1

LAGOMARSINO LAW
2 ANDRE M. LAGOMARSINO, ESQ. (#6711)
3005 W. Horizon Ridge Pkwy., #241
3
Henderson, Nevada 89052
4 Telephone: (702) 383-2864
Facsimile: (702) 383-0065
5 AML@lagomarsinolaw.com
Attorney for DefendantslCounterclaimants
6
DISTRICT COURT
7

8 CLARK COUNTY, NEVADA

9 TEACHERS HEALTH TRUST, CASE NO.: A-17-757778-C

N 10 Plaintiff, DEPT. NO.: XXVI

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GARY EARL, an individual; PHILIP
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en ;:1jtl.. IELPI, an individual; DOE Individuals 1-5; and
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ROE Business Entities 6-10, DEFENDANTS' FIRST AMENDED
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COUNTERCLAIM
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M IELPI,
19

20 Counterc1aimants,

21 v.

22 TEACHERS HEALTH TRUST, a Nevada Trust;

MICHAEL STEINBRINK, an individual; JOHN
23 VELLARDITA, an individual; CLARK
24 COUNTY EDUCATION ASSOCIATION, a
Nevada Union Association; DOE Individuals 1-
25 5; and ROE Business Entities 6-10,

26 Counter Defendants.
27

28

Page 1 of 14
 1
Counterc1aimants GARY EARL (hereinafter "EARL"), PHILIP DiGiacomo (hereinafter
2
"DIGIACOMO"), FELIPE DANGLAPIN (hereinafter "DANGLAPIN"), and MICHAEL IELPI
3
(hereinafter "IELPI") (collectively hereinafter "Counterc1aimants"), by and through their attorney 0
4
record, ANDRE M. LAGOMARSINO, ESQ., hereby submit their First Amended Counterclaim.
5
PARTIES
6
1. Counter Defendant Teachers Health Trust ("THT") is a private non-profit trust located in
7
Clark County, Nevada. The Trust was formed under, and is governed by, the Nevada Revised
8
Statutes. The Trust manages the provision of healthcare insurance benefits for enrolled public-school
9
teachers with the Clark County School District ("CCSD") and their enrolled dependents.
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or.
0 2. Counter Defendant Clark County Education Association is a member-driven organization
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150'N' governing body of the Association is comprised of a 14-member CCEA Executive Board, the
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Association Representative Council and the Review Board. The Executive Board is made up of four
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officers: President, Vice President, Secretary, Treasurer, and 10 Board members.
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Counter Defendant John Vellardita is a resident of Clark County, Nevada. Vellardita is the
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Executive Director of the Clark County Education Association ("CCEA"). The CCEA is the union
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conduct, CCEA is vicariously liable for his conduct under both an agent and employment theory.
20
3. Counter Defendant Michael Steinbrink is a resident of Clark County, Nevada. Steinbrink is
21
the Chairperson of the Board of Trustees for the THT. At all times relevant herein, Steinbrink acted
22
within the course and scope of his position as an authorized agent of the THT. Therefore, in
23
addition to Steinbrink being personally liable for his own conduct, THT is vicariously liable for his
24
conduct under both an agency and employment theory.
25
4. Counterc1aimants are informed and believe, and therefore allege, that the true names and
26
capacities, whether individual, corporate, associate, or otherwise of DOE Individuals 1-5 and ROE
27
Business Entities 6-10 are unknown to Defendants/Counterc1aimants who therefore sue said Counter
28
Defendants by said fictitious names. Counterc1aimants are informed and believe that the Counte

Page 2 of 14
 1
Defendants designated as DOE Individuals 1-5 and ROE Business Entities 6-10 are responsible in
2
some manner for the events and happenings described in the Counterclaim which caused the
3
damages to Counterclaimants as alleged herein. Counterclaimants will ask leave of the court to
4
amend the Counterclaim to insert the true names of the DOE Individuals 1-5 and ROE Business
5
Entities 6-10 when that information has been ascertained.
6
GENERAL ALLEGATIONS
7
5. The Board of Trustees, in collaboration with Vellardita, has engaged in a breach of its
8
fiduciary obligations through a series of no-bid contracts resulting in THT spending on a
9
extraordinarily high amount of administrative expenses (twice the national average) billed to THT
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Even prior THT Boards raised the issue of seeking mUltiple bids to avoid high spending. At a
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meeting on June 19,2015, Vellardita refused to entertain other bids saying "It's over." When Trustee
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::z::..cc. 6. The Board of Trustees, in collaboration with Vellardita, has continued to engage in harmful
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clinics. Earl faced immediate rebuke when he questioned the financial addition and the legitimacy 0
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a contract that would include costs in excess of $1,000,000, per clinic, over the commercial national
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average despite providing inequitable services.
22
7. Despite the costs of these clinics being well above the national average, including
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organizations with much larger market share and service offerings, CCEA Executive Director
24
Vellardita stated that questioning his clinics would not be tolerated since the proposed clinics would
25
be handled by Brent Husson, who was "his guy."
26
8. The Board of Trustees, in collaboration with Vellardita, voted to forward the clinic
27
development agreement despite not reviewing the multiple alternative vendor bids that Earl acquired
28

Page 3 of14
 1
and provided to the THT. The bids demonstrated the excessive cost of Vellardita's proposed clinics
2
and exposed the lower quality, less experience and fewer benefits proposed by Vellardita.
3
9. Despite the Trust Executive Team's efforts to continue to expose the extreme misuse of funds
4
as well as potential gaps in care delivery to the participants, the Board of Trustees at the urging 0
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Vellardita and the CCEA agreed to a clinic development deal within three (3) days.
6
10. The Board of Trustees, in collaboration with Vellardita, despite constant and continual
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documented concerns by the Trust leadership team, has ignored the lack of performance 0

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contractual obligation units including, but not limited to, Population Health Management,
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deficiencies in experience level of staffing, nonexistence of general reporting/clinical data,
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11. The Board of Trustees, in collaboration with Vellardita, has demonstrated consistent and
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willful ignorance of operational and financial projection warnings on the lack of the financially
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sustainability of the plan.
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12. The Board of Trustees, in collaboration with Vellardita, demonstrated consistent and willful
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::c.c0. operational commitments, requirements and documented opposition from the Trust leadership team
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13. The Board of Trustees, in collaboration with Vellardita, has intentionally halted and
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prevented the leadership team's efforts to secure the $37 million Retiree Premium Subsidy Funds
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despite their responsibility and obligation to the retired teachers of CCSD.
22
14. The Board of Trustees, in collaboration with the CCEA, has supported and participated in
23
creating a significant liability for the Trust and its teachers by willingly ignoring the concerns and
24
recommendations to protect the irreplaceable Retiree Premium Subsidy Funds that have been created
25
for the teachers' retirement benefits.
26

27

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Page 4 of 14
 1
15. The Board of Trustees has willfully ignored its legal responsibility, to both the active and
2
retired teachers, to adhere to the standard accounting principles, rules and regulations required by
3
those who provide such benefits to build, as well as protect, funds for future liabilities.
4
16. The current Board of Trustees, in collaboration with Vellardita, has purposefully halted
5
previous Board vote to file an injunction to protect the retirement funds. Vellardita and CCE
6
President Vikki Courtney opposed and prevented completion of the filing.
7
17. The CCEA leadership further failed to honor their 2015 commitment to obtain a signed
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Memorandum of Understanding with the CCSD to restrict the funds for the sole purpose 0
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providing premium subsidies to qualified retirees. This important protection has yet to have been
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concerns as to why the funds have not been protected and why the Trustees have allowed the CCE
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to halt protection of the funds when they have no legal right to control the retirees' funds.
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19. The Board of Trustees, in collaboration with Vellardita, has purposefully created obstacles
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and punished the executive team's efforts to maintain the fiduciary responsibilities of the Trust as
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and berating of the executive team when they attempted to provide a transparent review of the waste,
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conflicts of interest, and unethical dealings of members of the Board of Trustees and Vellardita.
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21. The Board of Trustees, in collaboration with Vellardita, further engaged in retaliation and
22
punitive activities against the executive team for attempting to fulfill their duties by exposing the
23
aforementioned waste, conflicts of interest and unethical dealings.
24
22. The Board of Trustees, in collaboration with Vellardita, engaged in a concerted effort to halt
25
the illegal practices with respect to the misuse of public funds, participants' economic contributions
26
and, most importantly, failure to address how these activities have and continue to negatively impact
27
teachers' and their families' health care.
28

Page 5 of 14
 1
23. The Board of Trustees, in collaboration with Vellardita, has knowingly caused and allowed
2
the following to occur: (a) potential and probable negative impact to the personal health conditions
3
and outcomes; (b) productivity and economics of the teachers and their insured dependents through
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absorbent and steadily increased administrative costs and absences; (c) failures and deficiencies in
5
relation to proposed and accepted Population Health Programs, wellness programs, professional
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services, data, consultative guidance and participation. The Board of Trustees facilitated these
7
breaches of its fiduciary duty all while costing nearly twice the national cost average and despite
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continual requests and demands for an accounting.
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24. The Board of Trustees, in collaboration with Vellardita, has prevented executive team efforts
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prevented executive team efforts to halt millions of dollars in insurance "administrative costs" that
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are exceeding twice the national average.
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prevented executive team efforts to address absence of wellness programs, ineffective and
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27. Members of the Board of Trustees have engaged in efforts to leverage their position fo
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personal gain despite executive team protests and concerns.
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28. The Trust Chairman, Michael Steinbrink, with the support of Trustee Cynthia Rapazzini,
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have attempted to force the hiring of the chairman's domestic partner to the executive leadership
23
team. Steinbrink facilitated a written directive to do so, despite the Trust not having any open need
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for positions, the individual's lack of any transferable work experience or formal education and for
25
no apparent reason other than the CEO being told that it would release the chairman from his
26
financial responsibility to pay for insurance. Thus, the hiring would transfer the financial burden and
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risk to the Trust. These efforts to force this hire were submitted despite internal policy, legal
28
concerns and documented protests of the executive team.

Page 6 of 14
 1
29. The Chainnan and Trustees continued to attempt to force this hiring despite the Trust's
2
precarious financial position and the fact that this would have been a position created solely in orde
3
to employ this person since there was neither openings nor need for additional staff.
4
30. The Chainnan and Trustees continued to attempt to force this hiring despite this person
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having no formal academic credentials, healthcare background, nor transferable work experience.
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31. The Chairman and Trustees continued to attempt to force this hiring for multiple months,
7
including written directives to the CEO, pressuring the Trust's TPA into an independent contract
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with this individual while leveraging their authority to then direct the Trust to provide the individual
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health care under the Trust plan, which would force the Trust to waive eligibility rules, ignore
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funds from CCSD and participant contributions.
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32. The CCEA Executive Director, John Vellardita, has continuously engaged in strong-ann
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tactics to force activities that disregard the Trust's fiduciary obligations. These activities included his
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statement to the Board on April 27, 2015 that they had no other option other than WellHealth Quality
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d cG2j Care and that the CCEA was the group that would detennine what type of insurance was provided to
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33. The CCSD, while an outside governmental entity, is the employer with respect to the health
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insurance benefits administered by the Trust. The CCSD and its teachers are entitled to know ho
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the money they forward to the THT is spent. The THT is a non-profit trust. The CCSD and the THT
22
are not adversaries.
23
34. On or about April 7, 2017, CCSD Chief Operating Officer Rick Neal sent THT's COO Felipe
24
Danglapin correspondence with the following five (5) questions:
25
1. Why was there a decrease of roughly 100,000 fewer claims paid in the 2016
26 calendar year over the number of claims paid in the 2014 and 2015 calendar years?
27
2. The above reduction in the number of claims paid resulted in an eight million
28 dollar reduction in total paid claims during the same period? This appears to have
created an increase of an additional $8 million in claims inventory. Can you confinn
this?

Page 7 of14
 1
3. Does the THT have a plan to bring paid claims current? If so, please provide a
2 copy of the plan.
3
4. Please explain the significant increase in fixed costs in the 2016 plan year,
4 specifically for Wellhealth and third-party administrator fees. Please detail the
specific benefits or added value services as a result of this new expenditure.
5
5. Please provide a complete census of all enrolled members in the THT,
6 including all enrolled dependents.
7 35. On or about April 13, 2017, COO Danglapin, after consultation with CEO Earl, Director
8 DiGiacomo and Administrative Assistant Ie1pi, sent an email with attachments to CCSD COO Neal,
9 providing detailed responses to his e-mail. CEO Earl was copied on this e-mail. The purpose of this

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"" 19 38. Finally, the response articulated that the cost to work with administrators, as directed by
20 Vellardita, was nearly $8,000,000 more for far less benefits than were being received by Clark
21 County Teachers.
22 39. The April 13, 2017 COO Danglapin's e-mail provided that clarification of the information
23 provided could be received from CEO Earl.
24 40. Before May 4, 2017, CEO Earl, COO Danglapin, Director DiGiacomo, and Administrative
25 Assistant Ielpi sent another e-mail to COO Neal. The e-mail sought follow-up on the earlier e-mail
26 sent by Danglapin and Earl.
27 41. On May 4, 2017, the Counterclaimants, via their attorney, sent an e-mail to the Board 0

28 Trustees, and each of them, stating that they had whistleblower protection arising out of thei

Page 8 of14
 1
knowledge and disclosure of unethical and illegal activities that have occurred, and are occurring, at
2
The Trust.
3
42. After the May 4,2017 e-mail was sent, CCEA Union Boss Vellardita and Trust Chairperson
4
Steinbrink conspired to retaliate against the Counterclaimants for their whistleblowing activities.
5
Whether bye-mail, text, phone call or personal conversation, Vellardita and Steinbrink agreed to
6
unlawfully retaliate against the Counterclaimants by terminating their employment.
7
43. On May 4, 2017, after the e-mail was sent, Earl's car was burglarized while he was at
8
Panevino attending a THT-related dinner.
9
44. On May 5, 2017, Earl was fired for invoking whistleblower protection and for disclosing The
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Trust's illegal activities to CCSD. A security guard even blocked him from leaving the premises for
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45. Starting that same day going forward, all of the remaining Counterclaimants had their
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employment severely restricted at the direction of Steinbrink and Vellardita.
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46. At the direction of Steinbrink and Vellardita, Danglapin, DiGiacomo and Ielpi had thei
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access to e-mails and to The Trust's offices restricted. DiGiacomo had a security guard placed in his
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48. On May 8, 2017, no longer being able to withstand the illegal activities at The Trust, and the
20
retaliation for revealing the same, Ielpi resigned. This constituted a constructive discharge unde
21
Nevada law.
22
49. DiGiacomo was placed on a pretextual administrative leave on or about May 10, 2017, less
23
than a week after invoking whistleblower protection.
24
50. On May 15, 2017, Danglapin could no longer tolerate the illegal activities and retaliation. As
25
a result, he was left with no choice but to resign. This constituted a constructive discharge unde
26
Nevada law.
27
51. In furtherance of the Steinbrink and Vellardita conspIracy to retaliate against Earl,
28
Danglapin, DiGiacomo and Ie1pi, the Trust retained Laura Thalacker, Esq. in a veiled attempt to

Page 9 of14
 1
conjure misconduct on the part of the Counterclaimants. Upon information and belief, The Trust
2
deposited $50,000 with Ms. Thalacker to start the campaign of maligning the Counterclaimants.
3
52. On May 22, 2017, The Trust terminated DiGiacomo based on his disclosure of The Trust's
4
illegal activities.
5
53. Thalacker has followed The Trust's instructions. Working under the direction of the Trust,
6
Steinbrink and Vellardita, later filed this lawsuit seeking the "return" of materials the Trust already
7
has and seeking compensation for expenses incurred by the Counterclaimants that were never a
8
problem before they invoked whistleblower protection.
9
54. The purpose of The Trust's preemptive filing of its scurrilous lawsuit was to start a media
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55. In this lawsuit, The Trust cries foul about legitimate business expenses totaling a few
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thousand dollars on the one hand. On the other hand, The Trust wants to prevent its beneficiaries,
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the teachers, from knowing the truth about why their Union sold them out to WellHealth and othe
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providers. Specifically, Clark County teachers and the Clark County School District pay millions
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more in administrative costs and receive far less in services and products than they previously
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56. THT must conform to the requirements of Nevada law. Under Nevada law, the THT was
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required to protect policyholders and all having an interest under insurance policies. Nevada la
20
also requires that policyholders are treated fairly equitably. Finally, Nevada law requires that
21
monopolistic and unfair practices in insurance operations are to be prevented. THT violated Nevada
22
law in this and other respects. Counterclaimants revealed these violations and were retaliated against
23
for doing so as is further described in this Counterclaim.
24
57. A Trustee can be liable for a breach of fiduciary duty if the Trustee knowingly participates in
25
the breach, enables the breach to occur by his or her own misconduct, or knows of the breach and
26
fails to take reasonable steps to remedy the breach.
27

28

Page 10 of 14
 1
FIRST CAUSE OF ACTION
2
Tortious Discharge In Violation of Public Policy
3
(All Counterclaimants against THT and Steinbrink)
4
58. Counterclaimants repeat and re-allege Paragraphs 1 through 57 of this Counterclaim and
5
incorporate the same by reference as though fully set forth herein.
6
59. The CCSD is a governmental entity outside of the THT.
7
60. Under statutory and common law, it is illegal in Nevada for a trust to breach the fiduciary
8
duties it owes to its beneficiaries.
9
61. The THT owes fiduciary duties to the CCSD and to teachers enrolled in its benefit plan.
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0 62. In two (2) emails, the Counterclaimants reported and followed up on information they sent to
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63. The emails sent by the Counterclaimants served a public purpose and furthered the public
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Q.,' good given that approximately 40,000 teachers and their dependents are insured via the insurance
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:I:-a 64. Counter Defendants THT and Steinbrink, working in tandem with Counter Defendant
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0 Vellardita, retaliated against the Counterclaimants as described extensively in this Counterclaim.
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The retaliation was effected in response to Counterclaimants protected action of e-mailing the CCSD
20
with evidence ofTHT's breach of fiduciary duties.
21
65. All of the Counterclaimants reasonably believed that THT's breach of fiduciary duties was
22
illegal.
23
66. All of the Counterclaimants opposed and complained about the illegal breach of fiduciary
24
duties being committed by the THT. This was protected conduct under Nevada law.
25
67. Counterclaimants Earl and DiGiacomo were each terminated for engaging in protected
26
conduct and for opposing THT's illegal practices.
27
68. Counter Defendants THT and Steinbrink created working conditions so intolerable and
28
aggravated that any reasonable person in the position of Counterclaimants Danglapin and Ielpi

Page 11 of 14
 1
would have felt compelled to resign. These Counter Defendants were aware of their intolerable
2
actions and their impact on the Counterclaimants.
3
69. Counter Defendants THT and Steinbrink could have remedied the conditions they created.
4
70. Counter Defendants THT and Steinbrink brought in security who falsely imprisoned Earl and
5
DiGiacomo. DiGiacomo at one point could not go to a refrigerator without being followed. All 0

6
the Counterclaimants had their building access restricted. All of the Counterclaimants had their
7
email access restricted. All of the Counterclaimants had their computer access restricted. Earl was
8
fired, DiGiacomo was placed on administrative leave, and the executive team was decimated.
9
Finally, and most impOliantly, all of these factors revealed that the THT would not correct its illegal
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Danglapin had no choice but to resign and were, thus, constructively discharged.
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71. The Counterclaimants were each damaged in an amount exceeding $15,000.00.
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72. Counter Defendants THT and Steinbrink consciously disregarded the Counterclaimants'
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rights. Counter Defendants THT and Steinbrink likewise acted with oppression. Therefore, the
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::c.c Q.. SECOND CAUSE OF ACTION
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(All Counterclaimants Against Steinbrink, Vellardita and CCEA)
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73. Counterclaimants repeat and re-allege Paragraphs 1 through 72 of this Counterclaim and
21
incorporate the same by reference as though fully set forth herein.
22
74. After Counterclaimants sent the emails to the CCSD, and then invoked whistleblower
23
protection, Counter Defendants Steinbrink and Vellardita began communicating about ways to get
24
rid of the Counterclaimants from THT. They agreed on a number of actions to take, including, bu
25
not limited to, the commencement of a bogus investigation by paying attorney Thalacker $50,000 in
26
CCSD and teacher money, to justify what would ultimately tum out to be Counterclaimants'
27
pretextual discharges.
28

Page 12 of 14
 1
75. Counter Defendants, by acting in concert, intended to accomplish the unlawful objective 0
2
retaliating against, and discharging, the Counterclaimants for engaging in protected conduct under
3
Nevada law, thus causing the Counterclaimants' tortious discharges. These discharges were clearly
4
to Counterclaimants' detriment.
5
76. Counter Defendants knowingly engaged in acts calculated to cause substantial injury to the
6
Counterclaimants.
7
77. CCEA is vicariously liable for the acts of John Vellardita as described herein. THT is
8
vicariously liable for the acts of Michael Steinbrink as described herein.
9
78. The Counterclaimants were each damaged in an amount exceeding $15,000.00.
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rights. Counter Defendants THT and Steinbrink likewise acted with oppression. Counterclaimants
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are therefore entitled to an award of punitive damages.
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PRAYER FOR RELIEF
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WHEREFORE, Defendants/Counterclaimants pray for judgment against Plaintiff/Counter
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Defendant as follows:
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1. That Plaintiff take nothing by reason of its Complaint on file herein;
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Co 2. That Counterclaimants be awarded the damages as delineated herein;
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0 3. That Counterclaimants be awarded all reasonable attorneys' fees incurred in the defense 0
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this action;
20
4. That Counterclaimants be awarded costs and disbursements incurred herein; and
21
5. For such other and further relief as the court may deem just and proper in these premises.
22
DATED this 2pt day of July, 2017.
23
LAGOMARSINO LAW
24

25
tIDa-~&5m;s~ ESQ. (#6711)
3005 W. Horizon Ridge Pkwy., #241
26
Henderson, Nevada 89052
27 Telephone: (702) 383-2864
Facsimile: (702) 383-0065
28 AML@lagomarsinolaw.com
Attorney for DefendantslCounterclaimants

Page 13 of 14
 1
CERTIFICATE OF SERVICE
2
Pursuant to NRCP 5(b), I hereby certify that on this d-Wlday of July, 2017, I served a true
3
copy of the foregoing DEFENDANTS' FIRST AMENDED COUNTERCLAIM on all parties to
4
this action by U.S. Mail, postage pre-paid, to the following:
5
Doreen Spears Hartwell, Esq.
6 Laura J. Thalacker, Esq.
HARTWELL THALACKER, LTD.
7
11920 Southern Highlands Parkway, Suite 201
8 Las Vegas, Nevada 89141
Attorneys for PlaintifJlCounter-defendant

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Page 14 of 14