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Home My WebLink AboutContract 20732073 February 18, 2008 Linda Magee City of Columbia Heights 5,niv 4vti i AVei iue i`~or ti iea^st Columbia Heights, MN 55421 Dear Linda: Thank you for choosing Medica! We appreciate the opportunity to service your account. The enclosed medical Master Group Contract (MGC) binds Medica and City of Columbia Heights, group number(s) 51597, 51598, 51664, 51596, 51663, 51595 far the contract period commencing on 01-01-2008, and expiring on 12-31-2008. Please complete the following items to ensure appropriate execution and continued performance under the MGC: ^ Sign and date the MGC by an officer of the company or a person authorized to execute the terms of the MGC. ^ Insert the contract signer's title under the signature on the MGC. ^ Return one signed copy of the MGC to Medica within 30 days. ^ Retain the other documents for your files. The MGC will be deemed to have been accepted by City of Columbia Heights upon the earlier of Medica's receipt of your first premium payment for this contract period or City of Columbia Heights's execution of the MGC. Please note that Medica will not accept unilateral changes to the MGC when it is returned to Medics. Thank you for your prompt attention to this matter. If you have any questions, please contact your account manager or the Medics Service Center at (952) 992-2200 or 1-$00-936-6880. We appreciate your business and look forward to meeting the health care needs of City of Columbia Heights employees in the upcoming contract year. Sincerely, Your Account Management Team Enclosures Quick Reference Guide to Medica Services Account Management Support: Group number/effective date: Your group/policy numbers} is 51597, 51598, 51664, 51596, 51663, 51595, and your coverage is effective 01-01-2008. Plan guide/master group contract: Enclosed is your master group contract and Medica Group Administrator Guide. The guide contains all the information you'll need to administer and maintain your plan. Account Management: If you have question about enrollment, billing, pre- existing condition clauses or simply want to clarify your coverage, call your account manager, or the Medica Service Center at 952-992-2200 or 1-800-936-6880. Our highly experienced representatives will be happy to help you. Billing: You will receive your first monthly invoice in approximately three weeks. Please note: If you originally submitted a deposit check, your payment may not be reflected on your first invoice. When you pay the initial invoice, deduct your deposit and pay the remaining balance. Seeking information online? Go to www.medica.com and select the Employer tab. Listed below are examples of some of the variety of valuable online resources available for you and your employees: ^ Group Administration includes links to Employer eServices, Medica Direct, Self-Insured Reporting and the Group Administrator Guide. ^ Total Health Management houses all health-related information and includes links to the Wellness Resource Center and Online Health Resources, including the My Health Manager from MedicaSM Demo. Employee Support: Member packets. Medica will send packets containing ID cards and other pertinent health plan information to your covered employees' homes. Customer service: Your employees can get prompt, accurate answers to their health plan-related questions from 8 a.m. to 6 p.m., Monday through Friday, by calling our Customer Service department at 952-945-8000 or 1-800-952-3455. Passport members must call 1-800-228-1403. Online member support. Your employees can access and print their personalized benefit and claims information, Certificates of Coverage and temporary ID cards from www.m~medica.com. Your employees will also find a wide variety of informational resources on health-related topics on our Web site in the Member section on vrww.mdica.com. MASTER GROUP CONTRACT BETWEEN CITY OF COLUMBIA HEIGHTS AND MEDICA INSURANCE COMPANY MEDICA INSURANCE COMPANY ("MIC") CHOICE SELECT MASTER GROUP CONTRACT ARTICLE 1 iNTRvaR.rvvTivN 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. ("FRIBA"), this Contract is governed by ERISA and, to the extent state law applies, the laws of the State of Minnesota. If this Contract is not governed by ERISA, it is governed by the laws of the State of Minnesota. If this Contract is governed by ERISA, any legal action arising out of or relating to this Contract shall be brought in the federal district court for the district of Minnesota. If this Contract is not governed by ERISA, any legal action arising out of or relating to this Contract shall be brought in state court in Hennepin County, Minnesota. In consideration of payment of the Premiums by the Employer and payment of applicable Deductibles, Copayments and Coinsurance by or for Members, MIC will provide coverage for the Benefits set forth in the Certificate and any amendments, subject to all terms and conditions, including limitations and exclusions, in this Contract. This Contract replaces and supersedes any previous agreements between Employer and MIC relating to Benefits. MIC shall not be deemed or construed to be an employer for any purpose with respect to the administration or provision of benefits under Employer's welfare benefit plan. MIC shall not be responsible for fulfilling any duties or obligations of Employer with respect to Employer's benefit plan. ARTICLE 2 TERM OF CONTRACT Section 2.1 Term and Renewal. The initial Term of this Contract is set forth in Exhibit 1. At least 30 days before each Expiration Date, as set forth in Exhibit 1, MIC shall notify Employer of any modifications to this Contract, including Premiums and Benefits for the next term of this Contract ("Renewal Terms"). If Employer accepts the Renewal Terms or if Employer and MIC agree on different Renewal Terms, this Contract is renewed for the additional term, unless MIC terminates this Contract pursuant to Section 2.2. Section 2.2 Termination of This Contract. Employer may terminate this Contract after at least 30 days written notice to MIC. This Contract is guaranteed renewable and will not be terminated by MIC except for the following reasons and will be effective as stated below. Terminations for the reasons stated below require at least 30 days written notice from MIC: MIC MGC 05 (8/05) (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 mnro than Zn r~a~ie nrinr to tho offartivo r-latn of tho nntiro of tormin~tinn~ (b) On the date specified by MIC because Employer provided MIC with false information material to the execution of this Contract or to the provision of Benefits under this Contract. MIC has the right to rescind this Contract back to the effective date; (c} On the date specified by MIC due to Employer's violation of the participation or contribution rules as determined by MIC; (d) Automatically on the date Employer ceases to do business pursuant to 11 U.S.C. Chapter 7; (e) Automatically on the date Employer ceases to do business for any reason; (f) On the date specified by MIC, after at least 90 days prior written notice to Employer, that this Contract is terminated because MIC will no longer issue this particular type of group health benefit plan within the applicable employer market; (g} On the date specified by MIC, after at least 180 days prior written notice to the applicable state authority and Employer, that this Contract will be terminated because MIC will no longer renew or issue any employer health benefit plan within the applicable employer market; (h} If this Contract is made available to Employer only through one or more bona fide associations, on the date specified by MIC after Employer's membership in the association ceases; (i} Automatically on the date that Employer fails to maintain any active employees who are Subscribers; (j} Any other reasons or grounds permitted by the licensing laws and regulations governing MIC. Notwithstanding the above, MIC may modify the Premium rate and/or the coverage at renewal. Nonrenewal of coverage as a result of failure of MIC and the Employer to reach agreement with respect to modifications in the Premium rate or coverage shall not be considered a failure of MIC to provide coverage on a guaranteed renewable basis. Section 2.3 Notice of Termination. MIC will notify Employer in writing if MIC terminates this Contract for any reason. In accordance with applicable law, MIC will notify Subscribers in writing if MIC terminates this Contract pursuant to Section 2.2(a), (d), (f) or (g). Employer will provide timely written notification to Subscribers in all circumstances for which MIC does not provide written notification to Subscribers. Section 2.4 Effect of Termination. In the event of termination of this Contract: MIC MGC 05 (8/05) (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 far 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 (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. MIC MGC 05 (8/05) 3 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 far coverage. Section 3.6 Custom Options By MIC. Subscribers and enrolled Dependents may only switch hot~nmon Fmnlniior'c hoalth rnvorano nntinne nfforori ~ inner the (~nntrart rii irinn a Gncrial Fnrnl(mant NI.a VY Vl+II ~~~~Nwy~~ .. ,~~,.~.~~ .,.. ,, .,, ,...y., ..N.~..~.....~...~..u ,.~,u.,, .~~., .,,,, .., ...,......... ...y ......, r.,,,.....,, ",, ...,.,,.., ,. Period, or the Open Enrollment Period, as described in the Certificate. ARTICLE 4 ELECTRONIC ®ELIVERY 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. 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. MIC MGC 05 (8/05) 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 hoalth coniiroc ror~oivorl by A/lomhorc oftor +ho affortitio e-I~4o of +ho tormin~tinr~ IIVMItII VVI YIVVV IVVVIYVV t!r IVIVIIIV VIJ UItVI 111V VIIVVt1VV VCAtV VI t11V tV1111111tAt1 VI1. Section 5.3 Premium Calculation. The monthly Premiums awed 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 c~lhendar 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 fate payment charge in the form of a finance charge of 12% per annum far any Premiums not received by the due date; and (b) a service charge for any non-sufficient-fund check received in payment of the Premiums. ARTICLE 6 INDEMNIFICATION MIC will hold harmless and indemnify Employer against any and all claims, liabilities, damages or judgments asserted against, imposed upon or incurred by Employer, including reasonable attorney fees and costs, that arise out of MIC's negligent acts or omissions in the discharge of its responsibilities to a Member. Employer will hold harmless and indemnify MIC against any and all claims, liabilities, damages or judgments asserted against, imposed upon or incurred by MIC, including reasonable attorney fees MIC MGC 05 (8/05) and casts, that arise out of Employer's or Employer's employees', agents', and representatives' negligent acts or omissions in the discharge of its ar their responsibilities under this Contract. Employer and MIC shall promptly notify the other of any patentiai 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 ar 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 (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. MIC MGC 05 (8/05) 6 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 roni ~iroe nthonniico nnlr eh~Il hwo nn nhlinotinn to rolooco e~ v-h infnrmotinn nr rl~t~ to Gmnlrnior 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. 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. MIC MGC 05 (8/05} 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, hn~n~ovor that Anlr may ~niithni i4 thr~ r~rinr ~nirittc~n rnncont of thc~ FmrJn~icr accinn tht~ (~nntrart to anv ~~........~.,~, .~~..,. ~„~~., ~~~~„y, ..~.,~,,.,, .. ,.. ~.,,,..., ..,,,,.,,, ...,.,...,,...,, ,. ,.. ~,,,r....y.,., ,..,,,,,y.....,, ..,.,,.....,,,..,....,,~ entity that controls MIC, is controlled by MIC, or is under common control with MIC. In the event of assignment, the Contract shall be binding upon and inure to the benefit of each party's successors and assigns. ARTICLE 15 DISPUTE RESOLUTION In the event that any dispute, claim or controversy of any kind or nature relating to this Contract arises between the parties, the parties agree to meet and make a good faith effort to resolve the dispute. The party requesting the meeting shall provide the other, in advance of the meeting, with written notice of the claimed dispute. Upon receipt of the written notice, representatives for each party shall meet promptly to attempt to resolve the dispute. If a mutually agreeable resolution is not reached within thirty (30} days following receipt of the written notice, either party may pursue legal action in accordance with the terms of this Contract. The parties may mutually agree to waive the informal dispute resolution process set forth herein. Any such waiver must be in writing and executed by both parties. ARTICLE 16 TIME LIMIT ON CERTAIN DEFENSES No statement made by Employer, except a fraudulent statement, shall be used to void this Contract after it has been in force for a period of 2 years. ARTICLE 17 RELATIONSHIP BETWEEN PARTIES The relationship between Employer and any Member is that of Employer and Subscriber, Dependent or other coverage classification as defined in this Contract. The relationships between MIC and Network Providers and the relationship between MIC and Employer are solely contractual relationships between independent contractors. Network 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. MIC MGC 05 (8/05) 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 ~Inr`i imantc fi ~rnicharl to Fmnlrniar by an inrlivirli ial in ~nnnP~tinn with the RPnPfits FmnlnvPr'~ navrnll 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 far 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 ar has disenrolled from the health plan as provided in 45 CFR 164.504 (f}(1) and the minimum necessary information for purposes of auditing MIC's operations or services. ARTICLE 19 NOTICE Except as provided in Article 2, notice given by MIC to an authorized representative of Employer will be deemed notice to all Members. All notices to MIC shall be sent to the address stated in the Acceptance of Contract. All notices to Employer shall be sent to the persons and addresses stated in the Group Application. All notices to MIC and Employer shall be deemed delivered: (a) if delivered in person, on the date delivered in person; (b) if delivered by a courier, on the date stated by the courier; (c) if delivered by an express mail service, on the date stated by the mail service vendor; or (d) if delivered by United States mail, 3 business days after date of mailing. A party can change its address for receiving notices by providing the other party a written notice of the change. ARTICLE 20 COMMON LAW No language contained in the Contract constitutes a waiver of MIC's rights under common law. MIC MGC 05 (8/05} ACCEPTANCE OP CONTRACT Thic f:nntrart is rlAama~i acrantari by Fmnlnuar imnn tha aarliar of MIN. s rar.Pint of FmnlnvPr'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 February 18, 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 By: EMPLOYER City of Columbia Heights Address: 590 40th Avenue Northeast Columbia Heights, MN 55421 Telephone: (763) 706-3609 By: ~ ~ sg ~ `~ , f ~ . ~-` Title: ~ ~ " 55440 Employer Representative: Tom Henke Senior Vice President, Commercial Markets By: ~1--- ~--~--~ James P. Jacobson Senior Vice President and Assistant Secretary Llnda Magee a~g Date: ..~ ~ '~ r MIC MGC 05 (8/05} 10 EXHIBIT 1 1. Parties. The parties to this Master Group Contract ("Contract") are Medica Insurance Company ("MIC"} and the employer group City of Columbia Heights ("Employer"}, employer group numbers} 51595, an employer under Minnesota law and other applicable law. 2. Effective Date and Expiration Date of this Contract. This Contract is effective 01/01/2008 ("Effective Date") to 12/31/2008 ("Expiration Date"}. All coverage under this Contract begins at 12:01 a.m. Central Time. 3. Contract Number: MICMN 100%-15 BPL#: 70539 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 per week Applicable Waiting Periods and Effective Dates New Hires: Date of hire Status Change: Same as new hire Return/Rehire: Same as new hire MIC MGC 05 (8/05) Exhibit 1 Page 1 EXHIBIT 2 Premiums i he manthiy Premiums t"ar this Contract are: Subscriber Classifications Monthly Premium Rate Class 1 (Single) MIC Choice Select $421.04 Class IV (Family) MIC Choice Select $968.18 MIC MGC 05 (8/05) Exhibit 2 Page 1 MASTER GROUP CONTRACT BETWEEN CITY OF COLUMBIA HEIGHTS AND MEDICA INSURANCE COMPANY MEDICA INSURANCE COMPANY ("MIC"} ELECT/ESSENTIAL MASTER GROUP CONTRACT ARTICLE 1 Ih'TRvviivTivi~o 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. ("FRIBA"), this Contract is governed by ERISA and, to the extent state law applies, the laws of the State of Minnesota. If this Contract is not governed by ERISA, it is governed by the laws of the State of Minnesota. If this Contract is governed by ERISA, any legal action arising out of or relating to this Contract shall be brought in the federal district court for the district of Minnesota. If this Contract is not governed by ERISA, any legal action arising out of or relating to this Contract shall be brought in state court in Hennepin County, Minnesota. In consideration of payment of the Premiums by the Employer and payment of applicable Deductibles, Copayments and Coinsurance by or for Members, MIC will provide coverage for the Benefits set forth in the Certificate and any amendments, subject to all terms and conditions, including limitations and exclusions, in this Contract. This Contract replaces and supersedes any previous agreements between Employer and MIC relating to Benefits. MIC shall not be deemed or construed to be an employer for any purpose with respect to the administration or provision of benefits under Employer's welfare benefit plan. MIC shall not be responsible for fulfilling any duties or obligations of Employer with respect to Employer's benefit plan. ARTICLE 2 TERM OF CONTRACT Section 2.1 Term and Renewal. The initial Term of this Contract is set forth in Exhibit 1. At least 30 days before each Expiration Date, as set forth in Exhibit 1, MIC shall notify Employer of any modifications to this Contract, including Premiums and Benefits for the next term of this Contract ("Renewal Terms"). If Employer accepts the Renewal Terms or if Employer and MIC agree on different Renewal Terms, this Contract is renewed for the additional term, unless MIC terminates this Contract pursuant to Section 2.2. Section 2.2 Termination of This Contract. Employer may terminate this Contract after at least 30 days written notice to MIC. This Contract is guaranteed renewable and will not be terminated by MIC except for the following reasons and will be effective as stated below. Terminations for the reasons stated below require at least 30 days written notice from MIC: MIC MGC 05 (8/05} (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 ..ui . i wre a rani .w uayS pr ivi w u ~c ci ~ci,udc ua~c vi a ~c i ivu~,e vi icri i iii ia~wi i; (b) On the date specified by MIC because Employer provided MIC with false information material to the execution of this Contract or to the provision of Benefits under this Contract. MIC has the right to rescind this Contract back to the effective date; (c) On the date specified by MIC due to Employer's violation of the participation or contribution rules as determined by MIC; (d) Automatically on the date Employer ceases to do business pursuant to 11 U.S.C. Chapter 7; (e) Automatically on the date Employer ceases to do business for any reason; (f) On the date specified by MIC, after at least 90 days prior written notice to Employer, that this Contract is terminated because MIC will no longer issue this particular type of group health benefit plan within the applicable employer market; (g) On the date specified by MIC, after at least 180 days prior written notice to the applicable state authority and Employer, that this Contract will be terminated because MIC will no longer renew or issue any employer health benefit plan within the applicable employer market; (h) If this Contract is made available to Employer only through one or more bona fide associations, on the date specified by MIC after Employer's membership in the association ceases; (i) Automatically on the date that Employer fails to maintain any active employees who are Subscribers; (j) Any other reasons or grounds permitted by the licensing laws and regulations governing MIC. Notwithstanding the above, MIC may modify the Premium rate and/or the coverage at renewal. Nonrenewal of coverage as a result of failure of MIC and the Employer to reach agreement with respect to modifications in the Premium rate or coverage shall not be considered a failure of MIC to provide coverage on a guaranteed renewable basis. Section 2.3 Notice of Termination. MIC will notify Employer in writing if MIC terminates this Contract for any reason. In accordance with applicable law, MIC will notify Subscribers in writing if MIC terminates this Contract pursuant to Section 2.2(a), (d), (f) or (g). Employer will provide timely written notification to Subscribers in all circumstances for which MIC does not provide written notification to Subscribers. MIC MGC 05 (8/05) 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; (hl nnir ~An~~ nnf ho rocr~nnci{~lo fnr env ('Ioimc fnr hoolth cartiinc~c~ rnnc~ivnr) by (1Anmhnrn nfFnr +F. r. ~..~ .... ... .. ... ..v• wiv . vvNvi vwiv Zvi w ~y viun~ W Ivy I Itsu R~ 1 JV~ v1V\J Ili l.G1 VGl.1 uy IVICIIIAJCI J Giltcl U 1~. effective date of the termination; and (c} Employer shall be and shall remain liable to MIC far the payment of any and all Premiums that are unpaid at the time of termination. ARTICLE 3 ENROLLMENT AND ELIGIBILITY Section 3.1 Eligibility. The Eligibility conditions stated in Exhibit 1 of this Contract govern who is eligible to enroll under this Contract. The eligibility conditions stated in Exhibit 1 are in addition to those specified in the Certificate. Section 3.2 Enrollment. The Certificate governs when eligible employees and eligible dependents may enroll for coverage under this Contract, including the Initial Enrollment Period, Open Enrollment Period and any applicable Special Enrollment Periods. Employer shall conduct the Initial Enrollment Period and Open Enrollment Period. Employer shall cooperate with MIC to ensure appropriate enrollment of Members under the Contract. Section 3.3 Qualified Medical Child Support Orders. Employer will establish, maintain and enforce all written procedures for determining whether a child support order is a qualified medical child support order as defined by ERISA. Employer will provide MIC with notice of such determination and a copy of the order, along with an application for coverage, within the greater of 30 days after issuance of the order or the time in which Employer provides notice of its determination to the persons specified in the order. When and if Employer receives notice that the child has designated a representative, or of the existence of a legal guardian or custodial parent of the child, Employer shall promptly notify MIC of such person(s). MIC shall have no responsibility for: (i) establishing, maintaining or enforcing the procedures described above; (ii) determining whether a support order is qualified; or (iii) providing required notices to the child or the designated representative. Section 3.4 Eligibility and Enrollment Decisions. Subject to applicable law and the terms of this Contract, Employer has discretion to determine whether employees and their dependents are eligible to enroll for coverage under this Contract. MIC shall rely upon Employer's determination regarding an employee's and/or dependent's eligibility to enroll for coverage under this Contract. The Employer will be responsible for maintaining information verifying its continuing eligibility and the continuing eligibility of its eligible Subscribers and eligible Dependents. This information shall be provided to MIC as reasonably requested by MIC. The Employer shall also maintain written documentation of a 05 (8/05} 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 cnrnllmont inrl~ irlinn if a ~Acmhcr is nn Innncr r~linihlc fnr rnimrann ..~~~.,.,,,,,...., ,..,,.~,...,.~y ~~ ~....~.,.,,...,. .., ,.,, .,,,.y,,. ,,..y....,, ~,,, ..,,.,,,~.,y... Section 3.6 Custom Options By MIC. Subscribers and enrolled Dependents may only switch between Employer's health coverage options offered under the Contract during a Special Enrollment Period, or the Open Enrollment Period, as described in the Certificate. 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. Employer shall notify MIC in writing: (a) each month of any changes in the coverage classification of any Subscriber; and MIC MGC 05 (8/05) (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, tho ('nntrart ~niil) ho tormin~torl in arrnrrlanro tniith Continn 7 7/al Thie f entrant ~niill ho roinetate~J 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 c~lhendar 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. 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. 05 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 casts, 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. Cmr~lnvor or,rJ nnir droll r~rnmr~tly nntifii tho nthcr of anv nntcntial nr anfi ial maim fnr ~nihir^h tha nthar `i~~Nwy~i wiu ,vuv .n gun Ni v~ iN~~y ~.vu.y .~.v .~~~~...~ ... .....y ~......... ....... ... .+............ .......... .,.. ......... .. .,. .. .. .... 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 shat! only be considered a named fiduciary for purposes of claims adjudication. The parties agree that MIC has sole, final, and exclusive discretion to: (a) interpret and construe the Benefits under the Contract; (b} interpret and construe the other terms, conditions, limitations and exclusions set out in the Contract; (c) change, interpret, modify, withdraw or add Benefits without approval by Members; and (d) make factual determinations related to the Contract and the Benefits. For purposes of overall cost savings or efficiency, MIC may, in its sole discretion, provide services that would otherwise not be Benefits. The fact that MIC does so in any particular case shall not in any way be deemed to require it to do so in other similar cases. MIC MGC 05 (8/05) MIC may, from time to time, delegate discretionary authority to other persons or entities praviding services under this Contract. ARTICLE 10 DATA O!^.~NERS!-I!a AND ~ SSE 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 farms 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 Goverage forms will only include periods of coverage MIC administers under this Contract. 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 MIC MGC 05 (8/05} 7 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 ASSN=NnnENT Neither party shall have the right to assign any of its rights and responsibilities under the Contract to any person, corporation or entity without the prior written consent of the other party; provided, however, that MIC may, without the prior written consent of the Employer, assign the Contract to any entity that controls MIC, is controlled by MIC, or is under common control with MIC. In the event of assignment, the Contract shall be binding upon and inure to the benefit of each party's successors and assigns. ARTICLE 15 DISPUTE RESOLUTION In the event that any dispute, claim or controversy of any kind or nature relating to this Contract arises between the parties, the parties agree to meet and make a good faith effort to resolve the dispute. The party requesting the meeting shall provide the other, in advance of the meeting, with written notice of the claimed dispute. Upon receipt of the written notice, representatives for each party shall meet promptly to attempt to resolve the dispute. If a mutually agreeable resolution is not reached within thirty (30) days following receipt of the written notice, either party may pursue legal action in accordance with the terms of this Contract. The parties may mutually agree to waive the informal dispute resolution process set forth herein. Any such waiver must be in writing and executed by both parties. ARTICLE 16 TIME LIMIT ON CERTAIN DEFENSES No statement made by Employer, except a fraudulent statement, shall be used to void this Contract after it has been in force for a period of 2 years. ARTICLE 17 RELATIONSHIP BETWEEN PARTIES The relationship between Employer and any Member is that of Employer and Subscriber, Dependent or other coverage classification as defined in this Contract. The relationships between MIC and Network Providers and the relationship between MIC and Employer are solely contractual relationships between independent contractors. Network 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 informatian and proofs that MIC may reasonably require with regard to any matters pertaining to this Contract. MIC may at any reasonable time inspect all r~lnri imcn+c fi irnichnrl +n Fmnlnvor by ~n inrlivirli col in rnnnor+inn ~nii+h tho Ronnfi+c ~mnln~ior'c novrnll .................w .~.......,. ...... w ~...N..,yv..,y w. ...u.v.uuu. n. vv... .~.vu v.. vv.u. uw ~~i wnw, ~i~iNivy ~i .~ I/uy~vn 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 far modifying, amending or terminating the group health plan only} and informatian on whether individuals are participating in the group health plan, or is enrolled in or has disenrolled from the health plan as provided in 45 CFR 164.504 (f)(1) and the minimum necessary information for purposes of auditing MIC's operations or services. ARTICLE 19 NOTICE Except as provided in Article 2, notice given by MIC to an authorized representative of Employer will be deemed notice to all Members. All notices to MIC shall be sent to the address stated in the Acceptance of Contract. All notices to Employer shall be sent to the persons and addresses stated in the Group Application. All notices to MIC and Employer shall be deemed delivered: (a) if delivered in person, on the date delivered in person; (b) if delivered by a courier, on the date stated by the courier; (c} if delivered by an express mail service, on the date stated by the mail service vendor; or (d) if delivered by United States mail, 3 business days after date of mailing. A party can change its address for receiving notices by providing the other party a written notice of the change. ARTICLE 20 COMMON LAW No language contained in the Contract constitutes a waiver of MIC's rights under common law. MIC MGC 05 (8/05) ACCEPTANCE OF CONTRACT Thic (`nn+rart is rJoomorl arrontoti by ~mnlnvnr i mnn tha Aarliar n{ nnir„C racPint of Fmnlnuar'c first i ~iw vv„u uv~ ..~ uvv...vu uvvvNwv vy ._. .r..vy... ... h..... .. ... ....,. ..... ... ...... .. ... .. ,.. _.. ...__ 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 February 18, 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 BY= EMPLOYER City of Columbia Heights Address: 590 40th Avenue Northeast Columbia Heights, MN 55421 Telephone: (763) 706-3609 ~°~'%~ By: =~6 ___ -- -~ ~ ., Title: ~ ~~ __ 55440 ~ Employer presentative: Linda Magee Tom Henke Senior Vice President, Commercial Markets By: ~1--- ~-°-°-~-- James P. Jacobson Senior Vice President and Assistant Secretary ~~ Date: ~~ ~ ' `~ MIC MGC 05 (8/05) 10 EXHIBIT 1 1. Parties. The oarties to this Master Grouo Contract ("Contract"1 are Medica Insurance _. __ _ _ - Company ("MIC"} and the employer group City of Columbia Heights ("Employer"}, employer group number(s) 51596, 51663 an employer under Minnesota law and other applicable law. 2. Effective Date and Expiration Date of this Contract. This Contract is effective 01 /01 /2008 ("Effective Date") to 12/31/2008 ("Expiration Date"). All coverage under this Contract begins at 12:01 a.m. Central Time. 3. Contract Number: MICME/MESMN 100%-15 BPL#: 70643 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 per week MIC MGC 05 (8/05) Applicable Waiting Periods and Effective Dates New Hires: Date of hire Status Change: Same as new hire Retun/Rehire: Same as new hire Exhibit 1 Page 1 ExHiBi-r z Premiums ~ he monthly Premiums for this Contract are: Subscriber Classifications Monthly Premium Rate Class 1 (Single) MIC Elect $378.94 MIC Essential Class IV (Family} MIC Elect $871.36 MIC Essential MIC MGC 05 (8/05) Exhibit 2 Page 1 MASTER GROUP CONTRACT BETWEEN CITY OF COLUMBIA HEIGHTS AND MEDICA INSURANCE COMPANY MEDiCA INSURANCE COMPANY ("MIC") ELECT/ESSENTIAL MASTER GROUP CONTRACT ARTICLE 1 iNTRODaiCTiOi~~ 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. ("FRIBA"), this Contract is governed by ERISA and, to the extent state law applies, the laws of the State of Minnesota. If this Contract is not governed by ERISA, it is governed by the laws of the State of Minnesota. If this Contract is governed by ERISA, any legal action arising out of or relating to this Contract shall be brought in the federal district court for the district of Minnesota. If this Contract is not governed by ERISA, any legal action arising out of or relating to this Contract shall be brought in state court in Hennepin County, Minnesota. In consideration of payment of the Premiums by the Employer and payment of applicable Deductibles, Copayments and Coinsurance by or for Members, MIC will provide coverage for the Benefits set forth in the Certificate and any amendments, subject to all terms and conditions, including limitations and exclusions, in this Contract. This Contract replaces and supersedes any previous agreements between Employer and MIC relating to Benefits. MiC shall not be deemed or construed to be an employer for any purpose with respect to the administration or provision of benefits under Employer's welfare benefit plan. MIC shall not be responsible for fulfilling any duties or obligations of Employer with respect to Employer's benefit plan. ARTICLE 2 TERM OF CONTRACT Section 2.1 Term and Renewal. The initial Term of this Contract is set forth in Exhibit 1. At least 30 days before each Expiration Date, as set forth in Exhibit 1, MIC shall notify Employer of any modifications to this Contract, including Premiums and Benefits for the next term of this Contract ("Renewal Terms"}. If Employer accepts the Renewal Terms or if Employer and MIC agree on different Renewal Terms, this Contract is renewed for the additional term, unless MIC terminates this Contract pursuant to Section 2.2. Section 2.2 Termination of This Contract. Employer may terminate this Contract after at least 30 days written notice to MIC. This Contract is guaranteed renewable and will not be terminated by MIC except for the following reasons and will be effective as stated below. Terminations for the reasons stated below require at least 30 days written notice from MIC: MIC MGC 05 (8/05) 1 (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 r~n4 mnrn thorn `2 (1 rl o~ic nrinr fn tho offa~tivo r7 Ito of tho nnti~o of 4ormin7tinn• ~ wt ~ ~ wi c. a iui i vv uuyo N~ ivi tv a ~c ~,~ ~~..vu v ~. u~.aw vi u w ~ ivuvv v~ w~ ~ ~ n~ ~uuvi , (b) On the date specified by MIC because Employer provided MIC with false information material to the execution of this Contract or to the provision of Benefits under this Contract. MIC has the right to rescind this Contract back to the effective date; (c) On the date specified by MiC due to Employer's violation of the participation or contribution rules as determined by MIC; (d} Automatically on the date Employer ceases to do business pursuant to 11 U.S.C. Chapter 7; (e) Automatically on the date Employer ceases to do business for any reason; (f) On the date specified by MIC, after at least 90 days prior written notice to Employer, that this Contract is terminated because MIC will no longer issue this particular type of group health benefit plan within the applicable employer market; (g) On the date specified by MIC, after at least 180 days prior written notice to the applicable state authority and Employer, that this Contract will be terminated because MIC will no longer renew or issue any employer health benefit plan within the applicable employer market; (h) If this Contract is made available to Employer only through one or more bona fide associations, on the date specified by MIC after Employer's membership in the association ceases; (i) Automatically on the date that Employer fails to maintain any active employees who are Subscribers; (j) Any other reasons or grounds permitted by the licensing laws and regulations governing MIC. Notwithstanding the above, MIC may modify the Premium rate and/or the coverage at renewal. Nonrenewal of coverage as a result of failure of MIC and the Employer to reach agreement with respect to modifications in the Premium rate or coverage shall not be considered a failure of MIC to provide coverage on a guaranteed renewable basis. Section 2.3 Notice of Termination. MIC will notify Employer in writing if MIC terminates this Contract for any reason. In accordance with applicable law, MIC will notify Subscribers in writing if MIC terminates this Contract pursuant to Section 2.2(a), (d}, (f) or (g). Employer will provide timely written notification to Subscribers in all circumstances for which MIC does not provide written notification to Subscribers. MIC MGC 05 (8/05) 2 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; (h1 nnir. ~niill not ha racnnncihla fnr anv ('.laimc fnr haalth carvicac racaivarl by Mamhorc after thr~ effective date of the termination; and (c) Employer shall be and shall remain liable to MIC for the payment of any and a!I Premiums that are unpaid at the time of termination. ARTICLE 3 ENROLLMENT AND ELIGIBILITY Section 3.1 Eligibility. The Eligibility conditions stated in Exhibit 1 of this Contract govern who is eligible to enroll under this Contract. The eligibility conditions stated in Exhibit 1 are in addition to those specified in the Certificate. Section 3.2 Enrollment. The Certificate governs when eligible employees and eligible dependents may enroll for coverage under this Contract, including the Initial Enrollment Period, Open Enrollment Period and any applicable Special Enrollment Periods. Employer shall conduct the Initial Enrollment Period and Open Enrollment Period. Employer shall cooperate with MIC to ensure appropriate enrollment of Members under the Contract. Section 3.3 Qualified Medical Child Support Orders. Employer will establish, maintain and enforce all written procedures for determining whether a child support order is a qualified medical child support order as defined by ERISA. Employer will provide MIC with notice of such determination and a copy of the order, along with an application for coverage, within the greater of 30 days after issuance of the order or the time in which Employer provides notice of its determination to the persons specified in the order. When and if Employer receives notice that the child has designated a representative, or of the existence of a legal guardian or custodial parent of the child, Employer shall promptly notify MIC of such person(s). MIC shall have no responsibility for: (i) establishing, maintaining or enforcing the procedures described above; (ii) determining whether a support order is qualified; or (iii) providing required notices to the child or the designated representative. Section 3.4 Eligibility and Enrollment Decisions. Subject to applicable law and the terms of this Contract, Employer has discretion to determine whether employees and their dependents are eligible to enroll for coverage under this Contract. MIC shall rely upon Employer's determination regarding an employee's and/or dependent's eligibility to enroll for coverage under this Contract. The Employer will be responsible for maintaining information verifying its continuing eligibility and the continuing eligibility of its eligible Subscribers and eligible Dependents. This information shall be provided to MIC as reasonably requested by MIC. The Employer shall also maintain written documentation of a MIC MGC 05 (8/05) 3 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 Anrnllmant inr-li ~rJinn if a 11Aamhcr is nn Innnar alinihln fnr rrnic~ranc ,.. ...,......,.. ..,,.,.u...y . ,.....,.....,.,. .,, ..,, ..,..y.,. ., .y. .., .... ,....,,.uy,,. Section 3.6 Custom Options By MIC. Subscribers and enrolled Dependents may only switch between Employer's health coverage options offered under the Contract during a Special Enrollment Period, or the Open Enrollment Period, as described in the Certificate. 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 far doing so. Upon such a request, Employer shall furnish the recipient with paper copies supplied by MIC. Employer shall inform MIC of individuals who do not qualify for electronic delivery because they do not meet the requirements regarding access to a computer, or they are not in the workplace, including but not limited to those on continuation coverage, on retiree coverage, or covered pursuant to a qualified medical child support order. Employer shall provide the individual's mailing information to MIC so that MIC can provide the documents. ARTICLE 5 PREMIUMS Section 5.1 Monthly Premiums The monthly Premiums for this Contract are: set forth in Exhibit 2. The Premiums are due on the first day of each calendar month. Employer shall pay the Premiums to MIC at the billing address stated in the Acceptance of Contract. Employer shall notify MIC in writing: (a) each month of any changes in the coverage classification of any Subscriber; and MIC MGC 05 (8/05) 4 (b) within 30 days after the effective date of enrollments, terminations or other changes regarding Members. Section 5.2 Grace Period and Reinstatement. Emplayer 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, tho ('nntrart ~niill ho tarminatorl in annnrrJanro ~niith Cortinn 7 7/a1 Thic (~nntrar`t ~niill ho rcinctatorl 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 c~lhendar 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. 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. MIC MGC 05 (8/05) 5 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. ~mnlrniar and ~~I(: shall nrmm~tly nntifii tha nthar of arni nntantial nr act~ial claim fnr which the nthPr ~~„h,..,~.,~ ,.,,~.,~ ....... .......... ~.,.,....~.,..~ .......~ .. ... ., ....,. _. .....~ r-._.._.~. -~ -----._.. _.__.... ._. _..._.. - - -- -- 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 (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 MGC 05 (8/05) MIC may, from time to time, delegate discretionary authority to other persons or entities providing services under this Contract. ARTICLE 10 1]ATA OWNERSHIP ANI~ l1SE 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. 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 MIC MGC 05 (8/05) 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 ASSIfrRIMENT Neither party shall have the right to assign any of its rights and responsibilities under the Contract to any person, corporation or entity without the prior written consent of the other party; provided, however, that MIC may, without the prior written consent of the Employer, assign the Contract to any entity that controls MiC, is controlled by MIC, or is under common control with MIC. In the event of assignment, the Contract shall be binding upon and inure to the benefit of each party's successors and assigns. ARTICLE 15 DISPUTE RESOLUTION In the event that any dispute, claim or controversy of any kind or nature relating to this Contract arises between the parties, the parties agree to meet and make a good faith effort to resolve the dispute. The party requesting the meeting shall provide the other, in advance of the meeting, with written notice of the claimed dispute. Upon receipt of the written notice, representatives for each party shall meet promptly to attempt to resolve the dispute. If a mutually agreeable resolution is not reached within thirty (30) days following receipt of the written notice, either party may pursue legal action in accordance with the terms of this Contract. The parties may mutually agree to waive the informal dispute resolution process set forth herein. Any such waiver must be in writing and executed by both parties. ARTICLE 16 TIME LIMIT ON CERTAIN DEFENSES No statement made by Employer, except a fraudulent statement, shall be used to void this Contract after it has been in force for a period of 2 years. ARTICLE 17 RELATIONSHIP BETWEEN PARTIES The relationship between Employer and any Member is that of Employer and Subscriber, Dependent or other coverage classification as defined in this Contract. The relationships between MIC and Network Providers and the relationship between MIC and Employer are solely contractual relationships between independent contractors. Network 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. MIC MGC 05 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. MIG may at any reasonable time inspect all ~inri imantc fi irnichari to Fmnlnvar by an inrlivirl~ ial in nnnnartinn with tha Ranafitc FmnlnvPr'c navrnll 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 far 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. ART{CLE 19 NOTICE Except as provided in Article 2, notice given by MIC to an authorized representative of Employer will be deemed notice to all Members. All notices to MIC shall be sent to the address stated in the Acceptance of Contract. All notices to Employer shall be sent to the persons and addresses stated in the Group Application. All notices to MIC and Employer shall be deemed delivered: (a) if delivered in person, on the date delivered in person; (b) if delivered by a courier, on the date stated by the courier; (c) if delivered by an express mail service, on the date stated by the mail service vendor; or (d) if delivered by United States mail, 3 business days after date of mailing. A party can change its address for receiving notices by providing the other party a written notice of the change. ARTICLE ZO COMMON LAW No language contained in the Contract constitutes a waiver of MIC's rights under common law. MIC MGC 05 (8/05) ACCEPTANCE OF CONTRACT This rnntrar^t is rir~r~mar~ arrAnta~ by Fmnlnvar imnn tha c~arliAr of 11n1r'c ra~aint of Fmnlnvar'c first ,,,.., .,,,.,.,.,...... ..,,..,.,,..... ..,....,.~.,.,.., ..,~ "..N,..~.., ~N,,., .. ,,, ...,,,..,. .,. ,..,..., ,...,...N. ... _.,,r...~,.. .. ... ,,. 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 February 18, 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 EMPLOYER City of Columbia Heights Address: 590 40th Avenue Northeast Columbia Heights, MN 55421 Telephone: (763) 706-3609 Mailing Address: P.O. Box 9310 Minneapolis, MN 55440 sy: Tam Henke Senior Vice President, Commercial Markets ey: James P. Jacobson Senior Vice President and Assistant Secretary MIC MGC 05 (8/05) EXHIBIT 1 1. Parties. The parties to this Master Group Contract ("Contract") are Medico Insurance Company ("MIC"} and the employer group City of Columbia Heights ("Employer"}, employer group numbers} 51598, 51664 an employer under Minnesota law and other applicable law. 2. 3. 4. 5. Effective Date and Expiration Date of this Contract. This Contract is effective 01/01/2008 ("Effective Date"} to 12/31/2008 ("Expiration Date"}. All coverage under this Contract begins at 12:01 a.m. Central Time. Contract Number: MICME/MESMN 300-15 BPL#: 70625 Amendment(s) Number: Amendments attached as applicable for benefit package log (BPL) as listed above 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 per week Applicable Waiting Periods and Effective Dates New Hires: Date of Hire Status Change: Same as new hire Return/Rehire: Same as new hire MIC MGC 05 (8/05} Exhibit 1 Page 1 EXHIBIT 2 Premiums i ne montniy rremiums for finis Contract are: Subscriber Classifications Monthly Premium Rate Class 1 (Single) MIC Elect $341.05 MIC Essential Class IV (Family} MIC Elect $784.22 MIC Essential MIC MGC 05 (8/05) Exhibit 2 Page 1 MASTER GROUP CONTRACT BETWEEN CITY OF COLUMBIA HEIGHTS AND MEDICA INSURANCE COMPANY MEDICA INSURANCE COMPANY ("MIC") CHOICE SELECT 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. ("FRIBA"), this Contract is governed by ERISA and, to the extent state law applies, the laws of the State of Minnesota. If this Contract is not governed by ERISA, it is governed by the laws of the State of Minnesota. If this Contract is governed by ERISA, any legal action arising out of or relating to this Contract shall be brought in the federal district court for the district of Minnesota. If this Contract is not governed by ERISA, any legal action arising out of or relating to this Contract shall be brought in state court in Hennepin County, Minnesota. In consideration of payment of the Premiums by the Employer and payment of applicable Deductibles, Copayments and Coinsurance by or for Members, MIC will provide coverage for the Benefits set forth in the Certificate and any amendments, subject to all terms and conditions, including limitations and exclusions, in this Contract. This Contract replaces and supersedes any previous agreements between Employer and MIC relating to Benefits. MIC shall not be deemed or construed to be an employer for any purpose with respect to the administration or provision of benefits under Employer's welfare benefit plan. MIC shall not be responsible for fulfilling any duties or obligations of Employer with respect to Employer's benefit plan. ARTICLE 2 TERM OF CONTRACT Section 2.1 Term and Renewal. The initial Term of this Contract is set forth in Exhibit 1. At least 30 days before each Expiration Date, as set forth in Exhibit 1, MIC shall notify Employer of any modifications to this Contract, including Premiums and Benefits for the next term of this Contract ("Renewal Terms"). If Employer accepts the Renewal Terms or if Employer and MIC agree on different Renewal Terms, this Contract is renewed for the additional term, unless MIC terminates this Contract pursuant to Section 2.2. Section 2.2 Termination of This Contract. Employer may terminate this Contract after at least 30 days written notice to MIC. This Contract is guaranteed renewable and will not be terminated by MIC except for the following reasons and will be effective as stated below. Terminations for the reasons stated below require at least 30 days written notice from MIC: MIC MGC 05 (8105) (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 i v~ i i ivrc a iai ~ vv uayo Nrivi w u is c~ ici,u vc ua~c v~ a is i i~ui,c vi ici i i m ~auvi ~, (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 mare 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 6icensing laws and regulations governing MIC. Natwithstanding the above, MIC may modify the Premium rate and/or the coverage at renewal. Nonrenewal of coverage as a result of failure of MIC and the Employer to reach agreement with respect to modifications in the Premium rate or coverage shall not be considered a failure of MIC to provide coverage on a guaranteed renewable basis. Section 2.3 Notice of Termination. MIC will notify Employer in writing if MIC terminates this Contract for any reason. In accordance with applicable law, MIC will notify Subscribers in writing if MIC terminates this Contract pursuant to Section 2.2(a), (d), (f) or (g). Employer will provide timely written notification to Subscribers in all circumstances for which MIC does not provide written notification to Subscribers. MIC MGC 05 (8/05) 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; !h1 nnlr ~eiill nn4 hn rnc~rvnncihln fnr orw ('I~imc fnr hnolth cnr~iirnc ro~oivorl by ftAomhorc a{ior fho w! wnv vvni ~iv~ vv icoNviiowic. ~v~ u~~y v~unn.~ Zvi ~wwui ..~~.~vw~....n i~.v~iv~.u .,y ~vwui~..v~v ww~ ...v effective date of the termination; and (c) Employer shall be and shall remain liable to MIC for the payment of any and al! 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 persons}. MIC shall have no responsibility for: (i) establishing, maintaining or enforcing the procedures described above; (ii) determining whether a support order is qualified; or (iii) providing required notices to the child or the designated representative. Section 3.4 Eligibility and Enrollment Decisions. Subject to applicable law and the terms of this Contract, Employer has discretion to determine whether employees and their dependents are eligible to enroll for coverage under this Contract. MIC shall rely upon Employer's determination regarding an employee's and/or dependent's eligibility to enroll for coverage under this Contract. The Employer will be responsible for maintaining information verifying its continuing eligibility and the continuing eligibility of its eligible Subscribers and eligible Dependents. This information shall be provided to MIC as reasonably requested by MIC. The Employer shall also maintain written documentation of a MIC MGC 05 (8/05 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 Merber's name or address, or changes to anrnllmcnt inrli irlinn if ~ ftAomhor is nn Inrinor olinihlo fnr rn.~or~na .., ,,.,,.,,,,,,.., ,,,,,,,......y ~~ u ,~~V~~~uV~ ~.. ~~., ~~~~y.,~ ~~~y~N~~ ~.,~ VVVVIUyc.. Section 3.6 Custom Options By MIC. Subscribers and enrolled Dependents may only switch between Employer's health coverage options offered under the Contract during a Special Enrollment Period, or the Open Enrollment Period, as described in the Certificate. 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. Employer shall notify MIC in writing: (a) each month of any changes in the coverage classification of any Subscriber; and MIC MGC 05 (8/05) (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, +hn (1r~ntron+ iniill hn tnrmin~tnl+ in oi+nnrrl~nno ~n~ith Cortinn '~ `~/~~ Thic f'.nntrart ~nri~~ {'1G rninctatarl i{ u is vvi ni ui.~ vvui vc ~c~ ~ ~ u~ iua~:u iii uvvvi uui w~. vv n~ ~ v..vuv~ . ~.~~u ~. ....v vv.... .., ~,. ..... .... ..,.. .,, ...,......, .. Employer pays all of the Premiums awed 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 c~~endar 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. ARTIC<_E 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. MIC MGC 05 (8/05) 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. ~mnlnvor and nnlr~ chall nrmm~tly nntifii tho nthor of anv nntcntial nr arti ial claim fnr ~nihirh tha nthar ~...r.~y.,. ~...u .......,..u.. N.„...N~.y ..~...y ~..~ .,....,. ,,. ~....y r.,,~~,..,....., ....,..~.....,........ .. ......... ......,....,. 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 (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 MGC 05 (8/05) 6 MIC may, from time to time, delegate discretionary authority to other persons or entities providing services under this Contract. ARTICLE 10 DATA O~n~NERSuIp eND t SSE 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 !aw 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 iaw 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. 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 MIC MGC 05 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 AvvivA„yAEA,T Neither party shall have the right to assign any of its rights and responsibilities under the Contract to any person, corporation or entity without the prior written consent of the other party; provided, however, that MIC may, without the prior written consent of the Employer, assign the Contract to any entity that controls MIC, is controlled by MIC, or is under common control with MIC. In the event of assignment, the Contract shall be binding upon and inure to the benefit of each party's successors and assigns. ARTICLE 15 DISPUTE RESOLUTION In the event that any dispute, claim or controversy of any kind or nature relating to this Contract arises between the parties, the parties agree to meet and make a good faith effort to resolve the dispute. The party requesting the meeting shall provide the other, in advance of the meeting, with written notice of the claimed dispute. Upon receipt of the written notice, representatives for each party shall meet promptly to attempt to resolve the dispute. If a mutually agreeable resolution is not reached within thirty (30) days following receipt of the written notice, either party may pursue legal action in accordance with the terms of this Contract. The parties may mutually agree to waive the informal dispute resolution process set forth herein. Any such waiver must be in writing and executed by both parties. ARTICLE 16 TIME LIMIT ON CERTAIN DEFENSES No statement made by Employer, except a fraudulent statement, shall be used to void this Contract after it has been in force for a period of 2 years. ARTICLE 17 RELATIONSHIP BETWEEN PARTIES The relationship between Employer and any Member is that of Employer and Subscriber, Dependent or other coverage classification as defined in this Contract. The relationships between MIC and Network Providers and the relationship between MIC and Employer are solely contractual relationships between independent contractors. Network 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. MIC MGC 05 (8/05) 8 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 rd~ r~4n fi ~rr~inhr~~J try Cmnlr~~inr by nn inr7ivirl~ col in nnnnoi+tinr~ ~niith 4{^to Rono{itc GmnlM/oY'c 1'~'ai/Yell uviu~eiciiw iuiinoticu w ~iiiNivyci uy u~~ uiu~viuuu~ n~ ~,v~~~ic.vuvii vvn~~ u~.. vv.~..~~..,, ~~~~N,.,y.., ., Nuy~..~~ records, and any other records pertinent to the Benefits under this Contract. Unless Employer provides the appropriate written assurances required by 45 CFR 164.504, MIC will only provide Employer with summary health information (for the purposes of obtaining premium bids or for modifying, amending or terminating the group health plan only} and information on whether individuals are participating in the group health plan, or is enrolled in or has disenrolled from the health plan as provided in 45 CFR 164.504 (f)(1) and the minimum necessary information for purposes of auditing MIC's operations or services. ARTICLE 19 NOTICE Except as provided in Article 2, notice given by MIC to an authorized representative of Employer will be deemed notice to all Members. All notices to MIC shall be sent to the address stated in the Acceptance of Contract. All notices to Employer shall be sent to the persons and addresses stated in the Group Application. All notices to MIC and Employer shall be deemed delivered: (a) if delivered in person, on the date delivered in person; (b) if delivered by a courier, on the date stated by the courier; (c) if delivered by an express mail service, on the date stated by the mail service vendor; or (d) if delivered by United States mail, 3 business days after date of mailing. A party can change its address for receiving notices by providing the other party a written notice of the change. ARTICLE 20 COMMON LAW No language contained in the Contract constitutes a waiver of MIC's rights under common law. MIC MGC 05 (8/05) ACCEPTANCE OF CONTRACT Thic rnntrant is rlaamari arrantarl by Fmnlnuar ~mnn tha ParliPr of MIC:'s racPint of FmnlnvPr'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 February 21, 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 EMPLOYER City of Columbia Heights Address: 590 40th Avenue Northeast Columbia Heights, MN 55421 Telephone: (763) 706-3609 e .s'~ ~~ BY: ~' _ _ „ Title: ' .~ r -=° Employer epresentative: Linda Magee Date: ~,~~ . gy: ~1--- ~--_---- James P. Jacobson Senior Vice President and Assistant Secretary MIC MGC 05 (8/05) 10 EXHIBIT 1 1. Parties. The parties to this Master Group Contract ("Contract") are Medica Insurance Company ("MIC"} and the employer group City of Columbia Heights ("Employer"}, employer group numbers} 51597, an employer under Minnesota law and other applicable law. 2. Effective Date and Expiration Date of this Contract. This Contract is effective 01/01/2008 ("Effective Date"} to 12/31/2008 ("Expiration Date"}. All coverage under this Contract begins at 12:01 a.m. Central Time. 3. Contract Number: MICMN 300-15 BPt_#: 70624 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 per week Applicable Waiting Periods and Effective Dates New Hires: Date of hire Change: Same as new hire Return/Rehire: Same as new hire MIC MGC 05 (8/05) Exhibit 1 Page 1 EXHIBIT 2 Premiums i i iC i i ioi ni ny ri Ci i nuii'i~ iui a na ~.ui ni acs cti"e: Subscriber Classifications Monthly Premium Rate Class 1 (Single) MIC Choice Select $378.94 Class IV (Family) MIC Choice Select $871.36 MIC MGC 05 (8/05} Exhibit 2 Page 1