HomeMy WebLinkAboutResolution 9620RESOLUTION NO. 9620
CITY OF MOUNDS VIEW
COUNTY OF RAMSEY
STATE OF MINNESOTA
AUTHORIZING EMPLOYEE HEALTH BENEFITS POOL MEMBERSHIP AGREEMENT
AND BYLAWS
WHEREAS, the City of Mounds View is currently a Participant Member of the Sourcewell
Risk Management Pool, pursuant to which the City of Mounds View obtains self -funded health
insurance coverage for the City of Mounds View's eligible employees and their covered
dependents; and
WHEREAS, the Sourcewell Risk Management Pool has determined that it is appropriate
and necessary to obtain authorization from the Minnesota Department of Commerce to operate
as a Political Subdivision Joint Self Insurance Pool in accordance with Minn. Stat. § 471.617 and
Minn. R. Ch. 2785; and
WHEREAS, effective January 1, 2023 the self -funded health insurance coverage
previously provided by the Sourcewell Risk Management Pool will be provided by the duly
authorized Political Subdivision Joint Self Insurance Pool named The Better Health Collective;
and
WHEREAS, Minnesota law requires Political Subdivision Self Insurance Pools to adopt
bylaws containing terms and conditions required by Minnesota law, and a governance structure
that complies with Minnesota law, which Participating Members must agree to adhere to; and
WHEREAS, the City of Mounds View wishes to join the Better Health Collective as a
Participating Member effective January 1, 2023.
NOW, THEREFORE, BE IT RESOLVED THAT:
1. The City of Mounds View agrees to become a Participating Member of The Better Health
Collective effective January 1, 2023.
2. As a Participating Member, the City of Mounds View approves the Membership Agreement
and Bylaws of The Better Health Collective in the form attached hereto as Exhibit A.
Adopted this 8th day of August, 2022.
Al Hull,
ATTEST:
(seal)
Administrator
MEMBERSHIP AGREEMENT AND BYLAWS
OF THE
BETTER HEALTH COLLECTIVE
Effective: July 1, 2022
INTRODUCTION
This combined Membership Agreement and Bylaws ("Agreement") is made by and between The Better
Health Collective and the entities listed in Appendix A ("Participating Members" or "Members") to
establish and govern the operations of the Better Health Collective Employee Health Benefits Pool (the
"Pool").
WHEREAS, Minnesota Statutes, § 471.59, provides that two (2) or more governmental units may, by
agreement, jointly or cooperatively exercise any power common to them; and
WHEREAS, the Participating Members are governmental units for purposes of Minnesota Statutes, §
471.59; and
WHEREAS, Minnesota Statutes, § 471.617, provides that certain governmental entities which together
employ more than one hundred (100) employees mayjointly self -insure employee health benefits; and
WHEREAS, together the Participating Members employ more than one hundred (100) employees; and
WHEREAS, the Participating Members have jointly established in full force and effect certain self-
insurance arrangements to provide certain employee health benefits, and those arrangements constitute
a self-insurance pool under Minnesota law, including Minnesota Statutes, § 471.617, and Minnesota
Rules, Chapter 2785; and
WHEREAS, the Participating Members may, in the future, wish to jointly provide other employee benefits,
permitted under applicable law, to their employees; and
WHEREAS, the Participating Members authorize the Board of Trustees to act as a joint board for the
purpose of exercising certain powers as set forth in this combined Membership Agreement and Bylaws.
NOW, THEREFORE, each Participating Member in exchange for the mutual covenants, promises, and
obligations contained herein, promises and agrees as follows:
ARTICLE I. NAME, PURPOSE, AND AUTHORITY
1.1 Name. The name of the Pool created herein is Better Health Collective.
1.2 Purpose. The purpose of the Pool is to provide health benefits and related services to eligible
Employees, Former Employees, and Dependents of Participating Members.
1.3 Authority.
1.3.1 Sourcewell. Sourcewell is a statutory service cooperative authorized pursuant to
Minnesota Statutes, § 123A.21, subdivision 7(a)(19) and § 471.617, subdivisions 1-2, to
2.10 Employee Health Benefits Pool. "Employee Health Benefits Pool" means a self-insurance pool that
covers employee health benefits, disability benefits, or both.
2.11 Financial Administrator. "Financial Administrator" means an entity engaged by the Board of
Trustees to invest the Pool's assets and provide other financial or accounting services.
2.12 Former Employee. "Former Employee" means an individual previously employed by a
Participating Member who is eligible for continuing participation in the Plan.
2.13 Membership Agreement. "Membership Agreement" or "Agreement" means this combined
Agreement and Bylaws, and any amendments hereto, which prescribe the purpose, government,
and administration of the Pool. References to "Bylaws" include this Membership Agreement.
2.14 Participating Member. "Participating Member" or "Member" means any Minnesota Political
Subdivision that satisfies the Pool's membership requirements and has been approved by the
Board of Trustees for participation in the Pool. The Pool's membership is limited to qualified
Political Subdivisions. For the avoidance of doubt, the Pool shall not operate as a public/private
pool, and shall not offer membership to any private entity.
2.15 Plan. "Plan" means any Plan maintained by the Board of Trustees and authorized by Minnesota
law to provide employee health benefits to eligible Employees, Former Employees, and
Dependents of Participating Members.
2.16 Policy Year. "Policy Year" means a 12-month period of employee health benefits coverage under
a Plan offered by the Pool to a Participating Member.
2.17 Political Subdivision. "Political Subdivision" means a statutory or home rule charter city, county,
school district, or instrumentality thereof, and includes any service cooperative that establishes
or operates a self -insured employee health benefits pool.
2.18 Pool. "Pool" refers to Better Health Collective and means a self-insurance fund or agreement for
the reciprocal assumption of risk established by or amongst two or more Political Subdivisions for
coverage of their respective risks.
2.19 Premium "Premium" means the amount paid or to be paid by Participating Members for
Coverage. "Premium" does not include assessments or penalties.
2.20 Reserve. "Reserve" mean amounts established as pool liabilities for all incurred losses, both
reported and unreported, and for unearned Premiums, which are maintained pursuant standards
established by the Board of Trustees in compliance with applicable Minnesota statutes and rules.
2.21 Runoff Pool. "Runoff Pool" means a pool that no longer has authority to self -insure, but that
continues to exist for the purpose of paying claims, preparing reports, and administering
transactions associated with the period in which the Pool provided Coverage.
2.22 Self -insure. "Self -insure" means to assume primary liability or responsibility for certain risks or
benefits rather than transferring liability or responsibility to some other entity.
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(g) Developing and adopting Board policies as needed to ensure the day-to-day
operations of the Pool are conducted in a compliant and transparent manner;
(h) Making or recommending changes to this Membership Agreement and Bylaws
for the improvement of the Pool's operation and financial integrity;
(i) Monitoring the Pool's compliance with all applicable statutes and rules; and
(j) Such other activities necessary to carry out the purposes of this Agreement.
3.2 Board Structure. Pool operations shall be managed by a Board of Trustees consisting of seven (7)
voting members, who shall include three (3) members representing Sourcewell as the Sponsoring
Association. The remaining four (4) members of the Board of Trustees shall consist of one (1)
elected official representing Participating Members that are local school districts; one (1) elected
official representing Participating Members that are cities, counties, or other governmental units
(CCOGA); at least one (1) staff person representing Participating Members that are local school
districts or CCOGA; and one (1) at -large representative of Participating Members, who may be
either an elected official or a staff person.
3.2.1 Selection of Trustees.
(a) Sourcewell shall appoint three (3) Trustees from its Board of Directors or staff.
Sourcewell shall present its appointments to the Board of Trustees at least 30
days before the expiration of its Trustee's term or within a reasonable time after
a Trustee appointed by Sourcewell resigns, is removed or disqualified as outlined
below, or otherwise needs to be replaced.
(b) The remaining four (4) Trustees shall be appointed by the Labor Management
Committee. The Labor Management Committee shall present its appointments
to the Board of Trustees at least 30 days before the expiration of its Trustee's
term or within a reasonable time after a Trustee appointed by the Labor
Management Committee resigns, is removed or disqualified as outlined below, or
otherwise needs to be replaced.
3.2.2 Term. Each Trustee may serve for a term of four (4) years and may be re -appointed for
one (1) additional Term.
3.2.3 Resignation. Any member of the Board of Trustees may resign at any time upon written
notice to the Board of Trustees or its Chairperson. Such resignation shall take effect on
the later of the date specified in the notice or the date notice is received by the Board or
the Chairperson.
3.2.4 Disqualification. A Trustee shall be disqualified from service if they no longer serve as an
elected official for a Participating Member or as otherwise required by applicable
Minnesota law or rule. A Trustee shall also be disqualified based on the unanimous vote
of the Board of Trustees in the event a Trustee fails to fulfil his or her obligations as a
Trustee or engages in conduct that calls into question a Trustee's honesty, integrity or
suitability to serve as a Trustee.
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(b) Assist in the preparation of the Annual Budget;
(c) Make recommendations regarding requests for expenses in excess of budget;
(d) Review quarterly and annual financial reports; and
(e) Review all applications for membership in the Pool and make a
recommendation to the Board of Trustees.
3.4.2 Other Committees. The Board may designate other advisory or ad hoc committees and
delegate authority to them in accordance with this Agreement and applicable Minnesota
statutes and rules. The Board shall consider, but is not required to adopt, committee
recommendations and proposals.
ARTICLE IV. MEMBERSHIP
4.1 Powers, Duties, and Responsibilities. Each Participating Member shall fulfill the duties and
responsibilities as outlined herein. At the discretion of the Board of Trustees, failure by a
Participating Member to fulfill its duties and obligations may constitute the basis for expulsion
pursuant to Section 4.7.2 herein. These duties and responsibilities include, but are not limited to:
4.1.1 Compliance. The duty to fully comply with this Agreement, as written or amended; any
delegation of authority from the Board of Trustees; Board policies and procedures; and
applicable Minnesota statutes and rules.
4.1.2 Financial Obligations. The duty to pay to the Pool all Premiums, assessments, and other
required contributions within the expected timeline and in the appropriate amounts.
4.1.3 Participation. The duty to actively participate in Annual Meetings and other Pool -related
matters as requested or required by this Agreement or the Board of Trustees, and to
promptly act on matters requiring resolution of the Member's governing body.
4.1.4 Cooperation. The duty to fully cooperate with the Board of Trustees, the Pool's Service
Company and Financial Administrator, and any other service provider engaged by the
Board.
4.1.5 Communication. The duty to notify Covered Persons within thirty (30) days if the
Participating Member withdraws or is expelled from the Pool and any other circumstance
in which the Member is obligated to provide notice to Covered Person.
4.2 Contractual ❑blipations.
4.2.1 Continuing Duties and Responsibilities. The duties and responsibilities of Participating
Members, including the duty to comply with this Agreement, shall continue throughout
the Member's participation in the Pool and thereafter as required herein.
4.2.2 Enforcement. This Agreement may be enforced in law or equity by the Board of Trustees
or any Participating Member.
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Participating Member or its employee or agent shall disclose any information
about individual claims or total claims of an individual without the consent of the
individual, except that the information may be disclosed to officers, employees,
or agents of the Participating Member to the extent necessary to enable them to
perform their duties in administering the health benefit program.
4.4 Eligibility and Application. Any Minnesota Political Subdivision may apply to enter the Pool by
submitting a Request for Proposal (RFP) or application form and documentation establishing the
prospective member's ability to meet the Pool's underwriting standards and any other
nondiscriminatory membership criteria adopted by the Board of Trustees. All Coverage offered
by the Pool shall be available to all Participating Members and to all eligible Employees, Former
Employees, and Dependents according to the same underwriting standards. However, the Board
shall not be required to accept prospective members that do not meet the Pool's underwriting
standards.
4.5 Approval and Admission of New Members. Upon review and approval of the documentation
outlined in Section 4.4 herein, the Board of Trustees shall adopt a resolution approving a
prospective member's participation in the Pool and directing the Board Secretary to add the new
Member to the list of Participating Members in Appendix Al upon receipt of:
4.5.1 Membership Agreement and Bylaws. An executed copy of this Agreement; and
4.5.2 Board Resolution. A resolution from the governing body of the prospective member
outlining the prospective member's commitment to:
(a) Fully comply with this Agreement; Minnesota Rules, Parts 2785.0010 to
2785.1600, including joint and several liability; and other applicable Minnesota
statutes and rules; and
(b) Participate in the Pool for a minimum of one (1) Policy Year. This initial
commitment shall automatically renew for subsequent one-year terms unless the
Participating Member provides notice of voluntary withdrawal pursuant to
Section 4.7.
4.6 Effective Date. The effective date for membership shall be January 1 orJuly 1, whichever is closest
to the date the Participating Member meets the requirements outlined herein. The Board of
Trustees may permit entry into the Pool at other times and may impose restrictions and
limitations with respect to such entry.
4.7 Leaving the Pool.
4.7.1 Voluntary Withdrawal. A Participating Member may withdraw from the Pool without
penalty by providing notice to the Board of Trustees at least five (5) months before the
end of the Participating Member's Policy Year subject to the following:
1 Appendix A may be modified at any time to pursuant to this Agreement and Bylaws. Such
modifications do not constitute an amendment to this Agreement and do not otherwise modify the
terms and conditions herein.
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5.2 Amendment. The Board of Trustees shall have the authority to amend or restate this Agreement
and Bylaws at any time, provided such action is taken by resolution at a duly noticed meeting of
the Board with an agenda that specifically includes the amendment or restatement as an item of
business. The Board of Trustees shall solicit the advice and counsel of the Labor Management
Committee in considering any material amendment to this Agreement. The Chairperson shall file
any changes to this Agreement with the Commissioner within thirty (30) days after adoption.
ARTICLE VI. SERVICE COMPANY
6.1 Powers Duties and Responsibilities. The Board of Trustees shall engage a Service Company to
perform services necessary to the Pool's day-to-day operations and the administration of
Coverage, except those services and responsibilities reserved to Sourcewell, other Participating
Members, the Board, individual Trustees, the Financial Administrator, the accountant, or other
service providers. Such services may include but are not limited to: account and record keeping;
billing and collection of Premiums and assessments; claims investigation, settlement, and
reserving; claims payment, including those subject to stop -loss insurance or member deductibles;
general administration; loss control; and underwriting.
6.2 Selection.
6.2.1 Qualifications. The Board shall select a Service Company licensed by the Commissioner as
a self-insurance plan administrator, an insurance company authorized to transact
insurance in Minnesota, or a service plan corporation.
6.2.2 Procedures.
(a) The Board may issue a request for proposal (RFP) with respect to a need for a
Service Company at any time, but at least every four (4) years.
(b) The Board shall evaluate responses to the RFP in accordance with applicable law,
and criteria adopted by the Board and select a Service Company qualified to
provide the required services. Notwithstanding the above, the Board may
negotiate with any entity that responds to the RFP or disregard the responses
altogether.
(c) In evaluating a Service Company, the Board shall verify the entity's licensures and
consider its experience in delivering service required. The Board shall also ensure
there are no potential conflicts of interest between the entity and the Pool.
6.3 Compensation and Agreement. The Board shall negotiate with the Service Company with respect
to compensation and other necessary terms, which shall be documented in a contract approved
by the Board and executed by the Chairperson and the Service Company.
6.4 Annual Review. The Board shall conduct an annual review of the Service Company's performance
and take necessary action if the entity is not performing as expected or required pursuant to the
Boards contract with the Service Company.
ARTICLE VII. FINANCIAL ADMINISTRATOR
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(e) Claims administration; and
(f) Other practices affecting coverage.
8.1.4 Uniform Underwriting. All Coverages offered by the Pool shall be available according to
the same underwriting standards to all Participating Members and, if applicable, to all
Member's Employees, Former Employees, and Dependents.
8.1.5 Continuing Responsibility. Notwithstanding cancellation or termination of Coverage to a
specific Participating Member, ceasing to offer a particular Coverage or ending or
revocation of the Pools authority to self -insure, the Pool retains indefinitely all
responsibilities to Members and other Covered Persons associated with the period while
Coverage was in force. This responsibility ceases only after the Pool dissolves pursuant
Section 12.4 herein.
8.2 Premiums.
8.2.1 Schedule. Participating Members shall pay Premiums owed on a monthly basis with
payments due in the month before the Premium is earned. The Board of Directors shall
promptly take action to collect past due Premiums. Collection costs shall be the sole
responsibility of the delinquent Member.
8.2.2 Minimum Annual Premium. The Pool shall maintain an annual premium volume in
accordance with applicable statutory requirements. The Pool shall monitor its premium
volume to ensure it is meeting statutory requirements, or other premium volume amount
approved by the Commissioner, and shall comply with any and all requirements to notify
the Commissioner regarding its premium volume.
8.2.3 New Pool Deposit Premium. The Pool shall maintain an initial deposit premium for its first
year of operations in an amount that complies with applicable statutory requirements or
pursuant to an arrangement approved by the Commissioner.
8.2.4 Premium Chan es. The Board of Directors shall conduct an annual review, based on sound
actuarial principals, of Premiums to determine whether a rate adjustment is required for
any Participating Member(s) or Plan(s). Premium changes shall be approved by the Board
and disclosed to Participating Members at least sixty (60) days prior to the effective date
of the change. Participating Members shall be solely responsible for notifying Covered
Persons and appropriate union representatives of such changes.
8.3 Former Employees. Participating Members shall be responsible for determining who, if any, of
their Former Employees remain eligible for Employee Health Benefits. If the Member withdraws
or is expelled from the Pool, its Former Employees shall no longer be eligible for Coverage.
ARTICLE IX. FINANCIAL INTEGRITY
9.1 Standards of Financial Integrity. The Board of Trustees shall establish written standards of
financial integrity for the Pool. These standards shall comply with applicable Minnesota law and
rule, including, but not be limited to, the following:
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coverage approved by the Commissioner covering losses from dishonesty, robbery,
forgery or alteration, misplacement, or mysterious or unexplainable disappearance. The
amount of coverage for each occurrence shall be $300,000 or more. The Pool shall
purchase a fidelity bond or policy of insurance coverage approved by the Commissioner
covering the required service providers and individuals or submit to the Commissioner
separate proof of coverage for all required service providers and individuals not covered
under the Pool's bond or applicable insurance coverage.
9.1.6 Separate Accounts. The Board of Trustees may, but shall not be required to, establish
separate accounts for the payment of claims or certain types of expenses. The accounts
shall be used only by the Service Company, its authorized subcontractors, or the Financial
Administrator, as appropriate to the account's purpose. The amount in these separate
accounts shall not exceed an amount reasonably sufficient to pay the claims or expenses
for which the account is established. All monetary and investment assets not in such
accounts shall be under the control of the Pool's Financial Administrator.
9.1.7 Maintenance of Sound Financial Condition. The Board of Trustees shall regularly monitor
the Pool's revenues, expenses, and loss development, and evaluate its current and
expected financial condition.
(a) If necessary, the Board shall attempt, in good faith, to maintain or restore the
Pool's sound financial condition, using any means at its disposal, including, but
not limited to, adjusting premium rates, underwriting standards, dividend rates,
expulsion standards, and other powers granted by applicable Minnesota law or
rules and this Agreement and Bylaws.
(b) If the Board's actions are inadequate to maintain or restore the Pool's financial
condition, the Commissioner shall, as appropriate, order an increase in premium
rates, revoke the Pool's self-insurance authority pursuant to Section 12.3.2
herein, or order than an assessment be levied against Participating Members
under Section 9.5 herein.
9.2 Reporting.
9.2.1 Financial Statements. The Board of Trustees shall prepare annual financial statements
containing a statement of net position; statement of revenues, expenses, and changes in
net position; and a statement of cash flows. Such statements:
(a) Shall be filed with the Commissioner no later than 60 days after the end of the
Pool's Fund Year; and
(b) Shall be audited by an independent certified public accountant, who shall submit
a report to the Commissioner within 180 days of the end of the Pool's Fund Year.
(c) Every second annual financial statement shall be accompanied by a statement
from a qualified actuary concerning the statement of net position items that are
based on actuarial assumptions and methods. The form of the actuary's
statement and the scope of their review shall comply with the Commissioner's
instructions.
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current Participating Members. The assessment may be calculated using any reasonable
procedure, consistent with these Bylaws
9.5 Cash Flow and Stop -Loss Insurance.
9.5.1 Cash Flow Difficulties. The Board of Trustees shall protect the Pool from cash flow
difficulties using methods that include, but are not limited to, the following:
(a) Establishing and maintaining a Surplus consisting of funds contributed by
Participating Members and the Pool's net position; or
(b) Obtaining language in the Pool's stop -loss insurance policy requiring the insurer
to advance funds to the Pool if the policy limits have been or are likely to be
exceeded. The funds may be considered an advance against the insurer's
potential liability for the policy period.
9.5.2 Stop Loss Insurance. The Pool may purchase excess or stop -loss insurance for
indemnification of a portion of its losses. If stop loss insurance is required pursuant to
Minnesota law, any such stop -loss insurance shall comply with Minnesota Rules, Part
2785.1300 and Minnesota Statutes, § 471.617. If the Pool determines that an excess or
stop -loss insurance policy will be terminated or modified causing a violation of applicable
law or otherwise compromising the Pool's financial integrity, the Pool shall notify the
Commissioner prior to the termination or modification taking effect and shall indicate
what corrective action will betaken.
9.5.3 Stop -Loss Requirements. The Board of Trustees shall comply with the following with
respect to any stop -loss insurance it purchases:
(a) If the Board elects to terminate or modify a stop -loss policy in a manner that
would violate applicable law or otherwise compromise the Pool's financial
integrity, the Board shall notify the Commissioner prior to the effective date of
the termination or modification and indicate what corrective action will be taken.
(b) No liability transferred to a stop -loss insurer may, directly or indirectly, be
returned to the Pool or a Participating Member of the Pool.
9.6 Dividends. The Board of Trustees may, but shall not be required to, declare and pay dividends or
distributions from its Surplus subject to the following requirements:
9.6.1 Limitations. The Board shall not declare a dividend or distribution from Surplus if doing
so will cause the Surplus to be negative or if the Pool has a stop -loss advancement liability.
9.6.2 Allocation. Any dividend declared shall be allocated in proportion to each eligible
Participating Member's share of the total Premiums paid during the period used to
calculate the dividend.
9.6.3 Eligibility and Member Responsibilities. Only Members participating in the Pool at the
time a dividend or distribution is declared shall be eligible to receive the dividend or
distribution. If a dividend be distributed, each Participating Member shall be responsible
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11.2 Formal Dispute Resolution. If a dispute cannot be resolved through informal efforts, the Board
may refer the dispute to formal mediation facilitated by a mediator mutually acceptable to the
parties to the dispute. In the event the dispute cannot be resolved through mediation, the parties
to the dispute may pursue other reasonable procedures for resolution, including formal litigation.
ARTICLE XII. DURATION AND DISSOLUTION
12.1 Duration. Pursuant to Minnesota Statutes, § 471.59, subdivision 4, but subject to the provisions
herein regarding Member withdrawal, this Agreement shall be ongoing.
12.2 Merger. To the extent not prohibited by applicable law, the Board of Trustees may apply to merge
with any other plan or pool established under Minnesota law. The Board of Trustees shall solicit
the advice and counsel of the Labor Management Committee in considering any such merger.
12.3 Endin Self -Insurance Authority.
12.3.1 Voluntary Termination of Authority to Self -Insure. The Board of Trustees may elect to end
the Pool's self-insurance authority and cease to provide Coverage, provided such decision
is made at least 45 days before the end of the current Fund Year. The Board shall provide
notice of its decision to the Commissioner within fourteen (14) days.
12.3.2 Revocation of Authoritv to Self -Insure. The Commissioner shall, by order, revoke the
Pool's authority to self -insure upon no less than ten (10) days' written notice if any of the
following events occur, and the Commissioner judges the event(s) to be material:
(a) Failure of the Pool to comply with applicable Minnesota statutes or rules;
(b) Failure of the Pool to comply with any lawful order of the Commissioner;
(c) Commission by the Pool of an unfair or deceptive practice as defined in
Minnesota Statutes, §§ 72A.17 to 72A.32, or in related rules;
(d) Deterioration of the Pool's financial integrity to the extent that its ability to meet
obligations promptly and in full is or will be significantly impaired.
12.3.3 Runoff Period. The Pool shall continue to exist as a Runoff Pool after its authority to self -
insure has ended for purposes of paying claims, preparing reports, and administering
transactions associated with the period in which the Pool provided Coverage. The Runoff
Pool shall continue to comply with applicable Minnesota statutes and rules. No Members
shall be permitted to join, leave, or be expelled from the Pool during the runoff period.
12.4 Dissolution.
12.4.1 Authorization to Dissolve. The Board of Directors shall not dissolve the Pool or Runoff Pool
without requesting authorization from the Commissioner. The Commissioner shall grant
the request within 60 days of receipt if either of the following conditions are met:
(a) The Pool demonstrates that it has no outstanding liabilities, including incurred
but not reported liabilities; or
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202 South 12th Street NE
PO Box 219
Staples, MN 56479
If to a Member: To the address set forth in Appendix A or to such other address as any party to
this Agreement may, from time to time, specify in writing to the other parties and to the Pool.
Any notice required by this Agreement may be waived by the party or parties to whom such notice
is required to be provided hereunder.
13.3 Section_ Headings. The section headings inserted in this Agreement are for convenience only and
are not intended to, and shall not be construed to, limit, enlarge, or affect the scope or intent of
this Agreement or the meaning of any provision thereof.
13.4 Validity and Savings Clause. In the event any provision of this Agreement shall be declared by a
final judgment of a court of competent jurisdiction to be unlawful, unconstitutional, or invalid as
applied to any Member, the lawfulness, constitutionality, or validity of the remainder of this
Agreement shall not be deemed affected thereby.
13.5 Counterparts. This Agreement and any amendments thereto may be executed in any number of
counterparts which taken together constitute a single instrument. New Members approved for
participation in the Pool after the Effective Date of this Agreement shal I sign the Agreement and
their names and contact information shall be added to Appendix A without the need to amend
the Agreement as a whole.
13.6 Amendment. The Board of Trustees may, in accordance with Section 5.2 herein, amend this
Agreement and such amendment shall be evidenced in writing and executed by the Members.
13.7 Minnesota Law. This Agreement shall be governed by, and the Pool and Plan(s)) shall be operated
in accordance with Minnesota Law, including Minnesota Statutes, Chapters 13, 13D, 60A, 62A,
62E, 62L, 70A, 72A, 72C, and 471.
13.8 Other Applicable Law. The Pool and the Plan(s) shall be operated in accordance with applicable
federal law, including the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and
the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA), as it applies through the
Public Health Services Act (PHSA).
13.9 Entire Agreement. All agreements, covenants, representations, and warranties among the
Members expressed or implied, oral or written, concerning the subject matter of this Agreement
are contained herein. All prior or contemporaneous conversations, negotiations, agreements,
representations, covenants, and warranties concerning the subject matter of this Agreement are
merged into this Agreement. Union contracts, negotiations, and the like are expressly outside the
subject matter of this Agreement, are not merged into this Agreement, and remain the sole
responsibility of each Member, and not the Board of Trustees or the Pool.
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AGREEMENT
Pursuant to all applicable state and federal laws, this Membership Agreement and Bylaws of Better
Health Collective has been approved by the governing board of the undersigned party as evidence by
the signatures below.
PARTICIPATING MEMBER SOURCEWELL HEALTH BOARD OF TRUSTEES
Name of P rticipating Memb r
tom-.
Authorized signature Authorized Signature
.41 Pull eo!(
Name/Title Name/Title
9- 5' ;L_ 0 of a —
DATE
DATE
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