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HomeMy WebLinkAboutCAG2013-0593 - Original - Claudia Walker - Massage Therapy - 01/01/2013 v; +;R Records ManagementKENT Document WA9HINGTON ate CONTRACT COVER SHEET This is to be completed by the Contract Manager prior to submission to City Clerks Office. All portions are to be completed. If you have questions, please contact City Clerk's Office. Vendor Name: Vendor Number: JD Edwards Number Contract Number: /OKI3-O3$ This is assigned by City Clerk's Office Project Name: 1 Description: ❑ Interlocal Agreement ❑ Change Order ❑ Amendment ZContract ❑ Other: Contract Effective Date: L 3 Termination Date: 1 2C1. Contract Renewal Notice (Days): Number of days required notice for termination or renewal or amendment Contract Manager: Department: Detail: (i.e. address, location, parcel number, tax id, etc.): S Public\RecordsManagement\Forms\ContractCover\adcc7832 1 11/08 - - r ' KENT W A`v 1l i N G TON CONTRACTOR SERVICES AGREEMENT between the City of Kent and Claudia Walker THIS AGREEMENT is made between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and Claudia Walker organized under the laws of the State of Washington, located and doing business at 1004 E Laurel, Kent, WA,98030(hereinafter the "Contractor") I. DESCRIPTION OF WORK. Contractor shall perform the following services for the City: Description: Massage Therapy Start Time/Duration/Stop Time: 10:00am-12:00pm Day,Date,Year: Wednesday and Thursday,January I-December 31,2013 Event Location: Kent Senior Activity Center Contractor further represents that the services furnished under this Agreement will be performed in accordance with generally accepted professional practices in effect at the time those services are performed. II. COMPENSATION. The City shall pay Contractor the total sum of$24 00 per half hour appointments and $34 per hour appointments for the work to be performed under this Agreement, upon satisfactory completion of all services and requirements specified in this Agreement III. PRESS MATERIALS. Contractor agrees to provide where appropriate, at his or her own costs, complete press materials, including but not limited to black and white glossy photographs, biographic descriptions, and program materials, not less than six (6) weeks prior to the initial event date. All publicity and promotional materials released to the media by the Contractor shall credit the City of Kent for its support of the event or project IV. PERFORMANCE SPACE. The City agrees to furnish, at its sole cost and expense, a place of performance on the datc(s) and at the time(s) contained to Section I The City shall also provide ushers, house manager, and box office staff and any additional services and personnel as required, for the efficient operation of the engagement Other arrangements will be the responsibility of the City and Contractor as follows below Venue: Sound: Lights: Dressing Rooms: Technical Staff- V. I NDEPENDENT CONTRACTOR. The parties intend that an Independent Contractor-Employer Relationship will be created by this Agreement and that the Contractor has the ability to control and direct the performance and details of its work,the City being interested only in the results obtained under this Agreement CONTRACTOR SERVICES AGREEMENT- I (Under S10,000—Larger Organz:ation) V1. EVALUATION The Contractor shall have the authority to control and direct the performance and details of the contract work, the work must also meet the approval of the City and shall be subject to the City's general right of inspection and supervision to secure the satisfactory completion thereof Contractor agrees to cooperate in this evaluation process and to make available to the City all information required by such evaluation process Contractor agrees to comply with all federal, state and municipal laws, rules, and regulations that are or may in the future become applicable to Contractor or Contractor's business, equipment and personnel engaged in operations covered by this Agreement or accruing out of the performance of such operations VII. WORK PERFORMED AT CONTRACTOR'S RISK. Contractor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the contract work and shall utilize all protection necessary for that purpose. All work shall be done at Contractor's own risk, and Contractor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. VIII. INDEMNIFICATION. Contractor shall defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with the Contractor's performance of this Agreement, except for that portion of the injuries and damages caused by the City's negligence, including assertions that the use or transfer of any software, book, document, report, film, tape or sound reproduction delivered in accordance with this Agreement constitutes an infringement of any copyright, patent trademark, trade name, or otherwise results in unfair trade practices The City's inspection or acceptance of any of Contractor's work when completed shall not be grounds to avoid any of these covenants of indemnification The provisions of this section shall survive the expiration or termination of this Agreement. VIII. INSURANCE. The Contractor shall procure and maintain for the duration of this Agreement, insurance as described in Exhibit A, attached and incorporated by this reference. IX. USE OF CITY MATERIALS. Contractor shall not, without prior written approval and permission of the City, use participant roster or related program materials for any purpose outside this Agreement including, but not limited to, solicitation of participants for Contractor's use in competition with City programs X. DISCRIMINATION. In the hiring of employees for the performance of work under this Agreement or any subcontract, the Contractor, its subcontractors, or any person acting on behalf of the Contractor or subcontractor shall not, by reason of race, religion, color, sex, age, sexual orientation, national origin, or the presence of any sensory, mental, or physical disability, discriminate against any person who is qualified and available to perform the work to which the employment relates Contractor shall execute the attached City of Kent Equal Employment Opportunity Policy Declaration, Comply with City Administrative Policy 1 2, and upon completion of the contract work, file the attached Compliance Statement XI. TERMINATION AND BREACH. Either party may terminate this Agreement, with or without cause, upon providing the other party ninety (90) days written notice at its address set forth on the signature block of this Agreement All costs incurred by the City due to Contractor's failure to comply with the terms and conditions of this Agreement shall be the responsibility of the Contractor. The City may deduct its costs from any payments due to the Contractor or pro-rate the Agreement amount based upon the actual time of Contractor's performance compared to the contracted performance schedule XII. IMPOSSIBILITY OF PERFORMANCE. Outdoor performances are considered "rain or shine." In the event that extreme inclement weather renders an outdoor performance impossible, the City will attempt to arrange an alternate performance space and Contractor will employ its best efforts to provide the contract work in that alternate performance space The Contractor shall be under no liability for failure to perform in the event that such failure is caused by or due to acts or regulations of public authorities, civil tulmut, strike, epidemic or any other cause beyond the control of Contractor. In the event of a failure to perform as provided in this section, neither party shall be liable for the balance of the Agreement. CONTRACTOR SERVICES AGREEMENT-2 (Under SIO,000—Larger Organization) XIII. MISCELLANEOUS PROVISIONS. A. Recyclable Materials. Pursuant to Chapter 3 80 of the Kent City Code, the City requires its Contractors to use recycled and recyclable products whenever practicable A price preference may be available for any designated recycled product B Non-Waiver of Breach The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect C. Resolution of Disputes and Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of Washington if the parties are unable to settle any dispute, difference or claim arising from the parties' performance of this Agreement, the exclusive means of resolving that dispute, difference or claim, shall only be by filing suit exclusively under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative dispute resolution process In any claim or lawsuit for damages arising from the parties' performance of this Agreement, each party shall pay all its legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit, in addition to any other recovery or award provided by law; provided, however, nothing in this paragraph shall be construed to limit the City's right to indemnification under Section VIi of this Agreement. D. Written Notice. All communications regarding this Agreement shall be sent to the parties at the addresses listed on the signature page of the Agreement, unless notified to the contrary Any written notice hereunder shall become effective three (3) business days after the date of mailing by registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing E Assignment. Any assignment of this Agreement by either party without the written consent of the non- assigning party shall be void if the non-assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. F. Modification. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of the City and Contractor. G. Entire Agreement. The written provisions and terms of this Agreement, together with any Exhibits attached hereto, shall supersede all prior verbal statements of any officer or other representative of the City, and such statements shall not be effective or be construed as entering into or forming a part of or altering in any manner this Agreement. All of the above documents are hereby made a part of this Agreement. However, should any language in any of the Exhibits to this Agreement conflict with any language contained in this Agreement, the terms of this Agreement shall prevail H Compliance with Laws The Contractor agrees to comply with all federal, state, and municipal laws, rules, and regulations that are now effective or in the future become applicable to Contractor's business, equipment, and personnel engaged in operations covered by this Agreement or accruing out of the performance of those operations CONTRACTOR SERVICES AGREEMENT-3 (Under$10,000—Larger Organization) IN WITNESS,the parties below execute this Agreement,which shall become effective on the last date entered below. CONTRACTOR: CITY OF KENT: By- By: (signature) (signatu e Print Name C c,&Az) kA9 t &6A � M P Print Name- Lori Hoean Its Nl t s�4 C-� �RAC-TfT/oN672 Its Recreation Superintendant _ (Title) (title) DATE- rV 2v t3 DATE- NOTICES TO BE SENT TO: NOTICES TO BE SENT TO: CONTRACTOR: CITY OF KENT: Cindy Robinson-Parks Program Coordinator Kent Senior Activity Center City of Kent 220 Fourth Avenue South (telephone) Kent, WA 98012 (facsimile) (253) 856-5162 (telephone) (253) 856-6150 (facsimile) APPROVED AS TO FORM: Kent City Attorney P Krvil'IroRMR{ONiRACTA.reI.MOMp.1CwwFuOMmM.PVM.PMamwAO BIOVM�q[Arc CONTRACTOR SERVICES AGREEMENT-4 (Under$I0,000—Larger Organization) r' i r EXHIBIT A INSURANCE & INDEMNITY REQUIREMENTS FOR PARKS AGREEMENTS Insurance The Contractor shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Contractor, their agents, representatives, employees or subcontractors. A. Minimum Scope of Insurance Contractor shall obtain insurance of the types described below: 1. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises. operations, independent contractors, products-completed operations, personal injury and advertising injury, and liability assumed under an insured contract The Commercial General Liability insurance shall be endorsed to provide the Aggregate Per Project Endorsement ISO form CG 25 03 11 85 There shall be no endorsement or modification of the Commercial General Liability insurance for liability arising from explosion, collapse or underground property damage. The City shall be named as an insured under the Contractor's Commercial General Liability insurance policy with respect to the work performed for the City using ISO additional insured endorsement CG 20 10 11 85 or a substitute endorsement providing equivalent coverage. B. Minimum Amounts of Insurance Contractor shall maintain the following insurance limits: 1. Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $1,000,000 general aggregate and a $1,000,000 products-completed operations aggregate limit. C. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain the following provisions for Commercial General Liability insurance: 1. The Contractor's insurance coverage shall be primary insurance as respect the City. Any Insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with it. 2. The Contractor's insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. EXHIBIT A (Continued) 3. The City of Kent shall be named as an additional insured on all policies (except Professional Liability) as respects work performed by or on behalf of the contractor and a copy of the endorsement naming the City as additional insured shall be attached to the Certificate of Insurance The City reserves the right to receive a certified copy of all required insurance policies The Contractor's Commercial General Liability insurance shall also contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer's liability D. Acceptability of Insurers Insurance is to be placed with insurers with a current A M Best rating of not less than ANII. E. Verification of Coverage Contractor shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Contractor before commencement of the work. F. Subcontractors Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor All coverages for subcontractors shall be subject to all of the same insurance requirements as stated herein for the Contractor. ALLIED PROFESSIONALS INSURANCE COMPANY , A Risk Retention Group , Inc . tDAmerican Massage Council' Declarations to Claims Made Professional Liability Policy Named Insured/Certificate Holder Claudia Walker,L M.T. Member Policy No AP1M 697996 Master Policy APIC-AMC-1001 Preferred;Issued in CA 'blaster Policy Held By American Massage Council Professional Services Massage Claims Reporting Basis Claims Made Endorsement(s) M2001 (Massage) Premises Liability None Deductible None Exclusions As stated in Section V of Endorsement to Policy Territory United States—Subject to proper hcensmg in states where services are rendered(see Exclusion A 6) Professional Liability Policy Limits. $1,000,000 Each Claim/$3,000,000 Aggregate Covered Proceedings Limits Total Annual Cost Basis $ 99,00(Premium-$ 33 15,Policy Fee-$ 5,85,Membership Fee-$ 60 00,Install Chrg-$ 00) Premium Based On Annual Reporting Period Payment Plan- Annually Lapse Dates From. To: Retroactive Date. 1/30/2007 Policy Period From 1/30/2012 To 1/30/2013 Please direct all inquiries to your broker Phone- (All dates are at 12:01 a.m.at address of Named Insured. Unless renewed,coverage ends on the Expiration Date.) General: This Declarations Page identifies the person(s) named herein as a named insured under the terms and conditions of a policy issued to the members of the American Massage Council The terms and conditions of the policy apply to all members who hold a certificate of insurance. The terms and conditions of this certificate apply only to the person(s) named herein and the insurer The Retroactive Date listed above applies only to those attributes of coverage in place continuously since the inception of the Named Insured's Policy When changes to coverage are requested, including,but not limited to,changes in Limits,switching from Preferred to Elite,adding Professional Services, etc,such changes are effective retroactively only to the date the change was approved by the Company Coverage: Coverage is afforded to person(s) mined herein as Named Insureds according to the terms and conditions of the Policy to which this certificate refers No other nghts or conditions,except as specifically stated herein, are granted or inferred When your Claims Reporting Basis is "Claims Made", the Policy affords defense and damage coverage only for claims made against the Named Insured 1) ansing from the performance of Professional services rendered during the subsequent to the Retroactive Date, and 2) made against the Named Insured and reported to the Company during the Policy Period Please review the Policy carefully and discuss any questions regarding coverage with the insurance broker at(800)500 3930 Extended Coverage: If your Claims Reportmg Basis is"Claims Made"and the Policy is terminated either by you or the Company,you may apply for Extended Coverage so that you can submit claims after your Policy Period ends for incidents that occurred during your Policy Period An application for Extended Coverage must be received within thuty (30) days of termination of your Policy, unless otherwise modified by any applicable State Mandatory Endorsement attached hereto Notice: Report in writing within 48 hours any & all claims against you and any & all incidents that you believe may result in a claim agamst you, even if groundless,to American Massage Council, 1100 W,Town and Country Road, Suite 1400,Orange,CA 92868 Notice: This Policy is issued by your risk retention group Your risk retention group may not be subject to all of the insurance laws and regulations of your State State insurance insolvency guarantyy Rinds are not available for your risk retention group Countersigned by: Phirip Stump Authorized Representative ALLIED PROFESSIONALS INSURANCE COMPANY , A Risk Retention Group , Inc . P��RIc�'V s o 3 V LPGE C)C 2 Endorsement To Claims-Made Professional Liability Policy Additional Insured Named Insured/Certificate Holder- Claudia Walker,L.M.T. Certificate No(s)• APIM 697996 Name of Additional Insured(s): City of Kent f Separate Additional Insured Limits: None Annual Premium for Additional Insured. $ 10.00 (100%Fully earned at inception) Payable Annually Additional Insured Initial Effective Date: 1/30/2012 Additional Insured Current Effective Period: From. 1/30/2012 To: 1/30/2013 (Dates are at 12:01 a.m. at the Named Insured's address of record with the Company. Endorsements and any applications therefore are part of the Policy,and subject to the limits of liability, exclusions, conditions and other terms of the Policy.) Notice: Extended Coverage for Additional Insured and Named Inl ured. If coverage for the Additional Insured is terminated either by the Named Insured or the Company, Extended Coverage may be purchased so that the Additional Insured may be covered for claims involving a covered incident by the Named Insured that occurred during the period the Named Insured had Additional Insured coverage but where the claim was submitted after such coverage terminated Application must be received within 30 days of termination of Additional Insured coverage. (See Section VI of the Professional Liability Coverage Endorsement) However,the Extended Coverage for the Additional Insured does not cover the Named Insured and will apply only if the claim is reported during the Policy Period or Extended Coverage Period of the Named Insured Neither the Additional Insured nor the Named Insured will be covered for claims submitted after the termination of the Named Insured's Policy, if the Named Insured fails to purchase Extended Coverage for the Named Insured's Policy within them- (30) days of its termination, whether such policy termination takes place at the time of the termination of Additional Insured coverage or at a later date Notice: Automatic Termination. Coverage for the Additional Insured shall automatically terminate upon 1)termination of the Policy of the Named Insured, whether termination is by the Named Insured or by the Company, or 2) failure to pay full premium amounts for additional insured on or before due dates Countersigned by. Philip Stump Authorized Representative ®Allied Professionals Insurance Services,Inc All Rights Reserved,Rev 909108 Printed 1/18/2012 M4002 ALLIED PROFESSIONALS INSURANCE COMPANY, a RISK RETENTION GROUP, INC Professional Liability Insurance Policy Notice This policy is issued by your risk retention group Your risk retention group may not be subject to all of the insurance laws and regulations of your State State insurance insolvency guaranty funds are not available for your risk retention group Inconsideration of the payment of the premium, in reliance upon the statements made in the application for insurance provided under tlus Policy, and subject to the limits of Lability,exclusions,conditions,and other terms of this Policy,the Company and the Named Insured(as hereinafter defined)enter into the following contract for insurance POLICY CONDITIONS L DEFINITIONS days prior to the effective date of cancellation or non-renewal The[nailing of When used in Policy notice as aforesaid shall be sufficient proof of notice The time of surrender or A. Claim Reported-means a written notice filed by the Named Insured and the effective date and hour of cancellation or non-renewal stated in the notice received by the Company, or a written notice or a suit filed by a claimant or shall become the end of the policy period Delivery of such written notice either other person acting for the claimant and received by the Named Insured and by by the Named Insured or by the Company shall be equivalent to mailing If this the Company that alleges damages to an injured party from acts or omissions by Pohcy is cancelled,the Company will send the Named Insured a refund of any the Named Insured that are covered by this Policy; unearned premium, computed on a pro-rata basis, as soon as practicable B. Damages - means all damages including damages for death and for thereafter Payment or tender of unearned premium is not a condition of medical care resulting from injury The term"Damages" does not include any cancellation sums demanded or awarded as punitive or exemplary damages but does include IV.CLAIMS the sums expended defending the Named Insured from any claims, A. Incident Report Upon the happening of any incident reasonably likely to C. Injury-means bodily injury,sickness,or disease sustained by any person, involve this insurance, written notice containing information sufficient to D. Professional Corporation -means a professional corporation as defined identify the Named Insured,time,place,and circumstances of the event,and the in the Declarations, names and addresses of the injured and of available witnesses must be given by E. Named Insured - means the person or organization named in the or for the Named Insured to the Company within three(3)business days of the Declarations of this Policy, happening of any such event or as soon as practicable F. Incident-means any act or omission in performing professional services, B Notice of Claim or Sint. If a claun or suit is reported against the Named G. Professional Services-means services performed in the practice of the Insured based on an incident covered by this Policy, the Named Insured shall, professional specialty or services designated in the Declarations, witbin three(3)business days,by certified mail return receipt requested forward H. Sint-includes(1)a cross claun,and(2)an arbitration to which the Named to the Company every demand, nonce, summons, or other process received by Insured is required to submit or to which the Named Insured has submitted with him or her or by his or her representative Failure to give such notice,including the Company's consent but not limited to failure to give notice of a claim or action until after the Named H.POLICY PERIOD;PREMIUMS;AUDITS IL Insured has submitted to the jurisdiction of a court or until after judgment,shall A. Policy Period. The initial policy period of this Policy is stated in theconstitute a material breach of the Policy resulting in total loss of coverage for Declarations forming a part of this Policy Subject to the right of the Company such claim or action and shall constitute substantial and actual prejudice which to cancel this Policy in accordance with the provisions of the Cancellation adversely affects the rights of the Company, which bases its Policy and Condition,the Policy Period may be extended for successive periods by payment premiums on cost-containment methods of dispute resolution, mandatory of the required renewal premium,and any other amounts required as a condition arbitration,and settlement of such renewal, to the Company on or before the effective date of each C. Cooperation The Named Insured shall cooperate with the Company and, successive period The expiation date of such period shall be the end of the upon the Company's request,assist in making settlements in the conduct of suits policy penod. and other proceedings,and the Named Insured shall attend hearings and trials B. Premium All premiums and other charges for this Policy shall be and assist in securing and giving evidence and obtaining the attendance of computed in accordance with the Company's rules, rates, rating plans, witnesses The Named Insured shall not,except at his or her own cost, premiums, and minimum premiums applicable to the insurance afforded herein voluntarily make any payment or assume any obhgation without the consent of and in effect with respect to the period for which premiums are due the Company All premiums and other charges for this Policy are payable in advance to the V GENERAL CONDITIONS Company or its authorized representative The first payment is due at mception A. Abide by Terms. The Named Insured specifically agrees to abide by the of the Pohcy Each renewal payment is due on or before the expiration of the terms and conditions of this Policy and by all rules and regulations of the period for which the preceding payment was paid Any payment not paid on or Company relating to the conduct of the Named Insured's professional practice before its due date will be in default B. Action Against the Company No action shall lie against the Company, C. Inspection and Audit The Company may examine,audit,and inspect the its Agents,Employees,Brokers,or the Master Pohcy Holder unless the action is Named Insureds property, business operations,books, and records at any time commenced within one ll)year from the earlier of the date of loss or damage to during the policy period and renewals thereof within three (3) years after the the named Insured,or the date that the Company sends a letter denying coverage final termination of this Pohcy,as far as they relate to the subject matter of this on a claim Additionally, as conditions precedent to any such actions, 1)there insurance The Company is not required to make such inspections and audits shall have been full compliance with all of the provisions of this Policy,and 2) and does not guarantee that the Named insured's operations are safe or that they the amount of the Named Insured's obligation to pay shall have been finally conform to any laws,rules,or regulation determined either by judgment against the Named Insured after actual arbitration III CANCELLATION&NON-RENEWAL or trial or by written agreement of the Named Insured, the claimant and the A. Cancellation or Non-Renewal. The Named Insured may cancel this Company Policy by surrender thereof to the Company or any of its authorized agents,by C Arbitration All disputes or claims involving the Company shall be mailing to the Company,written notice stating when thereafter the cancellation resolved by bindmg arbitration,whether such dispute or claim arises between shall be effective The Company may cancel or non-renew this Policy by the parties to this Pohcy, or between the Company and any person or entity mailing to the Named Insured at his or her latest address shown on the Company who is not a party to the Policy but is claiming rights either under the Policy records, wntten notice stating when, not less than thirty (30) days thereafter, or against the Company This provision is intended to, and shall, encompass such cancellation or non-renewal shall be effective, unless cancellation is for the widest possible scope of disputes or claims, including any issues a)with nonpayment of premium in which case such notice will be not less than ten(10) respect to any of the terms or provisions of this Policy, or b)with respect to the performance of any of the parties to the Pohcy, or c)with respect to any C Allied Professionals Insurance Services,Inc All Rights Reserved,Rev 72/10 Page 1 of 2 M2001 other issue or matter, whether in contract or tort, or in law or equity Any M. Consent Form and Arbitration Form Required as a Condition of person or entity asserting such dispute or claim must submit the matter to Coverage Except when"Preferred"is indicated in the Declarations,it shall be binding arbitration with the American Arbitration Association, under the a condition precedent to The Companys obligations under this Policy that the Commercial Arbitration Rules of the American Arbitration -.ssociation then Named Insured shall have obtained 1) a written consent to treatment, and 2)a in effect, by a single arbitrator in good standing If the person or entity written consent to mandatory binding arbitration from each patient or each asserting the dispute or claim refuses to arbitrate,then any other party,may, patient's legal representative prior to the commencement of the treatment or by notice as herein provided, require that the dispute be submitted to procedure mving rise to the injury Execution of these consents after arbitration within fifteen(15)days All procedures,methods,and rights with commencement of treatment shall not satisfy this condition Evidence of these respect to the right to compel arbitration pursuant to this Article shall be consents shall have been recorded on a permanent document whose general form governed by the Federal Arbitration Act The arbitration shall occur in and content shall have been approved by the Company prior to its use The Orange County,California The laws of the State of California shall apply to Company shall have the right, in its sole discretion, to approve or reject any any substantive, evidentiary or discovery issues Any questions as to proposed form and the Company shall not be liable for the cost of furnishing or arbitrability of any dispute or claim shall be decided by the arbitrator If any providing any such form to any Named Insured For the purpose of complying parry seeks a court order compelling arbitration under this provision, the with this Article V, Section M,documents identical in form and content to the prevailing party in such motion, petition or other proceeding to compel consent forms attached shall be deemed to be acceptable to the Company The arbitration shall recover all reasonable legal fees and costs incurred thereby Named Insured shall make copies of such consents available to the Company and in any subsequent appeal,and in any action to collect the fees and costs upon request The Named Insured is excused from complying with the A judgment shall be entered upon the arbitration award in the U S District provisions of dus Article V,Section M when Court,Central District of California,or if that court lacks jurisdiction,then in (1) Either, (a)care is being rendered to patient on an emergency basis where the Superior Court of California,County of Orange there is not sufficient time to obtain such consents,and the Named Insured D. Application Warranty The Named Insured warrants that he or she has makes reasonable efforts to obtain such consents after such emergency made true, correct, and full answers to all questions propounded to hum or her treatment is rendered, or (b) the Named Insured is specifically excused upon the application of insurance coverage and agrees to provide the Company from obtaining such consents pursuant to written endorsement to the with full and correct answers to any other questions related to his or her Policy, and competence or financial ability as shall be reasonably propounded to him or her (2) The Named Insured informs the Company in writing by certified mad, by the Company return receipt requested,within five(5) days of rendering such care,that E. Breach of Policy. Breach by the Named Insured or any person covered by treatment was rendered to a patient without such consents being obtained. this Policy of any of the conditions of this Policy shall subject the Named N Territory. This Policy affords coverage for Professional Services Insured to termination at the instance of the Company and upon thirty(30)days rendered only in the State(s)set forth in the Declarations written notice O Captions. Captions or headings in this Policy are inserted only as a matter F Change of Address The Named Insured will keep the Company apprised of convenience and for reference and shall not be deemed to define, Imnt, of his or her current addresses,both business and residential,and will report in enlarge,or describe the scope of this policy or the relationship of the parties and writing any change of address within ten(10)days shall not affect the Policy or the construction of any provisions herem G. Changes. Notice to any agent or knowledge possessed by any agent or by P. Endorsements. Any endorsements to this Policy are part of this Policy, any other person shall not effect a waiver or a change in any part of this Policy and all the conditions and terms of this Policy shall apply to such endorsements or bar the Company from asserting any right under the terms of this Policy-,nor Q Settlements The Company may settle any claim without the Named shall the terms of this Policy be waived or changed, except by endorsement Insured's consent, unless the Named Insured 1) Objects to the proposed issued to form a part this Policy by an authorized representative of the Company ♦ settlement, 2) Requests that the amount of the proposed settlement be paid H. Assignment. Assignment by the Named Insured of his or her interest directly to the Named Insured by the Company,and 3)Agrees to take over the defense of the claim at the Named Insured's sole expense If the Named under this Policy shall not bind the Company until its consent is endorsed Insured makes such an election, then upon payment by the Company to the hereon, if however,the Named Insured shall die,such insurance as is afforded Named Insured of the proposed settlement amount, the Company shall have by this Policy shall apply to the Named Insured's legal representative, as the no further obligation of any kind to further defend or mdemmfy the Named Named Insured, but only while acting within the scope of his or her duties as Insured with regard to such claim such R. Choice of Law Except as provided in Article V,Section C,this Policy I. Other Insurance. If the Named Insured has other valid and collectible and the rights of the parties hereunder shall be governed by and construed in insurance available,the insurance afforded by this Policy shall be secondary and accordance with the laws of the State of California, including all matters of shall not apply unless and until the limits of liability of such other insurance construction,validity,performance,and enforcement without giving effect to have been exhausted the principles of conflict of laws S. No Intended Third Party Beneficiaries The parties to this Policy agree J Subrogation. In the event of any payment under this Policy,the Company that there are no intended third parry beneficiaries by or under this Policy shall be subrogated to all the Named Insured's rights of recovery against any unless such person or entity is specifically identified by name m this Policy person or organization, and the Named Insured shall execute and deliver instruments and papers and do whatever else is necessary to secure such rights The Named Insured shall do nothing after loss to prejudice such rights The Company reserves the right to make counter-claims and to bring suit against persons making frivolous claims against the Named Insured The Named Insured hereby grants that right to The Company and acknowledges that any award resulting from such counter-claim or suit shall be the property of the Company K Non-Assessabihty This Policy is non-assessable L. Special Statutes. Any and all provisions of this Policy which are in conflict with statutes of the State wherein this Policy is issued are understood, declared, and acclaimed by the Company to be amended to conform to such statutes IN WITNESS 1AIIEREOF,the Company has caused this Policy to be signed by its authorized representative(s),but the same shall not be binding unless countersigned by a duly authorized representative of the Company on the Declarations page By /'-), j Authorized Representative Page 2 of 2 M2001 ` ALLIED PROFESSIONALS INSURANCE COMPANY, a RISK RETENTION GROUP, INC Massage Professional Coverage Endorsement This Is A Claims Made Form — Please Read It Carefully In consideration of the payment of prermum,in reliance upon the statements made in the application for insurance provided under the Policy and this Endorsement,and subject to all of the terms of the Policy including this Endorsement to the Policy,the Company agrees with the Named Insured as follows I. INSURING AGREEAfENTS condition("Other Health Provider"),unless such person is specifically listed in A Professional Liability The Company shall pay on behalf of the Named the Declarations of this Policy as a Named Insured Insured all sums which the Named Insured shall become legally obligated to pay B. Tlus Policy does afford coverage within the applicable hunts to the as damages because of any clams reported against the Named Insured for injury following persons for whose acts or onussions the Named Insured is legally arising out of the rendering of or failure to render,during the Policy Period as set responsible but only to the extent of the Named Insured's liability for the acts of forth in the Declarations (the 'Policy Period"), Professional Services (also these persons in connection with the rendering or failing to render Professional referred to as Massage Therapy), defined as pressing, kneading, squeezing,or Services,subject to all the same terms,conditions, and exclusions that apply to rubbing by physical pressure from the hand, elbow, arm and or foot ordy, the Named Insured directly,without the use of any mechanical or electrical methods of any type, 1) 1. The Named Insured, by the Named Insured or 2) by any person for whose acts or omissions the 2. If the Named Insured practices his or her profession as a professional Named Insured is legally responsible(as described in Article III hereof), and 3) corporation which employs no Other Health Provider and as long as all other only if such claim is first made and is reported to the Company during the shareholders, officers, and directors of said corporation (and all present and Policy Period future massage therapists employed by the Named Insured or said corporation) B Defend Claun. The Company shall have the tight and duty to defend each are also insured by the Company,and if coverage for a professional corporation covered claim reported against a Named Insured during the Policy Period,even is indicated in the Declarations, the professional corporation and any other if any of the allegations of the claim or suit are groundless,false,or fraudulent officer or director thereof with respect to covered incidents by the Named (except as excluded by this Policy) and the Company may make such Insured or such employed massage therapists listed in the Declarations, investigation and make settlement of any claim reported as it deems expedient C. This Policy does afford coverage within the applicable Imuts and subject to The Company's costs of providing such a defense shall be included in the all the same terms,conditions,and exclusions that apply to the Named Insured to computation of the Named Insured's Imuts of Lability The Company shall not any additional insured listed in the Declarations for the period therein indicated be liable for the cost of legal services by any personal attorney selected by the but in no event later than the termination of the Named Insured's Policy but only Named Insured without the written consent of the Company for a covered incident by the Named Insured at the office(s) or chmc(s) of, C. Supplementary Payments. The Company will pay, in addition to the owned oy or shared by the additional insured applicable limit of liability IV. LIMITS OF LIABILITY 1. Expenses. Alt costs assessed against the Named Insured in any suit defended by the Company and,with respect to any judgment,all interest on the A. The limit of liability stated in the Declarations as applicable to"Each Claim" entire amount of such judgment that accrues before the Company has paid or is the limit of the Company's liability for loss resulting from any one ctaun or tendered or deposited in court that part of the judgment that does not exceed the suit or all claims or suits because of injury or damages (and the cost of limit of the Company's liability thereof,and defending against same)to any one person or entity for all acts arising out of the 2 Bonds. Premiums on appeal bonds required in any suit to which this Policy i rendering of,or failure to render,Professional Services upon which the claims or applies,and to furnish such appeal bonds necessary to appeal such scot up to the suits are based Two or more claims arising out of a single act, error, or Company's limit of liability,but without any obligation to apply for or furnish a omission or a series of related acts, errors, or ormssions shall be treated as a bond in excess of such hmrt of liability, and premiums on bonds to release single claun and attachments in any such suit for an amount not in excess of the applicable limit B. The Imut of Inability stated in the Declarations as"Aggregate" is,subject to of liability of the Company the provisions of Article IV,Section A,respecting"Each Claim,"the total limit 3. Loss of Earnings. The Company will pay up to $500 per day for loss of of the Company's liability for all claum reported during the Policy Period earnings, up to a maximum of$10,000 per suit, if the Named Insured is away C. Such limits of liability shall apply separately to each Named Insured only from their practice at the Company's request to help defend a slut when so indicated in the Declarations,except the inclusion of more than one(1) 4. Medical Expense Coverage. We will pay all medical expenses incurred,except Named Insured or the inclusion of shareholders, officers, directors, employees, for those incurred for services rendered by you,due to an accident,regardless of fault, or agents of the Named Insured in any one (1) claim shall not increase the for which the Named Insured becomes liable, other than as a consequence of Company's liability applicable to "Each Claim" as set forth in Article IV, rendering or failing to render Professional Services,up to a maximum of 55,000 per Section A Where limits of liability at the time of an incident or injury are not accident,and per Policy Period,irrespective of bow many such claims are asserted in identical to limits of liability at the time the claim is made or reported,the limits a Policy Period. of liability at the time of the incident or injury shall apply II. PERIOD OF COVERAGE V EXCLUSIONS The Company shall not have any obligations under the above Insuring A. No Defense or Payment of Damages. This Policy does not apply to Agreements if a claim reported against a Named Insured during the Policy defense or payment of damages for any claim arising out of the following Period is based on an incident prior to the Policy Period stated in the 1. Excluded Professional Services. Any claim arising out of any Professional Declarations of this Policy or in the Declarations of an earlier dated policy Service listed below issued by the Company of which this Policy is a renewal or replacement This a Treatment or reduction of any fracture, insurance applies only to Professional Services rendered or which should have b Practice of medicine, been rendered during the Policy Period stated in the Declarations or in the c The failure of the Named Insured to diagnose or treat any condition, Declarations of an earlier dated policy issued by the Company of which this d The failure of the Named Insured to refer a client to any healthcare Policy is a renewal or replacement and then only of a clairn is first reported provider for treatment of any condition, during the Policy Period e Practice of obstetrics or gynecology,including the delivery of babies,or care of newbom infants until they are fourteen(14)days old, III. PERSONS INSURED f Colonic irrigations,Dehydration of hemorrhoids, A This Policy does not afford coverage for any act or onussion of any other g The failure of the Named Insured to exercise professional standards of health care prow der, including, but not limited to, any physician, surgeon, care while utilizing any modality of treatment other than Professional podiatrist, nuise, anesthetist, chiropractor, acupuncturist, physical therapist, Services,as defined in Article I,Section A, massage therapist, or any person licensed, certified or registered under any h Treatment of cancer,epilepsy,or acquired mini.une deficiency syndrome, health professions statute,or who recommends any type of service,treatment,or i Magnetic therapy,gemstone therapy meridian therapy,stressology, procedure to maintain, diagnose, or treat any person's physical or mental internal coccyx adjustment,and use of the Tofiness deuce, j Use of x-ray, ®Allied Professionals Insurance Services,Inc A11 Rights Reserved Rev 10M/11 Page 1 of 2 M2002 k Use of microwave radium,fever therapy, 19 Owned or Non-owned Motor Velucles. Any claim arising from the use of 1 Practice of acupuncture,or an owned or non-owned motor vehicle by the Named Insured or any shareholder; in Practice of chiropractic officer,director,employee,partner,or agent of the Named Insured, 2 Activities Outside the Legal Scope of Practice Any claim arising out of a 20 Other Activities Any claim ansmg from statements, acts or ommssions by procedure performed that is outside the legal scope of massage practice in the the Named Insured or its employees or agents or any other person alleged to be State(s)in which the service is rendered, in connection with or related to the prevention or suppression of any of the 3. Drugs or Surgery Any injury ansmg out of the use, administration, or following mterfe_ence with contract, violations of state and/or federal antitrust prescription of any drug or pharmaceutical for the treatment of human beings or or deceptive advertising laws, false arrest detention or imprisonment, ansmg out of the performance of any procedure involving the cutting or interference with a person's right to occupy his or her property undisturbed, penetration of human tissue, including wrongful entry and wrongful eviction, products liability, malicious 4 Breach of Application Warranty—Any claim where the Named Insured prosecution, any injury ansing out of the writing of an article or paper for any violated General Condition Article V, Section D, of the Policy by failing to publication, libel, slander, trade libel, trade slander, harming a person's disclose the possibility of such claim. This exclusion applies only to such reputation or violating a person's right of privacy, any injury or loss caused undisclosed potential claim directly or indirectly by nuclear reaction,radiation,or radioactive contamination, 5. Collection Suits. Any claim ansmg as a counter-claim by a person who whether controlled,uncontrolled,or accidental in nature or however caused,or was sued for professional fees Collection suits tnggermg this exclusion any consequence of any of these.any injury or loss relating directly or indirectly include, but are not limited to, those collections suits filed by a collection to the Named Insured's actions as the employer of any claimant,discrimination, agency Any claim made subsequent to a collection suit shall be presumed to be conversion, interference with prospective advantage,unfair competition, unfair in response to the collection s,ut and to be in the nature of a counter-claim and, trade and/or business practices,misappropriation of trade secrets,conspiracy to therefore,shall be within this exclusion do any unlawful or tortuous act, abuse of process, intentional or negligent 6. Failure to Obtain Certificate of Insurance. Any claim against the Named inflection of emotional distress, negligent misrepresentation, fraud, any other Insured that involves,among others,any health care practitioner with whom the intentional tort(even if such activities are related to a Named Insured's rendering Named Insured currently or to the future 1)is a partner,2) an employee,3)an of or failure to render Professional Services), or any injury from any act or any independent contractor,or 4)shares office space,where the Named Insured has omission to the extent that such injury is not attributable to the rendering or failed to procure for the Company, automatically and without request, a current failure to render Professional Services, certificate of insurance from the professional habdity insurer of such health care 21.Research Subject Any claim by any person who has ever been a research provider, which provides that the Master Policy Holder named on the subject of the Named Insured or who was ever solicited to be a research subject Declarations of this Policy receive ongoing notification of the status and any of the Named Insured cancellation of such health care provider's professional liability insurance, B. No payment of Punitive Damages (Defense Only) This Policy will 7. No Active License. Any act or omission if at the time of such act or provide a defense only, but does not provide any payment of punitive or omission, the Named Insured did not hold a current,active license, as required exemplary damages by the State(s)in which the act or omission occurred,to practice the profession VI. EXTENDED COVERAGE listed in the Declarations, If coverage terminates under this Pohcy, the Named Insured(and the Named 8. IntoxicantslNarcotics or Drugs Any claim ansmg from a service Insured's professional corporation and/or additional insured,but only if named in rendered, or which should have been rendered and was not, while the Named the Declarations of this Policy) shall have the right upon payment of an Insured or its employee or agent is under the influence of intoxicants,narcotics, additional amount (to be computed in accordance with The Company's rules, or drugs, rating plans,and premiums applicable)to purchase within thirty(30)days from 9. Sex Act. Any claim arising out of any sexual act, or acts,performed or the termination date of this Policy (or in the case of said corporation or alleged to have been performed by the Named Insured or an employee or agent ` additional insured thirty (30) days from the termination of coverage for said of the Named Insured professional corporation or additional insured)Extended Coverage providing an 10. Criminal Act. Any claun ansmg from an alleged criminal act,or any act additional reporting period in which claims otherwise covered by this Policy allegedly committed while in violation of any law or ordinance, may be reported, except that Extended Coverage purchased by or for said 11 Workers Compensation Any injury arising out of any obligation for professional corporation and/or said additional insured will apply 1)only to an which a Named Insured or an insurer has been or may be held liable under incident by a Named Insured,2)only if such incident occurred during the Policy Workers' Compensation,Unemployment Compensation, Disability Benefits,or Period and was reported during the Policy Period or Extended Coverage Period any similar law, of said Named Insured, and 3)only if such incident occurred during the period 12 Guaranteed Results. Any claim arising from guaranteeing the results of of coverage for said professional corporation and/or additional insured for services of the Named Insured or its employees or agent, incidents by said Named Insured If the Company cancels or non-renews this 13.Peer Review Activities. Any claim ansmg from participation on a peer Policy for any reason other than the request of the Named Insured or non- review committee, including, but not limited to, peer review committees of a payment of premium,the Named Insured shall automatically have an additional hospital,trade association,or professional standards review organization, reporting period of thirty (30) days from the termination date of coverage in14.Officers' and Directors'Liability Any injury arising out of the rendering which claims otherwise covered by this Policy may be reported of or failure to render Professional Services by any other person for whose acts or omissions the Named Insured may be held liable as a member, partner, officer,director, or shareholder of any professional partnership, association,or corporation that is not listed in the Declarations as being insured by this Policy; 15 Proprietors. Any liability of the Named Insured as a proprietor, medical director, superintendent, admmmstrator, or executive officer of any hospital, sanitarium, surgicenter, clout with bed and board facilities, skilled nursing facility,convalescent hospital,laboratory,or business enterprise, 16 Employed Massage Practitioners Any injury from the acts or omissions of any employed massage practitioner who is not a named insured 17.Assumed Liability Any liability assumed by the Named Insured,including liability due to breach of contract or assumed by a Named Insured under oral or written contract or agreement or Lability resulting from factual admissions by the Named Insured, 18 Government Employment Any injury from the acts or omissions of Named Insured or its employees or agents while employed by the United States Government or any other governmental or public entity, By l y Authorized Representative Page 2 of 2 M2002 American ' Massage Council,µ January 18, 2012 Claudia Walker, L.M T. 1004 E Laurel Street Kent, WA 98030 Dear Claudia Walker, L.M T.: This is to confirm receipt of your recent premium payment for malpractice in confirm that your coverage has been renewed and is in force as of 1/30/2012. Enclosed please find your malpractice insurance policy, along with endorsements. If we can be of assistance or answer any questions for you, I call at: AMERICAN MASSAGE COUNCIL 800-500-3930 Thank you for your continuing participation in the American Massage Council 1100 W.Town &Country Rd Suite 1400 • Orange CA 92868 • 800 500-3930 • 714 5 www massagecounal com