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12-30-2008 HUCMRegular Meeting December 30, 2008 Members present: President Donald H. Walser; Vice President David Wetterling, Secretary Dwight Bordson; Commissioner Craig Lenz; Attorney Marc Sebora; General Manager Michael Kumm. Member absent: Commissioner Robert Hantge President Walser called the meeting to order at 3:00 p.m. The minutes of the November 25, 2008 regular meeting were reviewed. A motion was made by Commissioner Lenz, seconded by Vice President Wetterling to approve the minutes with changes to New Business: “President Walser appointed himselfVice President Wetterling and Secretary Bordson to a committee to look into compensation issues.” Motion was unanimously carried. The minutes of the December 30, 2008 special meeting were reviewed. A motion was made by Vice President Wetterling, seconded by Secretary Bordson to approve the minutes as written. Motion was unanimously carried. GM Kumm presented the November 2008 payables. After discussion, a motion was made by Secretary Bordson, seconded by Vice President Wetterling to ratify the November 2008 payables in the amount of $2,960,753.63 (detailed listing in payables book). Motion was unanimously carried. GM Kumm presented the November 2008 financial statements/budget year-to-date. After discussion, a motion was made by Vice President Wetterling, seconded by Commissioner Lenz to approve the November 2008 financial statements/budget year- to-date. Motion was unanimously carried. A resolution to the comp time issue was presented. A motion was made by Commissioner Lenz, seconded by Vice President Wetterling to approve the following changes to the overtime provision of the exempt employee handbook: “Exempt employees may earn compensatory time on an hour-for-hour basis for all hours worked in excess of 40 hours per week. Exempt employees must use their compensatory time by December 31 of the year in which it is earned or it will be forfeited. Accrued compensatory time shall not be paid out to exempt employees upon separation from employment.” After further discussion, and to settle current comp time issues for certain employees, the following was presented: GM Kumm, electric division director Steve Lancaster, and gas division director John Webster would be paid for 50% of their accumulated comp time hours. They could elect to receive payment in 2008, or in 2009, or split the amount between the two years. We will need to split GM Kumm’s payment in order to stay within the salary cap. These three employees would carry over the other 50% of the comp time. That comp time, and any comp time accruing in 2009, would have to be used by December 31, 2009, or lost. Other salaried employees will carry over all accumulated comp time to be used by December 31, 2009. In the fall of 2009, we will review the history of comp time taken and used in 2009 to determine whether there is a need for hiring another employee to alleviate the problem of these three employees not being able to use their comp time. Motion was made by Vice President Wetterling, seconded by Secretary Bordson resolving comp time issues and amending the exempt employee handbook. Motion was unanimously carried with exception for 2009 pursuant to previous motion. President Walser discussed GM Kumm’s performance review. The board congratulated Mike on his positive attitude and on how he has advanced the utilities forward. Mike thanked the board for their professionalism in working with each of them and for the cooperation in working with the employees of Hutchinson Utilities. A motion was made by Commissioner Lenz, seconded by Secretary Bordson to approve the performance review and to approve the salary recommendation. Motion was unanimously carried. As per our policy review schedule, we need to rescind the budget payment policy update from February 27, 2002 as this is a part of the policies and requirements booklet. A motion was made by Commissioner Lenz, seconded by Secretary Bordson to rescind budget payment policy update from February 27, 2002. Motion was unanimously carried. Changes to the budget payment plan were presented. A motion was made by Vice President Wetterling, seconded by Secretary Bordson to approve changes to budget payment plan section of the policies and requirements booklet. Motion was unanimously carried. As per our policy review schedule, we also need to rescind automatic payment plan from August 27, 2003 as this a part of the policies and requirements booklet. A motion was made by Secretary Bordson, seconded by Vice President Wetterling, to rescind automatic payment plan from August 27, 2003. Motion was unanimously carried. Changes to the automatic bill payment plan were presented. After discussion, a motion was made by Vice President Wetterling, seconded by Secretary Bordson to approve the changes to the automatic bill payment plan section of the policies and requirements booklet with the suggested changes made by the board. Motion was unanimously carried. Business Manager Jan Sifferath presented the Medica contracts. There are two contracts for approval. One is for the new HSA contract and one is the current contract. A motion was made by Commissioner Lenz, seconded by Secretary Bordson to approve the Medica contracts subject to asking for a change to Article 2, Section 2.1: Term and Renewal. Motion was unanimously carried. Jan also presented the Midwest Dental Benefits contract. There are no adjustments to the contract and the administrative fee will be waived. A motion was made Commissioner Lenz, seconded by Secretary Bordson to approve the Midwest Dental Benefits contract with Medica. Motion was unanimously carried. GM Kumm presented changes to the By-Laws. After discussion, a motion was made by Vice President Wetterling, seconded by Secretary Bordson to change wording only in Article III: Section 10 – Terms of Commissioners. The word ‘except’ will be added to the second sentence so that it will read: “Each Commissioner’s term shall expire on st except December 31 of the last year of that Commissioner’s appointed term, Commissioner shall continue in office until their successor has been appointed and qualified.” Motion was unanimously carried. Advertisement for bids for directional drilling contractor for 2009 – 2010 was presented. This is a labor contract and we obtain bids every two years. A motion was made by Commissioner Lenz, seconded by Secretary Bordson to approve the advertisement for bids for directional drilling contractor for 2009 – 2010. Motion was unanimously carried. The agreement for professional services with Power System Engineering, Inc for Advanced Metering Infrastructure Services was presented. Discussion was held regarding the terms and conditions for risk allocation and ownership of documents. After discussion, a motion was made by Secretary Bordson, seconded by Vice President Wetterling to table the agreement and look into changing the risk allocation number as well as changing the ownership of documents. Motion was unanimously carried. Division reports Business – Jan Sifferath The long-term supplier agreement with Border States to provide street light pole is not yet complete. We’ll continue to follow current procedure and go out for bids as needed. League of MN Cities to settle claim by end of week on the new inventory building. KC Companies to start rebuilding January 12, 2009. Electric – Steve Lancaster Finished with 2008 projects – will be working on 2009 projects. More of the downtown plant beautification project to start in 2009 Gas – John Webster Finished with 2008 projects – will be working on 2009 projects GM Kumm reported: Utilities Plus will no longer provide HUC with a base load contract as of December of 2009. We will look into acquiring a different base load in March. Possible dates for the joint meeting: January 13, 26, 27, & 29. Will contact Gary Plotz to determine City Council availability. Will visit with Sue Winter on her comp hours and will resolve any issues so she does not lose any hours worked. Legal Update Nothing to report Unfinished Business JoMax claim – This issue has been completed. New Business None There being no further business, a motion was made by Secretary Bordson, seconded by Vice President Wetterling to adjourn the meeting at 4:41 p.m. Motion was unanimously carried. ______________________________ Dwight Bordson, Secretary ATTEST: ___________________________ Donald H. Walser, President Regular Meeting December 30, 2008 Members present: President Donald H. Walser; Vice President David Wetterling, Secretary Dwight Bordson; Commissioner Craig Lenz; Attorney Marc Sebora; General Manager Michael Kumm. Member absent: Commissioner Robert Hantge President Walser called the meeting to order at 3:00 p.m. The minutes of the November 25, 2008 regular meeting were reviewed. A motion was made by Commissioner Lenz, seconded by Vice President Wetterling to approve the minutes with changes to New Business: "President Walser appointed himself -Vise President Wetterhnq and Secretary Bordson to a committee to look into compensation issues." Motion was unanimously carried. The minutes of the December 30, 2008 special meeting were reviewed. A motion was made by Vice President Wetterling, seconded by Secretary Bordson to approve the minutes as written. Motion was unanimously carried. GM Kumm presented the November 2008 payables. After discussion, a motion was made by Secretary Bordson, seconded by Vice President Wetterling to ratify the November 2008 payables in the amount of $2,960,753.63 (detailed listing in payables book). Motion was unanimously carried. GM Kumm presented the November 2008 financial statements /budget year -to -date. After discussion, a motion was made by Vice President Wetterling, seconded by Commissioner Lenz to approve the November 2008 financial statements /budget year - to -date. Motion was unanimously carried. A resolution to the comp time issue was presented. A motion was made by Commissioner Lenz, seconded by Vice President Wetterling to approve the following changes to the overtime provision of the exempt employee handbook: "Exempt employees may earn compensatory time on an hour - for -hour basis for all hours worked in excess of 40 hours per week. Exempt employees must use their compensatory time by December 31 of the year in which it is earned or it will be forfeited. Accrued compensatory time shall not be paid out to exempt employees upon separation from employment." After further discussion, and to settle current comp time issues for certain employees, the following was presented: • GM Kumm, electric division director Steve Lancaster, and gas division director John Webster would be paid for 50% of their accumulated comp time hours. They could elect to receive payment in 2008, or in 2009, or split the amount between the two years. We will need to split GM Kumm's payment in order to stay within the salary cap. • These three employees would carry over the other 50% of the comp time. That comp time, and any comp time accruing in 2009, would have to be used by December 31, 2009, or lost. • Other salaried employees will carry over all accumulated comp time to be used by December 31, 2009. • In the fall of 2009, we will review the history of comp time taken and used in 2009 to determine whether there is a need for hiring another employee to alleviate the problem of these three employees not being able to use their comp time. Motion was made by Vice President Wetterling, seconded by Secretary Bordson resolving comp time issues and amending the exempt employee handbook. Motion was unanimously carried with exception for 2009 pursuant to previous motion. President Walser discussed GM Kumm's performance review. The board congratulated Mike on his positive attitude and on how he has advanced the utilities forward. Mike thanked the board for their professionalism in working with each of them and for the cooperation in working with the employees of Hutchinson Utilities. A motion was made by Commissioner Lenz, seconded by Secretary Bordson to approve the performance review and to approve the salary recommendation. Motion was unanimously carried. As per our policy review schedule, we need to rescind the budget payment policy update from February 27, 2002 as this is a part of the policies and requirements booklet. A motion was made by Commissioner Lenz, seconded by Secretary Bordson to rescind budget payment policy update from February 27, 2002. Motion was unanimously carried. Changes to the budget payment plan were presented. A motion was made by Vice President Wetterling, seconded by Secretary Bordson to approve changes to budget payment plan section of the policies and requirements booklet. Motion was unanimously carried. As per our policy review schedule, we also need to rescind automatic payment plan from August 27, 2003 as this a part of the policies and requirements booklet. A motion was made by Secretary Bordson, seconded by Vice President Wetterling, to rescind automatic payment plan from August 27, 2003. Motion was unanimously carried. Changes to the automatic bill payment plan were presented. After discussion, a motion was made by Vice President Wetterling, seconded by Secretary Bordson to approve the changes to the automatic bill payment plan section of the policies and requirements booklet with the suggested changes made by the board. Motion was unanimously carried. Business Manager Jan Sifferath presented the Medica contracts. There are two contracts for approval. One is for the new HSA contract and one is the current contract. A motion was made by Commissioner Lenz, seconded by Secretary Bordson to approve the Medica contracts subject to asking for a change to Article 2, Section 2.1: Term and Renewal. Motion was unanimously carried. Jan also presented the Midwest Dental Benefits contract. There are no adjustments to the contract and the administrative fee will be waived. A motion was made Commissioner Lenz, seconded by Secretary Bordson to approve the Midwest Dental Benefits contract with Medica. Motion was unanimously carried. GM Kumm presented changes to the By -Laws. After discussion, a motion was made by Vice President Wetterling, seconded by Secretary Bordson to change wording only in Article III: Section 10 — Terms of Commissioners. The word `except' will be added to the second sentence so that it will read: "Each Commissioner's term shall expire on December 31St of the last year of that Commissioner's appointed term, except Commissioner shall continue in office until their successor has been appointed and qualified." Motion was unanimously carried. Advertisement for bids for directional drilling contractor for 2009 — 2010 was presented. This is a labor contract and we obtain bids every two years. A motion was made by Commissioner Lenz, seconded by Secretary Bordson to approve the advertisement for bids for directional drilling contractor for 2009 — 2010. Motion was unanimously carried. The agreement for professional services with Power System Engineering, Inc for Advanced Metering Infrastructure Services was presented. Discussion was held regarding the terms and conditions for risk allocation and ownership of documents. After discussion, a motion was made by Secretary Bordson, seconded by Vice President Wetterling to table the agreement and look into changing the risk allocation number as well as changing the ownership of documents. Motion was unanimously carried. Division reports Business — Jan Sifferath • The long -term supplier agreement with Border States to provide street light pole is not yet complete. We'll continue to follow current procedure and go out for bids as needed. • League of MN Cities to settle claim by end of week on the new inventory building. KC Companies to start rebuilding January 12, 2009. Electric — Steve Lancaster • Finished with 2008 projects — will be working on 2009 projects. • More of the downtown plant beautification project to start in 2009 Gas — John Webster • Finished with 2008 projects — will be working on 2009 projects GM Kumm reported: • Utilities Plus will no longer provide HUC with a base load contract as of December of 2009. We will look into acquiring a different base load in March. • Possible dates for the joint meeting: January 13, 26, 27, & 29. Will contact Gary Plotz to determine City Council availability. • Will visit with Sue Winter on her comp hours and will resolve any issues so she does not lose any hours worked. Legal Update Nothing to report Unfinished Business JoMax claim — This issue has been completed. New Business None There being no further business, a motion was made by Secretary Bordson, seconded by Vice President Wetterling to adjourn the meeting at 4:41 p.m. Motion was unanimously carried. Dwight Bordson, Secretary ATTEST: Donald H. Walser, President 1 C !J Business Manager Spethman presented budget payment policy update. Budgets will be reviewed annually and Business Manager Spethman was given proxy to increase /decrease budget amount if customer's balance is two or more times the current budget. General Manager Kadrmas salary was discussed. Commissioner Ackland made a motion to approve a 3% increase for General Manager Kadrmas, contingent upon acceptance of exemption filed with the State of Minnesota. Vice President Lenz seconded the motion and it passed unanimously. Commissioner Gilmer made a motion to approve a 1 % merit increase for General Manager Kadrmas, contingent upon acceptance of exemption filed with the State of Minnesota. Secretary Walser seconded the motion and it passed unanimously. There being no further business, the meeting was adjourned. ATTEST Donald H. Walser, Secretary etterling, President C% L V Overtime Exempt employees may earn compensatory time on an hour - for -hour basis for all hours worked in excess of 40 hours per week, and all hours worked on a weekend except on holidays, for which compensatory time shall be earned at a rate of 1 and '/z times the base pay rate for each hour worked. Exempt employees must use their compensatory time within 6 months of earning it or it will be forfeited. Accrued compensatory time shall not be paid out to exempt employees upon separation from employment. 1 iJ BUDGET PAYMENT PLAN A budget payment plan is available for residential customers. The budget amount +ho+ wall be paid eaGh menth is based on the average bull for the previous 12 menths. The budget arnount is reviewed o - . qg basis and adjustments made by the HIJG- . Procedures are in place for setting up and reviewing the budget payment plan calculation. Changes are made at the discretion of the customer service department based on the customer's average bill from the previous 12 months. Customers will be notified of any changes. The budget plan and automatic bank payment plan can be done at the same time. 1 1 1 Adopted March 28, 1994 Amended August 27, 2003 Hutchinson Utilities Commission Policies Automatic Payment Plan Customer must fill out an Authorization for Automatic Payment form. Customer will receive their monthly utility billing statement showing the payment that will be made. Customer's utility payment will be made automatically from customer's checking or savings account on the due date. A service charge of $30 is added to customer's account for each non - sufficient funds occurrence. If customer has non - sufficient funds for two consecutive months, customer will be removed from automatic payment plan. AUTOMATIC BILL PAYMENT PLAN Payments may be made directly from withdrawals out of a checking or savings account. These payments are withdrawn on the date the bill is due. The customer must fill out an Authorization for Automatic Payment form supplied at by HUC's Business Office. The customer will receive their monthly utility billing statement showing the payment amount to be withdrawn. The customer may contact our Customer Service Department before the amount is withdrawn if they don't agree with the billing or have any questions. The customer will have approximately 10 days to review their bill before the money is withdrawn. If a customer's payment is dishonored has non suffir-aie ^t. f--- vs for two consecutive months, that customer will be removed from the automatic payment plan. A service charge of $30 is assessed to customer's account for each dishonored payment occurrence. 1 1 MASTER GROUP CONTRACT BETWEEN HUTCHINSON UTILITIES AND MEDICA INSURANCE COMPANY �/ S,4 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. 1 MIC MGC 05 (8/05) it 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 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. MIC MGC 05 (8/05) 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 (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 MGC 05 (8105) (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 Employer agrees to deliver such documents electronically to the extent permissible under Title 1 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. MIC MGC 05 (8/05) 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 calenda{hmonth's Premiums shall be charged for Members whose effective date falls on or before the 15 day of that clhendar month. No Premium shall be charged for Members whose effective date falls after the 15 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. 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. 1 MIC MGC 05 (8/05) 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. 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 MIC MGC 05 (8/05) 6 (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. I MIC MGC 05 (8/05) 1 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. MIC MGC 05 (8/05) 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 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; MIC MGC 05 (8/05) 1 1 (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) 10 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 November 11, 2008, 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 7105 P.O. Box 1450 Minneapolis, MN 55485 -7105 Mailing Address: P.O. Box 9310 Minneapolis, MN 55440 By: Tom Henke Senior Vice President, Commercial Markets 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 By: Title: Employer Representative: Jan Sifferath Date: i n 1 IEXHIBIT 1 J 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 01/01/2009 ( "Effective Date ") to 12/31/2009 ( "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 #: 20106 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 hours /week Status Change: First of the month following date of 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 $359.96 Class IV (Family) MIC Choice $912.60 MIC MGC 05 (8/05) Exhibit 2 Page 1 G 1 1 MASTER GROUP CONTRACT BETWEEN HUTCHINSON UTILITIES AND MEDICA INSURANCE COMPANY 1 1 CU /rz,�-� 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. 1 MIC MGC 05 (8/05) 1 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 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; 0) 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. MIC MGC 05 (8/05) 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 (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 MIC MGC 05 (8/05) (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 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. MIC MGC 05 (8/05) 4 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 calends {h month's Premiums shall be charged for Members whose effective date falls on or before the 15 day of that cEendar month. No Premium shall be charged for Members whose effective date falls after the 15 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. 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. C MIC MGC 05 (8105) 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. 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 05(8/05) (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. C MIC MGC 05 (8/05) 1 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. MIC MGC 05 (8/05) 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 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; MIC MGC 05 (8/05) 9 1 n (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 (8105) 10 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 November 11, 2008, 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 7105 P.O. Box 1450 Minneapolis, MN 55485 -7105 Mailing Address: P.O. Box 9310 Minneapolis, MN 55440 By: X� Tom Henke Senior Vice President, Commercial Markets By: James P. Jacobson Senior Vice President and Assistant Secretary EMPLOYER Hutchinson Utilities Address: 225 Michigan Street Southeast Hutchinson, MN 55350 Telephone: (320) 587 -4746 By: _Ljpc W, Title: vnLz� Employer Representative: Jan Sifferath Date: MIC MGC 05 (8105) 11 1 1 1 IEXHIBIT 1 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 01/01/2009 ( "Effective Date ") to 12/31/2009 ( "Expiration Date "). All coverage under this Contract begins at 12:01 a.m. Central Time. 3. Contract Number: MIC CHOICE MN 300 -15 BPL #: 35574 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 1. Employees: Full -time employees working a minimum of 40 hours /week Applicable Waiting Periods and Effective Dates New Hires: First of the month following date of hire Status Change: First of the month following date of 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 $567.73 Class IV (Family) MIC Choice $1,439.37 MIC MGC 05 (8/05) Exhibit 2 Page 1 1 1 1 MASTER GROUP CONTRACT BETWEEN HUTCHINSON UTILITIES AND MEDICA INSURANCE COMPANY J i� C U /\� r�� �- 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. MIC MGC 05 (8/05) 1 1 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 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. MIC MGC 05 (8/05) 2 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 (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 MIC MGC 05 (8/05) (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 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. MIC MGC 05 (8/05) 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 calend %1h month's Premiums shall be charged for Members whose effective date falls on or before the 15 day of that calendar month. No Premium shall be charged for Members whose effective date falls after the 15 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. 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. 1 MIC MGC 05 (8/05) 5 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. 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 MIC MGC 05 (8/05) 6 (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. 1 MIC MGC 05 (8/05) 7 1 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. MIC MGC 05 (8/05) 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 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; MIC MGC 05 (8/05) 1 (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) 10 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 November 11, 2008, 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 7105 P.O. Box 1450 Minneapolis, MN 55485 -7105 Mailing Address: P.O. Box 9310 Minneapolis, MN 55440 By: Tom Henke Senior Vice President, Commercial Markets 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 By: Title: Employer Representative: Jan Sifferath Date: 1 L. 1 1 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 01/01/2009 ( "Effective Date ") to 12/31/2009 ( "Expiration Date "). All coverage under this Contract begins at 12:01 a.m. Central Time. 3. Contract Number: MIC CHOICE MN 300 -15 BPL #: 35574 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 1. Employees: Full -time employees working a minimum of 40 hours /week Applicable Waiting Periods and Effective Dates New Hires: First of the month following date of hire Status Change: First of the month following date of 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 $567.73 Class IV (Family) MIC Choice $1,439.37 MIC MGC 05 (8/05) Exhibit 2 Page 1 �J 1 12/29/2008 04:04 6127679200 MDB PAGE 02 �l November 3, 2008 Jan Sifferath Hutchinson Utilities 225 Michigan Street SE Hutchinson, MN 55350 RE: Hutchinson Utilities MD13 Group Number 308 Contract Term: January 1, 2009 — December 31, 2009 Dear Jan: Midwest Dental Benefits has been pleased to provide dental benefits to your employees for this past coverage year. We look forward to the renewal of your dental program for the above noted Contract Effective Date. In reviewing Hutchinson Utilities experience for this past year, we have determined the budget projections currently established do not need to be adjusted for the next contract year. Using the most recent 12 months of paid claims experience (through September 2008) we are projecting paid claims of $40,591.00 for 2009. The corresponding funding rates may remain at the current $30.50 for single coverage and $74.70 for family coverage. Midwest Dental Benefits appreciates your business and will waive any increase in administrative fee for the next contract year. Your Administrative Fee will remain at the current $3.65 per employee per month. Any changes made to rates or plan design will become effective on January 1, 2009. If you would like to renew your contract with Midwest Dental Benefits for the next contract year, please sign and date below. If you would like to take a look at changing your current plan design, please give me a call and we can discuss some options. We thank you for your business and look forward to servicing the fine employees of Hutchinson Utilities for the next contract period. Sincerely, App ved by: Deborah Loder, � 3 � � N Director of Operations Dated: i 1 ARTICLE III Commissioners, Officers and Employees SECTION - 9 ELECTION AND TENURE The Commission shall annually elect the officers of the commission at its January meeting. Such elected officers will assume their offices the first day of February. Each officer shall hold office for a one- year term and until such officer's successor is elected. There shall be a limit of two successive terms that an officer may serve. SECTION - 10 TERMS OF COMMISSIONERS The appointment and length of service of each Commissioner shall be set forth in the Hutchinson City Charter. Each Commissioner's term shall expire on December 31St of the last year of that Commissioner's appointed term, except Commissioners shall continue in office until their successor has been appointed and qualified. 1 Advertisement for Bids for DIRECTIONAL DRILLING CONTRACTOR FOR 2009 - 2010 Hutchinson Utilities Commission Hutchinson, Minnesota Notice is hereby given that the Hutchinson Utilities Commission of the City of Hutchinson, Hutchinson, Minnesota, hereinafter referred to as the Owner, will receive sealed Bids at the Hutchinson Utilities office until 2:00 p.m. on the 27th day of January 2009, and will publicly open and read aloud such Bids on the following work: "DIRECTIONAL DRILLING CONTRACTOR FOR 2009 - 2010" Proposals shall be properly endorsed and delivered in an envelope marked, "DIRECTIONAL DRILLING CONTRACTOR FOR 2009 - 2010" and shall be addressed to: Hutchinson Utilities Commission of the City of Hutchinson, 225 Michigan Street SE, Hutchinson, Minnesota 55350. All proposals shall be submitted in duplicate on the Bidder's own letterhead in facsimile of the Proposal Form enclosed in the Specifications, or by utilizing the Proposal Form enclosed with the Specifications by typing the official name of the Bidder at the top of the form. Each proposal should be accompanied by a Bid Bond, made payable to the Hutchinson Utilities Commission of the City of Hutchinson, Hutchinson, Minnesota, in the amount of $10,000 as a guarantee that the Bidder will enter into the proposed Contract. The successful Bidder shall furnish a Certificate of Insurance and proof that Contractor complies with all parts of DOT 49 CFR Part 199, drug and alcohol testing. Contractor must also provide Hutchinson Utilities a copy of the contractor's drug and alcohol program that complies with DOT 49 CFR Part 199 as well as proof that all employees that will be subcontracted to Hutchinson Utilities are currently covered under this program. No Bidder may withdraw his Bid or Proposal for a Period of thirty (30) days after date of opening of Bids. At the aforementioned time and place, or at such later time and Place as the Owner then may fix, the Owner will act upon Proposals received and with its sole discretion may award Contract(s) for the furnishing of said labor. The work shall be started by May 1" 2009, on an as needed basis. Specifications for bids are available at the Office of the Hutchinson Utilities, 225 Michigan Street, Hutchinson, Minnesota 55350. The Hutchinson Utilities Commission of the City of Hutchinson, Hutchinson, Minnesota reserves the right to reject any and all bids, or bid irregularities. By A::�- 0J, DONALD H WALSER , President Date ATTESTED By CR - LENZ COMMISSIONER Date DECEMBER 30, 2008 1