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HomeMy WebLinkAbout13-3622 Jack M. Hartman, Esquire - �.• Q Matthew E. Hamlin , Esquire -; PERSUN & HEIM,P.C. m -- P.O. Box 659 r -- ' 1700 Bent Creek Boulevard, Suite 160 Mechanicsburg, PA 17055 -0659 �c (717) 620 -2440— Phone (717) 620 -2442 — Fax jmhartman@persunheim.com mehamlin@persunheim.com _ HIGHMARK HEALTH SERVICES, IN THE COURT OF COMMON PLEAS formerly HIGHMARK INC., CUMBERLAND COUNTY, PENNSYLVANIA doing business as HIGHMARK BLUE SHIELD, Plaintiff, � e(.r? NO. 13 V. THE WESTON GROUP, INC., CIVIL ACTION — LAW Defendant. NOTICE YOU HAVE BEEN SUED IN COURT. If you wish to defend against the claims set forth in the following pages, you must take action within twenty (20) days after this Complaint and Notice are served, by entering a written appearance personally or by attorney and filing in writing with the Court your defenses or objections to the claims set forth against you. You are warned that if you fail to do so the case may proceed without you and a judgment may be entered against you by the Court without further notice for any money claimed in the Complaint or for any other claim or relief requested by the Plaintiff. You may lose money or property or other rights important to you. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND WHERE YOU CAN GET LEGAL HELP. CUMBERLAND COUNTY BAR ASSOCIATION 32 South Bedford Street Carlisle, PA 17013 (717) 249 -3166 �q ,9 I�� AVISO Le han demandado a usted en la corte. Si usted quieie defenderse de estas demandas expuestas en ]as paginas siguientes, usted tiene viente (20) dias de plazo al partir de la fecha de la demanda y la notificacion. Usted debe presenter una apariencia escrita o en persoa o por abogado y archivar en al corte enforma escrita sus defensas o sus objections a ]as demandas en contra de su persona. Sea avisado que si usted no se defiende, la corte tomara medidas y puede entrar una orden contra usted previo aviso o notificacion y por cualguier queja o alivio que es pedido en al peticion de demanda. Usted puede perder dinero o sus propiedades o ostros derechos importanted para usted. LLEVE ESTA DEMADA A UN ABOGADO INMEDIATAMENTE, SI NO TIENE ABOGADO 0 SI NO TIENE EL DINERO SUFICIENTE DE PAGAR TAL SERVICIO, VAYA EN PERSONA O LLAME POR TELEFONO A LA OFICINA CUYA DIRECCION SE ENCUENTRA ESCRITA ABAJO PARR A VERIGUAR DONDE SE PUEDE COSEGUIR ASISTENCIA LEGAL. CUMBERLAND COUNTY BAR ASSOCIATION 32 South Bedford Street Carlisle, PA 17013 (717) 249 -3166 Jack M. Hartman, Esquire Matthew E. Hamlin, Esquire PERSUN & HEIM, P.C. P.O. Box 659 1700 Bent Creek Boulevard, Suite 160 Mechanicsburg, PA 17055 -0659 (717) 620 -2440 — Phone (717) 620 -2442 — Fax jmhartmangpersunheim.com mehamlingpersunheim.com HIGHMARK HEALTH SERVICES, IN THE COURT OF COMMON PLEAS formerly HIGHMARK INC., CUMBERLAND COUNTY, PENNSYLVANIA doing business as HIGHMARK BLUE SHIELD, Plaintiff, NO. V. THE WESTON GROUP, INC., CIVIL ACTION — LAW Defendant. COMPLAINT AND NOW comes Plaintiff, Highmark Health Services, formerly Highmark Inc., doing business as Highmark Blue Shield, by and through its attorneys, Persun & Heim, P.C., and files this Complaint against the Defendant, The Weston Group, Inc., and avers the following: PARTIES 1. Plaintiff, Highmark Health Services, formerly Highmark Inc., doing business as Highmark Blue Shield (hereinafter "Highmark "), is a domestic nonprofit corporation organized and existing under the laws of the Commonwealth of Pennsylvania with a principal place of business located at 1800 Center Street, Camp Hill, Pennsylvania 17089, 2. Defendant, The Weston Group, Inc. (hereinafter "Defendant "), is a domestic business corporation with a principal place of business located at 2222 Sullivan Trail, Easton, Pennsylvania 18040. 3 JURISDICTION AND VENUE 3. Jurisdiction and venue are appropriate in this Honorable Court because Defendant regularly conducts business in the Commonwealth of Pennsylvania and the subject causes of action arose in Cumberland County, Pennsylvania. 4. Upon information and belief and at all times relevant herein, Defendant was incorporated in and conducted business in the Commonwealth of Pennsylvania. 5. The events and transactions out of which Highmark's causes of action arose against the Defendant involved the administration and payment of medical and prescription claims under group health care contracts issued from Highmark's office located in Cumberland County, Pennsylvania. 6. The group health care contracts that are the subject of this litigation were entered into and accepted by Highmark at its office in Cumberland County, Pennsylvania. BACKGROUND 7. Highmark and Defendant entered into a Comprehensive Major Medical Health Care Contract for Experience Rated Groups Utilizing an Approved Specified Network of Providers, Without a Gatekeeper Identified as PPOBlue, effective August 1, 2007 (hereinafter "2007 PPO Contract "). A copy of the cover letter, face page and relevant Financial Arrangement sections of the 2007 PPO Contract is attached hereto, collectively, as Exhibit "A ". 8. Under Section FA — Financial Arrangements in the 2007 PPO Contract, Defendant, identified in the contract as the "Group ", agreed to pay Highmark monthly subscription rates for each employee member of Defendant enrolled during the contract period. 4 9. Under the 2007 PPO Contract, the parties agreed that at the end of the contract period, a settlement for such period would be computed in accordance with Subsection 2 of Section FA — Financial Arrangements as follows: 1) Highmark Blue Shield shall determine the cost of claims incurred during such contract period. 2) Highmark Blue Shield shall calculate the total subscription income required during such contract period that is an amount equal to the cost of claims incurred plus retention. The amount so calculated shall be called the income required or "Developed Premium ". 3) Highmark Blue Shield shall calculate what the total maximum income for such contract period would have been had the maximum subscription rates been paid. 4) If the total amount of deposit income received for such contract exceeds the total income required, the excess will be refunded to the Group. This refund shall be reduced by an amount equal to accumulated deficits, if any, incurred by Highmark Blue Shield during prior contract periods. In addition the Group agrees to pay an amount not to exceeds the total maximum income as calculated in paragraph B. 3) above for each contract year until such accumulated deficits are eliminated. 5) If the total amount of deposit income received for such contract period is less than the total income required, the Group shall pay (within 30 days after receipt of the settlement) to Highmark Blue Shield, such difference (including deficit amounts, if any, carried forward from prior Contract periods); provided, however, that the payments hereunder by the Group shall not exceed the total maximum income as calculated in paragraph B. 3), above. 6) If the total income required as calculated in paragraph B.2) is greater than the total maximum income for such period, the deficit with no interest charge shall be carried forward to subsequent Contract settlement periods. This deficit or any part thereof, from one or more contract periods shall be carried forward from year to year until the amount is recovered by subsequent surpluses. D. If the Contract is terminated by either party at any time, Highmark Blue Shield will calculate a final settlement. If the total income received for the final contract period exceeds the total income required, the excess will be refunded to the Group. However, this refund shall be reduced by an 5 amount equal to accumulated deficits, if any, incurred by Highmark Blue Shield during prior contract periods. Any remaining accumulated deficit shall be paid by the Group to Highmark Blue Shield within sixty (60) days of the completion of the settlement. If the total income received for such contract period is less than the total income required, the difference (deficit), plus any accumulated deficits from prior contract periods, shall be paid by the Group to Highmark Blue Shield within sixty (60) days of the completion of the settlement. That under the Section FA — Financial Arrangements, Defendant's Retrospective Refund Deposit Maximum financial arrangement would be determined under an annual settlement of the premium paid by Defendant, compared to Defendant's health care services paid by Highmark for Defendant's employees. 10. Highmark and Defendant entered into three versions of the Comprehensive Major Medical Health Care Contract for Experience Rated Groups Utilizing an Approved Specified Network of Providers, Without a Gatekeeper Identified as PPOBlue, effective August 1, 2008 (hereinafter "2008 PPO Contracts "). A copy of the relevant portions of the 2008 PPO Contracts are attached hereto., collectively, as Exhibit `B ". 11. That the 2008 PPO Contracts contained the same provisions for computation of the Retrospective Refund Deposit Maximum financial arrangement as the 2007 PPO Contract. 12. That, in accordance with the 2007 PPO Contract, under letter dated February 23, 2009, Highmark notified Defendant that the annual settlement amount of $140,339.96 was due to Highmark by Defendant, with the remaining deficit of $292,995.37 being carried over to the next settlement period. A copy of Highmark's letter dated February 23, 2009, with Retrospective Refund Deposit Maximum Settlement Summary Report and Settlement Invoice are attached hereto, collectively, as Exhibit "C ". 6 13. That Defendant accepted the Settlement Summary Report and Invoice and, on or about June 1, 2009, June 19, 2009, July 21, 2009, in equal installments of $35,085 each, and on or about August 21, 2009 in the amount of $35,084.96, Defendant paid Highmark the annual settlement amount of $140,339.96 under the Retrospective Refund Deposit Maximum financial arrangement for 2007. A copy of the checks are attached hereto, collectively, as Exhibit "D ". 14. Highmark and Defendant entered into a Comprehensive Major Medical Health Care Contract for Experience Rated Groups Utilizing an Approved Specified Network of Providers, Without a Gatekeeper Identified as PPOBIue, and a Comprehensive Major Medical Health Care Exclusive Provider Program Contract for Experience Rated Groups Utilizing an Approved Specified Network of Providers, Without a Gatekeeper Identified as EPO Blue, both effective August 1, 2009 (hereinafter "2009 PPO and EPO Contracts "). A copy of the relevant portions of the 2009 PPO and EPO Contracts are attached hereto, collectively, as Exhibit "E ". 15. That the 2009 PPO and EPO Contracts contained the same provisions for computation of the Retrospective Refund Deposit Maximum financial arrangement as the 2008 PPO Contracts, 16. That, in accordance with the 2008 PPO Contracts, under letter dated January 12, 2010, Highmark notified Defendant that the annual settlement amount of $220,067.78 was due to Highmark by Defendant, with the remaining deficit of $664,131.05 being carried over to the next settlement period. A copy of Highmark's letter dated January 12, 2010, with Retrospective Refund Deposit Maximum Settlement Summary Report for 2008 and Settlement Invoice are attached hereto, collectively, as Exhibit "17". 17. That Defendant accepted the Settlement Summary Report and Invoice and, on or about June 4, 2010, June 28, 2010 and July 2, 2010 (two checks), in equal installments of 7 $55,016.94 each, Defendant paid Highmark the annual settlement amount of $220,067.78 under the Retrospective Refund Maximum Deposit financial arrangement for 2008. A copy of the checks are attached hereto, collectively, as Exhibit "G ". 18. Highmark and Defendant entered into a Renewal Agreement of the 2009 PPO and EPO Contracts, effective August 1, 2010 (hereinafter "2010 PPO and EPO Contracts "). A copy of the relevant portion of the 2010 PPO and EPO Contracts by renewal are attached hereto as Exhibit "H ". 19. That the 2010 PPO and EPO Contracts, as a renewal, contained the same provisions for computation of the Retrospective Refund Deposit Maximum financial arrangement as the 2009 PPO and EPO Contracts. 20. That, in accordance with the 2009 PPO and EPO Contracts, under letter dated December 30, 2010, Highmark notified Defendant that the annual settlement amount of $240,815.85 was due to Highmark by Defendant with the remaining deficit of $692,964.33 being carried over to the next settlement period. A copy of Highmark's letter dated December 30, 2010, with Retrospective Refund Deposit Maximum Settlement Summary Report for 2009 and Settlement Invoice are attached hereto, collectively, as Exhibit "I ". 21. That Defendant accepted the Settlement Summary Report and Invoice and, on or about December 30, 2010, Defendant paid Highmark the annual settlement amount of $240,815.85 under the Retrospective Refund Maximum Deposit financial arrangement for 2009. A copy of the check is attached hereto as Exhibit "J ". 22. That on or about July 6, 2011, . Defendant notified Highmark that it was terminating the 2010 PPO and EPO Contracts effective August 1, 2011. . A copy of the July 6, 2011 letter terminating the 2010 PPO and EPO Contracts is attached hereto as Exhibit "K ". 8 23. That by reason of Defendant's termination of the 2010 PPO and EPO Contracts, Highmark prepared under the Retrospective Refund Deposit Maximum financial arrangement, a final settlement of the amount paid by the Defendant compared to the claims and administrative services paid by Highmark for Defendant's employees. As a result of the final settlement, under letter dated July 13, 2012, Highmark notified Defendant that the final settlement amount of $730,466.78 was due to Highmark from the Defendant. A copy of Highmark's letter dated July 13, 2012, with Retrospective Refund Deposit /Maximum FINAL Settlement Summary Report and Settlement Invoice are attached hereto, collectively, as Exhibit "L ". 24. In the absence of payment by Defendant, Highmark met personally with Defendant on August 2, 2012, for purposes of demanding payment of the above Invoice in the amount of $730,466.78. To date, Defendant has made no payment to Highmark in satisfaction of that Invoice, despite repeated demands by Highmark and by undersigned counsel on behalf of Highmark. COUNT CLAIM FOR BREACH OF CONTRACT AGAINST DEFENDANT 25. The averments of paragraphs 1 through 24 above are incorporated herein by reference as if fully set forth herein. 26. Highmark and the Defendant entered into contracts for contract years 2007, 2008, 2009 and 2010 for good and valuable consideration, under the terms of which Defendant agreed to remit to Highmark upon termination of the 2010 Contracts the amount due under the Retrospective Refund Deposit Maximum financial arrangement upon preparation of the final settlement, which amount included amounts carried forward from the 2007, 2008 and 2009 Contracts. 9 27. The Defendant has failed and refused to remit payment of the final settlement amount to Highmark under the terms of the 2010 Contract. 28. That, by reason of the failure to remit payment, the Defendant materially breached the terms of the 2010 Contract to the damage and detriment of Highmark. 29. As a result of Defendant's failure to pay Highmark in accordance with the 2010 Contract, Highmark has been damaged in the amount of $730,466.78. WHEREFORE, the Plaintiff, Highmark Health Services, formerly Highmark Inc., doing business as Highmark Blue Shield, respectfully requests that this Honorable Court enter judgment against the Defendant, The Weston Group, Inc., and in favor of the Plaintiff in the amount of $730,466.78, together with prejudgment and post judgment interest, costs and such other and further relief as this Court deems just and appropriate. COUNT II CLAIM FOR UNJUST ENRICHMENT AGAINST DEFENDANT 30. The averments of paragraphs 1 through 29 above are incorporated herein by reference as if fully set forth herein. 31. At all times relevant herein, Defendant had knowledge of the benefits to its member employees under the 2007, 2008, 2009 and 2010 Contracts (hereinafter, collectively, "Contract ") and that Highmark's services also benefited the Defendant. 32. Under the Contract, Defendant's employee members participated in the medical claims payment plan for the benefit of such participants and Defendant. 33. That Highmark providing services and paying claims under the Contract for the benefit of participating Defendant's employee members also conferred a substantial benefit on Defendant, who offered the medical insurance to its employee members under the Contract. 10 34. The Defendant had prior knowledge of and appreciated the benefits conferred upon Defendant by Highmark through the administration and the payment of medical and prescription claims for its participating employee members. 35. That it would be inequitable for Defendant to retain the benefit of the medical and prescription claims payment and administrative services it derived on behalf of itself and its employee members without the payment to Highmark of the final settlement amount, which represents the reasonable value of the services provided by Highmark. 36. As a result of Defendant unjustly retaining the benefit conferred upon the said Defendant and its participating employee members, and Defendant's failure to pay Highmark, Highmark has been damaged in the amount of $730,446.78. WHEREFORE, the Plaintiff, Highmark Health Services, formerly Highmark Inc., doing business as Highmark Blue Shield, respectfully requests that this Honorable Court enter judgment against the Defendant, The Weston Group, Inc., and in favor of the Plaintiff in the amount of $730,466.78, together with prejudgment and post judgment interest, costs and such other and further relief as this Court deems just and appropriate. COUNT III CLAIM FOR ACCOUNT STATED AGAINST DEFENDANT 37. The averments of paragraphs 1 through 36 above are incorporated herein by reference as if fully set forth herein. 38. Under the Contract, Highmark maintained an account for health care claim payments and administrative charges incurred for the benefit of Defendant and its employee members for the period of August 1, 2007 through July 31, 2011. 11 39. Periodically, Highmark issued statements of account to Defendant including, specifically, from the annual settlement under the Retrospective Refund Deposit Maximum financial arrangement under the 2007, 2008, 2009 and 2010 Contracts. 40. That the periodic statements of account issued by Highmark to Defendant were accepted by Defendant and paid in full for the 2007, 2008 and 2009 Contracts, including specifically those amounts carried forward from 2007, 2008, 2009 and into 2010. 41. Highmark issued statements of account to Defendant including, specifically, from the final settlement under the Retrospective Refund Deposit Maximum financial arrangement under the 2010 Contract, including Highmark's letter dated July 13, 2012 with FINAL Settlement Summary Report and Settlement Invoice attached hereto as Exhibit "L ", which was reviewed at the personal meeting for that purpose between Highmark and Defendant on August 2, 2012. 42. That at no time has Defendant disputed the accuracy of the underlying calculations or statement of the amount due under the Retrospective Refund Deposit Maximum financial arrangement under the 2010 Contract. 43. By reason of the issuance of Highmark's statements of account the accounts were rendered upon the said Defendant. 44. The Defendant acquiesced in the amount for such medical and prescription charges as were invoiced by Highmark. 45. That the balance for final settlement of the account stated for medical and prescription charges incurred under the Contract remains due and owing in the amount of $730,466.78. 12 WHEREFORE, the Plaintiff, Highmark Health Services, fon Highmark Inc., doing business as Highmark Blue Shield, respectfully requests that this Honorable Court enter judgment against the Defendant, The Weston Group, Inc., and in favor of the Plaintiff in the amount of $730,466.78, together with prejudgment and post judgment interest, costs and such other and further relief as this Court deems just and appropriate. Respectfully submitted, PERSUN & HEIM, P.C. By: Ja6A4. Hartman, Esquire Sup. Ct. I.D. No. 21902 Matthew E. Hamlin, Esquire Sup. Ct. I.D. No. 86142 P.O. Box 659 1700 Bent Creek Boulevard, Suite 160 Mechanicsburg, PA 17055 -0659 (717) 620 -2440 - Phone (717) 620 -2442 - Fax Attorneys for Plaintiff, Highmark Health Services, formerly Highmark Inc. doing business as Date: Highmark Blue Shield G � /3 13 VERIFICATION -..._ .. _._ ..... . ..... ... _... . .... _._ .... .... _. ....... _ .. I, Jack J. Jaroh, Vice President, Middle Market Sales and Service, of Highmark Health Services, formerly, Highm ark Inc., doing business as Highmark Blue Shield, have read the foregoing Complaint and verify that the facts set forth herein are true and correct to the best of my knowledge, information and belief. To the extent that the foregoing document and/or its language is'that bf counsel, I have relied upon counsel in" making this Verification. I understand that any false statements made herein are subject to the provisions of 18 Pa. C.S.A. §4904 relating to unsworn falsification to authorities. Date: lL' / bo t' J ck J. ar Vice P d n Middle Mar t Sales and Service 33479YI _ _ { _ - -- f� :BLUE.SHIELD August 1, 2007 Ms. Lori Stanke The Weston Group 2222 Sullivan Trail Easton, PA 18040 -0000 RE: 25168-02 COMPREHENSIVE MAJOR MEDICAL HEALTH CARE CONTRACT FOR EXPERIENCE RATED GROUPS USING AN APPROVED SPECIFIED NETWORK OF PROVIDERS, WITHOUT A GATEKEEPER IDENTIFIED AS PPOBLUE (effective August 1, 2007) Dear Ms. Stanke: We appreciate your support and participation in Highmark Blue Shield. We are required to provide each of our group accounts with a contract that represents the benefits you purchased for employees. Please keep the enclosed health care contract, which represents your group's current benefits, for your records. You should also review and keep for your records the enclosed "Notice of Privacy Policies and Practices," which includes important information about Highmark's privacy policies. There's no need for you to sign or return a copy of your contract at this time becluse, when your group enrolled for coverage, you completed and signed an "Application for Group Benefits." Your signature on the application constitutes your agreement to the terms of the group contract. Your client manager provided you with a copy of this form for your records. Please attach the enclosed contract and privacy notice to your copy of the group application, both of which are part of your group contract. We are committed to providing you and your employees with quality health care coverage, and we appreciate . your allowing us to serve you as a Highmark Blue Shield customer. If you have any questions regarding this documentation, please contact your Highmark Blue Shield client manager. Sincerely, Senior Vice President, Mid - Atlantic Region Enclosures COMPREHENSIVE MAJOR MEDICAL HEALTH CARE CONTRACT FOR EXPERIENCE RATED GROUPS :UTILIZING AN APPROVED SPECIFIED NETWORK OF PROVIDERS, WITHOUT A GATEKEEPER IDENTIFIED AS PPOBLUE effective as of August 1, 2007 by-and between THE WESTON GROUP (Called Group) .and HIG HMARK BLUE SHIELD* (Called the Plan) A Pennsylvania non - profit corporation whose corporate address is 1800 Center Street,-Camp Hill, Pennsylvania 17011 GUARANTEED RENEWABLE DESCRIPTION OF COVERAGE: This program sets forth a comprehensive program of inpatient and outpatient benefits, most of which are provided at both network and out -of- network services benefit levels. Cost - sharing options are available such as deductibles, coinsurance, copayments, and annual and lifetime maximums. Benefits for certain services are only available if received from a network provider. Benefits are subject to the Healthcare Management Services Section with possible loss of benefits for non - compliance. Network services are limited to the PremierBlue Shield Professional Provider Network and the Highmark Blue Shield Participating Facility Provider Network or other Network and are usually provided at a higher benefit level than out -of- network services. A gatekeeper is not necessary to access benefits from providers. This Contract is non - participating in any divisible surplus of premium. *An independent licensee of the Blue Cross and Blue Shield Association (NOTE: The Plan reserves the right to use other networks approved by the Pennsylvania Department of Health in the future, after notice to the Pennsylvania Insurance Department.) PPO /CG SECTION FA -- FINANCIAL ARRANGEMENTS 1. SUBSCRIPTION RATE PAYMENT The Group shall pay to Highmark Blue Shield, the following monthly subscription rate for each Contract enrolled as of the first day of the coverage month: Medical Prescription Drug Deposit Maximum Deposit Maximum Individual .$300.13 $353.09 $42.78 $50.33 Parent and Child $626.66 $737.25 $89.33 $105.09 Parent and Children $859.86 $1,011.60 $122.56 $144.19 2 Person $626.66 $737.25 $89.33 $105.09 Family $859.86 $1,011.60 $122.56 $144.19 The Group shall pay the subscription rate specified above for each contract during the period that such Employee or Member shall continue to be a Member and until coverage is terminated, pursuant to the General Provisions hereof. 2. SUBSCRIPTION RATING PROVISIONS A. Subscription rates are computed in accordance with Highmark Blue Shield's retrospective refund rating formula. 1) Payment of deposit subscription rates shall constitute total deposit income received. 2) Retention shall be 11.84% of Developed Premium plus $42.12 per Contract Per Month (Medical). Retention shall be 4.00% of Developed Premium plus $0.75 per Contract Per Month (Prescription Drug). B. The parties agree that as soon as practicable after the end of each contract period, a settlement for such period shall be made as follows: 1) Highmark Blue Shield shall determine the cost of claims incurred during such contract period. 2) Highmark Blue Shield shall calculate the total subscription income required during such contract period that is an amount equal to the cost of claims incurred plus retention. The amount so calculated shall be called the income required or "Developed Premium ". 3) Highmark Blue Shield shall calculate what the total maximum income for such contract period would have been had the maximum subscription rates been paid. Group Number. 25168 -02 PPO /CG 96 4) If the total amount of deposit income received for such contract period exceeds the total income required, the excess will be refunded to the Group. This refund shall be reduced by an amount equal to accumulated deficits, if any, incurred by Highmark Blue Shield during prior contract periods. In addition the Group agrees to pay an amount not to exceed the total maximum income as calculated in paragraph B. 3) above for each contract year until such accumulated deficits are eliminated. 5) If the total amount of deposit income received for such contract period is less than the total income required, the Group shall pay (within 30 days after receipt of the settlement) to Highmark Blue Shield, such difference (including deficit amounts, if any, carried forward from prior Contract periods); provided, however, that the payments hereunder by the Group shall not exceed the total maximum income as calculated in paragraph B. 3), above. 6) If the total income required as calculated in paragraph B. 2) is greater than the total maximum income for such period, the deficit with no interest charge shall be carried forward to subsequent Contract settlement periods. This deficit or any part thereof, from one or contract periods shall be carried forward from year until the amount is recovered by subsequent surpluses. C. If the parties agree to change from a retrospective arrangement to another financial arrangement, any accrued deficits from contract periods prior to the effective date of the new financial arrangement will be paid by the Group to Highmark Blue Shield. This payment will be over a period, mutually agreed upon by both parties, not to exceed three years. D. If the Contract is terminated by either party at any time, Highmark Blue Shield will calculate a final settlement. If the total income received for the final contract period exceeds the total income required, the excess will be refunded to the Group. However, this refund shall be reduced by an amount equal to accumulated deficits, if any, incurred by Highmark Blue Shield during prior contract periods. Any remaining accumulated deficit shall be paid by the Group to Highmark Blue Shield within sixty (60) days of the completion of the settlement. If the total income received for such contract period is less than the total income required, the difference (deficit), plus any accumulated deficits from prior contract periods, shall be paid by the Group to Highmark Blue Shield within sixty (60) days of the completion of the settlement. E. Groups that have selected multiple products under more than one Contract may require rate staging. Multiple products are defined as any combination of medical products /benefit options and /or drug products /benefit options. Group Number: 25168 -02 PPO /CG 97 F. Notwithstanding anything to the contrary set forth in this Section, the settlement procedure for Groups selecting multiple products shall be based on calculations using aggregated data from all of the separate medical and /or drug Contracts. That is, all Contracts are combined for this purpose, and treated as if they constitute a single Contract. 3. OUT -OF- AREA - SERVICES Blue Cross and Blue Shield Plans nationwide have implemented the Blue Card Program to provide consistent claims processing for members regardless of where the member seeks processing for medical care. Under your arrangement with Highmark Blue Shield, the cost of a claim for services received outside of the Plan's service area includes the price negotiated and paid by the Blue Cross and Blue Shield Plan operating in the service area where services were received (that Blue Plan is called the "Host Plan "). The claim cost may also include an access fee charged by the Host Plan for "accessing" the discounted prices negotiated by the Host Plan. The access fee, if one is charged, is up to ten percent of the discount the Host Plan has obtained from its - providers (but not to exceed $2,000 for any claim). The access fee may be charged only if there is a discount and the Host Plans' .arrangement with the provider prohibits billing Members for amounts in excess of the negotiated payment rate. However, providers may bill for deductibles and /or co- payments. Retrospective Funding Group Number. 25168 -02 PPO /CG 98 J ____. A d .� I ��� � t ' �Y 'V :BLUE:SHIELLD August 19, .2008 Ms. Lori Stanke The Weston Group 2222 Sullivan Trail Easton, PA 18040 -0000 RE: .25168-00 COMPREHENSIVE MAJOR MEDICAL HEALTH CARE CONTRACT FOR EXPERIENCE RATED GROUPS UTILIZING AN APPROVED SPECIFIED NETWORK OF PROVIDERS, WITHOUT A GATEKEEPER IDENTIFIED AS PPOBLUE (effective August 1, 2008) Dear Ms. Stanke: We appreciate your support and participation in Highmark Blue Shield. We are required to provide each of our group accounts with a contract that represents the benefits you purchased for your employees. Please keep the enclosed health care contract, which represents your group's current benefits, for your records. You should also review and keep for your records the enclosed "Notice of Privacy Policies and Practices," which includes important information about Highmark's privacy policies. There's no need for you to sign or return a copy of your contract at this time because, when your group enrolled for coverage, you completed and signed an "Application for Group Benefits." Your signature on the application constitutes your agreement to the terms of the group contract. Your client manager provided you with a copy of this form for your records. Please attach the enclosed contract and privacy notice to your copy of the group application, both of which are part of your group contract. We are committed to providing you and your employees with quality health care coverage, and we appreciate your allowing us to serve you as a Highmark Blue Shield customer. If you have any questions regarding this documentation, please contact your Highmark Blue Shield client manager. Sincerely, Senior Vice President, Mid - Atlantic Region Enclosures COMPREHENSIVE MAJOR MEDICAL HEALTH CARE CONTRACT FOR EXPERIENCE RATED GROUPS UTILIZING AN APPROVED SPECIFIED NETWORK-OF PROVIDERS, WITHOUT A GATEKEEPER IDENTIFIED AS PPOBLUE effective as of August 1, 2008 by and between THE WESTON GROUP (Called the Group) and HIG HMARK BLUE - SHIELD* (Called the Plan) A Pennsylvania non - profit corporation whose corporate address is 1800 Center Street, Camp Hill, Pennsylvania 17011 GUARANTEED RENEWABLE DESCRIPTION OF COVERAGE: This program sets forth a comprehensive program of inpatient and outpatient benefits, most of which are provided at both network and out -of- network services benefit levels. Cost - sharing options are available such as deductibles, coinsurance, copayments, and annual and Iifetime maximums. Benefits for certain services are only available if received from a network provider. Benefits are subject to the Healthcare Management Services Section with possible loss of benefits for non - compliance. Network services are limited to the PremierBlue Shield Professional Provider Network and the Highmark Blue Shield Participating Facility Provider Network or other Network and are usually provided at a higher benefit level than out -of.- network services. A gatekeeper is not necessary to access benefits from providers. This Contract is non - participating in any divisible surplus of premium. *An independent licensee of the Blue Cross and Blue Shield Association (NOTE: The Plan reserves the right to use other networks approved by the Pennsylvania Department of Health in the future, after notice to the Pennsylvania Insurance Department.) PPO /CG i SECTION FA FINANCIAL ARRANGEMENTS 1. SUBSCRIPTION RATE PAYMENT The Group shall pay to Highmark Blue Shield, the following monthly subscription rate for each Contract enrolled as of the first day of the coverage month: Medical Prescription Drug Deposit Maximum Deposit Maximum Individual $260.00 .$305.88 $41.90 $49.29 Parent and Child $542.88 $638.68 $87.49 $102.93 Parent and Children $744.90 $876.35 $120.04 $141.22 .2 Person $542.88 $638.68 $87.49 $102.93 Family $744.90 $876.35 $120.04 $141.22 The Group shall pay the subscription rate specified above for each contract during the period that such Employee or Member shall continue to be a Member and until coverage is terminated, pursuant to the General Provisions hereof. 2. SUBSCRIPTION RATING PROVISIONS A. Subscription rates are computed in accordance with Highmark Blue Shield's retrospective refund rating formula. 1) Payment of deposit subscription rates shall constitute total deposit income received. .2) Retention shall be 19.31 % of Developed Premium (Medical). Retention shall be 4.75% of Developed Premium plus $0.75 per Contract Per Month (Prescription Drug). B. The parties agree that as soon as practicable after the end of each contract period, a settlement for such period shall be made as follows: 1) Highmark Blue Shield shall determine the cost of claims incurred during such contract period. 2) Highmark Blue Shield shall calculate the total subscription income required during such contract period that is an amount equal to the cost of claims incurred plus retention. The amount so calculated shall be called the income required or "Developed Premium ". 3) Highmark Blue Shield shall calculate what the total maximum income for such contract period would have been had the maximum subscription rates been paid. Group Number: 25168 -00 PPO /CG 97 4) If the total amount of deposit income received for such contract period exceeds the total income required, the excess will be refunded to the Group. This refund shall be reduced by an amount equal to accumulated deficits, if any, incurred by Highmark Blue Shield during prior contract periods. In addition the Group agrees to pay an amount not to exceed the total maximum income as calculated in paragraph B. 3) above for each contract year until such accumulated deficits are eliminated. 5) If the total amount of deposit income received for such contract period is less than the total income required, the Group shall pay (within 30 days after receipt of the settlement) to Highmark Blue Shield, such difference (including deficit amounts, if any, carried forward from prior Contract periods); provided, however, that the payments hereunder by the Group shall not exceed the total maximum income as calculated in paragraph B. 3), above. 6) If the total income required as calculated in paragraph B. 2) is greater than the total maximum income for such period, the deficit with no interest charge shall be carried forward to subsequent Contract settlement periods. This deficit or any part thereof, from one or more contract periods shall be carried forward from year to year until the amount is recovered by subsequent surpluses. C. If the parties agree to change from a retrospective refund arrangement to another financial arrangement, any accrued deficits from contract periods prior to the effective date of the new financial arrangement will be paid by the Group to Highmark Blue Shield. This payment will be over a period, mutually agreed upon by both parties, not to exceed three years. D. If the Contract is terminated by either party at any time, Highmark Blue Shield will calculate a final settlement. If the total income received for the final contract period exceeds the total income required, the excess will be refunded to the Group. However, this refund shall be reduced by an amount equal to accumulated deficits, if any, incurred by Highmark Blue Shield during prior contract periods. Any remaining accumulated deficit shall be paid by the Group to Highmark Blue Shield within sixty (60) days of the completion of the settlement. If the total income received for such contract period is less than the total income required, the difference (deficit), plus any accumulated deficits from prior contract periods, shall be paid by the Group to Highmark Blue Shield within sixty (60) days of the completion of the settlement. E. Groups that have selected multiple products under more than one Contract may require rate staging. Multiple products are defined as any combination of medical products /benefit options and /or drug products /benefit options. F. Notwithstanding anything to the contrary set forth in this Section, the settlement procedure for Groups selecting multiple products shall be based on calculations using Group Number: 25168 -00 PPO /CG 98 aggregated data from all of the separate medical and /or drug Contracts. That is, all Contracts are combined for this purpose, and treated as if they constitute a single Contract. 3. OUT-OF-AREA-SERVICES Blue Cross and Blue Shield Plans nationwide have implemented the Blue Card Program to provide consistent claims processing for members regardless of where the member seeks processing for medical care. Under your arrangement with Highmark Blue Shield, the cost of a claim for services received outside of the Plan's service area includes the price negotiated and paid by the Blue Cross and Blue Shield Plan operating in the service area where services were received (that Blue Plan is called the "Host Plan "). The claim cost may also include an access fee charged by the Host Plan for "accessing" the discounted prices negotiated by the Host Plan. The access fee, if one is charged, is up to ten percent of the discount the Host Plan has obtained from its providers (but not to exceed $2,000 for any claim). The access fee may be charged only if there is a discount and the Host Plans' arrangement with the provider prohibits billing Members for amounts in excess of the negotiated payment rate. However, providers may bill for deductibles and /or co- payments. Retrospective Funding Group Number: 25168 -00 PPO /CG 99 'V Bt�tJE:SHIELD August 19, 2008 Ms. Lori Stanke The Weston Group .2222 Sullivan Trail Easton, PA 18040 -0000 RE: 25168 -01 COMPREHENSIVE MAJOR MEDICAL HEALTH CARE CONTRACT FOR EXPERIENCE RATED GROUPS UTILIZING AN APPROVED SPECIFIED NETWORK OF PROVIDERS, WITHOUT A GATEKEEPER IDENTIFIED AS PPOBLUE (effective August 1, 2008) Dear Ms. Stanke: We appreciate your support and participation in Highmark Blue Shield. We are required to provide each of our group accounts with a contract that represents the benefits you purchased for your employees. Please keep the enclosed health care contract, which represents your group's current benefits, for your records. You should also review and keep for your records the enclosed "Notice of Privacy Policies and Practices," which includes important information about Highmark's privacy policies. There's no need for you to sign or return a copy of your contract at this time because, when your group enrolled for coverage, you completed and signed an "Application for Group Benefits." Your signature on the application constitutes your agreement to the terms of the group contract. Your client manager provided you with a copy of this form for your records. Please attach the enclosed contract and privacy notice to your copy of the group application, both of which are part of your group contract. We are committed to providing you and your employees with quality health care coverage, and we appreciate your allowing us to serve you as a Highmark Blue Shield customer. If you have any questions regarding this documentation, please contact your Highmark Blue Shield client manager. Sincerely, Senior Vice President, Mid - Atlantic Region Enclosures COMPREHENSIVE MAJOR MEDICAL HEALTH CARE CONTRACT FOR EXPERIENCE RATED GROUPS UTILIZING AN APPROVED SPECIFIED NETWORK OF PROVIDERS, WITHOUT A GATEKEEPER IDENTIFIED AS PPOBLUE effective as of August 'l, 2008 by and between THE WESTON GROUP (Called the Group) ..and HIG HMARK BLUE SHIELD* (Called the Plan) A Pennsylvania non - profit corporation whose corporate.address is '1800 Center Street, Camp Hill, Pennsylvania 17011 GUARANTEED RENEWABLE DESCRIPTION OF COVERAGE: This program sets forth a comprehensive program of inpatient and outpatient benefits, most of which are provided at both network and out -of- network services benefit levels. Cost- sharing options are available such as deductibles, coinsurance, copayments, .and annual and Iifetime maximums. Benefits for certain services are only available if from a network provider. Benefits are subject to the Healthcare Management Services Section with possible loss of benefits for.non- compliance. Network services are limited to the PremierBlue Shield Professional Provider Network and the Highmark Blue Shield Participating Facility Provider Network or other Network and are usually provided at a higher benefit level than out -of- network services. A gatekeeper is not necessary to access benefits from providers. This Contract is non - participating in any divisible surplus of premium. *An independent licensee of the Blue Cross and Blue Shield Association (NOTE: The Plan reserves the right to use other networks approved by the Pennsylvania Department of Health in the future, after notice to the Pennsylvania Insurance Department.) PPO /CG SECTION FA FINANCIAL ARRANGEMENTS 1. SUBSCRIPTION RATE PAYMENT The Group shall pay to Highmark Blue Shield, the following monthly subscription rate for each Contract enrolled as of the first day of the coverage month: Medical Prescription Drug Deposit Maximum Deposit Maximum Individual $286.58 $337.15 $45.92 $54.02 Parent and Child $598.38 $703.98 $95.88 $112.80 Parent and Children $821.05 $965.94 $131.56 $154.78 .2 Person $598.38 $703.98 $95.88 $112.80 Family $821.05 $965.94 $131.56 $154.78 The Group shall pay the subscription rate specified above for each contract during the period that such Employee or Member shall continue to be a Member and until coverage is terminated, pursuant the General Provisions hereof. 2. SUBSCRIPTION RATING PROVISIONS A. Subscription rates are computed in accordance with Highmark Blue Shield's retrospective refund rating formula. 1) Payment of deposit subscription rates shall constitute total deposit income received. .2) Retention shall be 19.31% of Developed Premium (Medical). Retention shall be 4.75% of Developed Premium plus $0.75 per Contract Per Month (Prescription Drug). B. The parties agree that as soon as practicable after the end of each contract period, a settlement for such period shall be made as follows: 1) Highmark Blue Shield shall determine the cost of claims incurred during such contract period. 2) Highmark Blue Shield shall calculate the total subscription income required during such contract period that is an amount equal to the cost of claims incurred plus retention. The amount so calculated shall be called the income required or "Developed Premium ". 3) Highmark Blue Shield shall calculate what the total maximum income for such contract period would have been had the maximum subscription rates been paid. Group Number. 25168 -01 PPO /CG 97 4) If the total amount of deposit income received for such contract period exceeds the total income required, the excess will be refunded to the Group. This refund shall be reduced by an amount equal to accumulated deficits, if any, incurred by Highmark Blue Shield during prior contract periods. In addition the Group agrees to pay an amount not to exceed the total maximum income as calculated in paragraph B. 3) above for each contract year until such accumulated deficits are eliminated. 5) If the total amount of deposit income received for such contract period is less than the total income required, the Group shall pay (within 30 days after receipt of the settlement) to Highmark Blue Shield, such difference (including deficit amounts, if any, carried forward from prior Contract periods); provided, however, that the payments hereunder by the Group shall not exceed the total maximum income as calculated in paragraph B. 3), above. 6) If the total income required as calculated in paragraph B. 2) is greater than the total maximum income for such period, the deficit with no interest charge shall be carried forward to subsequent Contract settlement periods. This deficit or any part thereof, from one or more contract periods shall be carried forward from year to year until the amount is recovered by subsequent surpluses. C. If the parties agree to change from a retrospective refund arrangement to another financial arrangement, any accrued deficits from contract periods prior to the effective date of the new financial arrangement will be paid by the Group to Highmark Blue Shield. This payment will be over a period, mutually agreed upon by both parties, not to exceed three years. D. If the Contract is terminated by either party at any time, Highmark Blue Shield will calculate a final settlement. If the total income received for the final contract period exceeds the total income required, the excess will be refunded to the Group. However, this refund shall be reduced by an amount equal to accumulated deficits, if any, incurred by Highmark Blue Shield during prior contract periods. Any remaining accumulated deficit shall be paid by the Group to Highmark Blue Shield within sixty (60) days of the completion of the settlement. If the total income received for such contract period is less than the total income required, the difference (deficit), plus any accumulated deficits from prior contract periods, shall be paid by the Group to Highmark Blue Shield within sixty (60) days of the completion of the settlement. E. Groups that have selected multiple products under more than one Contract may require rate staging. Multiple products are defined as any combination of medical products /benefit options and /or drug products /benefit options. F. Notwithstanding anything to the contrary set forth in this Section, the settlement procedure for Groups selecting multiple products shall be based on calculations using Group Number. 25168 -01 PPDXG 98 aggregated data from all of the separate medical and /or drug Contracts. That is, all Contracts are combined for this purpose, and treated as if they constitute a single Contract. 3. OUT-OF-AREA-SERVICES Blue Cross and Blue Shield Plans nationwide have implemented the Blue Card Program to provide consistent claims processing for members regardless of where the member seeks processing for medical care. Under your arrangement with Highmark Blue Shield, the cost of a claim for services received outside of the Plan's service area includes the price negotiated and paid by the Blue Cross and Blue Shield Plan operating in the service area where services were received (that Blue Plan is called the "Host Plan "). The claim cost may also include an access fee charged by the Host Plan for "accessing" the discounted prices negotiated by the Host Plan. The access fee, if one is charged, is up to ten percent of the discount the Host Plan has obtained from its providers (but not to exceed $2,000 for any claim). The access fee may be charged only if there is a discount and the Host Plans' arrangement with the provider prohibits billing Members for amounts in excess of the negotiated payment rate. However, providers may bill for deductibles and /or co- payments. Retrospective Funding Group Number: 25168 -01 PPO /CG 99 `V BL 5' August 19, .2008 Ms. Lori Stanke The Weston Group .2222 Sullivan Trail Easton, PA 18040 -0000 RE: 25168 -02 COMPREHENSIVE MAJOR MEDICAL HEALTH CARE CONTRACT FOR EXPERIENCE RATED GROUPS UTILIZING AN APPROVED SPECIFIED NETWORK OF PROVIDERS, WITHOUT A GATEKEEPER IDENTIFIED AS PPOBLUE (effective August 1, 2008) Dear Ms. Stanke: We appreciate your support and participation in Highmark Blue Shield. We are required to provide each of our group accounts with a contract that represents the benefits you purchased for your employees. Please keep the enclosed health care contract, which represents group's current benefits, for your records. You should also review and keep for your records the enclosed "Notice of Privacy Policies and Practices," which includes important information about Highmark's privacy policies. There's no need for you to sign or return a copy of your contract at this time because, when your group enrolled for coverage, you completed and signed an "Application for Group Benefits" Your signature on the application constitutes your agreement to the terms of the group contract. Your client manager provided you with a copy of this form for your records. Please attach the enclosed contract and privacy notice to your copy of the group application, both of which are part of your group contract. We are committed to providing you and your employees with quality health care coverage, and we appreciate your allowing us to serve you as a Highmark Blue Shield customer. If you have any questions regarding this documentation, please contact your Highmark Blue Shield client manager. Sincerely, / 4 Senior Vice President, Mid - Atlantic Region Enclosures COMPREHENSIVE MAJOR MEDICAL HEALTH CARE -CONTRACT FOR EXPERIENCE RATED-GROUPS UTILIZING AN APPROVED SPECIFIED NETWORK-OF PROVIDERS, WITHOUT A IDENTIFIED AS PPOBLUE effective as of August 1, 2008 by and between THE WESTON GROUP (Called - the Group) and HIG SHIELD* (Called the Plan) A Pennsylvania non - profit corporation whose corporate address is 1800 Center Street, Camp Hill, Pennsylvania 17011 GUARANTEED RENEWABLE DESCRIPTION OF COVERAGE: This program sets forth a comprehensive program of inpatient and outpatient benefits, most of which are provided at both network and out -of- network services benefit levels. Cost - sharing options are available such as deductibles, coinsurance, copayments, and annual and lifetime maximums. Benefits for certain services are only available if received from a network provider. Benefits are subject to the Healthcare Management Services Section with possible loss of benefits for non - compliance. Network services are limited to the PremierBlue Shield Professional Provider Network and the Highmark Blue Shield Participating Facility Provider Network or other Network and are usually provided at a higher benefit level than out -of- network services. A gatekeeper is not necessary to access benefits from providers. This Contract is non - participating in any divisible surplus of premium. *An independent licensee of the Blue Cross and Blue Shield Association (NOTE: The Plan reserves the right to use other networks approved by the Pennsylvania Department of Health in the future, after notice to the Pennsylvania Insurance Department.) PPO /CG SECTION FA - FINANCIAL ARRANGEMENTS 1. SUBSCRIPTION RATE PAYMENT The Group shall pay to Highmark Blue Shield, the following monthly subscription rate for each Contract enrolled as of the first day of the coverage month: Medical Prescription Drug Deposit Maximum Deposit Maximum Individual $339.61 $399.54 $49.27 $57.96 Parent and Child $709.11 $834.25 $102.88 $121.04 Parent and Children $972.98 $1,144.68 $141.16 $166.07 2 Person $709.11 $834.25 $102.88 $121.04 Family $972.98 $1,144.68 $141.16 $166.07 The Group shall pay the subscription rate specified above for each contract during the period that such Employee or Member shall continue to be a Member and until coverage is terminated, pursuant to the General Provisions hereof. 2. 'SUBSCRIPTION RATING PROVISIONS A. Subscription rates are computed in accordance with Highmark Blue Shield's retrospective refund rating formula. 1) Payment of deposit subscription rates shall constitute total deposit income received. .2) Retention shall be 19.31 % of Developed Premium (Medical). Retention shall be 4.75% of Developed Premium plus $0.75 per Contract Per Month (Prescription Drug). B. The parties agree that as soon as practicable after the end of each .contract period, a settlement for such period shall be made as follows: 1) Highmark Blue Shield shall determine the cost of claims incurred during such contract period. 2) Highmark Blue Shield shall calculate the total subscription income required during such contract period that is an amount equal to the cost of claims incurred plus retention. The amount so calculated shall be called the income required or "Developed Premium ". 3) Highmark Blue Shield shall calculate what the total maximum income for such contract period would have been had the maximum subscription rates been paid. Group Number: 25168 -02 PPO /CG 96 4) If the total amount of deposit income received for such contract period exceeds the total income required, the excess will be refunded to the Group. This refund shall be reduced by an amount equal to accumulated deficits, if any, incurred by Highmark Blue Shield during prior contract periods. In addition the Group agrees to pay an amount not to exceed the total maximum income as calculated in paragraph B. 3) above for each contract year until such accumulated deficits are eliminated. 5) If the total amount of deposit income received for such contract period is less than the total income required, the Group shall pay (within 30 days after receipt of the settlement) to Highmark Blue Shield, such difference (including deficit amounts, if any, carried forward from prior Contract periods); provided, however, that the payments hereunder by the Group shall not exceed the total maximum income as calculated in paragraph B. 3), above. 6) If the total income required as calculated in paragraph B. 2) is greater than the total maximum income for such period, the deficit with no interest charge shall be carried forward to subsequent Contract settlement periods. This deficit or any part thereof, from one or more contract periods shall be carried forward from year to year until the amount is recovered by subsequent surpluses. C. If the parties agree to change from a retrospective refund arrangement to another financial arrangement, any accrued deficits from contract periods prior to the effective date of the new financial arrangement will be paid by the Group to Highmark Blue Shield. This payment will be over a period, mutually agreed upon by both parties, not to exceed three years. D. If the Contract is terminated by either party at any time, Highmark Blue Shield will calculate a final settlement. If the total income received for the final contract period exceeds the total income required, the excess will be refunded to the Group. However, this refund shall be reduced by an amount equal to accumulated deficits, if any, incurred by Highmark Blue Shield during prior contract periods. Any remaining accumulated deficit shall be paid by the Group to Highmark Blue Shield within sixty (60) days of the completion of the settlement. If the total income received for such contract period is less than the total income required, the difference (deficit), plus any accumulated deficits from prior contract periods, shall be paid by the Group to Highmarks Blue Shield within sixty (60) days of the completion of the settlement. E. Groups that have selected multiple products under more than one Contract may require rate staging. Multiple products are defined as any combination of medical products /benefit options and /or drug products /benefit options. F. Notwithstanding anything to the contrary set forth in this Section, the settlement procedure for Groups selecting multiple products shall be based on calculations using Group Number: 25168 -02 PPO /CG 97 aggregated data from all of the separate medical and /or drug Contracts. That is, all Contracts are combined for this purpose, and treated as if they constitute a single Contract. 3. OUT-OF-AREA-SERVICES Blue Cross and Blue Shield Plans nationwide have implemented the Blue Card Program to provide consistent claims processing for members regardless of where the member seeks processing for medical care. Under your arrangement with Highmark Blue the cost of a claim for services received outside of the Plan's service area includes the price negotiated and paid by the Blue Cross and Blue Shield Plan operating in the service area where services were received (that Blue Plan is called the "Host Plan "). The claim cost may.also include an access fee charged by the Host Plan for "accessing" the discounted prices negotiated by the Host Plan. The access fee, if one is charged, is up to ten percent of the discount the Host Plan has obtained from its providers (but not to exceed $2,000 for any claim). The access fee may be charged only if there is a discount and the Host Plans' arrangement with the provider prohibits billing Members for amounts in excess of the negotiated payment rate. However, providers may bill for deductibles and /or co- payments. Retrospective Funding Group Number: 25168 -02 PPO /CG 98 �� C �-I G tvinRKa BLUE SHIELD February:23, 2009 Ms, Lori Stanke Benefits Manager The Weston Group, Inc. .2222 Sullivan Trail Easton, PA 18040 i Re: Client 097380 Dear Ms. S.tanke: i Thank you for choosing Highmark Blue Shield .as your health insurer. We are proud to have you as our client and pleased to partner with. you hi our mission of helping our members live longer, better. As pant of your Retrospective Refund Deposit Maximum financial arrangement, Highruark Blue Shield prepares an annual settlement of the premium paid by your company and compares it to the:health services paid by Higlunark Blue Shield for _your employees, The enclosed financial settlement provides this *information. i As a result of your Medical settlement $140,339;96 is due to Highmark .Blue "Shield at maximum rates within '30 days. . remaining deficit of ($292;995.37) will be carried forward to the neat settlement period. Karina Gonzalez, your Client Manager, is available to meet with you to review the settlement enclosed, Again, thank you for choosing Higlnnaek Blue Shield. Sincerely, Jack J. Jaroh Vice President Middle Market Sales and Service I THE WESTON GROUP, INC. Retrospective Refund Deposit Maximum Settlement Summary Report August 1, 2007 - July 31, 2008 I PPOBlue Prescription Drug Medical Total Maximum Income $811,827.90 $119,517.27 $931,345.17 Income 689,496.18 101, 509.03 791, 005.21 Claims Paid 773,387.14 159,337.62 932,724.76 Prior Run -out Claims 0.00 0.00 0.00 Prior Est. Outstanding Claims 0.00 0.00 0.00 Current Run -out Claims 54,188.45 979.38 55,167.83 Current Est Outstanding Claims 17,500.00 200.00 17,700.00 Pooling Charge a 35 211.48 0.00 35 211.48 Actual Pooled Claims 0.00 0.00 0.00 Total Claims Expense 880,287.07 160,517.00 1,040,804.07 Retention 188,694.41 (5,157.94) 183, 536.47 Total Income Required 1,068,981.48 155,359.06 1,224,340.54 Net Surplus (Deficit) ($379,485.30) ($53,850.03) ($433,335.33) Prior Deficit 0.00 Total Surplus (Deficit) ($433,335.33) Amount Due at Maximum Rates $140,339.96 Deficit Carried Forward ($292,995.37) "THE WESTON GROUP, INC. Retrospective Refund Deposit Maximum Settlement Detail Report PPOBlue August 1, 2007 - July 31, 2008 I i Maximum Income $811,827.90 Income 689,496.18 Claims Paid 08/01/2007 - 07/31/2008 773,387.14 Prior Run -out Claims 0.00 Prior Est. Outstanding Claims 0.00 Current Run -out Claims 08/01/2008 - 09130/2008 Incurred Prior to 08/01/2008 54,188.45 Current Est. Outstanding Claims at 09/30/2008 17,500.00 Pooling Charge 35,211.48 Actual Pooled Claims 0.00 Total Claims Expense 880,287.07 " Retention: $42.12 Per Contract Per Month 62,127.00 Retention: 11.84% of Developed Premium 126,567.41 Total Income Required _ 1,068,981.48 i Premium Surplus (Deficit) ($379,485.30 Total Contracts 1,475 Includes a pooled claim charge equivalent to 4.0% of Total Claims Expense less actual claims in excess of the $125,000 pooling level. I THE WESTON GROUP, INC, j Retrospective Refund Deposit Maximum Settlement Detail Report Prescription Drug August 1,2007 - July 31, 2008 Maximum Income $119,517.27 Income 101, 509.03 Claims Paid 08/01/2007 - 07/31/2008 159,337.62 Prior Run -out Claims 0.00 Prior Est. Outstanding Claims 0.00 Current Run -out Claims 08/01/2008 - 09/30/2008 Incurred Prior to 08/01/2008 979.38 Current Est, Outstanding Claims at 09/30/2008 .200.00 Pooling Charge 0.00 Actual Pooled Claims 0.00 Total Claims Expense 160,517.00 Retention: ($8.50) Per Contract Per Month (12,537.50) Retention: 4.75% of Developed Premium and 7,379.56 Total Income Required 155,359.06 Premium Surplus (Deficit) ($53,850.03) I Total Contracts 1,475 ' I BLUE ` FI IELD ? d An Iniklx"ntl -nt /lrarwc• /J1� Cr,n ,:r.J fRvr �h:,!hi.laa,i:'..r Post Office Box 3:82022 Invoice Number: 09.0202097380 Pittsburgh, PA 15251 =8022 SETTLEMENT INVOICE Client Information i Client Name The Weston Group, Inc. j Contact Ms. Lori Stanke Address Benefits Manager Invoice Date 02102/2009 .2222 Sullivan Trail Due Date 03/02/2009 . City Easton State PA ZIP 18040 Client No. 097380SETT Period Covered: TOTAL i f Medical Settlement: August 1, 2007 -- July 31,.2008 140, f i i 3. 9 TOTAL SUE; $14,3 i i i i. i I 1 Invoice N.um'ber: 0.90202097380 BLUE SI-11FLI'D Client Information: Client Name The Weston Group, Inc. Client No, 097380SETT Invoice Date 02/0212009 Due. Date 03/02/2009 Total Due $140,339.96 Mail To. Highmark Blue .Shield Post Office Box 382022 Pittsburgh, PA 152518022 7 1 I li A 10/03 FI I i f } THE WESTON GROUP, INC. Sham eAnRer 2222 SULUV TRAIL CMBAN& :SS EASTON, PA 18040 ENGLEWOOD CLIFFS. NJ 07982 — 55-7285/212 PAyTOTH5 . Highmark Blue Shield _ $ — 35,085.00 ORDER OF -� .Thirty -Five Thousand Eighty-Five and 001100. Highmark Blue Shield - PO Box 382049 - - Pittsburgh, PA 15251 -8049 r. E O Client 097380 (prev. bal. due) Payment 1 of 4 11.0 3 16 150 1:0 2 1 2 7 2 6 5 51: 10 20 2 2 24 4 9V 01'0003 506 50081 Affim Deposit Date: 6/8/2009 R/T: 021272655 Lockbox: 382049 Account Number: 1020222449 Batch: 66 Check Number: 31615 Transaction: 6 Amount: $35,085.00 THE WESTON GROUP, INC. SMmtaARNEV 2222 SULLIVAN TRAIL CITIBANK, FS8 — EASTON, PA 18040 ENGLEWOOD CUFFS, NJ 07982 65.7285212 PAYT OTHE Hig hmark Bl ue Shield $ "35,085.00 =— ORDER OF Thirty -Five Thous Eighty -Five and boll 00*""•"""•*"""'""""""'*'""••"""" . ......:..:........ «:::..:�_' - =- �_= Highmark Blue Shield - - P.0 Box 382049 - - Pittsburgh, PA 15251 -8049 Client 097380 (prev. bal. due) Payment 2 of 4 U - - 11 •1:0212726551: 102022244911 .00003508501J.'- , Deposit Date: 6/30/2009 •R/T: 021272655 Lockbox: 382022 Account Number: 1020222449 Batch: 1 Check Number: 31914 Transaction: 1 Amount: $35,085.00 THE WESTON GROUP, INC. smNeur - 32236 =- 2222 SULLIVAN TRAIL CMSANK, FS8 EASTON, PA 18040 .. _ - ENGLEWOOD CUFFS. NJ07M2 - —• - - -- = - -_ -- - 55728°.✓d12 - -- . -- -= 7/21/2009 w ORDER TH Highmark Blue Shield $ ''35,085.00 - iiiHHiNMiNMiiMHNiNMiNiHNHMNiiMiMi NiINMNii1i11MiNi� -. - .. -.- - ' "thirty -Five Thousand Eighty-Five and 00/100 N - -• =- = =- Highmark Blue Shield V. -PO Box 382049 �O -' Pittsburgh, PA 15251 -8049 Client 097380 (prev. bet. due) Payment 3 of 4 n 1 032236"' 00212726554 10 20 2 2 2449nv .1 3 508 500,"' - Deposit Date: 8/3/2009 R/T: 021272655 Lockbox: 382022 Account Number: 1020222449 Batch: 1 Check Number: 32236 Transaction: 3 Amount: $35,085.00 THE WESTON GROUP, INC Sun" BARNEY 32578- 2222 SULLIVAN TRAIL CmBANK. FSB EASTON, PA 18040 ENGLEWOOD CLIFFS, NJ 07382 55-7285212 8/21/2 = a PAY TO THE Highmark Blue Shield $ "35,084.96 ORDER OF 9 Thirty-Five Thousand Eighty -Four and 961100 DOLLARS 8 ' o Highmark Blue Shield ` PO Box 382049 Pittsburgh, PA 15251 -8049 l:E• o Client 097380 (prev. bal. due) Payment 4 of 4 003 25MI1 1:021272655 1020222449"o ,s�000 350&49611' ..,...e,..,.o....,..a......r}. a�,,.n„ ..a ar .r3. 7� 7c .9's., rn .;t..m...+., _m ..�....... , :R ,..,. ',;r1 .a ..LJ•4 ..J :7t .' +S . w..;� f, L,n !+.. Deposit Date: 8/28/2009 R/T: 021272655 Lockbox: 382022 Account Number: 1020222449 Batch: 65 Check Number: 32578 Transaction: 1 Amount: $35,084.96 i 1 ,� _... _. -I G MARK® BLUE SHIELD A.)Mq -"w llrc dlfrfihn Cn and Ed. ALWA Wi- August 20, 2009 Ms. Lori Stanke The Weston Group .2222 Sullivan Trail Easton, PA 18040 -0000 RE: .251 68 -00 COMPREHENSIVE MAJOR MEDICAL HEALTH CARE CONTRACT FOR EXPERIENCE RATED GROUPS UTILIZING AN APPROVED SPECIFIED NETWORK OF PROVIDERS, WITHOUT A GATEKEEPER IDENTIFIED AS PPOBLUE (effective August 1, 2009) Dear Ms. Stanke: We appreciate your support and participation in Highmark Blue Shield. We are required to provide each of our group accounts with a contract that represents the benefits you purchased for your employees. Please keep the enclosed health care contract, which represents group's current benefits, for your records. You should also review and keep for your records the enclosed "Notice of Privacy Policies and Practices," which includes important information about Highmark's privacy policies. There's no need for you to sign or return a copy of your contract at this time because, when your group enrolled for coverage, you completed and signed an "Application for Group Benefits." Your signature on the application constitutes your agreement to the terms of the group contract. Your client manager provided you with a copy of this form for your records. Please attach the enclosed contract and privacy notice to your copy of the.group application, both of which are part of your group contract. We are committed to providing you and your employees with quality health care coverage, and we appreciate your allowing us to serve you as a Highmark Blue Shield customer. If you have any questions regarding this documentation, please contact your Highmark Blue Shield client manager. Sincerely, Market President, Highmark Blue Shield Enclosures COMPREHENSIVE MAJOR MEDICAL HEALTH CARE CONTRACT FOR EXPERIENCE RATED GROUPS UTILIZING AN APPROVED SPECIFIED NETWORK OF PROVIDERS, WITHOUT A GATEKEEPER IDENTIFIED AS .PPOBLUE effective as of August 1, 2009 by and between THE WESTON GROUP (Called the-Group) and HIGHMARK BLUE SHIELD* (Called the Plan) A Pennsylvania non - profit corporation whose corporate address is 1800 Center Street,! Camp Hill, Pennsylvania 17011 GUARANTEED RENEWABLE DESCRIPTION OF COVERAGE; This program sets forth a comprehensive program of inpatient and outpatient benefits, most of which are provided.at both network and out -of- network services benefit levels. Cost - sharing options are available such as deductibles, coinsurance, copayments, and annual and lifetime maximums. Benefits for certain services are only available if received from a network provider. Benefits are subject to the Healthcare Management Services Section with possible loss of benefits for non - compliance. Network services are limited to the PremierBlue Shield Professional Provider Network and the Highmark Blue Shield Participating Facility Provider Network or other Network and are usually provided at a higher benefit level than out -of- network services. A gatekeeper is not necessary to access benefits from providers. This Contract is non - participating in any divisible surplus of premium. *An independent licensee of the Blue Cross and Blue Shield Association (NOTE: The Plan reserves the right to use other networks approved by the Pennsylvania Department of Health in the future, after notice to the Pennsylvania Insurance Department.) PPO /CG SECTION FA FINANCIAL ARRANGEMENTS 1. SUBSCRIPTION RATE PAYMENT The Group shall pay to Highmark Blue Shield, the following monthly subscription rate for each Contract enrolled as of the first day of the coverage month: Medical Prescription Drug Deposit Maximum Deposit Maximum Individual $387.71 $456.13 $62.33 $73.33 Parent and Child $809.54 $952.40 $130.15 $153.12 Parent and Children $1,110.79 $1,306.81 $178.58 $210.09 2 Person $809.54 $952.40 $130.15 $153.12 Family $1,110.79 $1,306.81 $178.58 $210.09 The Group shall pay the subscription rate specified above for each contract during the period that such Employee or Member shall continue to be a Member and until coverage is terminated, pursuant to the General Provisions hereof. 2. SUBSCRIPTION RATING PROVISIONS A. Subscription rates are computed in accordance with Highmark Blue Shield's retrospective refund rating formula. 1) Payment of deposit subscription rates shall constitute total deposit income received. 2) Retention shall be 16.81 % of Developed Premium (Medical). Retention shall be 4.75% of Developed Premium plus $0.75 per Contract Per Month (Prescription Drug). B. The parties agree that as soon as practicable after the end of each contract period, a settlement for such period shall be made as follows: 1) Highmark Blue Shield shall determine the cost of claims incurred during such contract period. 2) Highmark Blue Shield shall calculate the total subscription income required during such contract period that is an amount equal to the cost of claims incurred plus retention. The amount so calculated shall be called the income required or "Developed Premium ". 3) Highmark Blue Shield shall calculate what the total maximum income for such contract period would have been had the maximum subscription rates been paid. Group Number: 25168 -00 PPO /CG 97 4) If the total amount of deposit income received for such contract period exceeds the total income required, the, excess will be refunded to the Group. This refund shall be reduced by an amount equal to accumulated deficits, if any, incurred by Highmark Blue Shield during prior contract periods. In addition the Group agrees to pay an amount not to exceed the total maximum income as calculated in paragraph B. 3) above for each contract year until such accumulated deficits are eliminated. 5) If the total amount of deposit income received for such contract period is less than the total income required, the Group shall pay (within 30 days after receipt of the settlement) to Highmark Blue Shield, such difference (including deficit amounts, if any, carried forward from prior Contract periods); provided, however, that the payments hereunder by the Group shall not exceed the total maximum income as calculated in paragraph B. 3), above. 6) If the total income required as calculated in paragraph B. 2) is greater than the total maximum income for such period, the deficit with no interest charge shall be carried forward to subsequent Contract settlement periods. This deficit or any part thereof, from one or more contract periods shall be carved forward from year to year until the amount is recovered by subsequent surpluses. C. If the parties agree to change from a retrospective refund arrangement to another financial arrangement, any accrued deficits from contract periods prior to the effective date of the new financial arrangement will be paid by the Group to Highmark Blue Shield. This payment will be over a period, mutually agreed upon by both parties, not to exceed three years. D. If the Contract is terminated by either party at any time, Highmark Blue Shield will calculate a final settlement. If the total income received for the final contract period exceeds the total income required, the excess will be refunded to the Group. However, this refund shall be reduced by an amount equal to accumulated deficits, if any, incurred by Highmark Blue Shield during prior contract periods. Any remaining accumulated deficit shall be paid by the Group to Highmark Blue Shield within sixty (60) days of the completion of the settlement. If the total income received for such contract period is less than the total income required, the difference (deficit), plus any accumulated deficits from prior contract periods, shall be paid by the Group to Highmark Blue Shield within sixty (60) days of the completion of the settlement. E. Groups that have selected multiple products under more than one Contract may require rate staging. Multiple products are defined as any combination of medical products/benefit options and/or drug products/benefit options. F. Notwithstanding anything to the contrary set forth in this Section, the settlement procedure for Groups selecting multiple products shall be based on calculations using Group Number: 25168 -00 PPO /CG 98 aggregated data from all of the separate medical and /or drug Contracts. That is, all Contracts are combined for this purpose, and treated as if they constitute a single Contract. 3. OUT -OF- AREA - SERVICES Blue Cross and Blue Shield Plans nationwide have implemented the Blue Card Program to provide consistent claims processing for members regardless of where the member seeks processing for medical care. Under your arrangement with Highmark Blue Shield, the cost of a claim for services received outside of the Plan's service area includes the price negotiated and paid by the Blue Cross and Blue Shield Plan operating in the service area where services were received (that Blue Plan is called the "Host Plan "). The claim cost may also include an access fee charged by the Host Plan for "accessing" the discounted prices negotiated by the Host Plan. The access fee, if one is charged, is up to ten percent of the discount the Host Plan has obtained from its providers (but not to exceed $2,000 for any claim). The access fee maybe charged only if there is a discount and the Host Plans' arrangement with the provider prohibits billing Members for amounts in excess of the negotiated payment rate. However, providers may bill for deductibles and/or co- payments. Retrospective Funding Group Number: 25168 -00 PPO /CG 99 i I IGHMAR BLUE SHIELD Ah(Ms r,esMm1 L( smsm NflaBlun CrossmMflhseShkMASSSKiaGm August 20, 2009 Ms. Lori Stanke The Weston Group 2222 Sullivan Trail Easton, PA 18040 -0000 RE: .25168-03 COMPREHENSIVE MAJOR MEDICAL HEALTH CARE EXCLUSIVE PROVIDER PROGRAM CONTRACT FOR EXPERIENCE RATED GROUPS UTILIZING AN APPROVED SPECIFIED NETWORK OF PROVIDERS, WITHOUT A GATEKEEPER IDENTIFIED AS EPOBLUE (effective August 1, 2009) Dear Ms. Stanke: We appreciate your support and participation in Highmark Blue Shield. We are required to provide each of our group accounts with a contract that represents the benefits you purchased for your.employees. Please keep the enclosed health care contract, which represents your group's current benefits, for your records. You should also review and keep for your records the enclosed "Notice of Privacy Policies and Practices," which includes important information about Highmark's privacy policies. There's no need for you to sign or return a copy of your contract at this time because, when your group enrolled for coverage, you completed and signed an "Application for Group Benefits." Your signature on the application constitutes your agreement to the terms of the group contract. Your client manager provided you with a copy of this form for your records. Please attach the enclosed contract and privacy notice to your copy of the group application, both of which are part of your group contract. We are committed to providing you and your employees with quality health care coverage, and we appreciate your allowing us to serve you as a Highmark Blue Shield customer. If you have any questions regarding this documentation, please contact your Highmark Blue Shield client manager. Sincerely, Market President, Highmark Blue Shield Enclosures COMPREHENSIVE MAJOR MEDICAL HEALTH -CARE EXCLUSIVE PROVIDER PROGRAM CONTRACT FOR EXPERIENCE RATED GROUPS UTILIZING AN APPROVED SPECIFIED NETWORK OF PROVIDERS, WITHOUT A GATEKEEPER IDENTIFIED AS EPOBLUE effective as of August 'l, .2009 by and between THE WESTON-GROUP (Called the Group) and HIG AMARK BLUE SHIELD* (Called - the Plan) A Pennsylvania non - profit corporation whose address is 1800 Center Street, Camp Hill, Pennsylvania 17011 GUARANTEED RENEWABLE DESCRIPTION OF COVERAGE: This program sets forth a comprehensive program of inpatient and outpatient benefits. Cost - sharing options are available such as deductibles, coinsurance, copayments, and annual and lifetime maximums. Except for emergency care services, benefits are only provided for services performed by a network provider as defined in this Contract. If covered services are not available from a network provider, preauthorization from the Plan must be obtained to receive services from a provider outside the network. Benefits are subject to the Healthcare Management Section with possible loss of benefits for non - compliance. A gatekeeper is not necessary to access benefits from providers. This Contract is non - participating in any divisible surplus of premium. NOTE: All networks described within this Contract have been approved by the Pennsylvania Department of Health, except for the network described as the local PPO Network. *An independent licensee of the Blue Cross and Blue Shield Association EPO /CG SECTION FA FINANCIAL ARRANGEMENTS 1. SUBSCRIPTION RATE PAYMENT The Group shall pay to Highmark Blue Shield, the following monthly subscription rate for each Contract enrolled as of the first day of the coverage month: Medical Prescription Drug Deposit Maximum Deposit Maximum Individual $307.69 $361.99 $62.33 $73.33 Parent and Child $642.46 $755.84 $130 $153.12 Parent and Children $881.53 $1,037.09 $178.58 $210.09 2 Person $642.46 $755.84 $130.15 $153.12 Family $881:53 $1,037.09 $178.58 $210.09 The Group shall pay the subscription rate specified above for each contract during the period that such Employee or Member shall continue to be a Member and until coverage is terminated, pursuant to the General Provisions hereof. 2. SUBSCRIPTION RATING PROVISIONS A. Subscription rates are computed in accordance with Highmark Blue Shield's retrospective refund rating formula. 1) Payment of deposit subscription rates shall constitute total deposit income received. 2) Retention shall be 16.81 % of Developed Premium (Medical). Retention shall be 4.75% of Developed Premium plus $0.75 per Contract Per Month (Prescription Drug). B. The parties agree that as soon as practicable after the end of each contract period, a settlement for such period shall be made as follows: 1) Highmark Blue Shield shall determine the cost of claims incurred during such contract period. .2) Highmark Blue Shield shall calculate the total subscription income required during such contract period that is an amount equal to the cost of claims incurred plus retention. The amount so calculated shall be called the income required or "Developed Premium ". 3) Highmark Blue Shield shall calculate what the total maximum income for such contract period would have been had the maximum subscription rates been paid. Group Number: 25168 -03 EPO /CG 86 4) If the total amount of deposit income received for such contract period exceeds the total income required, the excess will be refunded to the Group. This refund shall be reduced by an amount equal to accumulated deficits, if any, incurred by Highmark Blue Shield during prior contract periods. In addition the Group agrees to pay an amount not to exceed the total maximum income as calculated in paragraph B. 3) above for each contract year until such accumulated deficits are eliminated. 5) If the total amount of deposit income received for such contract period is less than the total income required, the Group shall pay (within 30 days after receipt of the settlement) to Highmark Blue Shield, such difference (including deficit amounts, if any, carried forward from prior Contract periods); provided, however, that the payments hereunder by the Group shall not exceed the total maximum income as calculated in paragraph B. 3), above. 6) If the total income required as calculated in paragraph B. 2) is greater than the total maximum income for such period, the deficit with no interest charge shall be carried forward to subsequent Contract settlement periods. This deficit or any part thereof from one or more contract periods shall be carried forward from year to year until the amount is recovered by subsequent surpluses. C. If the parties agree to change from a retrospective refund arrangement to another financial arrangement, any accrued deficits from contract periods prior to the effective date of the new financial arrangement will be paid by the Group to Highmark Blue Shield. This payment will be over a period, mutually agreed upon by both parties, not to exceed three years. D. If the Contract is terminated by either party at any time, Highmark Blue Shield will calculate a final settlement. If the total income received for the final contract period exceeds the total income required, the excess will be refunded to the Group. However, this refund shall be reduced by an amount equal to accumulated deficits, if any, incurred by Highmark Blue Shield during prior contract periods. Any remaining accumulated deficit shall be paid by the Group to Highmark Blue Shield within sixty (60) days of the completion of the settlement. If the total income received for such contract period is less than the total income required, the difference (deficit), plus any accumulated deficits from prior contract periods, shall be paid by the Group to Highmark Blue Shield within sixty (60) days of the completion of the settlement. E. Groups that have selected multiple products under more than one Contract may require rate staging. Multiple products are defined as any combination of medical products/benefit options and /or drug products /benefit options. Group Number: 25168 -03 EPO /CG 87 F. Notwithstanding anything to the contrary set forth in this Section, the settlement procedure for Groups selecting multiple products shall be based on calculations using aggregated data from all of the separate medical and /or drug Contracts. That is, all Contracts are combined for this purpose, and treated as if they constitute a single Contract. 3. OUT-OF-AREA-SERVICES Blue Cross and Blue Shield Plans nationwide have implemented the Blue Card Program to provide consistent claims processing for members regardless of where the member seeks processing for medical care. Under your arrangement with Highmark Blue Shield, the cost of a claim for services received outside of the Plan's service area includes the price negotiated and paid by the Blue Cross and Blue Shield Plan operating in the service area where services were received (that Blue Plan is called the "Host Plan "). The claim cost may also include an access fee charged by the Host Plan for "accessing" the discounted prices negotiated by the Host Plan. The access fee, if one is charged, is up to ten percent of the discount the Host Plan has obtained from its providers (but not to exceed for any claim). The access fee may be charged only if there is a discount and the Host Plans' arrangement with the provider prohibits billing Members for amounts in excess of the negotiated payment rate. However, providers may bill for deductibles and /or co- payments. Retrospective Funding Group Number: 25168 -03 EPO /CG 88 �� �� H I GHMARK BLUE SHIELD l January 12, 2010 Ms. Lori Stanke Benefits Manager The Weston Group 2222 Sullivan Trail Easton, PA 18040 Re: Client #097380 I Dear Ms. Stanke: Thank you for choosing Highmark Blue Shield as your health insurer. We are proud to have i you as our client and pleased to partner with you in our mission of helping our members live longer, better. As part of your 'Retrospective Refund Deposit Maximum financial arrangement, Highmark Blue Shield prepared a settlement of the amount paid by .your company and compared it to claims and administrative services paid by Highmark Blue Shield for your employees, The enclosed financial settlement provides this information. As a result of your settlement, $220,067.78 is due to Highmark Blue Shield within 30 days. The remaining deficit of ($664,131.05) will be carried forward to the next settlement period. Karina Gonzalez, your Client Manager, is available to meet with you to review the settlement enclosed. Again, thank you for choosing Highmark Blue Shield. Sincerely, Jack J. Jaroh Vice President Middle Market Sales and Service Camp Hill PA 17089 Hishn k Blue Shleld is an Ind yendcal Ucenseo o /the Blue Goa and Blue Shield Astocialion LM)dl (3A)1 i 1 The Weston Group, Ina. Retrospective Refund Deposit/MaAmum Settlement Summary Report August 1, 2008 to July 31, 2009 PPOBlue Prescription Drug T o ta l Medical Maximum Income 1,250,273.60 187,219.48 1,437,493.08 Income i 3 O58,84926 158,576.04 1,217,425.30 Claims Paid 1,139,118.16 322,328.28 1,461,446.44 Less Prior Run Out Claims 54.188.45 979.38 55,167.83 Less Prior Estimated Outstanding Claims 17,500.00 200.00 17,700.00 Plus Current Run Out Claims 70,870.47 3,389.43 74,259.90 Plus Current Estimated Outstanding Claims 24,200.00 400.00 24,600.00 Plus Pooling Charge 47,933.72 0.00 47,933.72 Less Actual Pooled Claims 12,080.77 0.00 12,090.77 Total Claims Expense 1,198,343.13 324,938.33 1,523,281.46 Retention 286,776.62 (1,429.32) 285,347.30 Total Incorne Required 1,485,119.75 323,509.01 1,808,628.76 Net Surplus (Deficit) (426,270.49) (164,932.97) (591,203.46) Prior Deficit (292,995.37) Total Surplus (Deficit) (884.198.83) Amount Due at Maximum Rates 220,067,78 Deficits Carred Forward to Future Settlements ($664,131.05) Dc! 22, 2009 1 080108 097380 073109 i Exhibit A The Weston Group. Inc PPOOtue August 1, 2008 to July 31. 2009 Current Year Expense Claims Less Prior Pits Current Pooling Group Maximum Estimated Estimated Plus Lem Total Cialan Total Income Number Contracts Income Income Paid Run Out Outstanding Run Out Outstanding Charge Actual Expense Retention Required 02516800 297 138,719.67 117,912.34 41,56652 11392 500.00 10,49532 1.100.00 2,18952 an 54,738.04 13,099.41 67.837.45 02516801 405 237,78335 2132,116.74 157,85435 6,29176 2,100.00 27136 3.200.00 6,372.12 0.00 159,303.07 38,12237 197,425.04 02516802 1174 873.76.998 738,82alS 939,69719 147,779.77 14,900.00 60,103.19 19,900.90 39,372.08 12.090.77 984.302.02 235,554.24 1219,85626 3ota1 1,976 $7 750 273 b0 51,05884926 57,139,11816 554 i 88 45 $1750000 $70.870.47 524,200.110 J $47,933-72 $12,09QT7 $ t,198 343_]3 3285.,77662 51,485,11975 Retention: 1931 Percent of Developed Premium I I • I Oct 22.2009 2'18:27 PM i Oft 080 108097380073104. i Exhibit B The Weston Group, Inc. Prescription Drug August 1. 2008 to July 31, 2009 Current Year Expense Gaims Less Prior Ptus Current Pooling Group Maximum Estimated Estimated Plus Less Totallclaims Total I Number Contracts Income Income Paid Run out Outstanding Run Out Outstanding Charge Actual Expense Reten ion Required 02516800 297 22,35434 19,00199 7,050.36 33.53 0.00 0.00 0.00 0.00 0.00 7.01 M (2,30(L47) 4,71636 02515801 405 38,100.74 32,385.92 20,028.75 70 &78 0.00 18.64 0.00 0.00 0.00 19,338.61 (2,649.78) 16,68&83 02516802 1,274 126.764.40 107,188.13 295,249.17 237.07 200.00 3.370.79 400.00 1 0 .00 0.00 298,582,89 3,520.93 302,101$2 Total 1,976 $187,219.48 $158.376 $322.32828 597938 $I00,OD 33389.43 $400.00 $0.00 $0.00 $324,93833 ($1,429.32)1 $323.509.0'1 Retention: ($8.50) Per Contrad, 4.75 Percent of Developed Premium i i Oct 22.2009 2:1827 PM 2 of 2 480108097380073109 . ,.N .._.,�..c..a..R. wr?.a:Fi `:ti.;.dr� ;W;��SS• .. .. - i H BLUE SHIELD P All ,mk,. ,,.wd u�w,w.. dm„ nr� r.�,,,o�d .cdnw } Post Office Box 382022 Invoice Number: 100112097380 Pittsburgh, PA 15251 -8022 SETTLEMENT Client Information Client Name The Weston Group Contact Ms. Lori Stanke Invoice Date 01/12/2010 Address 2222 Sullivan Trail Due Date 0211212010 I city Easton State PA ZIP 18040 Client No. 097380SETT Period Covered: TOTAL Medical Settlement August 1, 2008 - July 31, 2009 $220,067.78 TOTAL DUE: .$220,067.78 f i I Invoice Number: 100112097380 GHMMK. BLUE SHIELD A, 6,dq"Ww4 U, ur ew- rm..,Munnm Client information: Client Name The Weston Group Client No. 097380SETT Invoice Date 01/12/2010 Due Date 02/12/2010 Total Due $220,067.78 Mail To: Highmark Blue Shield Post Office Box 382022 Pittsburgh, PA 15251 -8022 RETURN THIS COPY WITH YOUR PAYMENT - - --- THE WESTON GROUP,INC:— - _.= _`; = - - 35897.' 2222 SULLIVAN TRAIL . - - - _-. - _ CO FSe - _:. - -- - •-EASTON,PAiS040 :- - -EN�LEWOOD CU W FFS,NJ382----'r_--=— 6/4/2010 -- --_ B PAY TO THE-- Highmark Blue Shield _$ "55,016.94 -= ORDER OF - i# Fifty-Five Thousand sixteen and 94/100__ _ _ _ ___ _ aouaRS Hlghmark Blue Shield -- - -•-- - - - PO Box 362049 Pittsburgh,PA 15251-i049 -_- . •._.. _. _ _ — Annual Settlement-payment 1 of 4'- IV ° . 11'0358971" 1:0212726551: 10 20 2 2 24490'__ •, _- _- ,�'000550.1694�!'_•__ Deposit Date: 6/14/2010 R/T:021272655 Lockbox:382022 Account Number: 1020222449 Batch: 65 Check Number: 35897 Transaction: 1 Amount:$55,016.94 THE WESTON GROUP.INC. - . - ._ - SM"BARNEY '36170-- - 2222 SULLIVAN TRAIL _ CmBANK,FS8 -- - - EASMN,PA 18040.• - ENGLEWOOD CU 62 FFS,NJ 073 - _ _• _ �-_ •_- - ---•- 6572352(2: _. ---• — - - 6/28/2010 S •PAY TO THE Highmark Blue Shield-ORDER OF "55,016.94 9 a -- Fifty-Five Thousand Sixteen and 94/100 DOLLARS e C Highmark Blue Shield_ - - — PO Box 382049 - Pittsburgh,PA 15251-8049 Annual Settlement-payment 2 o44 - 11'036.170n'- 1:021272655,,: 102022244911'. d'0009so1694its. ?'-�^.t:r Z'^-r.:•a�. _�.swa� ,..t.nr.^d•?R�d•n.•�t.:s.,+n rar.J..c—.vx !•�?w.n.i� m..n.�n.+e•+o.ti-7•......•f+........>..•r.«.�.w.�. Deposit Date: 7/6/2010 R/T:021272655 Lockbox: 382049 Account Number: 1020222449 Batch: 67 Check Number: 36170 Transaction: 7 Amount:$55,016.94 - THE WESTON GROUP,INC. S&M BAFOW _ 36249'. 2222 SULLIVAN TRAIL CmeANK.FES _ EASTON,PAISM –— - ENRLEWOOD CLIFFS,NJOMM - -.. ss nssrzrz 7/2/2010 V PAY TO THE Highmark Blue Shield $ "55,016.94 P.- ORDER OF Fifty-FiveThousand Sixteen and 941100 ""'**""*` ' q M DOLLARS Highmark Blue Shield K' PO Box 882049 Pittsburgh,PA 15251-8049 4700000011 c. y Annual Settlement-payment 3 of 4 V H00362490. .11:0212' 26.551: 10202221-t-90- .+1000SS0169410 V'W.4:'•7-+T. CIE.-� .iL..l.�!+�...1 .N 4M A....vi-..M wiu...MA.4C:.1-..Mw�M•n.W 4•/w.A7...w��.y,'.ul.a••v._a.ry.+.hY.,w,wr _ . Deposit Date: 7/6/2010 R/T:021272655 Lockbox: 382049 Account Number: 1020222449 Batch:68 Check Number:36249, Transaction:4 Amount:$55,016.94 THE WESTON GROUP,INC. SYRHBAMEY _ 362$1 2M SULLIVAN TRAIL CMBAW,FSB - - — EASTON,PA 18NO - ENGLEWOOD CUFFS.NJ O7362 - -- -- -- _ - •-- - - - 65.728.x212 _ _-• 7/212010 PAY TO THE HlghmarkBlueShield- $ "55,016.94 — ORDER OF Fifty-Five Thousand Sixteen and 94/100""" DOLLARS Highmark Blue Shield - PO Box 382049 � Pittsburgh,PA 15251-8049' ' v = - t O Annual Settlement-payment 4 of 4 0036 2 5 Zn•_ 1:0 212 7 26 S S4 10.20.2 2 2449n' 0 550 16 .'�.'•- •.�. :'?Iris-•Ti:LT(-LLa?.:..7i.P,r..J,.as.•� .." .4Y./.+..P..r4..Y...ti+x.r/;.�...+h •a'M.+o-...ea...re...-b.•r.•+e...ww...w. Deposit Date:7/6/2010 R/T:021272655 Lockbox: 382049 Account Number: 1020222449 Batch:'68 Check Number:36251 Transaction:5 Amount:$55,016.94 s t . &lvinRK. BLUE SHIELD April 6_201 Ms. Lori Stanke Benefits Manager The Weston Group, Inc. 2222 Sullivan Trail Easton, PA 1 8040-0000 Subject: Client 097380-The Weston Group,Inc. .Dear Ms. Stanke: Your health plan coverage with Highmark Blue Shield is due for renewal. We take:this opportunity to thank you.for being a valued customer.during the current.renewal:period. We are committed to.continuing our relationship with you and to maintain exceptional service. When executed by you and returned to us,this letter amends your existing contract to extend coverage effective August 1,2010 through July 31, 2011. at the.premium rates noted. 'fhe monthlly premium rates necessary to provide_coverage:;for the:new benefit.period-are as.follows: Group(s): 025168-00 PPOBlue Deposit Rate Maximum.Rate Individual $464.78 $546.80 Parent and.Child $970.4:6 Parent.iand..:Children $4351.39 :$1,566..5;8 Two:Person _$970:46 `$:1,1 41.72 Family $1,331:59 $1,566.58 Prescription Drug Deposit Rate Maximum Rate Individual $72.54 $85.34 Parent and Child $151.47 $178.20 Parent and Children $207.83 $244:50 Two Person $1.51,47 $178.20 Family $207.83 $244.50 Camp HilLPA 17089 oetehm,.r enM s+rn,t e.„+.�in:MM.T+r;..,..•„fries nx,..rr,„„,K;m.»s+.;.;,r.e:,;y.;:n+�. Ms..Lori Stanke April 6, 2010 Page.2 Group(s): 025168-03 Deposit:Rate Max"imumRate Individu a] $3' $.7 : 45243 Parent and Child $802.97 -$944:67 Parent and Children $1,101.78 $1,296:21 Two Person $802.97 .$944..67 Family $1,10.1.78 $1,296.21 Prescription Drug Deggil Rate Maximum-Rate Individual $72;54 $85.34 Parent.and Child $1.51;47 S178.20 Parent and Children $207.83 $244.50 Two-Person $151.47 $178.20 Family S.207.83 S244.50 Renewal of your health benefits plan is contingent upon your satisfying our enrollment and underwriting--requirements. The.-required rates tfor the renewal period noted above are calculated using actuarial methods approved.by the Pennsylvania Insurance.Department. Your rates have been..developed'based::o-n-.youT group'`s;.demographic composition,your prior use of medical -services,and your currentben&fit design. In accordance-with the Paul.W.,61.1stone,and Pete D.omenici.r.Mental'Health-Parity-and Addiction I.,'quity Act of 2008, coverage*for mental health and/or substance abuse-benefits has been modified to be in parity with coveragefor medical/surgical benefits. As part of the Federal Stimulus Package, employees who lose their coverage through involuntary Joss.of emploympint are n0weligible to have 65%of their COBRA premiums paid by their ,employer. This.expanded op, gb th-e:Stim ulus:,?..ackai�,re:is...ant',idi,pated to increase por-tunity.ftou the:.number-oftenrollees in.,.COB.,R.,A.,-.-and--these:enrol.lees.lha�ve historicdllYhad.highqr-.than no.rrnal' :utilization. As.a-result,your-renewal'-will reflect-a small increase based on this anticipated increase in utilization, "To renew Your health benefits plan coverage with us,please acknowledge acceptance to the contract amendment and associated premium rates by signing and returning this renewal letter to I-lighmark Blue Shield. To minimize disruption to your employees and to ensure we can properly implement your new health benefits-plan, we have established the following policy for processing your renewal, Ms. Lon Stanke April 6, 2010 Page 3 RENEWEXISTING PLAN '0 Thirty(30) days prior to the effective date of your new contract period constitutes the cut-off. RENEW.WITH PLAN CkMNGES • Renewal documents received after the cut-4ff-will require us to delay your new coverage one month -beyond the effective date included in this letter. During this time, your current.health benefits plan will remain in force and you will be billed for coverage at the renewal.rates noted here. We-encourage you to return your signed renewal in the enclosed,postage-paid reply tenvelope at your earliest convenience. Please,'return:your executed renewal letter to,,: Producer Affairs:SP-6E Higbmark Blue Shield PO Box 890.099 Camp Hill,PA 17089-0089 'Thank you;for theopportunity,to-serve:you during the current:bendfit periodi We look forward tothe opportunity:to continue-our-relationship-with.you. lf you bave..an y questions, contact your Highmark Blue Shield Client Manager or your authorized Highmark Producer (broker). Sincerely, Jack J. Jaroh Vice President Middle Market Sales and-Service Enclosure PLEASE NOTE: Highmark Blue Shield is working hard to manage the cost of health care. In this time o .frising health care costs, the following features are already at work in your health plan as strategies that minimize./urther health care cost inflation: Provider Riscounts—Because our allowances are predominantly-less than health care providers' normal charge,you and your members enjoy substantial savings. And using-a network providerthat promises such savings is easy because Highmarktas the most expansive.networks.in.Pennsylvania. Ms. Lori Stanke April 6,20 10 Page 4 • Enhanced Pharmacy Discount Saves on Drug Costs—Highmark has negotiated improved network discounts on prescription drugs. The expected savings are reflected in your pharmacy renewal rates. �-- Ensuring.Appropriate Care—Highrnark is a demonstrated leaderiwmedical policy application..and related,:process:such-as:case management,pre- and°.post=medical utilization.review-and:.aggressive prescription drug utilization programs. Stringent application of these programs reduces.unnecessary utilization of services while ensuring quality, appropriate.access to the right services, at-the right time, in the right setting. -• Prevention and.Detection.Services—Preventing or detecting pro>jlems before they become.serious is:key.to managing.heal.th.care costs. Highmark's:award winning-Blues on Call program and- ntegrated condition.managernent�prograrn&can'helpyour employees better-manage. heirhealth. Doing.so..can..lower.-your costs-and-:increase your business'productivity. • Com:petiti�e COBRA:Administration>Services— WeZare.pleased-.to let-you know that HM.Benefits.Administrators.(HMBA),a.member company of.Highmark.Inc., will be sending,under separate.cover, a competitive COBRA administration quote. As a Highmai=k customer,should you.also opt for HMBA.COBRA services, you could enjoy the administrative-efficiencies the organizations have built with one.another. Whether you are an existing;customer of-HMBA who:is interested in.renewing coverage, or.if you are-receiving HMBA information-for the first time,we ask you to review the.pricing and services and.consider using HMBA for your COBRA administration. Accepted by: Title: 'Signature.of Authorized Group:Representative) Email Address: Company Name:The Weston Group,Inc. Date: The Weston Group, Inc. Product Premium Summary Renewal Date:0810112010 Ma - o.: �� :es� . .A . ._. due: �.,. .. ... PPOBIue $60,717 $72,787 19.88% 46.15% 45.60% EPOBlue $50,805 $63,499 24.99% 38.61% 39.78% Prescription Drug $20,053 $23,338 16.38% 15.24% 14.62% Total $131,575 $159,624 . 21.32% 100.00% 100.00%. Note:The income numbers shown above are for illustrative purposes only and are used solely to estimate the overall renewal rate change.The average monthly income figures represent premium estimated using recent enrollment. �IIC;Hfvt/�RK: E3LUE SHIELD The Weston Group,Inc. Product Renewal Detail Retrospective Refund Deposit/Maximum Group Health Plan Experience Period:11/01/2008- 10/3112009, Paid through 12/31/2009 Renewal Period:08/01/2010- 07/31/2011 Average Monthly Members 318.2 318.2 318.2 Ending Members 305.0 30510 305.0 Medical t RX TOTALS Total Total Total Known Allowed Charges $1,304,087 $396,324 $1,700,411 Adjustments to Claims: Shock Claims Excluded $20,109 $0 $20,109 Pooling Charge' $74,730 $0 $74,730 Benefit Mandates $35,733 $0 $35,733 Other Adjustments $0 ($2,656) ($2,656) Benefit&Utilization Changes $0 $0 $0 Demographic Changes ($3,424) ($998) ($4,422) Adjusted Annualized Allowed Charges $1,391,017 $392,670 $1,783,667 Estimated Outstanding Allowed Charges $28,099 ifi $1,340 $29,439 Ultimate Allowed Charges $1,419,116 $394,010 -( $1,813,126 Ultimate Allowed Charges at Ending Enrollment $1,360,223 a $377,658 $1,737,881 Credibility Percent 49.24% '°' 49.24% 49.24% Manual Cost Allowed Charges $1,333,191 $275,086 $1,608,277 Credibility Adjusted Allowed Charge $1,346,502 $325,592 $1,672,094 Projected Allowed Charges $1,641,925 $390,841 $2,032,766 Resulting Trend Factor 21.94% rl 20.04% 21.57% Annual Trend Factor 12.0% 11.0% Impact of Member Liability ($281,405) ($107,051) ($388,456) Projected Incurred Claims $1,360,520 $283,790 $1,644,310 Retention $274,917 $14,806 y $289,723 Prescription Drug Fixed Rebate 3 $0 s ($18,537) .a ($18,537) Preliminary Required Income $1,635,437 a $280,059 $1,915,496 Adjustments to Required` $0 t $0 $0 Required Income $1,635,437 $280,059 $1,915,496 Staging Adjustment $0 $0 $0 Staged Required Income $1,635,437 $280,059 $1,915,496 Final Renewal Income . $1,635,437 $280,059 $1,915,496 Income at Current Rates $1,338,263 $240,639 $1,578,902 Percent Change 22.21% .I 16.38% 21.32% IMF The Pooling Charge and Threshold detail is displayed on the Renewal Rate Exhibit. _ 'The Retention detail is displayed on the Renewal Rate Exhibit. Note:The Income numbers shown above are for Illustrative purposes only and are used solely to estimate the overall renewal rate change. Note:The above Benefit Mandates reflect the following: 1)Act 62 coverage for Autism Spectrum Disorders;2) Additional costs anticipated through Increased COBRA enrollment under the Federal Stimulus Package;3)Paul Wellstone and Pete Domenid Mental Health Parity and Addiction Equity Act of 2008. Note: The Other Adjustments field reflected above represents a reduction to prescription drug claims for the expected improvments In our negotiated discounts. Note: The above rates Include Producer commission as stipulated In the Producer of Record Letter you have provided to Highmark Blue Shield. Detail-1 1-11Gt-IMNtK..® Buzsrmu� The Weston Group,Inc. Monthly Renewal Rate Exhibit Group Number(s):025168-00 Renewal Date:0 810 112 0 1 0 �ntZa Pq•§lu fires tib otalttate >. Qe" Maximum e i Maximum s Maximum VIM Rate at Rate Rae Rate Individual $387.71 $456.13 $62.33 $73.33 $450.04 $529.46 Parent and Child $809.54 $952.40 $130.15 $153.12 $939.69 $1,105.52 Parent and Children $1,110.79 $1,306.81 $178.58 $210.09 $1,289.37 $1,516.90 Two Person $809.54 $952.40 $130.15 $153.12 $939.69 $1,105.52 Family $1,110.79 $1,306.81 $178.58 $210.09 $1,289.37 $1,516.90 Fle Maximum 0 Maximum Maximum a Rate RA Rate Rate m Imen Individual $464.78 $546.80 $72.54 $85.34 $537.32 $632.14 51 Parent and Child $970.46 $1,141.72 $151.47 $178.20 $1,121.93 $1,319.92 6 Parent and Children $1,331.59 $1,566.58 $207.83 $244.50 $1,539.42 $1,811.08 1 Two Person $970.46 $1,141.72 $151.47 $178.20 $1,121.93 $1,319.92 10 Family $1,331.59 $1,566.58 $207.83 $244.50 $1,539.42 $1,811.08 16 64 Pooling Threshold: PPOBIue$135,000 Pooling Charge: PPOBlue 5.50% Retention: PPOBIue: 16.81%of Developed Premium Prescription Drug: $0.75 Per Contract Per Month+4.75%of Developed Premium. Prescription Drug Fixed Rebate: ($9.25)Per Contract Per Month Rate-1 tiiG-WARK.kS ta;sa�mn The Weston Group,Inc. Monthly Renewal Rate Exhibit Group Number(s):025168-03 Renewal Date:0810112010 e Maximum be„. Maximum os Maximum R Rate a Rate Rate Individual $307.69 $361.99 $62.33 $73.33 $370.02 $435.32 Parent and Child $642.46 $755.84 $13015 $153.12 $772.61 $908.96 Parent and Children $881.53 $1,037.09 $178.58 $210.09 $1,060.11 $1,247.18 Two Person $642.46 $755.84 $130.15 $153.12 $772.61 $908.96 Family $881.53 $7,037.09 $178.58 $210.09 $1,060.11 $1,247.18 Maximum Maximum Maximum Ra Rate Rate OW Rate ncol e. Individual $384.57 $452.43 $72.54 $85.34 $457.11 $537.77 46 Parent and Child $802.97 $944.67 $151.47 $170.20 $954.44 $1,122.87 10 Parent and Children $1,101.78 $1,296.21 $207.83 $244.50 $1,309.61 $1,540.71 1 Two Person $802.97 $944.67 $151.47 $178.20 $954.44 $1,122.87 5 Family $1,101.78 $1,296.21 $207.83 $244.50 $1,309.61 $1,540.71 21 83 Pooling Threshold: EPOBlue$135,000 Pooling Charge: EPOBlue 5.50% Retention: EPOBlue:16.81%of Developed Premium Prescription Drug: $0.75 Per Contract Per Month+4.75%of Developed Premium. Prescription Drug Fixed Rebate: ($9.25)Per Contract Per Month Rate-2 `�IIGFItiLtiftF�, w;s nrrci n Renewal Acceptance Form Experienced-Rated Groups 51+Enrolled Received Group Name:_The Weston Group JUL 1 6 2:010 Client.Number: 0973.80 Effective Date of Change: 811/201.0 Date Renewal Delivered: 4/2/2010 %.Increase Originally Presented:21.94% %o Increase Sold: (1) Produce•rCommission_Reduced from 4%to 2.75%-NEW BOR received(amount will be added to Agency Tab on CIF). (2) 'Total Retention (amou.rit will be added to Product Tab on CIF—represents total client liability). Check All That Apply... © Accepted renewal-as quoted. X Accepted renewal,keeping same benefit program,but with:the following option .changes: • .Medical; Renewed two.existing medical plans and added a third option.EPO $2000 Ded. Renewing as eplatform. • Rx: Keeping the RX as is ($8/$35/$50) • Vision:_M.oving coverage from Davis Direct to Highmark branded 0 Accepted renewal, but with the following benefit.program changes: iwf�/p�y • Medical: • Rx: 1 • Vision 0 Accepted renewal, but-changed.the.financial arrangement as follows: COMMENTS: Renewed as E-platform Need two new coup numbers-aOne for Hi.ghmark Branded Vision and one for additional group number BWE SHIELD The Westow-Grnlep 100%/$0% $500/$1.000 $257$35 COPAY 5100 COPAY .BENS ..fTS—T'PO'Biur JN-lNl?TWORK OttT-01-N^TW()RK Deductible Per Benefit Period -$500 Individual SI0000 Individual 1,000-Farnily Aggrcgate $2,000 Farfilly Aggregate Out of=.•Pocket Limit Includes Coinsurance, Not•Applicahle $2;5001ndividuai certaln-exclusions»i / 55;000:Family A$gresrrte LiPetiuee=Maximum Unlimited -$U,'000,"000/person 'Eme enc .Room•Services. 100%PRC of ter.:5100".GopBy 'vaiveflfadmitted Office Vi1§is Primory'Care Phyvician 100%PRC after$25 Capay B0°/a.PRC after deductible S eciol Care P&vslcian 100%PRC after$35 Co ay 80"/o PRC•after deductible Physical Medicine _ i 00%PRC 6ftcr_$35 Copay_ _ 80%PRC after deductible Outpatient 20 visits benefit criod ---------------- -----.. Spinal Manipulations ---------100a/a.PRCafte_r.$35 CoPaA......... - ---- 80%PRC Hfter deductible---_ -- ----- 20 visirs/benctlr period P200369 t $0 $8/5357$50 $203905125 1NCENTIVE BE+WTI'.T S 'RETATL MJUL SER VIC E .Deductible None Prescription Drug 31/60190 day supply 90 day supply $81$16/$24°:Gerieric Copay 'S20'Creneric Copay $3557051.05 Brand Formula y:Copay $90:Btand;Formulary Copay j .$50/$100/$150:Bmnd�Mon-Eormut Co $12513tandlsiori4orini i . copay "Formulary Incentive -Genenc.Substitution Soft Out-of:Pocket Maximum NotApplicable Claim Submission Pharmacy Files at Point-of-Sale P200369 Retrospective Refund Premium-Rates Rates effective -u gust 4:2010 through July 31 2011 " ;ePlirtftirrti . Contract: :1Viedicsl Drug Total ...: .Individual $535.19 $83.35 $618.34 Parent&Chlld $1,117.48 $174.03 $1,291,51 Parent&Children $1.,533.32 '$238.80 $1,772.12 Two Person $1,1.17.48 $174.03 SI 91.51 Famii $1533e32 `$238:80 '$1'772.12 tiL�Sf'nC?f7LlCCl?l11=F/alliS All rates assume 75%of eligible.employees.will enroll in the;program. If 75%a do.not enroll,re-rating could occur. 77re proposed rates-are valid for-an eftectiveAute of August 1,2010,-and.upon-acceptance,.are valid•for 1 year from the effective date of coverage. Highmark Blue Shield has the right to-review and provide updated rates for additional effective dates. .information regardin applicable{commis ions will be made available upon request. Jq Accepted by 5 ' S / Title Date � /t� "IICH"K, BLUE SHIELD u.,rn,+e.r»wri.:rgw4wrxvl�r.WNI..Y..wr `� The Weston.Grnrfp EM I 80% $1,000/$2,000 $25!$3+COPAY 52.04 COPAY B'.E1 FM.S-EPOBlue IN�NE7,W .RK." Deductible Per Benefit Period $1;000 Individual $2,000 Family Aggregate Out.O---Pocket Limit Includes Cainsuraner.,eertain 52;500 individual exel-non,m -PP/Y-PP/Y $5,000 TamilyAggregate. Lifetime Maximum Utilimited Fmergency,lkoom"Services 100"/.PRC.after$100 co ay-waived if admitted Office Visits Primary Care Physictan 100%PRC attcr$25 Copny S eclat y Care Phy sician I00%PRC after$35 Copay Physical'Medicine 100%PRC aiter'S35 Copay........................ ---------------- ---------------- Out tent r 20 visits/ben cfit od Spinal Manipulations 04 ?RGr after.$35:CbpaY-----------------�--_-_ ------------------------------»_. __--------- 20vi§it§lbeue't' eriod :EPOC106. C s0 581$35!550 12015903125 INCENTIVE McNTb+ITS £+'EI'A.II,, MAIL SERNrlCE Deductible None Prescription,Drug 31/60/90 day supply 90 day supply S&l WS24 Generic Copay $20 Generic Copay $351$701$105"Brand Forrulary Copay $9013rand Formulary Copay 'S5=1OM ISO Brand Non-Formulary Co BrandNon-Formulary'Capay "Ca -Formulary Incentive Generic Substitution Sort Out-or-Pocket"Maximum Not A plicable Claim.Subtmission Pharmacy Files at Point-cif-Sale P200369 .Retrospective-Refund Premium Rates Rates effective ugust 1 20'10 through Jul 31 2011 . ePiattfiirlii 'Total Individual $442.85 $83.35 $,5260Gt: � Parent&•Chlid $924.67 $174.03 Parent.&Children $1,268:77 $238:80 $1.50?:57 - _, Two`Person $924.67 .$774.03 $I098:70 Family $1,268.77 1 :$238.80 1 $1,507.57.'] HLIEI PI-IODUC",LI-',AFI;;Alr7�, All rates assume 75%of eligible employees will enroll in the program. If 75%do not-enroll,xe-rating,:could occur. The proposed rates are valid for-an effective date of August 1,.2010,and upon acceptance,are valid-for I year from the effective datc of coverage. Highmark Blue Shield has the right to review and provide updated rates for additional effective dates. Information regarding-applicable c missions will be made available.upon request Accepted by Title. ; u1_ Tate '4:1114& �MARK. BLUE SHIELD T.We-Wesion,-.Group 17, 'N r "MNETWORK C.RWRGENCY ROOM' ;I)EDUctmix, VIS111's Sl S2fiOV/S4;000 $215535 COPAY I $166 COPAY Lon ffi`." Deduedble.-Per Benefit Period $2;000'lndividual .S4,060 Fat ill A cpatc. Out of4ftcket Limp.i-Indudes Coinsurance,certain :$2MO14dividuil qP T6 1 $5,0 0 O.Fam-11MAgogrelate Likhmd Maximum UrititYSited Emergency Room services 4000%PRC after$I00 co ay-waived if admitted Of ice"Visits Primary Care Physician 100%PRC after$25 Copay .5jwq Care ftuician I 0D11/oTRC after-$35 Cop _ay -Physkill Medicine 10011/o?RC--dtei.$35.CoT)aY------------------------ .QM-dilent 20,visitObcneftperiod I ..'spipolMidipulations 3 00%PRO-aftef$33 ------------- ---------- Copay------- -------—-------- fit.P - , . GustorruzedlTPO(7106 UT %AT1­-. MA-V ;RUI tt' I)EDUCM So I S8/$35/00 I S201S90/$125 I INCENTIVE Deductible -None Prescription-Drug 31760/90 4ky-supply 90.day supply S8/$161524 Genctic.Copay $26 Generic C pay $3557.0/51051rund Formulary Copay $90 BrandTormulary Copay V507S10011-501rand NomforiiiWary.Copay $125'Brarid Non-Fortriblar),'Conay Fornriilary 'Incentive Generic Substitution soft Out-of-Pocket Maximum Not.Apolicable Claim Submission Ptnm Files•at Poinj-ofTSAlc P2,00369 Retrospective Refund.Prem i u m Antes Rates-effective Aug!!st4,1010 through July.. 1,2011, I . SIMON 11-11 Individual $424.57 $83.35 $507.72 Parent.*.Child '$886.08 $174.03 $1060.11 Parent&:Children $121,5.82 $2381-80 $1,454.62 IqOS PRODUCER AFFAffIS .Two'Person $886.08 $174.03 5;1,06011I Vintily $1,213.82 $238.-80 $1,454.62% All rates assume 75%of eligible employees will enrol)in the program. If 75%do not enroll,re-rating could occur. The proposed rates are valid for an effective date of August 1,20,10,and upon acceptance,are valid for I year from the effective date of coverage. Highmark Blue Shield has the right to review and provide updated rates for.additional effective dates. Infonnation:regardipff>#pplicdbie,.commissions• ill.be• adc,available upon:request.. .y Date Accepted= by RQ Doc 43028 mak 7/7/2010 R) 4�`HJFGPMARK. BLUF SHIO.D Vie Weston Group Faskion Adpwilage 4,14ion Program (Option VI) sumnapy BENEFIT REWBURSE MENT(1) FREQUENCY(2) ,kye examination(including dilatinn,as professionally Once every 12 months indicated) Eyeglass lenses Once every l 2 months Frames Once every 12 months Contact lenses(in lieu qfeyeglass-lensay) Oneetve. 12:.Months EYE EXAMINATION 'Up,to 132,allowance (including dflatjon4 as professionally indicated) FRAINIES Fashion level framesfrom "77ic Collection" Covered In Full Designer level frames from "The Collection $20 copayment Premier level framesfi-om "The Collection" $40 copayment Retail allowance towards a provider'sfirame Up to$60 allowance j Up-to$30.allowance STANDARD EYEGLASS LENSES(3)(PERRAIR) Single vision Covered.In'Full Up w$25 allowance Bijacol Covered InTuR Up.to S36 allowance -Trifocal Covered In Full Up,to,$46 allowance -Lenticular Covered In Full Up-to$72 allowance OPTIONAL EYEGLASS LENSES(PER PAIR) Standard progressive lenses(4) $50.4iscounted price Not Covered Premium progressive lenses(4) S- 90 discounted.price Not Covered Glass Grey-0 prescription sunglasses $11 discounted price Not Covered Potycarbonate lenses Adult(5) $30 discounted price Not Covered Dependent children Single-vision Polycarbonate lenses(in lieu ofsingle vision Covered In Full Not Covered eyeglass tenses) Btfbcal.Palycarbonate lenses(in lieu of bifocal eyeglass Covered ffi Full Not Covered lenses) Trifocal Polycarbonate lenses(in lieu of trifocal eyeglass Covered In Full Not Covered lenses) Blended segment lenses $20 discounted price Not Covered Intermediate vision lenses $-30 discounted price Not Covered Class photochromic lenses $20 discounted price Not Covered Plastic photosensitive'lenses 465 discounted price Not covered High-index(thinner and lighter)lenses :$55 discounted-price Not Covered Polarized lenses $75.discounted price I Not-Covered OPTIONAL EYEGLASS LEN'S COATINGS/TREATMENTS Fashion,sun or gradient.fintedplastle lenses $11 discounted price Not Covered Ultraviolet coating $1.2 discounted price Not Covered Scratch-resistant coating $20 discounted price Not Covered Standard ARC(anti-reflective coating) $35 discounted price l3l�C5jVEjVot Covered Premium ARC(anti-reflective coating) $48 discountedprice Not Covered Ultra ARC(and­rg�eqiyecoatin $60:discounted,price Not Covered HBS 1-1iODUCEVi AFFAIRS 34 RQ Doc"#13078 mak 6130120100 U fy �+. �?,.� rtY�!.j ''Y/' .t y Z B M 1',ydx=s�y2}itt F t N.rK r t iG s`'lx=x's`°f`;{xr•{ ' r S y10,� H; �d 1 p �M Ills! CONTACT LENSES(6) (in lieu of eyeglass lenses—per pair.or._initial.supply of disposable contact lenses) Contact lens evaluation and fitting Daily wear Covered in full when formulary Not Covered contact lenses are prescribed Extended wear Covered in full when formulary Not.Covered contactlenses.are prescribed Formulary(7)/Nonformul ary Standard daily wear contact lenses Covered In Full/Up to$85 Up to$85 allowance allowance(8) Specialty contact lenses Covered In Full/Up to$85 Up to S85 allowance allpwan_ce(R) Disposable contact lenses Covered.l.n FuI/Up to$85 Up to$85 allowance *lowance(8) .,Medically necessary contact lenses rior a roval:re uired) Covered Ili Full. Up to$225 allowance LOW VISION'SER'VICES Evaluation—one visit every.5 years(prior approval required) Up to$300 allowance per visit FoIIOW-up visits—up to four follow-up^visits every 5 years Up to$.I00 allowance per visit Low vision aids Up to$600 allowance er aid/S1,200 allowance lifetime maximum (1)If you choose an out-of-net.w k provider,you must pay the provider directly for all charges and then submit a claim for reimbursement. (2)Eligibility wil I be determined from the date of the last similar service paid under this program:or any other Ilighmark Blue Shield vision program for this group. (3)Includes glass,plastic or oversized lenses. (4)Progressive multifocals can:be worn bymost people. .Cottventional bifocals will be.supplie.d.arno additional charge for anyone who is Unable to adapt to progressivelenses,however the discounted price Avill.notbe refunded. (5)Discqunfed:mettiber price_waived for monocular:patients and,patients with;prescriptions:+/-.6:0.0.diopters or:greatcr. (6):Contactlenses can be worn by-most peopic:.:Once:the contact lens:option°is zelected.and the:lenses fined,theY may not be exchanged:fnr eyeglasses. (7)Disposabic contact lens wearers will reccivefour multi-packs o:f.lenses:Planned replacement contact Ions wearers will receive two multi-packs of lenses. (8)Reimbursement amount is applied towards cost of contact lenses. The allowance may or may not apply to the evaluation/fitting. Prospective.-Rates Rates effective.August'l,2010 throu h July.31,2011 Vision Individual 17.40 Parent:&Child '$14180 Parent&Children 522:20 Two Person $14.80 Family $22.20 The proposed monthly rates are valid for an effective date of August 1,2010,and upon acceptance,are valid for 1 year from the effective date of coverage. Highmark Blue Shield has the right to review and provide updated rates for.additional effective dates. This program.-will be offered on a voluntary(100%Employee Paid)basis. Information re;ardin applicable commissions will be made available upon request. Accepted by —_� Titii,a, J"1C�1Vl" H1:1S l"HODUCl=R Ai--rltlms 42 RQ Doc#3028 mak 7M2010 R) i f _ C t r rr l � v 111F1_jC)�MA­R­K',, BLUE SHIELD December 30,2010 ,Ms.Lori Stanke Benefits Manager The Weston Group '2222 Sullivan Trail , Easton,PA 18040 Re* The Weston Group-097380 Dear-Ms.Starike: "Dank you for choosing Aghmark Blue Shield as your'hedlth­insurer. 'We are proud to have you as our client and pleased,to partner with you in our-mission of helping.our members live longer,better. As-part of your Retrospective Refund Deposit Maximum financial arrangement, Highmark Blue Shield -prepares -an annual settlement of the premium paid by your company and compares it to the health services paid by Highmark Blue Shield for your employees. The enclosed financial settlement,provides this information. As a result of your settlement,$240,-81-5.85 is,.-due to'Highmark'Blue Shield within 30 days. Karina-Gonzalez, your Client Manager, is available to-meet with you to review the settlement enclosed. Again,thank you for choosing Highmark Blue Shield, Sincerely, Jack J.Jaroih Vice President,Middle Market Accounts and Labor Aff-airs JJJ/kg Attachment bec: Nee,Gingrich,Wade,Browett, Wooddoll,Huff,File CA,nip HWTIA 7170(%) 11l rtY1.,1./tl The Weston Group,Inc. Retrospective Refund Deposit/Maximum Settlement Summary Report August 1,2009 to July 31,2010 PPOBlue Prescription Drug Total Medical Maximum income 1,356,717.72 245,456.02 1,602,173.74 Income 1.152,787.67 208,570.22 1.361,357.89 Claims Paid 1.512,568.74 289.,027.99 1.801,596.73 Less Prior Run Out Claims .70,870.47 3,389.43 74,259.90 Less Prior Estimated Outstanding Claims 24.200.00 400.00 24,600.00 Plus Current Run Out Claims 35,449.54 1.192.04 36.641.58 Plus Current Estimated Outstanding Claims 21,000.00 900.00 21,900.00 Plus Pooling Charge 44,836.40 0.00 44,836.40 Less Actual Pooled Claims 397,874.22 0.00 397,874.22 Total Claims Expense 1,120,909.99 287,330.60 1,408,240.59 Retention 226,499.54 (3,733.11) 222,766.43 Total Income Required 1,347,409.53 283,597.49 1.631,007.02 Net Surplus(Deficit) (194,621.86) (75,02727) (269,649.13) Prior Deficit (664,131.05) Total Surplus(Deficit) (933,780.18) Amount Due at Maximum Rates 240.815.85 Deficits Carried Forward to Future Settlements ($692,964.33) Dec 1,2010 10:24:09 AM 1 080109097380073110 Group Settlement Letter Checklist 12/01/10 The Weston Group Vice-President: Jack`Jaroh cc:097380 Sales Rep; Karina Gonzalez 8/1/2009-7/3-1/2010 Line of Business Pe_ riod Excess/Deficit PPOBlue 8/1/'2009-7,31/2010 (194,621.86) Prescription Drug 8/1/2009-7/31/2010 (75 027.27) Prior Deficit (269,649.13) (664,131.05) Amount Due at'Maximum Rates 240;8:15.85 Deficit.Carried Forward (692,964.33) Ms.Lori Stanke Benefits Manager The Weston Group 2222 Sullivan Trail Easton,PA 18040 Exhibit A The Weston Group,Inc. PPOBIue August 1,2009 to July 31,2010 Current Year Expense ' Claims % Less Prior Plus Current Pooling k Group Maximum Estimated Estimated Plus Total Claims Total Income Number Contracts Income Income Paid Run Out Outstanding Run Out Outstanding Charge Less Actual Expense Retention Required 5 02516800 969 702,801.52 S9695947 1,171,082.14 10,495.92 1,100.00 20,601.83 16,000.00 33,23391 397,874.22 830,8.47.74 167,887371 998,73511 '2' , 715 k 02S16801 0 0.00 0.00 572.81 271.36 3,200M 0.00 0.00 (120.77) 0.00 (3,019.32) (610.11) (3.629-43) K K 02516802 0 0.00 0.00 109,935.35 60,103.19 19.90.00 0.00 0.00 1.247.17 0.00 31,179.33 6,300.331 37,47966 4796) 02516803 1,055 653,916.20 555.828.20 1 230,978.44 1 0.00 0.00 15.447.71 5,000.00 10.476.09 0.00 261.902.24 52,921.95 314,82419 2+J 0 _m. . .. Total 2,024 $1,356;71712 $1;152,787.67 $1,512,568.74 $70,870.47 $24,200.00 $35,449.54 $21,000.00 $44,836.40 $397.874.22 $1,120,909.99 $226,499.54 $1,347,409.53 Retention: 16.81 Percent of Developed Premium Dec 1,2010 10:2632 AM 1 of 2 080109097380073110 Exhibit: B The Weston Group,Inc. Prescription Drug August 1,2009 to July 31,2010 Current Year Expense r; Claims Less Prior Plus Current Pooling Group Maximum Estimated Estimated Plus Total Claims Total Income � lt3 Number Contracts Income Income Paid Run Out Outstanding Run Out Outstanding Charge less Actual Expense Retention Requireduss^, 02516800 969. 112.98752 95,971.62 184,029.86 0.00 0.00 1.160.38 600.00 0.00 U0 185,790.24 617.89 186.40813 02516801 0 0.00 0.00 18.64 18.64 0.00 0.00 0.00 0..06 0.00 0.00 0.00 Goo 02516802 0 0.00 0.00 3,474.52 3.370.79 400.00 0.00 0.00 0.00 0.00 (29617) (14.77) (311-04) 02516803 1,055 132.4.68.50 112,598.60 101.504.97 0.00 0.00 31.66 300.00 0.00 0.00 101,836.63 (4,336.23) 97,500 40 35 098 20% Total 2,024 $245,456.02 820857022 $289,027.99 $3,389.43. $404.00 $1,192.04 5900.00 $0.00 $0.00 $287.330.60 ($3,733.11) $283,59749 Retention: ($8.50)Per Contract 4.75 Percent of Developed Pcemium Dec].2010 10:26:32 AM 2 of 2 080109097380073110 < T-11GH"K, BLUE SHIELD Post Office Box 382022 Invoice Number: 101230097380 Pittsburgh,PA 15251-8022 'SETTLEMENT Client information Clieht Name The'Weston Group Contact M&Lod Stanke,Benefits Manager Address 2222 Sullivan Trail Invoice Date 12/30/2010 Due Date 01/3012011 ICIty Easton State PA ZIP 18040 Client No. 097380 Period Covered: TOTAL Medical Settlement August 1,2009-July 31,2010 $240,816.85 TOTAL.DUE:l 424078-16---85-1 Invoice Number; 101230097380 JIGHMARK., BLUE SHIELD 'Client:information: Client Name The Weston Group Client No. 097380 Invoice Date 12/30/2010 Due Date 01/30/2011 Total Due -$240,815.85 Mail To- Highmark Blue Shield Post Office Box 382022 Pittsburgh,PA 1'5251-8022 ACCOUNTING COPY 1 \_ � _p - _ - - THE WESTON GROUP;INC.- _ __ -. ---- SMrMBARNEx_-- �- -- CMSMIC.FEB -- -=----- EASTdN, ` ENGLEWOODCUFFS.W073s2PA180 - _- 55.726x212 "- —- �'PAV TO THE Ntghmartc Biue Shield:; _ - _ __ -- -��$-240,815.85 _ ORDER OF .. — - — - - - - - - _ - _-Two Hundred Forty Thousand Eight Hundred Fifteen and 85/100 _ _ _ t~ Highmark Blue Shield -- - --=•- = _. _ _.—_- -" PO Box 382049..._._ Pittsburgh,PA 15251-8049 Client 097380-Settlement-Inv,.101230097380 _ _ --- - - -- 02i272655�,--10202224ti9!!* �_a'I30240$3t511 -- .•:ate. ^'*t•: :' - •..T.;,,::.x•..,.rt-M'..cz.�.�r :�..::�.-�•'{: ,i^, .;"!:,'"..`A - r..,,��s t• 's.• '9'•' "''!'"'Yii't 'u,'�•;1^'h.i�„t.�'*-�4.:4;,�.�•�_! ;....' r`!.n-. ,t.,=t,...r arty Deposit Date:4/21/2011 R/T:02I 272655 Lockbox: 382022 Account Number: 1020222449 Batch: 1 Check Number: 38068 Transaction: I Amount:$240,815.85 Human Resource Department .2222 Sullivan Trail, Easton, PA 18040 (610) 438-2020 or (800) 944-9782 Fax: (610)291-0303 M Up: I.nC. rr.•n:dNUrynou:.:a:ncn: .,,July 6, 2011 Highmark Blue Shield Karina Gonzalez P.O. Box 890089 Camp Hill, PA 17089-0089 RE:Termination of Group Coverage for The Weston Group (Medical and Vision Group#025168) Dear Karina, Please be advised that effective August 1,2011,The Weston Group would like to cancel our group health, prescription drug and vision with Highmark Blue Shield as we have secured coverage elsewhere. We thank you for your past coverage and service. If you have any questions, please let me know. Sincerely, 3�� Lori Stanke Director of Human Resources Cc: D. Abert D. DeEsch 9 / � I July 13,:201.2. Ms. Lori.Stanke Benefits Manager The Weston Group 2,222 Sullivan Trail Easton,PA 18040 Re: The Weston Group-097380 Dear Ms.Stanke: As part.:ofyour:financial arrangement,Highmark,prepared;a final.settiement of the billed income paid by:yo.ur company and compared it to the healthcare-services paid by.Highmark for your employees. As a result of the:enciosed financial settlement covering August 1,2010 through July 31,.2011 plan year,$730,456.78 is due to Highmark Blue Shield at maximum rates within 30 days. Karina Gonzalez,your Client Manager, is available to meet with you to review the enclosed settlement, Sincerely, Jack I Jaroh Vice President,Client Management JJJ/rh Attachment [;mrl 11.111 PP, 770:19 Higlunark Hlue Sfitold L ru Irelr,r.:nrlenr lietnre rdlhr.B)nn Cans anA tlin•rohrclrl nnuria,irn. The Weston Group, Inc. Retrospective Refund FINAL Settlement Summary Report August 1,2010 to July 31,2011 PPOBlue Prescription Drug Total Medical Income 1,543,373.49 272,771.71 1,816,145.20 Claims Paid 1,539,607.51 220,807.28 1,760,414.79 Less Prior Run Out Claims 35,449.54 1,192.04 36,641.58 Less Prior Estimated Outstanding Claims 21,000.00 900.00 21,900.00 Plus Current Run Out Claims 111,377.40 1,749.48 113,126.88 Plus Current Estimated Outstanding Claims 4,000.00 400.00 4,400.00 Plus Pooling Charge 77,064.87 0.00 77,064.87 Less Actual Pooled Claims 274,420.85 0.00 274,420.85 Total Claims Expense 1,401,179.39 220,864.72 1,622,044.11 Retention 243,590.41 (11,986.87) 231,603.54 Total Income Required 1,644,769.80 208,877.85 1,853,647.65 Net Surplus (Deficit) (101,396.31) 63,893.86 (37,502.45) Prior Deficit (692,964.33) Total Deficit ($730,466.78) Exhibit A The Weston Group,Inc. PPOBlue August 1.2010 to July 31.2011 Current Year ExpenseY t Claims Less Prior Plus Current Pooling ' 4 Group Maximum Estimated Estimated Plus Total Claims Total Income C� Number Contracts Income Income Paid Run Out Outstanding Run Out Outstanding Charge Less Actual Expense Retention Required r .r 02516800 811 0.00 632.422.70 871,989.61 20,001.83 16,000.00 102,883.44 2,400.00 46,56937 141,124.83 846,715.76 147,198.74 993,914.50 . 02516803 757 0.00 566.047.72 34S.864.OS 15.447.71 5,000.00 5,576.21 800.00 15,36853 67,73330 279.427.78 48,577.60 328.00538 ' f 02516804 518 0.00 344,903.07 321,753.85 0.00 0.00 1 2.917.75 800.00 15.12697 65,562.72 275.03S.85 1 47,814.07 322,849.92 `Q ; Total 2.086 SO.00 $1.543373.49 $1,539.607-511$35.449.54 $21.000.00 $111377.40 $4.000.00 1$77.064.87 $274.420.85 1 $1.401.17939 $243590.41 $1,644.769.80 A,r3;Q Retention: 14.81 Percent of Developed Premium May 9.2012 2:28:59°M 1 of 2 080110097380073111 ExhiL. j The Weston Group,Inc. Prescription Drug August 1.2010 to July 31,2011 Current Year Expensek, Claims Less Prior Plus Current Pooling r Group Maximum Estimated Estimated Plus Total Claims Total Income Number Contracts Income Income Paid Run Out Outstanding Run Out Outstanding Charge Less Actual Expense Retention Required 5 02516800 811 0.00 98.492.63 101,088.01 1,160.38 600.00 1,498.02 200.00 0.00 0.00 101,025.65 (4.231.67) 96393-9 g�;865 02516803 757 0.00 106.537.01 100.63253 31.66 300.00 119.18 200.00 0.00 0.00 100.620.05 (3.771.16) 96.848.89 68 tl3 02516804 518 0.00 67,742.07 19.086.74 0.00 0.00 132.28 0.00 0.00 0.00 19,219.02 (3,984.04) 15.23458 A .� c Total 2.086 $0.00 $272,771.71 $220,807.28 $1.19204 $900.00 $1.749.48 $400.00 $0.00 $0.00 .$220.864.721($11-986-87)1 $208,877.85 Retention: ($8.50)Per Contract 235 Percent of Developed Premium May 9,2012 2:28:59 PM 2 of 2 080110097380073111 i._ 1 GHMARK® BLUE SHIELD M MAI+.+MY I A n,YY•l.lNn•lll.�.fnea�,r181:v 4,.31A..vul.n Post Office Box 382022 Invoice Number: A120705097380 Pittsburgh,PA 15251-8022 SETTLEMENT Client Information Client Name The Weston Group Contact Ms. Lori Stanke,Benefits Manager Address 2222 Sullivan Trail Invoice Date July 5,2012 Due Date 08/05/2012 Cil Easton State PA 18040 Client No, 097380 Period Covered: TOTAL i i Medical Settlement January 1,2011-December 31,2011 $730,466.78 I I 1 i TOTAL DUE: $730,466.78 i I r GH�II Invoice Number: A120705097380 BLUE SHIELD. �n fnty.w.A. 1 w......•.�Ilw•how•f i.....n.l N/w•,V.Ya,f.1..41n., ( Client Information: Client Name The Weston Group Client No. 097380 Invoice Date July 5,2012 Due Date 08105/2012 Total Due $730,488,78 Mail To: Highmark Blue Shield Post Office Box 382022 ' Pittsburgh, PA 15251-8022 REPRESENTATIVE'S COPY SHERIFF'S OFFICE OF CUMBERLAND COUNTY =!I_—U-0Fi IC Ronny RAnderson �X,.M i HE PRO THONI l IAF,Y Sheriff 'Vol" at t;ararati�F,���f� 7S's1 3 JUL 10 AM 9'Jody S Smith '°p Chief Deputy CUMBERLAND COUNTY Richard W Stewart - ' Solicitor OFF) F THE �=�fff== PENNSYLVANIA Highmark Health Services formerly Highmark Inc., d/b/a Highmark Blue S Case Number vs. 2013-3622 The Weston Group, Inc. SHERIFF'S RETURN OF SERVICE 06/24/2013 Sheriff Ronny R Anderson, being duly sworn according to law, states he made diligent search and inquiry for the within named Defendant to wit:The Weston Group, Inc., but was unable to locate the Defendant in the Sheriffs bailiwick. The Sheriff therefore deputizes the Sheriff of Northampton, Pennsylvania to serve the within Complaint& Notice according to law. 06/28/2013 04:40 PM-The requested Complaint&Notice served by the Sheriff of Northampton County upon Jeremy Walker,who accepted for The Weston Group, Inc., at 222 Sullivan Trail, Easton, PA 18040. Randall Miller, Sheriff, Return of Service attached to and made part of the within record. SHERIFF COST: $37.00 SO ANSWERS, July 05, 2013 RON � R ANDERSON, SHERIFF (c)CountySuite Sheriff,Teleosott,Inc. Northampton County Cate:—t& Sector: Sheriffs Department ORDER FOR SERVICE REQUES,.T, :,, 669 Washington St,Easton, PA 18042 SHERIFF'S OF 610-559-3084 COUNTY OF NORM 1) ALL information in the"Plaintiff/Attorney"section MUST be filled in completely and LEGIBLY before service can be attempted. 2)Prepare a separate'Order For Service Request"form for EACH service to be made clearly indicating the specific defendant,garnishee,property to be 2013 JUN 27 PM posted/levied/etc.. 3)Location of service MUST be a valid,PHYSICAL,street address. 'P.O."or "R.D."boxes will NOT be accepted. Provide-include actual municipality if different from"Post Office"mailing city. 4)All copies for service must be certified by Plaintiff/Attorney as"True&Correct" in accord with Pa.R.C.P.401(c). 5)All service shall be made in accordance with the Pennsylvania Rules Of Civil Procedure. 'i SHERIFF-CIVIL DIVISION SHERIFF'S,OFFICE 6)Supply a self-addressed,stamped,envelope for She"riffs Return of Service, TIME STAMP 7)When the Sheriff levies or attaches property,it will routinely be left without watchman,in the custody of whomever found,upon notice of Sheriffs Levy. By signature below,the Plaintiff/Att6mey are providing written authorization for same in the manner of Pa.R.C.P.3109(b)(1),releasing the Sheriff from any/all liability for protecting same. If Plaintiff/Attorney demand otherwise,in the manner of Pa.R.C.P.3109(a),the Sheriff will require bond or security in the manner of Pa.R.C.P.3109(d)in advance. PLAINTIFF(S) 4 R-���` DEFENDARAS)- SERVE UPO —LOCATION: NO P.O.BOX OR R fl ell,1� TYPE 01`�,WRIT: 01-c) ag/ofm -Pa- 1 2W PLAINTfFF/ATTORNEI NAME,ADDRESS,EMAIL,PHONE: PLAINTIFF/ATTORNEY SIGNATURE: 0.0 SPECIAL INSTRUCTIONS: DOCKET NUM �BR LAST DAY F FRIERVIC FEJEAJQ�– C L INDIVIDUAL SERVED: DATE: TIME: <.Telemy WIZ491- -6- ) LOCATION:(IF DIFFER T FROM ABOVE) BOROUGH OF: O CITY OF: O TOWNSHIP OF: SERVE T FOLLOWING MANNER: ( ) personally r Defendant! IN HE sonally served Not Found Moved No Answer Vacant Unknown Adult family member with whom said defendant resides Adult in charge of defendant's residence Manager/Clerk of place of lodging in which defendant resides }Agent of person in charge of defendant's office or usual place of business !�<Office,of said defendant company ( )Posted property ( )Levy on property Other: SO ANSWERS: RANDALL P.MILLER SHERIFF OF NORTHAMPTON COUNTY I hereby deputize the Sheriff of County,to execute BY: and make a return on the above and attached action according to law. Deputy Sheriff Badge# I Sheriff of Northampton County Date F I accept service of the on behalf of and certify that I am authorized to do so. (Mailing Address) (Defendant of Authorized Signature) Date: Time:_Dep:_Notes: Date:_Time:_Dep,—Notes: Date: Time:_Dep:_Notes: Date: Time: 'Dep:_Notes: ORDER FOR SERVICE REQUEST NCSD FORM#1381rev SEPT;,n i i / s FILED-OFFI I1 Jack M. Hartman, Esquire THE PRO t N0 nI o-• 1P Matthew E. Hamlin, Esquire 2313 JUL rl , !', �� PERSUN & HEIM, P.C. P.O. Box 659 CUfsERLAf � COU 1700 Bent Creek Boulevard, Suite 160 �'�fNNSyLy,� �� Ty Mechanicsburg, PA 17055-0659 (717) 620 -2440—Phone (717) 620 -2442 — Fax jmhartmangpersunheim.com mehamlingpersunheim.com HIGHMARK HEALTH SERVICES, IN THE COURT OF COMMON PLEAS formerly HIGHMARK INC., CUMBERLAND COUNTY, PENNSYLVANIA doing business as HIGHMARK BLUE SHIELD, Plaintiff, NO. 13-3622 CIVIL TERM V. : THE WESTON GROUP, INC., CIVIL ACTION—LAW Defendant. AFFIDAVIT AND SHERIFF'S RETURN OF SERVICE Personally appeared before me, Jack M. Hartman, Esquire, Persun &Heim, P.C., Post Office Box 659, 1700 Bent Creek Boulevard, Suite 1.60, Mechanicsburg, Pennsylvania 17055- 0659, attorneys for Plaintiff, Highmark Health Services, formerly Highmark Inc., doing business as Highmark.Blue Shield, who being duly sworn according to law, deposes and states that the Complaint in the above-captioned action was provided to the Sheriff's Office of Cumberland County to obtain deputized service by the Sheriff's Office of Northampton County, which deputized service was accomplished in accordance with the Cumberland County Sheriff s Return of Service and the Northampton County Sheriff's Return of Service on Defendant, The y J Weston Group, Inc., in accordance with the information contained therein, true and correct copies thereof being attached hereto as Exhibits. PERSUN & HEIM, P.C. By: J c M. Hartm n, Esquire ,46p. Ct. I.D. No. 21902 Matthew E. Hamlin, Esquire Sup. Ct. I.D. No. 86142 P.O. Box 659 1700 Bent Creek Boulevard, Suite 160 Mechanicsburg, PA 17055-0659 (717) 620-2440 - Phone (717) 620-2442 - Fax Attorneys for Plaintiff, Highmark Health Services, formerly Highmark Inc. doing business as Highmark Blue Shield Date: !3 Sworn to before me this day of 2013 -T Notary Public (SEAL) commoW AMA of PENNSMVANIA Notarial Seal 3ulia A weman,Notary Public Sliver spring 7wp.,Cumberland County my cmnmisslon Expimm Aug.2%2013 Member,Penmvivania Association of Notaries SHERIFF'S OFFICE OF CUMBERLAND COUNTY Ronny R Anderson Sheriff Jody S Smith Chief Deputy A-7 4 Richard W Stewart Solicitor OFFICE QPTPE SHERIFF Highmark Health Services formerly Highmark Inc., d/b/a Highmark Blue S I VS. Case Number The Weston Group, Inc. 2013-3622 SHERIFF'S RETURN OF SERVICE 06/2412013 Sheriff Ronny R Anderson, being duly sworn according to law, states he made diligent search and inquiry for the within named Defendant to wit: The Weston Group, Inc., but was unable to locate the Defendant in the Sheriffs bailiwick. The Sheriff therefore deputizes the Sheriff of Northampton, Pennsylvania to serve the within Complaint& Notice according to law. 06/28/2013 04:40 PM-The requested Complaint&Notice served by the Sheriff of Northampton County upon Jeremy Walker,who accepted for The Weston Group, Inc., at 222 Sullivan Trail, Easton, PA 18040, Randall Miller, Sheriff, Return of Service attached to and made part of the within record. SHERIFF COST: $37.00 SO ANSWERS, July 05, 2013 R-ONN-K R—ANDERSON, SHERIFF (q)CounlySulte Sheriff,Teleosoft.Inc- Ju1. 23. 2013 9:36AM Cumberland County S h e r r 1 f No, 6854 P. 1 + 07/23/2013 09:26 6105593710 NCCIVIL SHE=RIFF SCT PAGE 01/02 -..,., r�.f=�!•I,;hr.rt.�;r.: �:r.7x�<',�r ..,,�«, Norlthal %?n County Shet1ffs D pertmeri �`^, ,tea` ORDER FOR SERVICE REQUEST 669 Washington St,Easton,PA 18042 610-559-3084 f) ALL Information In the"PIeIMIN/Attorney'aeedon MUST bo Mad In edmplately end LEGIALY before servico ran he attempted, Z)Prepare a sopartte'Order For Servsce Request'form for EACH service to he made d"ey Indicating the spr clAe defendant,gamtshee,property In"e. postedl levledr etc„ ?) Location of sNVlnn MUST be o valid.PHYSICAL,Street nddtess. "P.O.'or 'R.W boxes will NOT be oci:epted. Provido-incltldR actual municipality If diNarnnL IrWn'Post Ofllr:a'malting city. a)All copies for service must be certified by PlaInfifflAttorney at;'True&Correct' in accord Wnh Pr,R.C.P,401(c), 5)All vervlra mall be madc In otrerdance with tho Pannjylvarya Rvl+;t,Of CMI Procedure. SHERIFF-CIVIL DIVISION SHERIFF'S OFFICE S)Supply a serf-addrCCsed,stamped.envelope,For Sheriffs Return of Service, TIME STAMP 7)Wt1a trm Sheriff levles or eltach03 property,it will routinely be left without watchman,in the custody of whomever feltrtd,upon nollto of Sheriffs Levy, ey elgneture below,the Pltfitfpf►IAltorney are providing written authodzetlon for some In the mennor of Ps,R,C,P,31081b)(i),releasing tho She"from any/all liability for protorning same, It PloInIIH/Ahorney dam 0 othoiwfae,In thn mgnner of Ps.R.C,P.31011(a),the Sh*AH wilt require bond or security In the manor of Pa,R.C.P.3109(4)In advance. PtAIN�TIFF(S). 0—A fK SER�PO-UPON: + LOCATION; NO P.O.BOX OR Rp." Ypr orWPI TYPE t PI-AIPJTIFF/ATTORNEV NAME.ADDRESS,EMAIL,PHONE; " FIATTORN6Y I TORE: �, ..• +• ~� ". ' ,.•i, r'i: vf. i l../i SPECIAL INSTRUCTIONS! (J I DOCKET NUMBER; LAST DAY Qlk SERVICE: FEF�AID: INDIVIDUAL SERVED: DATE: TIME: i v, LOCWf O DIFFERS T FROM ABOVE) ( )BOROUGH OP: ( )CITY OF: ( )TOWNSHIP OF: SERVED IN THE FOLLOWING MANNER: 1 ( )Defendant perboniwyoorvrd ( )Not Pound ()Moved ( )No Answer ( )Vacant ( )Unknown ( )Adult hmlly TPml7Pr with Whom said defendant resides ( )Adult In charge of defendant's residence i ( )Manger/Clerk M place of lodging In whlrh defandant reside. ( )Agent of porsori In chorgo of dMendont's ofnce or urusl place of business (Officer of said defendant company ( )Posted property ( )Levy on property L( )omer: $O ANSWERS: RANDALL P-MILLER W SHERIFF OF NORTHAMPTON COUNTY I hereby deputize the sheriff of County,to execute BY; and malte a return on the above,and an,ched 3ptlon according to law. I DtT'ut $herifl1' k1da8 g 6hoFIf of Nn nhemplon County Dale WERE: 11 1 I a000pt service of the on behalf of and certify that I am authorized to do so, fDe�en�ntoFnedS) rieture '-w� (Melling Address)^ Dote:•__-•_ ••_Time:_..._—•-- .Dep•_--_--Notes'_ r Date: Tln+f, Dap: Notes a a CERTIFICATE OF SERVICE I, Jack M. Hartman, Esquire, hereby certify that I am serving a copy of the foregoing document upon the person and in the manner indicated below,which service satisfies the requirements of the Pennsylvania Rules of Civil Procedure, by depositing a copy of same in the United States Mail at Mechanicsburg, Pennsylvania, with first-class postage,prepaid, as follows: Denny DeEsch, Esquire, Corporate Counsel The Weston Group, Inc. 2222 Sullivan Trail Easton, PA 18040 PERSUN & HEIM, P.C. By: JaAA Hartman, Esquire SiV. Ct. I.D. No. 21902 Matthew E. Hamlin, Esquire Sup. Ct. I.D. No. 86142 P.O. Box 659 1700 Bent Creek Boulevard, Suite 160 Mechanicsburg, PA 17055-0659 (71.7) 620-2440 - Phone (717) 620-2442 -Fax ` Attorneys for Plaintiff, Highmark Health Services, formerly Highmark Inc. doing business as Date Highmark Blue Shield : I 34173vl IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL DIVISION-LAW HIGHMARK HEALTH SERVICES, Formerly HIGHMARK INC., 1800 Center Street, No. 13-3622 CIVIL TERM Camp Hill, PA 17089 THE WESTON GROUP, INC., CIVIL ACTION-LAW 2232 Sullivan Trail, Easton,PA18O4O Defendant � ]URYT0NlDBNANDED ~"~ _��` ww" �� ~°C� And MODEL CONSULTING, |NC., C") cx 316O Tremont Ave ' Trevose, PA19O53 —+ .� -� ~_ Additional Defendant ' �z W; . _« _- ' PRAEC|PE FOR ENTRY OFAPPEARANCE TO THE PROTHONOTARY/CLERK OF SAID COURT: Enter nny appearance nn behalf of The Weston Group, |nc, Defendant. Papers may be served at the address set forth below. Dennis A. DeEsch Attorney for The Weston Group, Inc. 2222 Sullivan Trail Easton, PA18O4D G1O'43B-2O2O Ext. 21S Sup,Ct. |DNo. 21546 ��� n IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL DIVISION—LAW HIGHMARK HEALTH SERVICES, formerly HIGHMARK INC., doing business as HIGHMARK BLUE SHIELD, No. 13-3622 CIVIL TERM Plaintiff, vs. CIVIL ACTION—LAW Vic*= oril THE WESTON GROUP, INC., -, ;v �c Defendant. JURY TRIAL DEMANDED --i Tl c`) _ NOTICE TO PLEAD YOU HAVE BEEN SUED IN COURT. IF YOU WISH TO DEFEND AGAINST THE CLAIMS SET FORTH IN THE FOLLOWING PAGES,YOU MUST TAKE ACTION WITHIN TWENTY(20)DAYS AFTER THIS ANSWER AND NEW MATTER AND NOTICE ARE SERVED, BY ENTERING A WRITTEN APPEARANCE PERSONALLY OR BY ATTORNEY AND FILING IN WRITING WITH THE COURT YOUR DEFENSES OR OBJECTIONS TO THE CLAIMS SET FORTH AGAINST YOU. YOU ARE WARNED THAT IF YOU FAIL TO DO SO THE CASE MAY PROCEED WITHOUT YOU AND A JUDGMENT MAY BE ENTERED AGAINST YOU BY THE COURT WITHOUT FURTHER NOTICE FOR ANY MONEY CLAIMED IN THE ANSWER AND NEW MATTER OR FOR ANY OTHER CLAIM OR RELIEF REQUESTED BY THE PARTY FILING THIS PLEADING. YOU MAY LOSE MONEY OR PROPERTY OR OTHER RIGHTS IMPORTANT TO YOU. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. CUMBERLAND COUNTY BAR ASSOCIATION LAWYER REFERRAL SERVICE 32 SOUTH BEDFORD STREET CARLISLE,PENNSYLVANIA 17013 (717)249-3166 Dennis A. DeEsch, Esquire Attorney for Defendant The Weston Group, Inc. PA ID NO. 21546 2222 Sullivan Trail Easton, PA 18040 (610) 438-2020 1 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY,PENNSYLVANIA CIVIL DIVISION—LAW HIGHMARK HEALTH SERVICES, formerly HIGHMARK INC., doing business as HIGHMARK BLUE SHIELD, No. 13-3622 CIVIL TERM Plaintiff, VS. CIVIL ACTION—LAW THE WESTON GROUP, INC., Defendant. JURY TRIAL DEMANDED ANSWER AND NEW MATTER 1. Admitted. 2. Admitted. 3. Denied as stated. It is admitted that Defendant regularly conducts business in the Commonwealth of Pennsylvania and the County of Cumberland but believes the majority events arose in Northampton County where Defendant regularly conducts business and executed all documents that are the subject hereof. 4. Admitted. 5. Denied as stated. It is admitted that Defendant regularly conducts business in the Commonwealth of Pennsylvania and the County of Cumberland but believes the majority events arose in Northampton County where Defendant regularly conducts business and executed all documents that are the subject hereof. 6. Defendant does not have any actual knowledge as to where the Plaintiff"entered" into the contract but it is respectfully submitted that the appropriate venue for this action is in Northampton County, Pennsylvania. 2 BACKGROUND 7. Admitted in part and denied in part. It is admitted that the Plaintiff and Defendant entered into a"PPO Blue" contract effective August 1, 2007 and admitted that Plaintiff received the cover letter provided. However, without production of the fully executed contract, Defendant is unable to admit or deny that the attached "Financial Arrangements" section are true and correct and therefore, same is deemed denied and proof thereof is demanded at the trial of this case. 8. Admitted in part and denied in part. It is admitted that in 2007 the Defendant agreed to and did pay Plaintiff monthly subscription rates for each employee member of Defendant enrolled during the contract period. However, without production of the fully executed contract, the Defendant is unable to admit or deny the subscription rates in said Exhibit A and therefore, same is deemed denied and proof thereof is demanded at the trial of this case. It is further denied that Defendant failed or refused to pay in full the monthly subscription rate for each employee member enrolled as of the first day of coverage month and strict proof of each such failure is demanded at the trial of this case. 9. Denied for the reason that the original contract, when produced and identified,would speak for itself. If an answer be required at this time,the typed excerpts in Paragraph 9 are denied. 10. Admitted in part and denied in part. It is admitted that the Plaintiff and Defendant entered into a"PPO Blue" contract effective August 1, 2008 and admitted that Plaintiff received the cover letter provided. However, without production of the fully executed contract, Defendant is unable to admit or deny that the attached"Financial 3 Arrangements" section are true and correct and therefore, same is deemed denied and proof thereof is demanded at the trial of this case. 11. Denied. On the contrary, it would appear that different rates were applied, therefore, proof of such allegation is demanded at the trial of this case along with proof of each failure to pay the applicable subscription rates. 12. It is admitted that the Defendant received the letter dated February 23, 2009 and in due course paid the invoice in the full amount of One Hundred Forty Thousand Three Hundred Thirty Nine and 96/100 ($140,339.96) Dollars. However, it is denied that at any time prior to 2010 the Plaintiff, or any representatives by or on behalf of Plaintiff including Model Consulting, Inc., explained the basis for the calculation of the "remaining deficit" of Two Hundred Ninety Two Thousand Nine Hundred Ninety Five and 37/100 ($292,995.37) Dollars or that Defendant was subject to pay such amount after paying the invoice in full. Proof of all the amounts claimed due is demanded at the trial of this case. 13. Denied that Defendant"accepted" the Settlement Summary Report for the basis of the additional funds now claimed in the amount of Two Hundred Ninety Two Thousand Nine Hundred Ninety Five and 37/100 ($292,995.37) Dollars. It is admitted that Defendant paid the invoice of One Hundred Forty Thousand Three Hundred Thirty Nine and 96/100 ($140,339.96) Dollars in full with the checks identified as Exhibit D. 14. Admitted in part and denied in part. It is admitted that the Plaintiff and Defendant entered into a"PPO Blue"contract effective August 1, 2009 and admitted that Plaintiff received the cover letter provided. However, without production of the fully executed contract, Defendant is unable to admit or deny that the attached"Financial 4 Arrangements" section are true and correct and therefore, same is deemed denied and proof thereof is demanded at the trial of this case. 15. Denied. On the contrary, it would appear that different rates were applied, therefore, proof of such allegation is demanded at the trial of this case along with proof of each failure to pay the applicable subscription rates. 16. It is admitted that the Defendant received the letter dated January 12, 2010 and in due course paid the invoice in the full amount of Two Hundred Twenty Thousand Sixty Seven and 78/100 ($220,067.78) Dollars. However, it is denied that at any time prior to 2010 the Plaintiff, or any representatives by or on behalf of Plaintiff including Model Consulting, Inc., explained the basis for the calculation of the "remaining deficit" of Six Hundred Sixty Four Thousand One Hundred Thirty One and 05/100 ($664,131.05) Dollars or that Defendant was subject to pay such amount after paying the invoice in full. Proof of all the amounts claimed due is demanded at the trial of this case. 17. Denied that the Defendant"accepted"the Summary Settlement Report for the basis of the additional funds now claimed in the amount of Six Hundred Sixty Four Thousand One Hundred Thirty One and 05/100 ($664,131.05) Dollars. It is admitted that the Defendant paid the invoice of Two Hundred Twenty Thousand Sixty Seven and 78/100 ($220,067.78)Dollars in full with the checks identified as Exhibit G. 18. Admitted in part and denied in part. It is admitted that the Plaintiff and Defendant entered into a"PPO Blue"contract effective August 1, 2010 and admitted that Plaintiff received the cover letter provided. However, without production of the fully executed contract, Defendant is unable to admit or deny that the attached"Financial 5 Arrangements" section are true and correct and therefore, same is deemed denied and proof thereof is demanded at the trial of this case. 19. Denied. On the contrary, it would appear that different rates were applied, therefore, proof of such allegation is demanded at the trial of this case along with proof of each failure to pay the applicable subscription rates. 20. It is admitted that the Defendant received the letter dated December 30, 2010 and in due course paid the invoice in the full amount of Two Hundred Forty Thousand Eight Hundred Fifteen and 85/100 ($240,815.85) Dollars. However, it is denied that at any time prior to 2010 the Plaintiff, or any representatives by or on behalf of Plaintiff including Model Consulting, Inc., explained the basis for the calculation of the "remaining deficit" of Six Hundred Ninety Two Thousand Nine Hundred Sixty Four and 33/100 ($692,964.33) Dollars or that Defendant was subject to pay such amount after paying the invoice in full. Proof of all the amounts claimed due is demanded at the trial of this case. 21. Denied that the Defendant"accepted"the Summary Settlement Report for the basis of the additional funds now claimed in the amount of Six Hundred Ninety Two Thousand Nine Hundred Sixty Four and 33/100 ($692,964.33) Dollars. It is admitted that the Defendant paid the invoices in the full amount of Two Hundred Forty Thousand Eight Hundred Fifteen and 85/100 ($240,815.85) Dollars with the check identified as Exhibit J. 22. Admitted. 23. Admitted in part and denied in part. It is admitted that Defendant received the letter attached as Plaintiff's Exhibit L with the Settlement Summary Report but it is denied that Defendant is indebted to Plaintiff in the amount of Seven Hundred Thirty 6 Thousand Four Hundred Sixty Six and 78/100 ($730,466.78) Dollars and proof thereof is demanded at the trial of this case. 24. It is admitted that Highmark met with Plaintiff and has demanded payment in the amount of Seven Hundred Thirty Thousand Four Hundred Sixty Six and 78/100 ($730,466.78) Dollars which demand has been refused for the reason that such sum is not due and payable to Plaintiff by Defendant and proof of all amounts and the specific payment by Plaintiff giving rise to the amounts claimed due from Defendant is demanded at the trial of this case. COUNT BREACH OF CONTRACT 25. By way of answer, the responses made in paragraphs 1 through 24 above are incorporated herein by reference as if fully set forth herein. 26. It is admitted that the parties entered into contracts and that the parties performed services pursuant thereto, however, it is denied that Defendant owes the amounts carried forward for the years as alleged by the Defendant. Proof of all such amounts and the specific payment by Plaintiff giving rise to the amount claimed due from Defendant,together with proof of the specific contracts and terms along with the appropriate rating guidelines applied by Plaintiff to Defendant are demanded at the trial of this case. 27. Admitted in part and denied in part. Admitted that Defendant has failed and refused to pay the sum being demanded by Plaintiff. Denied that the sum being demanded is due from the Defendant. Proof of all such amounts and the specific payment by Plaintiff giving rise to the amount claimed due from Defendant,together with proof of the specific contracts and terms along with the appropriate rating guidelines applied by Plaintiff to Defendant are demanded at the trial of this case. 7 28. Defendant is informed, believes and therefore avers that Plaintiff's paragraph 28 is a conclusion of law to which no answer is required. If an answer be required, it is denied and proof of such breach and proof of all such amounts and the specific payment by Plaintiff giving rise to the amount claimed due from Defendant, together with proof of the specific contracts and terms along with the appropriate rating guidelines applied by Plaintiff to Defendant are demanded at the trial of this case. 29. Denied. Proof of all such amounts and the specific payment by Plaintiff giving rise to the amount claimed due from Defendant, together with proof of the specific contracts and terms along with the appropriate rating guidelines applied by Plaintiff to Defendant are demanded at the trial of this case. WHEREFORE, Defendant requests that Count I be dismissed and judgment be entered in favor of the Defendant and against the Plaintiff. COUNT II UNJUST ENRICHMENT 30. By way of answer, the responses made in paragraphs 1 through 29 above are incorporated herein by reference as if fully set forth herein. 31. Admitted that Defendant had knowledge that Defendant's employees participated in a medical claims benefit plan for which Defendant paid Plaintiff good and substantial consideration in the form of premium payments including payment of the invoices attached to Plaintiff's Complaint, which payments Plaintiff accepted and retained for each contract. Defendant believes and therefore avers that such premiums and payments were adequate and complete consideration for the benefits conferred. 32. Admitted that Defendant had knowledge that Defendant's employees participated in a medical claims benefit plan for which Defendant paid Plaintiff good and substantial consideration in the form of premium payments including payment of the invoices 8 attached to plaintiff s Complaint, which payments Plaintiff accepted and retained for each contract. Defendant believes and therefore avers that such premiums and payments were adequate and complete consideration for the benefits conferred. 33. Admitted that Defendant had knowledge that Defendant's employees participated in a medical claims benefit plan for which Defendant paid Plaintiff good and substantial consideration in the form of premium payments including payment of the invoices attached to Plaintiff's Complaint, which payments Plaintiff accepted and retained for each contract. Defendant believes and therefore avers that such premiums and payments were adequate and complete consideration for the benefits conferred. 34. Admitted that Defendant had knowledge that Defendant's employees participated in a medical claims benefit plan for which Defendant paid Plaintiff good and substantial consideration in the form of premium payments including payment of the invoices attached to Plaintiff's Complaint, which payments Plaintiff accepted and retained for each contract. Defendant believes and therefore avers that such premiums and payments were adequate and complete consideration for the benefits conferred. 35. Defendant is informed, believes and therefore avers that paragraph 35 of Plaintiff's Complaint is a conclusion of law to which no answer is required and therefore same is deemed denied. If an answer be required, same is denied and proof that it would be inequitable for Defendant to retain the services claimed in return for the premiums and payments made to Plaintiff by Defendant and that the amount claimed due in addition to the amounts paid represents the reasonable value of the services provided by Defendant is demanded at the trial of this case. 36. Denied and proof of each element of the damage claim is demanded at the trial of this case. 9 WHEREFORE, Defendant requests that Count II be dismissed and judgment be entered in favor of the Defendant and against the Plaintiff. COUNT III ACCOUNTSTATED 37. By way of answer,the responses made in paragraphs 1 through 36 above are incorporated herein by reference as if fully set forth herein. 38. Defendant is without sufficient information to form a belief as to whether Plaintiff maintains an account for health care claim payments and administrative charges incurred for the benefit of Defendant and its employee members for the period of August 1, 2007 through July 31, 2011 and proof thereof is demanded at the trial of this case. It is specifically denied that a copy of any"account"providing claims and charge information other than a"summary" total was ever provided to Defendant. 39. Denied that the summaries issued to Defendant were an"account stated" of the amounts that were not being invoiced. Further denied that at any time prior to 2010 did Defendant have knowledge of Plaintiff's potential claim to the amounts now being sought. Proof of same is demanded at the trial of this case. 40. It is specifically denied that the Defendant"accepted" or agreed to pay or be liable to the amounts Defendant"carried forward from 2007, 2008, 2009 and into 2010" and proof of allegations is demanded at the trial of this case. 41. Denied that Defendant issued"statements of account" as to the charges now being claimed and proof of same is demanded at the trial of this case. It is admitted that the letter dated July 13, 2012 was received and was reviewed at which time Plaintiff was clearly informed by Defendant that the amount was.in dispute. 42. Denied. On the contrary, this dispute was discussed with representatives of Defendant including Karina Gonzalez, Winnie DiLeo Melinsky and others. In 10 addition, the Defendant notified Plaintiff of its concerns by letter of July 6, 2011, a copy of which being attached hereto, marked Exhibit A, and made a part hereof. 43. Denied and proof thereof is demanded at the trial of this case. 44. Denied that the Defendant"acquiesced" in the amount being claimed for medical and prescriptions charges now being claimed and further denied that such charges were invoiced by Plaintiff. On the contrary, Defendant paid all charges invoiced by Plaintiff until its "Final Settlement" claim. Proof of such allegations is demanded at the trial of this case. 45. Denied that Plaintiff has an account stated for medical and prescriptions charges incurred under the Contract in the amount of Seven Hundred Thirty Thousand Four Hundred Sixty Six and 78/100 ($730,466.78) Dollars and proof thereof is demanded at the trial of this case. WHEREFORE, Defendant requests that Count III be dismissed and judgment be entered in favor of the Defendant and against the Plaintiff. NEW MATTER By way of further Answer and Defense, the Defendant hereby asserts as follows: 46. Plaintiff's Complaint fails to adequately set forth a cause of action for which relief can be granted. 47. Plaintiff's claims are barred by the defense of accord and satisfaction. 48. Plaintiff's claims are barred or limited by Plaintiff's breach of its duty of good faith and fair dealing in its performance and enforcement of the contracts between the parties. 49. Plaintiff s claim is barred by the doctrine of laches. 50. Plaintiff s claim is barred by the doctrine of unclean hands. 51. Plaintiffs have failed to property mitigate their alleged damages. 11 52. Defendant is entitled to a setoff of any and all monies paid to the Plaintiff as a result of the subject matter herein. 53. Plaintiff's claims are barred by the terms of the contract in that the Plaintiff has been paid all monies due and owing. 54. Plaintiff's damages, if any,were caused by Plaintiff's failure to perform in accordance with the Contract. 55. Plaintiff's damages, if any, were caused directly Model Consulting, Inc. which although selected by the Defendant,was paid for its services by the Plaintiff and not the Answering Defendant. 56. Plaintiff's claim is barred for failure to join indispensible parties. 57. Plaintiff's damages were a direct result of its failure to follow the Underwriting/ Enrollment Guidelines in placing and keeping Defendant in the contracts set forth in the Complaint. 58. Plaintiff failed to properly administer and manage the claims being submitted by or on behalf of persons covered by contracts between the parties, which failure caused or contributed to the loses Plaintiff now claims. 59. Plaintiff failed to properly account for the claims being submitted by or on behalf of persons covered by the contracts between the parties and failed to conduct periodic audits relative to such contracts. WHEREFORE, the Defendant requests that Plaintiff's Complaint be dismissed and judgment be entered in favor of Defendant and against the Plaintiff. 12 Respectfully submitted: Dennis A. DeEsch, Esquire Attorney for Defendant The Weston Group, Inc. PA ID NO. 21546 2222 Sullivan Trail Easton, PA 18040 (610) 438-2020 13 VERIFICATION I,RANDALL A. WESTON,President of The Weston Group, Inc., Defendant, verify that the statements made in the foregoing Answer and New Matter are true and correct to the best of my knowledge, information and belief. I understand that false statements herein are made subject to the penalties of 18 Pa. C.S.A. § 4904 relating to unsworn f ication to authorities. Date: ��? "dU/3 Randall A. Weston 13 2222 Sullivan Trait ' Easton, PA 18040 IV 800-944-9782 ton -' up, Inc. AehnIr111t:uNOrr 5cruln•s July 6, 2011 Highmark Blue Shield 1800 Center St. Camp Hill, PA 17089 Attn: Jack J. Jaroh V.P. Re: The Weston Group, Inc. Client# 097380 Dear Mr. Jaroh: I serve as Corporate Counsel to the Weston Group, Inc and I am writing to exprees our serious concerns about a claimed "deficit" due Highmark Blue Shield your Retro Refund Deposit Maximum Funding Arrangement. It is our position that over the last several years this account has been neglected and the amount allowed to accumulate due to mismanagement, misinformation, or total lack of information from both Highmark and our former benefits representative, Model Consulting, Inc. In regard to Highmark, I have reviewed your Underwriting/Enrollment Gudelines and it appears that you have not followed those guidelines in regard to the percentage of eligible employees required to participate and your audit procedures. The Weston Group can not,and will not allow itself to be forced into a renewal to avoid a confrontation over these actions and resulting loses. Accordingly please contact me or have your Counsel contact me at 866-944-9782 Ext. 13 to discuss the current claimed liability and these related issues. Sincerely Dennis A. DeEsch CERTIFICATE OF SERVICE I, Dennis A. DeEsch, Esquire, hereby certify that I am serving a copy of the foregoing document upon the person and in the manner indicated below,which service satisfies the requirements of the Pennsylvania Rules of Civil Procedure, by delivering a copy to UPS with directions to deliver to: Jack M. Hartman, Esquire Persun & Heim, P.C. 1700 Bent Creek Blvd., Suite 160 Mechanicsburg, PA 17055-0659 Dennis A. DeEsch, Esquire Attorney for Defendant Sup. Ct. ID No. 21546 2222 Sullivan Trail Easton, PA 18040 (610)438-2020 Ext. 213 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL DIVISION-LAW HIGHMARK HEALTH SERVICES, Formerly HIGHMARK INC., d/b/a HIGHMARK BLUE SHEILD, 1800 Center Street, Camp Hill, PA 17089 No. 13-3622 CIVILTERM Plaintiff, C: `> VS. CIVIL ACTION -LAW a THE WESTON GROUP, INC., 2222 Sullivan Trail, r- Easton,PA18040 JURY TRIAL DEMANDED r. -arz) Defendant �• �Q And CD MODEL CONSULTING, INC., 3160 Tremont Ave. Trevose, PA 19053 Additional Defendant PRAECIPE FOR WRIT OF SUMMONS TO JOIN ADDITIONAL DEFENDANT TO THE PROTHONOTARY/CLERK OF SAID COURT: Issue summons in the above case to add Model Consulting, Inc. as an additional defendant in this action. Writ of Summons shall be issued and forwarded to Sheriff. /'/ W, De is A. DeEsch Attorney for The Weston Group, Inc. 2222 Sullivan Trail Easton, PA 18040 610-438-2020 Ext. 213 Sup. Ct. ID No. 21546 WRIT TO JOIN ADDITIONAL DEFENDANT Cumberland County, ss: The Commonwealth of Pennsylvania to Model Consulting, Inc. - 3160 Tremont Ave. Trevose, PA 19053 You are notified that The Weston Group, Inc. has joined you as an additional defendant in this action, which you are required to defend. Date: August 27, 2013 David D. Buell, Prothonotary r ' Deputy r (Seal) w No. 2013-3622 Civil Term Highmark Health Services, Formerly Highmark, Inc., d/b/a Highmark Blue Shield vs The Weston Group, Inc. Defendant Model Consulting, Inc. Additional Defendant WRIT TO JOINED AN ADDITIONAL DEFENDANT Dennis A. DeEsch 2222 Sullivan Trail Easton, PA 18040 610-438-2020 Ext 213 Supreme Court ID No. 21546 Attorney for Defendant Jack M. Hartman, Esquire �� 1 1JEL { �i° �? Matthew E. Hamlin, Esquire 20{3 SEP PERSUN & HEIM, P.C. 13 4.411: 10 P.O. Box 659 CUMBERLAND 1700 Bent Creek Boulevard, Suite 160 P"NS YLVANIA d Y Mechanicsburg, PA 17055-0659 (717) 620 -2440—Phone (717) 620 -2442—Fax j mhartmangpersunheim.com meham ling persunhei m.com HIGHMARK HEALTH SERVICES, IN THE COURT OF COMMON PLEAS formerly HIGHMARK INC., CUMBERLAND COUNTY, PENNSYLVANIA doing business as HIGHMARK BLUE SHIELD, Plaintiff, NO. 13-3622 I V. : THE WESTON GROUP, INC., Defendant. and MODEL CONSULTING, INC. JURY TRIAL DEMANDED Additional Defendant.: PLAINTIFF'S REPLY TO NEW MATTER OF DEFENDANT, THE WESTON GROUP,INC. AND NOW comes Plaintiff, Highmark Health Services, formerly Highmark, Inc., doing business as Highmark Blue Shield, by and through its attorneys, Persun & Heim, P.C., and files Plaintiff s Reply to New Matter of Defendant, The Weston Group, Inc., and in support thereof avers the following: 46-59. The averments contained in paragraphs 46-59 of Defendant's New Matter are conclusions of law or fact to which no response is necessary; to the extent that a response is deemed necessary, after reasonable investigation, Plaintiff lacks knowledge or information sufficient to form a belief as to the truth of the averments; the averments are therefore denied and strict proof thereof is demanded at trial. WHEREFORE, Plaintiff, Highmark Health Services, formerly Highmark, Inc., doing business as Highmark Blue Shield, respectfully requests that this Honorable Court enter judgment against the Defendant, The Weston Group, Inc., and in favor of the Plaintiff in the amount of$730;466.78, together with pre judgment and post judgment interest, costs and such other and further relief as this Court deems just and appropriate. Respectfully submitted, PERSUN&HEIM, P.C. By: Ja6M. Hartman, Esquire Sup. Ct. I.D. No. 21902 P.O. Box 659 1700 Bent Creek Boulevard, Suite 160 Mechanicsburg, PA 17055-0659 (717) 620-2440 - Phone (717) 620-2442 - Fax Attorneys for Plaintiff, Highmark Health Services, formerly Highmark, Date: Inc., doing business as Highmark Blue Shield � /3 VERIFICATION I, Jack J. Jaroh, Vice President,Middle Market Sales and Service, of Highmark Health Services, formerly Highmark Inc.,doing business as Highmark Blue Shield, have read the foregoing Plaintiff's Reply to New Matter of Defendant, The Weston Group, Inc. and verify that the facts set forth herein are true and correct to the best of my knowledge, information and belief. To the extent that the foregoing document and/or its language is that of counsel, I have relied upon counsel in snaking this Verification. I understand that any false statements made herein are subject to the provisions of 18 Pa. C.S.A. §4904 relating to unsworn falsification to authorities. Date: 12LIO ,�' J,. Middle ck J, Jice Prest ket �a s and Service s4902vl CERTIFICATE OF SERVICE 1, Jack M. Hartman, Esquire, hereby certify that I am serving a copy of the foregoing document upon the persons and in the manner indicated below, which service satisfies the requirements of the Pennsylvania Rules of Civil Procedure, by depositing a copy of the same in the United States Mail at Mechanicsburg, Pennsylvania, with first class postage, prepaid, as follows: Dennis A. DeEsch, Esquire 2222 Sullivan Trail Easton, PA 18040 Attorney for The Weston Group, Inc. and Model Consulting, Inc. Respectfully submitted, PERSUN & HEIM, P.C. By: Ja . Hartman, Esquire Sup. Ct. I.D. No. PA21902 P.O. Box 659 1700 Bent Creek Boulevard, Suite 160 Mechanicsburg, PA 17055-0659 (717) 620-2440 - Phone (717) 620-2442 - Fax Attorneys for Plaintiffs, Highmark Health Services, formerly Highmark, Date: / /-.? Inc., doing business as Highmark Blue Shield 34903v1 SHERIFF'S OFFICE OF CUMBERLAND COUNTY Ronny R Anderson Sheriff t ' `Ti11r ` � ti�ar �t a�araL, �y �b Jody S Smith n Chief Deputy !3 SAP 27 Ail IC: 20 Richard W Stewart ;!#Mf3ERLAl:O z� 1 Solicitor ;:r;h m r PENNSYLVANIA Highmark Health Services formerly Highmark Inc., d/b/a Highmark Blue S Case Number vs. The Weston Group, Inc. (et al.) 2013-3622 SHERIFF'S RETURN OF SERVICE 08/27/2013 Sheriff Ronny R Anderson, being duly sworn according to law, states he made diligent search and inquiry for the within named Defendant to wit: Model Consulting, Inc., but was unable to locate the Defendant in the Sheriffs bailiwick. The Sheriff therefore deputizes the Sheriff of Bucks, Pennsylvania to serve the within Writ to Additional Defendant according to law. 09/12/2013 The requested Writ to Additional Defendant served by the Sheriff of Bucks County upon Sherri Model, Vice President, who accepted for Model Consulting, Inc., at 3160 Tremont Avenue, Trevose, PA 19053. Edward Donnelly, Sheriff, Return of Service attached to and made part of the within record. SHERIFF COST: $37.92 SO ANSWERS, 11 °� e'r September 23, 2013 RONR ANDERSON, SHERIFF BUCKS COUNTY OC SHERIFF'S RETURN 1 of I Bucks County Case# 201332118 Filed 8/27/2013 in CUMBERLAND COUNTY Bucks Case# 201332118 Rec'd 9/3/2013 Invoice to be mailed to Special Instructions County Sheriffs Office Attn: Action Civil Action WRIT TO JOIN Plaintiff HIGHMARK HEALTH SERVICES -VS- Defendant MODEL CONSULTING INC 3160 TREMONT AVE TREVOSE, PA 19053 Address Served if Different DENNIS A DEESCH,ESQ Special Instructions Served under Pa. R.C.P.#402 a 0 i 5 010 6V_ (A)(i)Defendant personally served (A)(2)(i)Family Member (A)(2)(i)Adult in Charge of Residence (A)(2)(ii)Manager/Clerk at Deft's Lodging V (A)(2)(iii)Person in Charge of Business -e,I/ usineess By Handling to Si r i /y"1 0 A Vi CZ erQ5,o4,ii-r- By Posting Not Served 30 Days Ran Out Defendant Not Home Defendant Moved Address Vacant Defendant Unknown Deputy needs better address Checked Post Office No Forwarding Forwarding Address ilatro:oro 8UL15 0.( Notes By Deputy t M h((0 Witness 'r At i :(0 o'clock(AM dga on (II/ al(3 1 The above document wa.er/amiseamoi on the defendant as per information listed above in o nt of Buck ,Commonwealth of Pennsylvania. �' j So answers: (7+< /%_� /4 ' ,'"4� ^'. S 'eriff of Buclo tnty ! / / Affirmed and Subscribed before me on this day _____.3 l 7/ 13 Prothontary Affirmed and subscribed before me on this day / / ■ 1 Notary Public 14 My Com.Exp. Alt-;_.5 ZONE 4 i e7//? SH0201 SHERIFFS OFFICE - EDWARD J. DONNELLY, SHERIFF DATE: 09/17/2013 ADMINISTRATION BUILDING TIME: 19:33 DOYLESTOWN, PA 18901 BUCKS MISC DOCKET # 2013 32118 LOCATION: OUT OF COUNTY CLASS: ASSUMPSIT ***** SHERIFF' S RETURN CF SERVICE ***** SHERIFF'S OFFICE CUMBERLAND COUNTY 1 COURTHOUSE SQUARE CARLISLE PA 17013 ATTN:DENNIS A DEESCH, ESQ PLAINTIFF DEFENDANT HIGHMARK HEALTH SERVICES VS. MODEL CONSULTING INC. 3160 TREMONT AVE TREVOSE, PA 19053 08272013 COMPLAINT - CIVIL ACTION RECEIVED FROM CUMBERLAND COUNTY NJC DENNIS A DEESCH, ESQ 09032013 RECEIVED IN SHERIFF'S OFFICE FOR SERVICE. TRANSACTION # 13 1 17199 NJC AMOUNT PAID $ 58 . 00 09122013 SHERIFF'S RETURN, UNDER OATH, FILED. DEPUTY RENDEIRO AT 12 : 10 NJC SERVED DEFENDANT, MODEL CONSULATING INC, PURSUANT TO PA.R.C.P. #402 ( A) BY HANDLING TO SHERRI MODEL, VICE PRESIDENT, AT 3160 TREMONT AVE, NJC TREVOSE, PA. 09172013 INVOICE MAILED TO CUMBERLAND COUNTY NJC DANIEL A DEESCH, ESQ END OF CASE t • Jack M. Hartman, Esquire I3 CC I -9 AM C: c 3 Matthew E. Hamlin, Esquire ',IM 3 E R L A D [ UT PERSUN& HEIM, P.C. PENNSYLVANIA P.O. Box 659 1700 Bent Creek Boulevard, Suite 160 Mechanicsburg, PA 17055-0659 (717) 620 -2440—Phone (717) 620 -2442—Fax jmhartman@persunheim.com mehamlin@,persunheim.com HIGHMARK HEALTH SERVICES, : IN THE COURT OF COMMON PLEAS formerly HIGHMARK INC., • CUMBERLAND COUNTY, PENNSYLVANIA doing business as • HIGHMARK BLUE SHIELD, • Plaintiff, : NO. 13-3622 • v. • • THE WESTON GROUP, INC., • Defendant. • and • MODEL CONSULTING, INC. : JURY TRIAL DEMANDED Additional Defendant.: PRAECIPE FOR RULE TO FILE COMPLAINT TO: PROTHONOTARY Pursuant to Rule 2252(b)(1) please issue a Rule upon Defendant, The Weston Group, Inc., to file an Additional Defendant Complaint upon Additional Defendant, Model Consulting, Inc., within twenty (20) days of the issuance of the Rule. Respectfully submitted, PERSUN & HEIM, P.C. 4 By: Ja ► . Hartman, Esquire S P. Ct. I.D. No. 21902 P.O. Box 659 1700 Bent Creek Boulevard, Suite 160 Mechanicsburg, PA 17055-0659 (717) 620-2440 - Phone (717) 620-2442 - Fax Attorneys for Plaintiff, Highmark Health Services, formerly Highmark, Inc., doing business as Highmark Blue Shield Date: /® 7 / 35245v1 CERTIFICATE OF SERVICE I, Jack M. Hartman, Esquire, hereby certify that I am serving a copy of the foregoing document upon the persons and in the manner indicated below, which service satisfies the requirements of the Pennsylvania Rules of Civil Procedure, by depositing a copy of the same in the United States Mail at Mechanicsburg, Pennsylvania, with first class postage, prepaid, as follows: Dennis A. DeEsch, Esquire 2222 Sullivan Trail Easton, PA 18040 Attorney for The Weston Group, Inc. Model Consulting, Inc. 3160 Tremont Avenue Trevose, PA 19053 Respectfully submitted, PERSUN & HEIM, P.C. By: III��i����_�i���. Jag. . Hartman, squire Sup. Ct. I.D. No. PA21902 P.O. Box 659 1700 Bent Creek Boulevard, Suite 160 Mechanicsburg, PA 17055-0659 (717) 620-2440 - Phone (717) 620-2442 - Fax Attorneys for Plaintiffs, Highmark Health Services, formerly Highmark, Inc., doing business as Highmark Blue Shield Date: 35246v1 HIGHMARK HEALTH SERVICES, : IN THE COURT OF COMMON PLEAS formerly HIGHMARK INC., : CUMBERLAND COUNTY, PENNSYLVANIA doing business as HIGHMARK BLUE SHIELD, • Plaintiff, : NO. 13-3622 cn r - T' THE WESTON GROUP, INC., • Defendant. and • MODEL CONSULTING, INC. : JURY TRIAL DEMANDED Additional Defendant.: RULE TO FILE ADDITIONAL DEFENDANT COMPLAINT AND NOW this 944`tday of 2013, pursuant to Rule 2252(b)(1) of the Pennsylvania Rules of Civil Procedure, a Rule is hereby issued upon Defendant, The Weston Group, Inc., to file an Additional Defendant Complaint against Additional Defendant, Model Consulting, Inc., within twenty (20) days of the date hereof, or be subject to the entry of a Judgment of Non Pros pursuant to Rule 1037(a) of the Pennsylvania Rules of Civil Procedure. Q/64-Date Prothonotary 35247v1 • oa. IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL DIVISION-LAW HIGHMARK HEALTH SERVICES, • .,. Formerly HIGHMARK INC., j d/b/a HIGHMARK BLUE SHEILD, co 1800 Center Street, Camp Hill, PA 17089 • No. 13-3622 CIVIL TERM x Plaintiff, • c2.° v VS. CIVIL ACTION -LAW THE WESTON GROUP, INC., .• 2222 Sullivan Trail, • r• Easton,PA 18040 • JURY TRIAL DEMANDED Defendant • And • MODEL CONSULTING, INC., 3160 Tremont Ave. • Trevose, PA 19053 • Additional Defendant • AFFIDAVIT AND SHERIFF'S RETURN OF SERVICE Personally appeared before me, Dennis A. DeEsch, Attorney for Defendant,The Weston Group, Inc., who being dully sworn according to law, deposes and says that the Writ to Join Additional Defendant in the above-captioned matter was provided to the Sheriff's Office of Cumberland County to obtain deputized service by the Sheriff's Office of Bucks County,which deputized service was accomplished in accordance with the Cumberland County Sheriff's Return of Service and the Buck's County Sheriff's Return of Service on Additional Defendant Model Consulting, Inc., in accordance with the information contained therein,true and correct copies being attached hereto as Exhibits. Dennis A. DeEsch Attorney for The Weston Group, Inc. 2222 Sullivan Trail Easton, PA 18040 610-438-2020 Ext. 213 Sup. Ct. ID No. 21546 Date: Swore to before me this day of f 2013 COMMONWEALTH OF PENNSYLVANIA NOTARIAL SEAL ANTHONY SORTINO,JR.,Notary Public C,iit�of Easton,Northampton County Not y Public I My • sion Expires October 15,2014 SHERIFF'S OFFICE OF CUMBERLAND COUNTY Ronny R Anderson Sheriff QVxtr at Cumber/ Jody S Smith Chief Deputy Richard W Stewart Solicitor oFFIcE of THE$kERIFF Highmark Health Services formerly Highmark Inc., d/b/a Highmark Blue S Case Number vs. The Weston Group, Inc. (et al.) 2013-3622 SHERIFF'S RETURN OF SERVICE 08/27/2013 Sheriff Ronny R Anderson, being duly sworn according to law, states he made diligent search and inquiry for the within named Defendant to wit: Model Consulting, Inc., but was unable to locate the Defendant in the Sheriffs bailiwick. The Sheriff therefore deputizes the Sheriff of Bucks, Pennsylvania to serve the within Writ to Additional Defendant according to law. 09/12/2013 The requested Writ to Additional Defendant served by the Sheriff of Bucks County upon Sherri Model, Vice President, who accepted for Model Consulting, Inc., at 3160 Tremont Avenue,Trevose, PA 19053. Edward Donnelly, Sheriff, Return of Service attached to and made part of the within record. SHERIFF COST: $37.92 SO ANSWERS, September 23, 2013 RONO R ANDERSON, SHERIFF (c)CountySuite Sheriff,Teleosoft,Inc. BUCKS COUNTY OC SHERIFF'S RETURN I of 1 Bucks County Case# 201332118 Filed 8/27/2013 in CUMBERLAND COUNTY Bucks Case# 201332118 Rec'd 9/3/2013 Invoice to be mailed to Special Instructions County Sheriffs Office Attn: Action Civil Action WRIT TO JOIN Plaintiff HIGHMARK HEALTH SERVICES -VS- Defendant MODEL CONSULTING INC 3160 TREMONT AVE TREVOSE,PA 19053 Address Served if Different DENNIS A DEESCH,ESQ Special Instructions Served under Pa. R.C.P.#402 V.0 5 010 6 V-- (A)(i)Defendant personally served ' (A)(2)(i)Family Member (A)(2)(i)Adult in Charge of Residence (A)(2)(ii)Manager/Clerk at Deft's Lodging V (A)(2)(iii)Person in Charge of Business By Handling to S'kgrri 0de. V;CC 6'45-fa By Posting Not Served 30 Days Ran Out Defendant Not Home Defendant Moved Address Vacant Defendant Unknown Deputy needs better address i Checked Post Office No Forwarding Forwarding Address giti:oro fP.G1Sn61(?-A61(P Notes By Deputy PP.Lt.d(-2 rrD 1 Witness / At (o.:(0 o'clock(AM a,on Ct(( 1.' (3 4 The above document w.'CV ---- on the defendant as per information listed above in o n ' of Buck ,Commonwealth of a Pennsylvania.,,4/4�7,� i. �`� So answers: z� 2Ldr_,A,eAflr1s, r�� " S eriff of Buc-s-G�tnty l Affirmed and Subscribed before me on this day ,7/l 7/ 13 r ; Prothontary Affirmed and subscribed before me on this day / / Notary Public My Corn.Exp. ZONE 4 1 6",//? SH0201 SHERIFFS OFFICE - EDWARD J. DOININELLY, SHERIFF DATE: 09/17/2013 ADMINISTRATION BUILDING TIME: 19:33 DOYLESTOWN, PA 18901 BUCKS MISC DOCKET # 2013 32118 LOCATION: OUT OF COUNTY CLASS: ASSUMPSIT ***** SHERIFF'S RETURN OF SERVICE ***** SHERIFF'S OFFICE CUMBERLAND COUNTY 1 COURTHOUSE SQUARE CARLISLE PA 17013 ATTN:DENNIS A DEESCH, ESQ PLAINTIFF DEFENDANT HIGHMARK HEALTH SERVICES VS. MODEL CONSULTING INC. 3160 TREMONT AVE TREVOSE, PA 19053 08272013 COMPLAINT - CIVIL ACTION RECEIVED FROM CUMBERLAND COUNTY NJC DENNIS A DEESCH, ESQ 09032013 RECEIVED IN SHERIFF'S OFFICE FOR SERVICE. TRANSACTION # 13 1 17199 NJC AMOUNT PAID $ 58.00 09122013 SHERIFF'S RETURN, UNDER OATH, FILED. DEPUTY RENDEIRO AT 12 :10 NJC SERVED DEFENDANT, MODEL CONSULATING INC, PURSUANT TO PA.R.C.P. #402 ( A)BY HANDLING TO SHERRI MODEL, VICE PRESIDENT, AT 3160 TREMONT AVE, NJC TREVOSE, PA. 09172013 INVOICE MAILED TO CUMBERLAND COUNTY NJC DANIEL A DEESCH, ESQ END OF CASE CERTIFICATE OF SERVICE I, Dennis A. DeEsch, Esquire, hereby certify that I am serving a copy of the foregoing document upon the person and in the manner indicated below,which service satisfies the requirements of the Pennsylvania Rules of Civil Procedure, by depositing a copy to in the U. S. Mail at Easton, PA,with postage prepaid, as follows; Jack M. Hartman, Esquire Persun & Heim, P.C. 1700 Bent Creek Blvd.,Suite 160 Mechanicsburg, PA 17055-0659 AND Model Consulting, Inc. Attn:Sherri Model,Vice President 3160 Tremont Avenue Trevose, PA 19053 Q ,z ' dc-r yati ' 2°13 Dennis A. DeEsch, Esquire Attorney for Defendant Sup.Ct. ID No. 21546 2222 Sullivan Trail Easton, PA 18040 (610)438-2020 Ext. 213 ' i F:L t A.BARRY A. RONTHAL,ESQUIRE r Q K Pa.Supreme Court I.D.No.55672 MARGOLIS EDELSTEIN 2313 OCT 25 Phi I: 1 3510 Trindle Road Camp Hill,PA 17011 ��1IA��r+Nd CQU� l Telephone: (717)975-8114 r Lt'U'SYLVANIA Attorneys for Facsimile: (717)975-8124 Defendant E-Mail: bkronthal @margolisedlstein.com Model Consulting,Inc. File#59200.4-00031 HIGHMARK HEALTH SERVICES COURT OF COMMON PLEAS FORMERLY HIGHMARK, INC. • CUMBERLAND COUNTY, DB/A HIGHMARK BLUE SHIELD • PENNSYLVANIA VS. • NO. 13-3622 THE WESTON GROUP, INC. • CIVIL ACTION-LAW • VS. • JURY TRIAL DEMANDED • MODEL CONSULTING, INC. : PRAECIPE TO ENTER APPEARANCE TO THE PROTHONOTARY OF CUMBERLAND COUNTY: Kindly enter my appearance on behalf of Defendant, Model Consulting, Inc., in the above-captioned matter. MARGOLIS E P LSTEIN Date: / � < �" at / . Barry , . ID# 55672 3510 Trindle Road Camp Hill, PA 17011 717-975-8114 Attorney for Defendant Model Consulting, Inc. 1 CERTIFICATE OF SERVICE I,the undersigned, do hereby certify that I have this day of , 2013, served a true and correct copy of the foregoing upon the person(s) and in the manner indicated below: Service via United States Postal Service First Class Mail: Dennis DeEsch, Esquire 2222 Sullivan Trail Easton, PA 18040 Jack Hartman, Esquire PO Box 659 1700 Bent Creek Boulevard, Suite 160 Mechanicsburg, PA 17055 MARGOLIS EDELSTEIN 7") ) By: .�� M:\mdir\1 Lancer\59200.4-00031 Highmark v.Model Consulting\Pleadings\EOA.10-18-13.wpd IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL DIVISION-LAW HIGHMARK HEALTH SERVICES, • Formerly HIGHMARK INC., • d/b/a HIGHMARK BLUE SHEILD, 1800 Center Street, • Camp Hill, PA 17089 • No. 13-3622 CIVIL TERM Plaintiff, • vs, CIVIL ACTION -LAW • THE WESTON GROUP, INC., • 2222 Sullivan Trail, • Easton, PA 18040 • JURY TRIAL DEMANDED , - - Defendant • r and • r7, MODEL CONSULTING, INC., • • ra , 3160 Tremont Ave. • C1'� `^ Trevose, PA 19053 • :re3 ,. Additional Defendant • = c NOTICE You have been sued in court. If you wish to defend against the claims set forth in the following pages, you must take action within twenty (20) days after this Complaint Joining Additional Defendant and Notice are served, in writing with the court your defenses or objections to the claims set forth against you. You are warned that if you fail to do so the case may proceed without you and a judgment may be entered against you by the court without further notice for any money claimed in the Complaint Joining Additional Defendant or for any other claim or relief requested by the Plaintiff. You may lose money or property or other rights important to you. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. If you do not have a lawyer or cannot afford one, go to or telephone the office set forth below to find out where you can get legal help. Cumberland County Bar Association Lawyer Referral Service 32 South Bedford Street Carlisle, Pennsylvania 17013 (717) 249-3166 Dennis A. DeEsch Attorney for The Weston Group, Inc. 2222 Sullivan Trail Easton, PA 18040 610-438-2020, Ext. 213 PA ID No. 21546 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL DIVISION-LAW • HIGHMARK HEALTH SERVICES, • Formerly HIGHMARK INC., • d/b/a HIGHMARK BLUE SHEILD, • 1800 Center Street, Camp Hill, PA 17089 • No. 13-3622 CIVIL TERM • Plaintiff, vs, • CIVIL ACTION -LAW • THE WESTON GROUP, INC., • 2222 Sullivan Trail, Easton, PA 18040 • JURY TRIAL DEMANDED • Defendant • and • MODEL CONSULTING, INC., • 3160 Tremont Ave. • Trevose, PA 19053 • Additional Defendant COMPLAINT JOINING ADDITIONAL DEFENDANT MODEL CONSULTING,INC. 1. The Defendant, The Weston Group, Inc., is a Pennsylvania Corporation which joined Model Consulting, Inc. in this case by Writ of Summons. 2. Model Consulting, Inc. is a Corporation of unknown origin which maintains a principal place of business at 3160 Tremont Avenue, Trevose, Pennsylvania 19053. 3. The Complaint filed by the Plaintiff in the instant matter involves claims for damages under certain Comprehensive Major Health Care contracts effective from August 1, 2007 through August 1, 2011. 4. That for a period from at least May 25, 2007 through the contract period which ended August 1, 2010, the Defendant, The Weston Group, Inc. appointed the Additional Defendant, Model Consulting , Inc as "Agent of Record". 5. That the Defendant The Weston Group, Inc. understood, believes, and therefore avers that as "Agent of Record", the Additional Defendant Model Consulting, Inc. had a duty to The Weston Group, Inc. to solicit, analyze and recommend to The Weston Group, Inc. proposals for group health care benefits. 6. That pursuant to such duty, the Additional Defendant, Model Consulting, Inc. did solicit, analyze, and recommend that Defendant The Weston Group, Inc. enter into each of the contracts with Plaintiff through August 1, 2010. 7. That starting with the contract effective August 1, 2007, the Additional Defendant Model Consulting, Inc. did solicit, analyze and recommend that Defendant The Weston Group, Inc. enter into the aforesaid contracts with Plaintiff that are identified in Plaintiff's Complaint. 8. That for each of said contract periods August 1, 2007 through August 1, 2010 the Additional Defendant, Model Consulting Inc. breached its duty to Defendant The Weston Group, Inc. by: a. Failing to properly monitor the number of enrolled contracts that were required to make the recommendation viable and justified; b. Failing to adequately and completely explain to Defendant that its exposure was not limited to the "Maximum Premium" as was set forth in the policy documents; c. Failing to monitor claims data and to make sure that Plaintiff was controlling the claims that were being generated under the PPO type contract; and d. Withholding and manipulating claims data from Defendant that Defendant understands the Additional Defendant was receiving from the Plaintiff. 9. That as result of such breaches of the duties owed to Defendant, The Weston Group, Inc., the Additional Defendant, Model Consulting, Inc. is solely liable,jointly liable or liable over to Defendant, for any premiums or"deficits"accrued under the said policies for the periods covered by the 2007 PPO contract,the 2008 PPO contract and the 2009 PPO contract for which the Plaintiff claims damages in the amount of Six Hundred Ninety Two Thousand Nine Hundred Sixty Four and 33/100 ($692, 964.33) Dollars. 10. That for each of the years that Additional Defendant, Model Consulting, Inc. acted as "Agent of Record", the Defendant, The Weston Group, Inc. paid to the Plaintiff the "maximum premium"under the contract documents. 11. The Defendant, The Weston Group, Inc. does not believe there is a specific written contract between it and the Additional Defendant Model Consulting, Inc. setting forth Additional Defendant's duties as "Agent of Record"but same are imposed by the standard in the industry and as imposed by common law. If a specific written contract is in existence, same would be in possession of the Additional Defendant. 12. In the absence of a written contract, Defendant, The Weston Group, Inc. believes and therefore avers that Defendant and Additional Defendant Model Consulting, Inc. had an understanding and course of dealing that Additional Defendant would perform the services set forth above with the accompanying duties. 13. In the alternative, Defendant, The Weston Group, Inc. believes and therefore avers that it was the intended third party beneficiary of any contract between the Plaintiff and the Additional Defendant Model Consulting, Inc. and as such, was owned the duties set forth above that were breached by the Additional Defendant. 14. Defendant, The Weston Group, Inc. believes and therefore avers that Additional Defendant, Model Consulting, Inc. received compensation for its services through a commission percentage basis by the Plaintiff, based upon the premiums paid by the Defendant, The Weston Group, Inc. 15. Defendant, The Weston Group, Inc. believes and therefore avers that the Additional Defendant, Model Consulting, Inc. minimized the explanation to Defendant of the financial risk to The Weston Group, Inc. of selecting this type of plan in order to maximize the Additional Defendant Model Consulting, Inc.'s return and payment from Plaintiff. WHEREFORE, Defendant The Weston Group, Inc. demands judgment against the Additional Defendant Model Consulting, Inc. for any damages awarded to Plaintiff for the contract years 2007, 2008, 2009 or in the alternative, liability over to Defendant The Weston Group, Inc. for such damages as are awarded against it and to Plaintiff for such contract years. Respectfully submitted: Dennis A. DeEsch, Esquire Attorney for Defendant, The Weston Group, Inc. 2222 Sullivan Trail Easton, PA 18040 610-438-2020, Ext. 213 PA ID No. 21546 Date: ��fi � 2! 2013 • VERIFICATION I,RANDALL A. WESTON, President of The Weston Group, Inc., Defendant, verify that the statements made in the foregoing Complaint Joining the Additional Defendant, Model Consulting, Inc. are true and correct to the best of my knowledge, information and'kelief. I understand that false statements herein are made subject to the penalties of 18 Pa. C.S. :. § 4904 relating to unsworn falsification to authorities. /1 Date: Oc-ro 2 2 S 26 /3 Randall A. Weston CERTIFICATE OF SERVICE I, Dennis A. DeEsch, Esquire, hereby certify that I am serving a copy of the foregoing document upon the person and in the manner indicated below,which service satisfies the requirements of the Pennsylvania Rules of Civil Procedure, by depositing a copy to in the U. S. Mail at Easton, PA,with postage prepaid, as follows; Jack M. Hartman, Esquire Persun & Heim, P.C. 1700 Bent Creek Blvd., Suite 160 Mechanicsburg, PA 17055-0659 AND Model Consulting, Inc. Attn: Sherri Model,Vice President 3160 Tremont Avenue Trevose, PA 19053 Dennis A. DeEsch, Esquire Attorney for Defendant Sup. Ct. ID No. 21546 2222 Sullivan Trail Easton, PA 18040 o ��/ (610)438-2020 Ext. 213 Date: ©c� o � 02 V .3 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL DIVISION -LAW HIGHMARK HEALTH SERVICES, Formerly HIGHMARK INC., d /b /a HIGHMARK BLUE SHEILD, 1800 Center Street, Camp Hill, PA 17089 Plaintiff, VS. THE WESTON GROUP, INC., 2222 Sullivan Trail, Easton ,PA 18040 Defendant And MODEL CONSULTING, INC., 3160 Tremont Ave. Trevose, PA 19053 Additional Defendant No. 13 -3622 CIVIL TERM CIVIL ACTION - LAW JURY TRIAL DEMANDED WITHDRAW OF ENTRY OF APPEARANCE TO THE PROTHONOTARY /CLERK OF SAID COURT: Withdraw my appearance on behalf of The Weston Group, Inc., Defendant. An appearance has now been entered by Susan Lea, Esq. on behalf of this Defendant. Dennis A. DeEsch Attorney for The Weston Group, Inc. 2222 Sullivan Trail Easton, PA 18040 610 - 438 -2020 Ext. 213 Sup. Ct. ID No. 21546 C) rnw ter*, cn r- . c -Ty r C) c- N.) --4 w 0 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL DIVISION -LAW HIGHMARK HEALTH SERVICES, Formerly HIGHMARK INC., d /b /a HIGHMARK BLUE SHEILD, 1800 Center Street, Camp Hill, PA 17089 Plaintiff, VS. THE WESTON GROUP, INC., 2222 Sullivan Trail, Easton ,PA 18040 Defendant And MODEL CONSULTING, INC., 3160 Tremont Ave. Trevose, PA 19053 Additional Defendant No. 13 -3622 CIVIL TERM CIVIL ACTION - LAW JURY TRIAL DEMANDED PRAECIPE FOR ENTRY OF APPEARANCE TO THE PROTHONOTARY /CLERK OF SAID COURT: Enter my appearance on behalf of The Weston Group, Inc., Defendant. Papers may be served at the address set forth below. Susan M. Lea Attorney for The Weston Group, Inc. 2222 Sullivan Trail Easton, PA 18040 610 - 438 -2020 Ext. 213 Sup. Ct. ID No. 69266 BARRY A. KRONTHAL, ESQUIRE Pa. Supreme Court I.D. No. 55672 MARGOLIS EDELSTEIN 3510 Trindle Road Camp Hill, PA 17011 Telephone: (717) 975-8114 Facsimile: (717) 975-8124 E -Mail: bkronthal@margolisedelstein.com ;2R0TOQTfR. LISF -3 pti 12; 33 CUMBERLAND COUNTY PENNSYLVANIA Attorneys for Defendant Model Consulting, Inc. File#59200.4-00031 HIGHMARK HEALTH SERVICES FORMERLY HIGHMARK, INC. D/B/A HIGHMARK BLUE SHIELD VS. THE WESTON GROUP, INC. VS. MODEL CONSULTING, INC. COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA NO. 13-3622 CIVIL ACTION -LAW JURY TRIAL DEMANDED NOTICE TO PLEAD To: Highmark Health Services formerly Highmark, Inc. d/b/a Highmark Blue Shield c/o Jack Hartman, Esquire PO Box 659 1700 Bent Creek Boulevard, Suite 160 Mechanicsburg, PA 17055 YOU ARE HEREBY NOTIFIED to plead to the enclosed ANSWER WITH NEW MATTER AND CROSSCLAIM OF ADDITIONAL DEFENDANT, MODEL CONSULTING, INC., within twenty (20) days from service hereof, or a default judgment may be entered against you. The Weston Group, Inc c/o Susan Lea, Esquire 2222 Sullivan Trail Easton, PA 18040 Respectfully submitted, MARGOLIS EDELSTE 2 a ID No. 556 3510 Trindle Road Camp Hill, PA 17011 717-975-8114 Attorney for Additional Defendant Model Consulting, Inc. BARRY A. KRONTHAL, ESQUIRE Pa. Supreme Court I.D. No. 55672 MARGOLIS EDELSTEIN 3510 Trindle Road Camp Hill, PA 17011 Telephone: (717) 975-8114 Attorneys for Facsimile: (717) 975-8124 Defendant E -Mail: bkronthal@margolisedelstein.com Model Consulting, Inc. File#59200.4-00031 HIGHMARK HEALTH SERVICES COURT OF COMMON PLEAS FORMERLY HIGHMARK, INC. CUMBERLAND COUNTY, D/B/A HIGHMARK BLUE SHIELD PENNSYLVANIA VS. NO. 13-3622 THE WESTON GROUP, INC. CIVIL ACTION -LAW VS. JURY TRIAL DEMANDED MODEL CONSULTING, INC. ANSWER WITH NEW MATTER OF ADDITIONAL DEFENDANT MODEL CONSULTING, INC. TO THE JOINDER COMPLAINT OF DEFENDANT, THE WESTON GROUP, INC. AND NOW, comes Additional Defendant, Model Consulting, Inc. ("Additional Defendant"), by and through its counsel, Margolis Edelson, and hereby files this Answer with New Matter to the Joinder Complaint of Defendant, The Weston Group, Inc. ("Defendant"), averring the following in support thereof: ANSWER 1. Admitted upon information and belief. 2. Admitted. 3. Denied. The averments of this paragraph state a conclusion of law to which no response is required and they are, therefore, denied. By way of further answer, the Complaint filed by Plaintiff, Highmark Health Services, formerly Highmark, Inc., d/b/a Highmark Blue Shield ("Plaintiff'), being in writing, speaks for itself, and the averments relating thereto are, therefore, denied. 4. Denied. The averments of this paragraph state a conclusion of law to which no response is required and they are, therefore, denied. 5. Denied. The averments of this paragraph state a conclusion of law to which no response is required and they are, therefore, denied. 6. Denied. The averments of this paragraph state a conclusion of law to which no response is required and they are, therefore, denied. 7. Denied. The averments of this paragraph state a conclusion of law to which no response is required and they are, therefore, denied. By way of further answer, the Complaint filed by Plaintiff, being in writing, speaks for itself, and the averments relating thereto are, therefore, denied. 8. Denied. The averments of this paragraph state a conclusion of law to which no response is required and they are, therefore, denied. By way of further answer, it is specifically denied that Additional Defendant in any way breached any duty, the existence of which is in not admitted, to Defendant by: a. Failing to properly monitor the number of enrolled contracts that were required to make the recommendation viable and justified; b. Failing to adequately and completely explain to Defendant that its exposure was not limited to the "Maximum Premium" as was set forth in the policy documents; c. Failing to monitor claims data and to make sure that Plaintiff was controlling the claims that were being generated under the PPO type contract; and d. Withholding and manipulating claims data from Defendant that Defendant understands the Additional Defendant was receiving from the Plaintiff. 9. Denied. The averments of this paragraph state a conclusion of law to which no 4 response is required and they are, therefore, denied. By way of further answer, it is specifically denied that Additional Defendant breached any duty to Defendant, the existence of which is not admitted, and/or that it is solely liable, jointly liable, and/or liable over to Defendant for any premiums or "deficits" accrued under any policies, and/or for the policy periods covered by the 2007 PPO contract, the 2008 PPO contract, and the 2009 PPO contract for which Plaintiff claims damages. By way of further answer, Plaintiff's Complaint, being in writing, speaks for itself, and the averments relating thereto with respect to Plaintiff's alleged damages are, therefore, denied. 10. Denied. After reasonable investigation, Additional Defendant is without knowledge or information sufficient to form a belief as to the truth of the averinents of this paragraph and they are, therefore, denied. By way of further answer, the averments of this Paragraph regarding "agent of record" state a conclusion of law to which no response is required and they are, therefore, denied. 11. Admitted in part and denied in part. It is admitted that there is no specific written contract between Additional Defendant and Defendant. By way of further answer, the remaining averments of this paragraph state a conclusion of law to which no response is required and they are, therefore, denied. 12. Denied. The averments of this paragraph state a conclusion of law to which no response is required and they are, therefore, denied. By way of further answer, it is specifically denied that Additional Defendant breached any duty, the existence of which is not admitted, to Defendant. 13. Denied. The averments of this paragraph state a conclusion of law to which no response is required and they are, therefore, denied. By way of further answer, it is specifically denied that Additional Defendant breached any duty, the existence of which is not admitted, to Defendant. 14. Admitted. 5 15. Denied, The averments of this paragraph state a conclusion of law to which no response is required and they are, therefore, denied. By way of further answer, it is specifically denied that Additional Defendant minimized the explanation to Defendant of the financial risk to Defendant, of selecting the type of plan at issue in order to maximize Additional Defendant's return and payment from Plaintiff. WHEREFORE, Additional Defendant, Model Consulting, Inc., respectfully requests that a Judgment be entered in its favor and against Defendant, The Weston Group, Inc. and Plaintiff, Highmark Health Services, formerly Highmark, Inc. d/b/a Highmark Blue Shield, with costs assessed to said parties. NEW MATTER 16. The answers contained in Paragraphs 1 through 15, inclusive hereof, are incorporated by referenced herein as if set forth in their entirety. 17. Plaintiffs and Defendant's claims, if any, are barred by the applicable statute of limitations. 18. Plaintiff's and Defendant's claims, if any, are barred by the doctrines of contributory and comparative negligence and assumption of the risk. 19. Plaintiff and Defendant have failed to state a claim upon which relief can be granted. 20. Plaintiff's and Defendant's claims, if any, are barred by their failure to mitigate their damages. 21. Plaintiffs and Defendant's alleged damages, if any, were caused by the negligent, reckless, careless, willful, and contract breaching conduct of others over whom Additional Defendant had no control, for whom it is not legally or otherwise responsible. 22. Plaintiff's and Defendant's claims are barred by the defense of accord and 6 satisfaction. 23. Plaintiffs and Defendant's claims are barred or limited by Plaintiff s and Defendant's breaches of their duty of good faith and fair dealing in their performance and enforcement of the terms and conditions of any applicable contracts between the parties. 24. Plaintiff's and Defendant's claims, if any, are barred by the doctrine of laches. 25. Plaintiff's and Defendant's claims, if any, are barred by the doctrine of unclean hands. 26. Additional Defendant is entitled to a setoff. 27. Plaintiffs and Defendant's claims, if any, are barred by the terms and conditions of any and all applicable contracts in that the Plaintiff has been paid all monies due and owing. 28. Plaintiff's and Defendant's damages, if any, were caused by Plaintiff's and Defendant's failure to perform in accordance with the terms and conditions of any applicable contracts. 29. Plaintiffs and Defendant's claims, if any, are barred for failure to join indispensable parties. 30. Plaintiffs and Defendant's damages, if any, were a direct result of their failure to follow the Underwriting/Enrollment Guideline in placing and keeping Defendant in the contracts set forth in Plaintiff's Complaint. 31. Plaintiff and Defendant failed to properly administer and manage the claims being submitted by or on behalf of persons covered by any applicable contracts, which failure caused or contributed to the loses Plaintiff now claims. 32. Plaintiff and Defendant failed to properly account for the claims being submitted by or on behalf of persons covered by any applicable contracts and failed to conduct periodic audits relative to such contracts. 33. Plaintiff's and Defendant's claims, if any, are barred by the doctrine of consent. 7 34. Plaintiff's and Defendant's claims, if any, are barred by the doctrine of estoppel. 35. Plaintiff s and Defendant's claims, if any, are barred by the doctrine of failure of consideration. 36. Plaintiff's and Defendant's claims, if any, are barred by the doctrine of waiver. 37. At all times relevant hereto, Additional Defendant breached no duty, the existence of which is not admitted, to any parties. 38. At all times relevant hereto, Additional Defendant acted in accord with any and all applicable standards and prcatices, regardless of origin. 39. Plaintiff has been paid all monies due and owing. 40. Defendant's claims, if any, for sole liability to Plaintiff are barred by the applicable statute of limitations. 41. Additional Defendant incorporates by reference herein as if set forth in their entirety, all affirmative defenses stated in Pa. R.C.P. No. 1030. 42. Additional Defendant reserves the right to assert any and all other affirmative defenses that may be applicable. WHEREFORE, Additional Defendant, Model Consulting, Inc., respectfully requests that a Judgment be entered in its favor and against Defendant, The Weston Group, Inc. and Plaintiff, Highmark Health Services, formerly Highmark, Inc. d/b/a Highmark Blue Shield, with costs assessed to said parties. CROSSCLAIM PURSUANT TO PA. R.C.P. NO. 1031.1 ADDITIONAL DEFENDANT, MODEL CONSULTING, INC. V. DEFENDANT, THE WESTON GROUP, INC 43. The answers contained in Paragraphs 1 through 42, inclusive hereof, are incorporated by referenced herein as if set forth in their entirety. 44. Additional Defendant incorporates by reference the averments of Plaintiff's Complaint, without admission or adoption. 8 45. The negligence, recklessness, carelessness, and breaches of contract and duties of Defendant exceeds any negligence or wrongdoing on the part of Additional Defendant, with the existence of any negligence or wrongdoing on the part of Additional Defendant, being expressly denied. 46. If it is determined that Plaintiff is entitled to recover damages, which is denied, then Additional Defendant avers that Defendant is solely liable to Plaintiff. 47. In the alternative, if it is determined that Additional Defendant is liable to Plaintiff, with said liability being expressly denied, then Additional Defendant demands that Defendant be held jointly and severally liable with it, and/or that Defendant be held liable over to Additional Defendant. WHEREFORE, to the extent that Plaintiff, Plaintiff, Highmark Health Services, formerly Highmark, Inc., d/b/a Highmark Blue Shield is entitled to recover on its Complaint, Additional Defendant, Model Consulting, Inc., demands that judgment be entered against Defendant, The Weston Group, Inc., on the basis that it is solely liable to Plaintiff on Plaintiff's cause of action, liable over to Additional Defendant, and/or jointly and severally liable with Additional Defendant on Plaintiff's cause of action, with any liability on the part of Additional Defendant being expressly denied. 9 Barry A. Kronthal ID# 55672 3510 Trindle Road Camp Hill, PA 17011 717-975-8114 Attorney for Additional Defendant Model Consulting, Inc. VERIFICATION ,state that I havelead the foregoing Answer with New Matter; Arid ilia The f. is stated therein are 'true and correct to the hest of thy :16iowlotige, infomiation and 15,elief. Understand that, any .false staternents hereih are made subjeet to penalties al,s,Pa.0 §4.9O4, relating to unsworn falsification to,authorities. ilighltni* v. tvtodei totsu tins. CERTIFICATE OF SERVICE I, the undersigned, do hereby certify that I have this day of k./! io.I.L , 2014, served a true and correct copy of the foregoing upon the person(s) and m t c e manner indicated below: Service via United States Postal Service First Class Mail: Susan M. Lea, Esquire 2222 Sullivan Trail Easton, PA 18040 Jack Hartman, Esquire PO Box 659 1700 Bent Creek Boulevard, Suite 160 Mechanicsburg, PA 17055 M:\mdir\1 Lancer\59200.4-00031 Highmark v. Model Consulting\Pleadings\Answer with New Matter.wpd 11