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01-27-2010 HUCMRegular Meeting January 27, 2010 Members present: President Dwight Bordson; Vice President Robert Hantge; Secretary Craig Lenz; Commissioner Donald H. Walser; Commissioner Paul Nordin; Attorney Marc Sebora; General Manager Michael Kumm President Bordson called the meeting to order at 2:59 p.m. City Attorney, Marc Sebora, swore in the newly appointed Commissioner, Paul Nordin. President Bordson called for the Commission reorganization. A motion was made by Commissioner Walser, seconded by Commissioner Lenz to elect Dwight Bordson to the position of president. Motion was unanimously carried. A motion was made by Commissioner Lenz, seconded by Commissioner Walser to elect Robert Hantge to the position of vice president. Motion was unanimously carried. A motion was made by Commissioner Hantge, seconded by Commissioner Walser to appoint Craig Lenz as secretary. Motion was unanimously carried. A motion was made by Commissioner Hantge, seconded by Commissioner Lenz to appoint Marc Sebora as legal counsel. Motion was unanimously carried. A motion was made by Commissioner Bordson, seconded by Commissioner Hantge to appoint Lin Madson as recording secretary. Motion was unanimously carried. A motion was made by Commissioner Lenz, seconded by Commissioner Hantge to designate Citizens Bank & Trust, Wells Fargo and Home State Bank as depository for utility funds. Motion was unanimously carried. The minutes of the January 4, 2010 regular meeting (December's regular meeting) were reviewed. A motion was made by Commissioner Walser, seconded by Secretary Lenz to approve the minutes as written. Motion was unanimously carried. The December 2009 payables were discussed. It was decided that when there is a rebate of over $25,000 for commercial /industrial customers, it will require commission approval. A motion was made by Secretary Lenz, seconded by Commissioner Walser to ratify the payment of bills in the amount of $3,702,161.74 (detailed listing in payables book). Motion was unanimously carried. GM Kumm presented the December 2009 financial statements /budget year -to -date. This is the year -end financial statement, but before the final audit. Discussion was held in regard to having a year -end summary of the capital projects as part of the work order reports. After discussion, a motion was made by Vice President Hantge, seconded by Secretary Lenz to approve the financial statements /budget year -to -date. Motion was unanimously carried. GM Kumm discussed RUC's strategic planning. It's been five years since we completed the strategic management process and it's time to do a formal update to the strategic plan. The board is asked to review our mission statement and complete a survey. GM Kumm presented the health insurance contracts with Medica. This is a budget item but because the amount is over the general manager's authorization limit, it needs board approval. After discussion a motion was made by Secretary Lenz, seconded by Vice President Hantge to approve the health insurance contracts with Medica. Motion was unanimously carried. (Contracts attached) GM Kumm presented resolutions #1005 and #1006. These resolutions facilitate keeping records up -to -date for MRES. They designate Michael Kumm as the HUC representative in the business of MRES and WMMPA, and they designate Steve Lancaster as the alternative representative. It also gives them voting rights at the annual meetings. A motion was made by Vice President Hantge, seconded by Commissioner Walser to approve resolution #1005 - designations of authorized representation for MRES, and resolution #1006 — designations of authorized representation for WMMPA. Motion was unanimously carried. (Resolutions attached) John Webster presented requisition #003853 to be rescinded. Chevrolet announced the Duramax engine is no longer available. This requisition was approved at the last commission meeting and we now need to rescind it. A motion was made by Commissioner Walser, seconded by Secretary Lenz to rescind requisition #003853 for 2010 Chevrolet Silverado 4x4 from Thane Hawkins Polar Chevrolet. Motion was unanimously carried. (Resolution attached) Steve Lancaster presented requisition #003864 for gas fuel nozzles for unit 1 from Energy Parts Solutions. This is a budgeted item. After discussion, a motion was made by Secretary Lenz, seconded by Commissioner Nordin to approve requisition #003864 for gas fuel nozzles for unit 1 from Energy Parts Solutions for $74,816. Motion was unanimously carried. (Resolution attached) Due to the fact that GM Kumm will be in Washington DC at the Legislative Rally, the regularly scheduled commission meeting on February 24, 2010 was rescheduled. A motion was made by Secretary Lenz, seconded by Commissioner Nordin to reschedule February 24, 2010 regular meeting to March 3, 2010 at 3:00 p.m. Motion was unanimously carried. GM Kumm reported on the territory agreement with McLeod Coop. The attorneys are reviewing the contract. GM Kumm also updated the board on HUC's baseload power supply. A productive meeting was held with MRES. Division reports: Electric — Steve Lancaster • Applied for an award through APPA Gas — John Webster • Met with HTI regarding transportation agreement. Will present agreement to the board next meeting for approval. Vice President Hantge thanked John Webster for his professionalism during a recent natural gas incident. Legal Update None Unfinished Business None New Business Discussion was held on the used transformer being purchased by Glencoe Utilities. There being no further business, a motion was made by Vice President Hantge, seconded by Secretary Lenz to adjourn the meeting at 4:24 p.m. Motion was unanimously carried. ATTEST: DA 6t B rdson, President MASTER GROUP CONTRACT BETWEEN HUTCHINSON UTILITIES AND MEDICA INSURANCE COMPANY MEDICA INSURANCE COMPANY ( "MIC ") CHOICE MASTER GROUP CONTRACT ARTICLE 1 INTRODUCTION This Master Group Contract ( "Contract ") is entered into by and between Medica Insurance Company ( "MIC ") and the employer group identified in Exhibit 1 ( "Employer "). This Contract includes Exhibit 1, Exhibit 2, the Certificate of Coverage ( "Certificate ") and any Amendments. This Contract is delivered in the state of Minnesota. The capitalized terms used in this Contract have the same meanings given those terms defined in the Certificate, unless otherwise specifically defined in this Contract. If this Contract is purchased by Employer to provide benefits under an employee welfare benefit plan governed by the Employee Retirement Income Security Act, 29 U.S.C. 1001, et seq. ( "ERISA "), this Contract is governed by ERISA and, to the extent state law applies, the laws of the State of Minnesota. If this Contract is not governed by ERISA, it is governed by the laws of the State of Minnesota. If this Contract is governed by ERISA, any legal action arising out of or relating to this Contract shall be brought in the federal district court for the district of Minnesota. If this Contract is not governed by ERISA, any legal action arising out of or relating to this Contract shall be brought in state court in Hennepin County, Minnesota. In consideration of payment of the Premiums by the Employer and payment of applicable Deductibles, Copayments and Coinsurance by or for Members, MIC will provide coverage for the Benefits set forth in the Certificate and any amendments, subject to all terms and conditions, including limitations and exclusions, in this Contract. This Contract replaces and supersedes any previous agreements between Employer and MIC relating to Benefits. MIC shall not be deemed or construed to be an employer for any purpose with respect to the administration or provision of benefits under Employer's welfare benefit plan. MIC shall not be responsible for fulfilling any duties or obligations of Employer with respect to Employer's benefit plan. ARTICLE 2 TERM OF CONTRACT Section 2.1 Term and Renewal. The initial Term of this Contract is set forth in Exhibit 1. At least 30 days before each Expiration Date, as set forth in Exhibit 1, MIC shall notify Employer of any modifications to this Contract, including Premiums and Benefits for the next term of this Contract ( "Renewal Terms "). If Employer accepts the Renewal Terms or if Employer and MIC agree on different Renewal Terms, this Contract is renewed for the additional term, unless MIC terminates this Contract pursuant to Section 2.2. Section 2.2 Termination of This Contract. Employer may terminate this Contract after at least 30 days written notice to MIC. This Contract is guaranteed renewable and will not be terminated by MIC except for the following reasons and will be effective as stated below. Terminations for the reasons stated below require at least 30 days written notice from MIC: (a) Upon notice to an authorized representative of the Employer that Employer failed to pay the required Premium when due, provided, however, that this Contract can be reinstated MIC MGC 05 (8/05) 2 pursuant to Section 5.2. If Employer fails to pay the required Premium within the grace period described in Section 5.2, the Contract will be terminated, subject to a 30 -day advance written notice of termination by MIC to Employer. The date of the termination shall be retroactive to not more than 30 days prior to the effective date of the notice of termination; (b) On the date specified by MIC because Employer provided MIC with false information material to the execution of this Contract or to the provision of Benefits under this Contract. MIC has the right to rescind this Contract back to the effective date; (c) On the date specified by MIC due to Employer's violation of the participation or contribution rules as determined by MIC; (d) Automatically on the date Employer ceases to do business pursuant to 11 U.S.C. Chapter 7; (e) Automatically on the date Employer ceases to do business for any reason; (f) On the date specified by MIC, after at least 90 days prior written notice to Employer, that this Contract is terminated because MIC will no longer issue this particular type of group health benefit plan within the applicable employer market; (g) On the date specified by MIC, after at least 180 days prior written notice to the applicable state authority and Employer, that this Contract will be terminated because MIC will no longer renew or issue any employer health benefit plan within the applicable employer market; (h) If this Contract is made available to Employer only through one or more bona fide associations, on the date specified by MIC after Employer's membership in the association ceases; (i) Automatically on the date that Employer fails to maintain any active employees who are Subscribers; (j) Any other reasons or grounds permitted by the licensing laws and regulations governing MIC. Notwithstanding the above, MIC may modify the Premium rate and /or the coverage at renewal. Nonrenewal of coverage as a result of failure of MIC and the Employer to reach agreement with respect to modifications in the Premium rate or coverage shall not be considered a failure of MIC to provide coverage on a guaranteed renewable basis. Section 2.3 Notice of Termination. MIC will notify Employer in writing if MIC terminates this Contract for any reason. In accordance with applicable law, MIC will notify Subscribers in writing if MIC terminates this Contract pursuant to Section 2.2(a), (d), (f) or (g). Employer will provide timely written notification to Subscribers in all circumstances for which MIC does not provide written notification to Subscribers. Section 2.4 Effect of Termination. In the event of termination of this Contract: (a) All Benefits under this Contract will end at 12:00 midnight Central Time on the effective date of termination; (b) MIC will not be responsible for any Claims for health services received by Members after the effective date of the termination; and MIC MGC 05 (8/05) 3 (c) Employer shall be and shall remain liable to MIC for the payment of any and all Premiums that are unpaid at the time of termination. ARTICLE 3 ENROLLMENT AND ELIGIBILITY Section 3.1 Eligibility. The Eligibility conditions stated in Exhibit 1 of this Contract govern who is eligible to enroll under this Contract. The eligibility conditions stated in Exhibit 1 are in addition to those specified in the Certificate. Section 3.2 Enrollment. The Certificate governs when eligible employees and eligible dependents may enroll for coverage under this Contract, including the Initial Enrollment Period, Open Enrollment Period and any applicable Special Enrollment Periods. Employer shall conduct the Initial Enrollment Period and Open Enrollment Period. Employer shall cooperate with MIC to ensure appropriate enrollment of Members under the Contract. Section 3.3 Qualified Medical Child Support Orders. Employer will establish, maintain and enforce all written procedures for determining whether a child support order is a qualified medical child support order as defined by ERISA. Employer will provide MIC with notice of such determination and a copy of the order, along with an application for coverage, within the greater of 30 days after issuance of the order or the time in which Employer provides notice of its determination to the persons specified in the order. When and if Employer receives notice that the child has designated a representative, or of the existence of a legal guardian or custodial parent of the child, Employer shall promptly notify MIC of such person(s). MIC shall have no responsibility for: (i) establishing, maintaining or enforcing the procedures described above; (ii) determining whether a support order is qualified; or (iii) providing required notices to the child or the designated representative. Section 3.4 Eligibility and Enrollment Decisions. Subject to applicable law and the terms of this Contract, Employer has discretion to determine whether employees and their dependents are eligible to enroll for coverage under this Contract. MIC shall rely upon Employer's determination regarding an employee's and /or dependent's eligibility to enroll for coverage under this Contract. The Employer will be responsible for maintaining information verifying its continuing eligibility and the continuing eligibility of its eligible Subscribers and eligible Dependents. This information shall be provided to MIC as reasonably requested by MIC. The Employer shall also maintain written documentation of a waiver of coverage by an eligible Subscriber or eligible Dependent and provide this documentation to MIC upon reasonable request. Section 3.5 Notification. The Employer must notify MIC within 30 days of the effective date of the Member's initial enrollment application, changes to the Member's name or address, or changes to enrollment, including if a Member is no longer eligible for coverage. ARTICLE 4 ELECTRONIC DELIVERY OF INSURANCE DOCUMENTS The Employer agrees to deliver, as MIC's agent, insurance documents required by law to be furnished to Subscribers. These documents shall be furnished by MIC to the Employer for delivery to Subscribers. The Employer shall not modify these documents in any way. The MIC MGC 05 (8/05) Employer agrees to deliver such documents electronically to the extent permissible under Title I of the Employee Retirement Income Security Act of 1974, Department of Labor Regulation § 2520.104b -1(c), and Minn. Stat. § 72A.20, subd. 37. Such documents shall be delivered electronically only to Subscribers who meet the following requirements: (a) has the ability to access an electronic document effectively at any location where the Subscriber is reasonably expected to perform his or her duties as an employee, and (b) with respect to whom access to the plan sponsor's electronic information system is an integral part of those duties. The Employer shall implement procedures that ensure actual receipt of these documents and notify Subscribers of the significance of the materials at the time of delivery. In addition, the Employer shall inform the recipient of his or her right to request a paper version of these documents, and an expedient process for doing so. Upon such a request, Employer shall furnish the recipient with paper copies supplied by MIC. Employer shall inform MIC of individuals who do not qualify for electronic delivery because they do not meet the requirements regarding access to a computer, or they are not in the workplace, including but not limited to those on continuation coverage, on retiree coverage, or covered pursuant to a qualified medical child support order. Employer shall provide the individual's mailing information to MIC so that MIC can provide the documents. ARTICLE 5 PREMIUMS Section 5.1 Monthly Premiums. The monthly Premiums for this Contract are: set forth in Exhibit 2. The Premiums are due on the first day of each calendar month. Employer shall pay the Premiums to MIC at the billing address stated in the Acceptance of Contract. Employer shall notify MIC in writing: (a) each month of any changes in the coverage classification of any Subscriber; and (b) within 30 days after the effective date of enrollments, terminations or other changes regarding Members. Section 5.2 Grace Period and Reinstatement. Employer has a grace period of 10 days after the due date stated in Section 5.1 to pay the monthly Premiums. If Employer fails to pay the Premium, the Contract will be terminated in accordance with Section 2.2(a). This Contract will be reinstated if Employer pays all of the Premiums owed on or before the end of the grace period. In the event this Contract is not reinstated pursuant to this Section, MIC shall not be responsible for any Claims for health services received by Members after the effective date of the termination. Section 5.3 Premium Calculation. The monthly Premiums owed by Employer shall be calculated by MIC using the number of Subscribers in each coverage classification according to MIC's records at the time of the calculation. Employer may make adjustments to its payment of Premiums for any additions or terminations of Members submitted by Employer but not yet reflected in MIC's calculations. A full calendar month's Premiums shall be charged for Members whose effective date falls on or before the 15th day of that calendar month. No Premium shall be charged for Members whose effective date falls after the 15th day of that calendar month. With the exception of termination of coverage due to a Member's death, a Member's coverage may be terminated only at the end of a calendar month and a full Premium rate for that month will apply. In the case of a Member's death, that Member's coverage will be terminated on the date of death. MIC MGC 05 (8/05) 5 Section 5.4 Retroactive Adjustments. In accordance with applicable law, retroactive adjustments may be made for any additions or terminations of Members or changes in coverage classifications not reflected in MIC's records at the time the monthly Premiums were calculated by MIC. However, no retroactive credit will be granted for any month in which a Member received Benefits. No retroactive adjustments to enrollment or Premium refund shall be granted for any change occurring more than 60 days prior to the date MIC received notification of the change from Employer. Notwithstanding the foregoing, Employer shall pay a Premium for any month during which a Member received Benefits. Section 5.5 Premium Changes. MIC may change the Premiums after 30 days prior written notice to Employer. Section 5.6 Employer Fees. MIC may charge Employer: (a) a late payment charge in the form of a finance charge of 12% per annum for any Premiums not received by the due date; and (b) a service charge for any non - sufficient -fund check received in payment of the Premiums. ARTICLE 6 INDEMNIFICATION MIC will hold harmless and indemnify Employer against any and all claims, liabilities, damages or judgments asserted against, imposed upon or incurred by Employer, including reasonable attorney fees and costs, that arise out of MIC's negligent acts or omissions in the discharge of its responsibilities to a Member. Employer will hold harmless and indemnify MIC against any and all claims, liabilities, damages or judgments asserted against, imposed upon or incurred by MIC, including reasonable attorney fees and costs, that arise out of Employer's or Employer's employees', agents', and representatives' negligent acts or omissions in the discharge of its or their responsibilities under this Contract. Employer and MIC shall promptly notify the other of any potential or actual claim for which the other party may be responsible under this Article 6. ARTICLE 7 ADMINISTRATIVE SERVICES The services necessary to administer this Contract and the Benefits provided under it will be provided in accordance with MIC's or its designee's standard administrative procedures. If Employer requests such administrative services be provided in a manner other than in accordance with these standard procedures, including requests for non - standard reports, and if MIC agrees to provide such non - standard administrative services, Employer shall pay for such services or reports at MIC's or its designee's then - current charges for such services or reports. ARTICLE 8 CLERICAL ERROR A Member will not be deprived of coverage under the Contract because of a clerical error. Furthermore, a Member will not be eligible for coverage beyond the scheduled termination date because of a failure to record the termination. MIC MGC 05 (8/05) ARTICLE 9 ERISA When this Contract is entered into by Employer to provide benefits under an employee welfare benefit plan governed by ERISA, MIC shall not be named as and shall not be the plan administrator of the employee welfare benefit plan, as that term is used in ERISA. MIC shall only be considered a named fiduciary for purposes of claims adjudication. The parties agree that MIC has sole, final, and exclusive discretion to: (a) interpret and construe the Benefits under the Contract; (b) interpret and construe the other terms, conditions, limitations and exclusions set out in the Contract; (c) change, interpret, modify, withdraw or add Benefits without approval by Members; and (d) make factual determinations related to the Contract and the Benefits. For purposes of overall cost savings or efficiency, MIC may, in its sole discretion, provide services that would otherwise not be Benefits. The fact that MIC does so in any particular case shall not in any way be deemed to require it to do so in other similar cases. MIC may, from time to time, delegate discretionary authority to other persons or entities providing services under this Contract. ARTICLE 10 DATA OWNERSHIP AND USE Information and data acquired, developed, generated, or maintained by MIC in the course of performing under this Contract shall be MIC's sole property. Except as this Contract or applicable law requires otherwise, MIC shall have no obligation to release such information or data to Employer. MIC may, in its sole discretion, release such information or data to Employer, but only to-the extent permitted by law and subject to any restrictions determined by MIC. ARTICLE 11 CONTINUATION OF COVERAGE MIC shall provide coverage under this Contract to those Members who are eligible to continue coverage under federal or state law. MIC will not provide any administrative duties with respect to Employer's compliance with federal or state continuation of coverage laws. All duties of the Employer, including, but not limited to, notifying Members regarding federal and state law continuation rights and Premium billing and collection, remain Employer's sole responsibility. ARTICLE 12 CERTIFICATION OF QUALIFYING COVERAGE FORMS As required by the Health Insurance Portability and Accountability Act of 1996 (HIPAA), MIC will produce Certification of Qualifying Coverage forms for Members whose coverage under this Contract terminates or upon request by Members. The Certification of Qualifying Coverage forms will be based on the eligibility and termination data Employer provides to MIC. Employer shall provide all necessary eligibility and termination data to MIC in accordance with MIC's data specifications. The Certification of Qualifying Coverage forms will only include periods of coverage MIC administers under this Contract. MIC MGC 05 (8/05) ARTICLE 13 AMENDMENTS AND ALTERATIONS Section 13.1 Standard Amendments. Except as provided in Section 13.2, amendments to this Contract are effective 30 days after MIC sends Employer a written amendment. Unless regulatory authorities direct otherwise, Employer's signature will not be required. No MIC agent or broker has authority to change this Contract or to waive any of its provisions. Section 13.2 Regulatory Amendment. MIC may amend this Contract to comply with requirements of state and federal law ( "Regulatory Amendment ") and shall issue to Employer such Regulatory Amendment and give Employer notice of its effective date. The Regulatory Amendment will not require Employer's consent and, unless regulatory authorities direct otherwise, Employer's signature will not be required. Any provision of this Contract that conflicts with the terms of applicable federal or state laws is deemed amended to conform to the minimum requirements of such laws. ARTICLE 14 ASSIGNMENT Neither party shall have the right to assign any of its rights and responsibilities under the Contract to any person, corporation or entity without the prior written consent of the other party; provided, however, that MIC may, without the prior written consent of the Employer, assign the Contract to any entity that controls MIC, is controlled by MIC, or is under common control with MIC. In the event of assignment, the Contract shall be binding upon and inure to the benefit of each party's successors and assigns. ARTICLE 15 DISPUTE RESOLUTION In the event that any dispute, claim or controversy of any kind or nature relating to this Contract arises between the parties, the parties agree to meet and make a good faith effort to resolve the dispute. The party requesting the meeting shall provide the other, in advance of the meeting, with written notice of the claimed dispute. Upon receipt of the written notice, representatives for each party shall meet promptly to attempt to resolve the dispute. If a mutually agreeable resolution is not reached within thirty (30) days following receipt of the written notice, either party may pursue legal action in accordance with the terms of this Contract. The parties may mutually agree to waive the informal dispute resolution process set forth herein. Any such waiver must be in writing and executed by both parties. ARTICLE 16 TIME LIMIT ON CERTAIN DEFENSES No statement made by Employer, except a fraudulent statement, shall be used to void this Contract after it has been in force for a period of 2 years. ARTICLE 17 RELATIONSHIP BETWEEN PARTIES The relationship between Employer and any Member is that of Employer and Subscriber, Dependent or other coverage classification as defined in this Contract. The relationships between MIC and Network Providers and the relationship between MIC and Employer are solely contractual relationships between independent contractors. Network MIC MGC 05 (8/05) Providers and Employer are not agents or employees of MIC. MIC and its employees are not agents or employees of Network Providers or Employer. The relationship between a Network Provider and any Member is that of provider and patient and the Network Provider is solely responsible for the services provided to any Member. ARTICLE 18 EMPLOYER RECORDS Employer shall furnish MIC with all information and proofs that MIC may reasonably require with regard to any matters pertaining to this Contract. MIC may at any reasonable time inspect all documents furnished to Employer by an individual in connection with the Benefits, Employer's payroll records, and any other records pertinent to the Benefits under this Contract. Unless Employer provides the appropriate written assurances required by 45 CFR 164.504, MIC will only provide Employer with summary health information (for the purposes of obtaining premium bids or for modifying, amending or terminating the group health plan only) and information on whether individuals are participating in the group health plan, or is enrolled in or has disenrolled from the health plan as provided in 45 CFR 164.504 (f)(1) and the minimum necessary information for purposes of auditing MIC's operations or services. ARTICLE 19 NOTICE Except as provided in Article 2, notice given by MIC to an authorized representative of Employer will be deemed notice to all Members. All notices to MIC shall be sent to the address stated in the Acceptance of Contract. All notices to Employer shall be sent to the persons and addresses stated in the Group Application. All notices to MIC and Employer shall be deemed delivered: (a) if delivered in person, on the date delivered in person; (b) if delivered by a courier, on the date stated by the courier; (c) if delivered by an express mail service, on the date stated by the mail service vendor; or (d) if delivered by United States mail, 3 business days after date of mailing. A party can change its address for receiving notices by providing the other party a written notice of the change. ARTICLE 20 COMMON LAW No language contained in the Contract constitutes a waiver of MIC's rights under common law. MIC MGC 05 (8/05) ACCEPTANCE OF CONTRACT This Contract is deemed accepted by Employer upon the earlier of MIC's receipt of Employer's first payment of the Premium or upon Employer's execution of this Contract by its duly authorized representative. This Contract is deemed accepted by MIC upon MIC's deposit of Employer's first payment of the Premium. Such acceptance renders all terms and provisions herein binding on MIC and the Employer. IN WITNESS WHEREOF, MIC has caused this Contract to be executed on this December 30, 2009, to take effect on the Effective Date stated in Exhibit 1 to this Contract. MEDICA HEALTH PLANS MEDICA INSURANCE COMPANY 401 Carlson Parkway Minnetonka, MN 55305 (952) 992 -2200 Billing Address: NW 7958 P.O. Box 1450 Minneapolis, MN 55485 -7958 Mailing Address: P.O. Box 9310 Minneapolis, MN 55440 By: Rich Sykora Vice President and General Manager By: James P. Jacobson Senior Vice President and Assistant Secretary MIC MGC 05 (8/05) 10 EMPLOYER Hutchinson Utilities Address: 225 Michigan Street Southeast Hutchinson, MN 55350 Telephone: (320) 587 -4746 Employer Representative: Jan Sifferath Date: `7 Z610 EXHIBIT 1 1. Parties. The parties to this Master Group Contract ( "Contract') are Medica Insurance Company ( "MIC ") and the employer group Hutchinson Utilities ( "Employer "), employer group number(s) 48963, an employer under Minnesota law and other applicable law. 2. Effective Date and Expiration Date of this Contract. This Contract is effective 01/01/2010 ( "Effective Date ") to 12/31/2010 ( "Expiration Date "). All coverage under this Contract begins at 12:01 a.m. Central Time. 3. Contract Number: MIC CHOICE MN 300 -15 BPL #: 36793 4. Amendment(s) Number: Amendments attached as applicable for benefit package log (BPL) as listed above 5. Eligibility. The following conditions are in addition to those specified in the Certificate: 5.1 Eligibility to Enroll. A Subscriber, and his or her Dependents who satisfies the eligibility conditions stated in this Contract are eligible to enroll for coverage under this Contract. Any person who does not satisfy the definition of Subscriber or Dependent is not eligible for coverage under this Contract. A Subscriber and his or her Dependents must meet the eligibility requirements described below and in the entire Contract. 5.2 Subscriber Definition. The term "Subscriber" as used in the Contract will include the types of employees and conditions identified below: Classifications Applicable Waiting Periods and Effective Dates 1. Employees: Full -time employees New Hires: First of the month following date of hire working a minimum of 40 Status Change: First of the month following date of hours /week change Return: First of the month following date of return MIC MGC 05 (8/05) Exhibit 1 Page 1 EXHIBIT 2 Premiums The monthly Premiums for this Contract are: Subscriber Classifications Monthly Premium Rate Class I (Single) MIC Choice $627.91 Class IV (Family) MIC Choice $1,591.94 MIC MGC 05 (8/05) Exhibit 2 Page 1 MASTER GROUP CONTRACT BETWEEN HUTCHINSON UTILITIES AND MEDICA INSURANCE COMPANY MEDICA INSURANCE COMPANY ( "MIC ") CHOICE MASTER GROUP CONTRACT ARTICLE 1 INTRODUCTION This Master Group Contract ( "Contract ") is entered into by and between Medica Insurance Company ( "MIC ") and the employer group identified in Exhibit 1 ( "Employer "). This Contract includes Exhibit 1, Exhibit 2, the Certificate of Coverage ( "Certificate ") and any Amendments. This Contract is delivered in the state of Minnesota. The capitalized terms used in this Contract have the same meanings given those terms defined in the Certificate, unless otherwise specifically defined in this Contract. If this Contract is purchased by Employer to provide benefits under an employee welfare benefit plan governed by the Employee Retirement Income Security Act, 29 U.S.C. 1001, et seq. ( "ERISA "), this Contract is governed by ERISA and, to the extent state law applies, the laws of the State of Minnesota. If this Contract is not governed by ERISA, it is governed by the laws of the State of Minnesota. If this Contract is governed by ERISA, any legal action arising out of or relating to this Contract shall be brought in the federal district court for the district of Minnesota. If this Contract is not governed by ERISA, any legal action arising out of or relating to this Contract shall be brought in state court in Hennepin County, Minnesota. In consideration of payment of the Premiums by the Employer and payment of applicable Deductibles, Copayments and Coinsurance by or for Members, MIC will provide coverage for the Benefits set forth in the Certificate and any amendments, subject to all terms and conditions, including limitations and exclusions, in this Contract. This Contract replaces and supersedes any previous agreements between Employer and MIC relating to Benefits. MIC shall not be deemed or construed to be an employer for any purpose with respect to the administration or provision of benefits under Employer's welfare benefit plan. MIC shall not be responsible for fulfilling any duties or obligations of Employer with respect to Employer's benefit plan. ARTICLE 2 TERM OF CONTRACT Section 2.1 Term and Renewal. The initial Term of this Contract is set forth in Exhibit 1. At least 30 days before each Expiration Date, as set forth in Exhibit 1, MIC shall notify Employer of any modifications to this Contract, including Premiums and Benefits for the next term of this Contract ( "Renewal Terms "). If Employer accepts the Renewal Terms or if Employer and MIC agree on different Renewal Terms, this Contract is renewed for the additional term, unless MIC terminates this Contract pursuant to Section 2.2. Section 2.2 Termination of This Contract. Employer may terminate this Contract after at least 30 days written notice to MIC. This Contract is guaranteed renewable and will not be terminated by MIC except for the following reasons and will be effective as stated below. Terminations for the reasons stated below require at least 30 days written notice from MIC: (a) Upon notice to an authorized representative of the Employer that Employer failed to pay the required Premium when due, provided, however, that this Contract can be reinstated MIC MGC 05 (8/05) pursuant to Section 5.2. If Employer fails to pay the required Premium within the grace period described in Section 5.2, the Contract will be terminated, subject to a 30 -day advance written notice of termination by MIC to Employer. The date of the termination shall be retroactive to not more than 30 days prior to the effective date of the notice of termination; (b) On the date specified by MIC because Employer provided MIC with false information material to the execution of this Contract or to the provision of Benefits under this Contract. MIC has the right to rescind this Contract back to the effective date; (c) On the date specified by MIC due to Employer's violation of the participation or contribution rules as determined by MIC; (d) Automatically on the date Employer ceases to do business pursuant to 11 U.S.C. Chapter 7; (e) Automatically on the date Employer ceases to do business for any reason; (f) On the date specified by MIC, after at least 90 days prior written notice to Employer, that this Contract is terminated because MIC will no longer issue this particular type of group health benefit plan within the applicable employer market; (g) On the date specified by MIC, after at least 180 days prior written notice to the applicable state authority and Employer, that this Contract will be terminated because MIC will no longer renew or issue any employer health benefit plan within the applicable employer market; (h) If this Contract is made available to Employer only through one or more bona fide associations, on the date specified by MIC after Employer's membership in the association ceases; (i) Automatically on the date that Employer fails to maintain any active employees who are Subscribers; Q) Any other reasons or grounds permitted by the licensing laws and regulations governing MIC. Notwithstanding the above, MIC may modify the Premium rate and/or the coverage at renewal. Nonrenewal of coverage as a result of failure of MIC and the Employer to reach agreement with respect to modifications in the Premium rate or coverage shall not be considered a failure of MIC to provide coverage on a guaranteed renewable basis. Section 2.3 Notice of Termination. MIC will notify Employer in writing if MIC terminates this Contract for any reason. In accordance with applicable law, MIC will notify Subscribers in writing if MIC terminates this Contract pursuant to Section 2.2(a), (d), (f) or (g). Employer will provide timely written notification to Subscribers in all circumstances for which MIC does not provide written notification to Subscribers. Section 2.4 Effect of Termination. In the event of termination of this Contract: (a) All Benefits under this Contract will end at 12:00 midnight Central Time on the effective date of termination; (b) MIC will not be responsible for any Claims for health services received by Members after the effective date of the termination; and MIC MGC 05 (8/05) 3 (c) Employer shall be and shall remain liable to MIC for the payment of any and all Premiums that are unpaid at the time of termination. ARTICLE 3 ENROLLMENT AND ELIGIBILITY Section 3.1 Eligibility. The Eligibility conditions stated in Exhibit 1 of this Contract govern who is eligible to enroll under this Contract. The eligibility conditions stated in Exhibit 1 are in addition to those specified in the Certificate. Section 3.2 Enrollment. The Certificate governs when eligible employees and eligible dependents may enroll for coverage under this Contract, including the Initial Enrollment Period, Open Enrollment Period and any applicable Special Enrollment Periods. Employer shall conduct the Initial Enrollment Period and Open Enrollment Period. Employer shall cooperate with MIC to ensure appropriate enrollment of Members under the Contract. Section 3.3 Qualified Medical Child Support Orders. Employer will establish, maintain and enforce all written procedures for determining whether a child support order is a qualified medical child support order as defined by ERISA. Employer will provide MIC with notice of such determination and a copy of the order, along with an application for coverage, within the greater of 30 days after issuance of the order or the time in which Employer provides notice of its determination to the persons specified in the order. When and if Employer receives notice that the child has designated a representative, or of the existence of a legal guardian or custodial parent of the child, Employer shall promptly notify MIC of such person(s). MIC shall have no responsibility for: (i) establishing, maintaining or enforcing the procedures described above; (ii) determining whether a support order is qualified; or (iii) providing required notices to the child or the designated representative. Section 3.4 Eligibility and Enrollment Decisions. Subject to applicable law and the terms of this Contract, Employer has discretion to determine whether employees and their dependents are eligible to enroll for coverage under this Contract. MIC shall rely upon Employer's determination regarding an employee's and /or dependent's eligibility to enroll for coverage under this Contract. The Employer will be responsible for maintaining information verifying its continuing eligibility and the continuing eligibility of its eligible Subscribers and eligible Dependents. This information shall be provided to MIC as reasonably requested by MIC. The Employer shall also maintain written documentation of a waiver of coverage by an eligible Subscriber or eligible Dependent and provide this documentation to MIC upon reasonable request. Section 3.5 Notification. The Employer must notify MIC within 30 days of the effective date of the Member's initial enrollment application, changes to the Member's name or address, or changes to enrollment, including if a Member is no longer eligible for coverage. ARTICLE 4 ELECTRONIC DELIVERY OF INSURANCE DOCUMENTS The Employer agrees to deliver, as MIC's agent, insurance documents required by law to be furnished to Subscribers. These documents shall be furnished by MIC to the Employer for delivery to Subscribers. The Employer shall not modify these documents in any way. The MIC MGC 05 (8/05) Employer agrees to deliver such documents electronically to the extent permissible under Title I of the Employee Retirement Income Security Act of 1974, Department of Labor Regulation § 2520.104b -1(c), and Minn. Stat. § 72A.20, subd. 37. Such documents shall be delivered electronically only to Subscribers who meet the following requirements: (a) has the ability to access an electronic document effectively at any location where the Subscriber is reasonably expected to perform his or her duties as an employee, and (b) with respect to whom access to the plan sponsor's electronic information system is an integral part of those duties. The Employer shall implement procedures that ensure actual receipt of these documents and notify Subscribers of the significance of the materials at the time of delivery. In addition, the Employer shall inform the recipient of his or her right to request a paper version of these documents, and an expedient process for doing so. Upon such a request, Employer shall furnish the recipient with paper copies supplied by MIC. Employer shall inform MIC of individuals who do not qualify for electronic delivery because they do not meet the requirements regarding access to a computer, or they are not in the workplace, including but not limited to those on continuation coverage, on retiree coverage, or covered pursuant to a qualified medical child support order. Employer shall provide the individual's mailing information to MIC so that MIC can provide the documents. ARTICLE 5 PREMIUMS Section 5.1 Monthly Premiums. The monthly Premiums for this Contract are: set forth in Exhibit 2. The Premiums are due on the first day of each calendar month. Employer shall pay the Premiums to MIC at the billing address stated in the Acceptance of Contract. Employer shall notify MIC in writing: (a) each month of any changes in the coverage classification of any Subscriber; and (b) within 30 days after the effective date of enrollments, terminations or other changes regarding Members. Section 5.2 Grace Period and Reinstatement. Employer has a grace period of 10 days after the due date stated in Section 5.1 to pay the monthly Premiums. If Employer fails to pay the Premium, the Contract will be terminated in accordance with Section 2.2(a). This Contract will be reinstated if Employer pays all of the Premiums owed on or before the end of the grace period. In the event this Contract is not reinstated pursuant to this Section, MIC shall not be responsible for any Claims for health services received by Members after the effective date of the termination. Section 5.3 Premium Calculation. The monthly Premiums owed by Employer shall be calculated by MIC using the number of Subscribers in each coverage classification according to MIC's records at the time of the calculation. Employer may make adjustments to its payment of Premiums for any additions or terminations of Members submitted by Employer but not yet reflected in MIC's calculations. A full calendar month's Premiums shall be charged for Members whose effective date falls on or before the 15th day of that calendar month. No Premium shall be charged for Members whose effective date falls after the 15th day of that calendar month. With the exception of termination of coverage due to a Member's death, a Member's coverage may be terminated only at the end of a calendar month and a full Premium rate for that month will apply. In the case of a Member's death, that Member's coverage will be terminated on the date of death. MIC MGC 05 (8/05) 5 Section 5.4 Retroactive Adjustments. In accordance with applicable law, retroactive adjustments may be made for any additions or terminations of Members or changes in coverage classifications not reflected in MIC's records at the time the monthly Premiums were calculated by MIC. However, no retroactive credit will be granted for any month in which a Member received Benefits. No retroactive adjustments to enrollment or Premium refund shall be granted for any change occurring more than 60 days prior to the date MIC received notification of the change from Employer. Notwithstanding the foregoing, Employer shall pay a Premium for any month during which a Member received Benefits. Section 5.5 Premium Changes. MIC may change the Premiums after 30 days prior written notice to Employer. Section 5.6 Employer Fees. MIC may charge Employer: (a) a late payment charge in the form of a finance charge of 12% per annum for any Premiums not received by the due date; and (b) a service charge for any non - sufficient -fund check received in payment of the Premiums. ARTICLE 6 INDEMNIFICATION MIC will hold harmless and indemnify Employer against any and all claims, liabilities, damages or judgments asserted against, imposed upon or incurred by Employer, including reasonable attorney fees and costs, that arise out of MIC's negligent acts or omissions in the discharge of its responsibilities to a Member. Employer will hold harmless and indemnify MIC against any and all claims, liabilities, damages or judgments asserted against, imposed upon or incurred by MIC, including reasonable attorney fees and costs, that arise out of Employer's or Employer's employees', agents', and representatives' negligent acts or omissions in the discharge of its or their responsibilities under this Contract. Employer and MIC shall promptly notify the other of any potential or actual claim for which the other party may be responsible under this Article 6. ARTICLE 7 ADMINISTRATIVE SERVICES The services necessary to administer this Contract and the Benefits provided under it will be provided in accordance with MIC's or its designee's standard administrative procedures. If Employer requests such administrative services be provided in a manner other than in accordance with these standard procedures, including requests for non - standard reports, and if MIC agrees to provide such non - standard administrative services, Employer shall pay for such services or reports at MIC's or its designee's then - current charges for such services or reports. ARTICLE 8 CLERICAL ERROR A Member will not be deprived of coverage under the Contract because of a clerical error. Furthermore, a Member will not be eligible for coverage beyond the scheduled termination date because of a failure to record the termination. MIC MGC 05 (8/05) 6 ARTICLE 9 ERISA When this Contract is entered into by Employer to provide benefits under an employee welfare benefit plan governed by ERISA, MIC shall not be named as and shall not be the plan administrator of the employee welfare benefit plan, as that term is used in ERISA. MIC shall only be considered a named fiduciary for purposes of claims adjudication. The parties agree that MIC has sole, final, and exclusive discretion to: (a) interpret and construe the Benefits under the Contract; (b) interpret and construe the other terms, conditions, limitations and exclusions set out in the Contract; (c) change, interpret, modify, withdraw or add Benefits without approval by Members; and (d) make factual determinations related to the Contract and the Benefits. For purposes of overall cost savings or efficiency, MIC may, in its sole discretion, provide services that would otherwise not be Benefits. The fact that MIC does so in any particular case shall not in any way be deemed to require it to do so in other similar cases. MIC may, from time to time, delegate discretionary authority to other persons or entities providing services under this Contract. ARTICLE 10 DATA OWNERSHIP AND USE Information and data acquired, developed, generated, or maintained by MIC in the course of performing under this Contract shall be MIC's sole property. Except as this Contract or applicable law requires otherwise, MIC shall have no obligation to release such information or data to Employer. MIC may, in its sole discretion, release such information or data to Employer, but only to the extent permitted by law and subject to any restrictions determined by MIC. ARTICLE 11 CONTINUATION OF COVERAGE MIC shall provide coverage under this Contract to those Members who are eligible to continue coverage under federal or state law. MIC will not provide any administrative duties with respect to Employer's compliance with federal or state continuation of coverage laws. All duties of the Employer, including, but not limited to, notifying Members regarding federal and state law continuation rights and Premium billing and collection, remain Employer's sole responsibility. ARTICLE 12 CERTIFICATION OF QUALIFYING COVERAGE FORMS As required by the Health Insurance Portability and Accountability Act of 1996 (HIPAA), MIC will produce Certification of Qualifying Coverage forms for Members whose coverage under this Contract terminates or upon request by Members. The Certification of Qualifying Coverage forms will be based on the eligibility and termination data Employer provides to MIC. Employer shall provide all necessary eligibility and termination data to MIC in accordance with MIC's data specifications. The Certification of Qualifying Coverage forms will only include periods of coverage MIC administers under this Contract. MIC MGC 05 (8/05) 7 ARTICLE 13 AMENDMENTS AND ALTERATIONS Section 13.1 Standard Amendments. Except as provided in Section 13.2, amendments to this Contract are effective 30 days after MIC sends Employer a written amendment. Unless regulatory authorities direct otherwise, Employer's signature will not be required. No MIC agent or broker has authority to change this Contract or to waive any of its provisions. Section 13.2 Regulatory Amendment. MIC may amend this Contract to comply with requirements of state and federal law ( "Regulatory Amendment ") and shall issue to Employer such Regulatory Amendment and give Employer notice of its effective date. The Regulatory Amendment will not require Employer's consent and, unless regulatory authorities direct otherwise, Employer's signature will not be required. Any provision of this Contract that conflicts with the terms of applicable federal or state laws is deemed amended to conform to the minimum requirements of such laws. ARTICLE 14 ASSIGNMENT Neither party shall have the right to assign any of its rights and responsibilities under the Contract to any person, corporation or entity without the prior written consent of the other party; provided, however, that MIC may, without the prior written consent of the Employer, assign the Contract to any entity that controls MIC, is controlled by MIC, or is under common control with MIC. In the event of assignment, the Contract shall be binding upon and inure to the benefit of each party's successors and assigns. ARTICLE 15 DISPUTE RESOLUTION In the event that any dispute, claim or controversy of any kind or nature relating to this Contract arises between the parties, the parties agree to meet and make a good faith effort to resolve the dispute. The party requesting the meeting shall provide the other, in advance of the meeting, with written notice of the claimed dispute. Upon receipt of the written notice, representatives for each party shall meet promptly to attempt to resolve the dispute. If a mutually agreeable resolution is not reached within thirty (30) days following receipt of the written notice, either party may pursue legal action in accordance with the terms of this Contract. The parties may mutually agree to waive the informal dispute resolution process set forth herein. Any such waiver must be in writing and executed by both parties. ARTICLE 16 TIME LIMIT ON CERTAIN DEFENSES No statement made by Employer, except a fraudulent statement, shall be used to void this Contract after it has been in force for a period of 2 years. ARTICLE 17 RELATIONSHIP BETWEEN PARTIES The relationship between Employer and any Member is that of Employer and Subscriber, Dependent or other coverage classification as defined in this Contract. The relationships between MIC and Network Providers and the relationship between MIC and Employer are solely contractual relationships between independent contractors. Network MIC MGC 05 (8/05) Providers and Employer are not agents or employees of MIC. MIC and its employees are not agents or employees of Network Providers or Employer. The relationship between a Network Provider and any Member is that of provider and patient and the Network Provider is solely responsible for the services provided to any Member. ARTICLE 18 EMPLOYER RECORDS Employer shall furnish MIC with all information and proofs that MIC may reasonably require with regard to any matters pertaining to this Contract. MIC may at any reasonable time inspect all documents furnished to Employer by an individual in connection with the Benefits, Employer's payroll records, and any other records pertinent to the Benefits under this Contract. Unless Employer provides the appropriate written assurances required by 45 CFR 164.504, MIC will only provide Employer with summary health information (for the purposes of obtaining premium bids or for modifying, amending or terminating the group health plan only) and information on whether individuals are participating in the group health plan, or is enrolled in or has disenrolled from the health plan as provided in 45 CFR 164.504 (f)(1) and the minimum necessary information for purposes of auditing MIC's operations or services. ARTICLE 19 NOTICE Except as provided in Article 2, notice given by MIC to an authorized representative of Employer will be deemed notice to all Members. All notices to MIC shall be sent to the address stated in the Acceptance of Contract. All notices to Employer shall be sent to the persons and addresses stated in the Group Application. All notices to MIC and Employer shall be deemed delivered: (a) if delivered in person, on the date delivered in person; (b) if delivered by a courier, on the date stated by the courier; (c) if delivered by an express mail service, on the date stated by the mail service vendor; or (d) if delivered by United States mail, 3 business days after date of mailing. A party can change its address for receiving notices by providing the other party a written notice of the change. ARTICLE 20 COMMON LAW No language contained in the Contract constitutes a waiver of MIC's rights under common law. MIC MGC 05 (8/05) 9 ACCEPTANCE OF CONTRACT This Contract is deemed accepted by Employer upon the earlier of MIC's receipt of Employer's first payment of the Premium or upon Employer's execution of this Contract by its duly authorized representative. This Contract is deemed accepted by MIC upon MIC's deposit of Employer's first payment of the Premium. Such acceptance renders all terms and provisions herein binding on MIC and the Employer. IN WITNESS WHEREOF, MIC has caused this Contract to be executed on this December 30, 2009, to take effect on the Effective Date stated in Exhibit 1 to this Contract. MEDICA HEALTH PLANS MEDICA INSURANCE COMPANY 401 Carlson Parkway Minnetonka, MN 55305 (952) 992 -2200 Billing Address: NW 7958 P.O. Box 1450 Minneapolis, MN 55485 -7958 Mailing Address: P.O. Box 9310 Minneapolis, MN 55440 By: Rich Sykora Vice President and General Manager By: James P. Jacobson Senior Vice President and Assistant Secretary MIC MGC 05 (8/05) EMPLOYER Hutchinson Utilities Address: 225 Michigan Street Southeast Hutchinson, MN 55350 Telephone: (320) 587 -4746 �. -- - � r Employer Representative: Jan Sifferath Date /l> o EXHIBIT 1 1. Parties. The parties to this Master Group Contract ( "Contract ") are Medica Insurance Company ( "MIC ") and the employer group Hutchinson Utilities ( "Employer "), employer group number(s) 58506, an employer under Minnesota law and other applicable law. 2. Effective Date and Expiration Date of this Contract. This Contract is effective 01 /01 /2010 ( "Effective Date ") to 12/31/2010 ( "Expiration Date "). All coverage under this Contract begins at 12:01 a.m. Central Time. 3. Contract Number: MIC CHOICE MN HSA 2500 -100% BPL #: 50276 4. Amendment(s) Number: Calendar Year 5. Eligibility. The following conditions are in addition to those specified in the Certificate: 5.1 Eligibility to Enroll. A Subscriber, and his or her Dependents who satisfies the eligibility conditions stated in this Contract are eligible to enroll for coverage under this Contract. Any person who does not satisfy the definition of Subscriber or Dependent is not eligible for coverage under this Contract. A Subscriber and his or her Dependents must meet the eligibility requirements described below and in the entire Contract. 5.2 Subscriber Definition. The term "Subscriber" as used in the Contract will include the types of employees and conditions identified below: Classifications Applicable Waiting Periods and Effective Dates 1. Employees: Full -time employees New Hires: First .of the month following date of hire working a minimum of 40 Status Change: First of the month following date of hours /week change Return: First of the month following date of return MIC MGC 05 (8/05) Exhibit 1 Page 1 EXHIBIT 2 Premiums The monthly Premiums for this Contract are: Subscriber Classifications Monthly Premium Rate Class I (Single) MIC Choice $398.12 Class IV (Family) MIC Choice $1,009.34 MIC MGC 05 (8/05) Exhibit 2 Page 1 January 27, 2010 RESOLUTION 1005 HUTCHINSON UTILITIES COMMISSION CITY OF HUTCHINSON DESIGNATION OF AUTHORIZED REPRESENTATION WHEREAS, the Governing Body of Hutchinson Utilities Commission has entered into an agreement to establish the Missouri Basin Municipal Power Agency, d.b.a. Missouri River Energy Services (MRES), and as a member thereof is entitled to a representative who shall represent the Municipal Utility in the business of MRES. NOW, THEREFORE, BE IT RESOLVED, tl hereby authorized and appointed Hutchinson Utilities Commission, represent the Municipal Utility in powers, duties and responsibilities The alternative representative, authorized and appointed with equal ATTEST: Secr ary Date 335 at Michael Kumm be and he is s the representative of the Hutchinson, Minnesota, to -he business of MRES, with the as provided in said agreement. Steve Lancaster, is hereby powers. W5 11 NOTARY •� LINDA L MADSON NOTARY PUBLIC- MINNESOTA My Comm. Expires Jan. 31. ^ojo .. ��..� ..,,n .. January 27, 2010 RESOLUTION 1006 HUTCHINSON UTILITIES COMMISSION CITY OF HUTCHINSON DESIGNATION OF AUTHORIZED REPRESENTATION WHEREAS, the Governing Body of Hutchinson Utilities Commission has entered into an agreement to establish the Western Minnesota Municipal Power Agency (WMMPA), and as a member thereof is entitled to a representative who shall represent the Municipal Utility in the business of MRES. 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