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HomeMy WebLinkAboutSTRIVE WELL-BEING, INC.INSURANCE NOT ON FILE N-2023-019 WORK MAY NOT PROCEED CLERK OF COUNCIL STRIVE WELL-BEING, INC. DATE JAN 2 4 2020 FITNESS AND WELLNESS SERVICES AGREEMENT ("Agreement") Agreement This is an Agreement between Strive Well -Being, Inc., a California corporation ("Strive'), and City of Santa Ana ("CSA"), for Strive to provide fitness and wellness related services ("Services") to CSA. Strive's contact information is as follows: - I iaL�ori �) ( 5920 Friars Road, Suite 204 San Diego, CA 92108 Contact 1: Stephen Riesgraf, Client Operations Lead Office: (619) 684-5700 x 301 Cell Phone: (951) 719-6185 Email: Stephen@Strive2Bfit.com City of Santa Ana's contact information is as follows: 20 Civic Center Plaza Santa Ana, CA 92701 Contact 1: Lori Schnaider, HR Operations Manager Office: (714) 647-6967 Email: Lschnaider@santa-ana.org Contact 2: James Murray, Benefits and Wellness Manager Office: (714) 647-5371 Email: JMurrav@santa-ana.org Terms & Conditions 1. Description of Services: Strive shall provide weekly recurring fitness classes (Yoga, Zumba, Boot Camp, Fitness, etc.), and other fitness and wellness related services. Classes initially will be provided onsite at client's facilities. CSA shall determine the Class numbers, sizes, and frequencies. The schedule for implementation of Services will be determined mutually by Strive and CSA. 2. Agreement Term: The term of this Agreement is from January 30, 2023 through December 31, 2023. The Agreement will renew automatically for the same term until canceled by either party for any reason. Strive shall perform the Services in accordance with the best professional standards within its industry and shall execute the Services with all due care, skill, and diligence. All Strive personnel shall be certified and/or licensed as required by industry standards and applicable laws and regulations. 3. Cost: All services requested will be billed in accordance with the attached unit pricing schedule Page 1 of 6 STRIVE WELL-BEING, INC. FITNESS AND WELLNESS SERVICES AGREEMENT ("Agreement") (Exhibit A) that is subject to annual rate increases accepted by CSA. 4. Payment: Strive shall submit advanced Invoices to CSA or designated third parties for pre -payment of services anticipated and will provide monthly reconciliation (do -not -pay) invoices to document expenditures for services rendered along with the remaining balance for any prepaid invoices. 5. Acknowledgment of Independent Contractor: Strive shall independently determine the means and methods of providing its Services. The parties' relationship under this Agreement is that of Independent contractors. Nothing in this Agreement shall be construed to imply a joint venture, partnership, employment, or agency relationship between the parties hereto. Strive acknowledges and agrees that CSA will not provide Strive with any employee benefits and that income tax, payroll tax, and any other withholding is solely the responsibility of Strive, against which Strive agrees to indemnify CSA and hold it harmless. Additionally, neither party shall be liable for the debts, obligations, or responsibilities of the other party, and neither party shall have the right or authority to assume or create any obligation or responsibility, whether express or implied, on behalf of or in the name of the other party or to bind the other party in any manner. 6. Termination of Agreement between Strive and CSA: CSA may terminate this Agreement at anytime upon seven (7) days advance written notice in the form of either an electronic mail or via certified mail (Return Receipt Requested). Liquidated damages shall not be allowed under this Agreement. 7. Liability Release: Participants in any physical activity programs provided by Strive shall be required to provide an electronic acceptance of an acknowledgment of risk and liability waiver (see Exhibit B). 8. Indemnification: Strive shall fully indemnify, defend, hold harmless and release CSA, CSA employees, any related entities or other authorized agents, including independent contractors, from any and all liability, claims and/or litigation or other actions that Strive or its instructors or other personnel may cause or have for injuries, disability or death or other damages of any kind, including but not limited to, costs and expenses (including attorneys' fees and expenses, interest payments, governmental and regulatory fines, taxes, penalties, and other financial obligations) direct, special, incidental, indirect, punitive or consequential damages, whether arising in tort, contract, breach of warranty or arising out of the provision of these Services, including but not limited to, exercise or physical activities, except to the extent caused by the negligence or fault of CSA, its employees, any related entities or other authorized agents, including CWs independent contractors, other than Strive. 9. Heirs and Successors/Assignment: This Agreement will be binding on and will inure to the benefit of the parties hereto and their respective heirs, successors and permitted assigns. Strive shall not, however, assign, convey, subcontract or otherwise transfer this Agreement or any of its rights and obligations hereunder Page 2 of 6 STRIVE WELL-BEING, INC. FITNESS AND WELLNESS SERVICES AGREEMENT ("Agreement") without CSA prior written consent, and any purported assignment, conveyance or transfer without such consent will be null and void. 10.Insurance: Prior to undertaking performance of work under this Agreement, Strive shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder and the results of that work by Strive, their agents, representatives, employees or subcontractors. a. Minimum Scope and Limit of Insurance (1) Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregatelimit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. (2) Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if Strive has no owned autos, hired, (Code 8) and non -owned autos (Code 9), with a limit no less than $1,000,000 per accident for bodily injury and property damage. (3) Workers' Compensation: as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. (4) Broader Coverage: if Strive maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Strive. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. b. Other Insurance Provisions (1) Additional Insured Status: The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of Strive including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to Strive's insurance (at least as broad as ISO Form CG 20 101185 or if notavailable, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 2037 if a later edition is used). Page 3 of 6 STRIVE WELL-BEING, INC. FITNESS AND WELLNESS SERVICES AGREEMENT ("Agreement") (2) Primary Coverage: For any claims related to this contract, Strive's insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of Strive's insurance and shall not contribute with it. (3) Notice of Cancellation: Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City. (4) Waiver of Subrogation: Strive hereby grants to City a waiver of any right to subrogation that any insurer of said Strive may acquire against the City by virtue of the payment of any loss under such insurance. Strive agrees to obtain any endorsement that may be necessary to affect this waiverof subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. (5) Self -Insured Retentions: Self -insured retentions must be declared to and approved bythe City. The City may require Strive to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the named insured or City. (6) Acceptability of Insurers: Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City. (7) Claims Made Policies: If any of the required policies provide claims -made coverage: i. The Retroactive Date must be shown, and must be before the date of the contract or the beginning of contract work. ii. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. iii. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a Retroactive Date prior to the contract effective date, Strive must purchase "extended reporting" coverage for a minimum of five (5) years after completion of work. (8) Verification of Coverage: Strive shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage requiredby this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City before work begins. However, failure to obtain the required Page 4 of 6 STRIVE WELL-BEING, INC. FITNESS AND WELLNESS SERVICES AGREEMENT ("Agreement") documents prior to the work beginnings hall not waive Strive's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. (9) Subcontractors: Strive shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Strive shall ensure that City is an additional insured on insurance required from subcontractors. (10) Special Risks or Circumstances: City reserves the right to modify these requirements, including limits, based on the nature of therisk, prior experience, insurer, coverage, or other special circumstances. 11. Enforceability: If any provision of this Agreement is deemed non -enforceable, the remaining provisions or parts thereof shall remain in full effect. 12. Counterparts: This Agreement may be executed in counterparts, any one of which need not contain the signature of more than one party, but all of which, together, shall comprise one and the same agreement. Electronic Mail, Facsimile or PDF copies of signatures to this may be relied upon as an original. 13. Governing Law This Agreement shall be governed and enforced in accordance with the laws of the State of California. [signature page to follow] Page 5 of 6 STRIVE WELL-BEING, INC. FITNESS AND WELLNESS SERVICES AGREEMENT ("Agreement') EXECUTED ON this A) Day of January, 2023 by: ATTEST: Norma Orozco Acting Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney STRIVE WELL-BEING INC. By: Amit Sangani, President CITY OF SANTA ANA Kristine Ridge City Manager RECOMMENDED FOR APPROVAL: randon Salvatierra P�l Jason Motsick Deputy City Attorney Executive Director Human Resources Agency Page 6 of 6 EXHIBIT A /a Strive Well -Being Inc. qC 2022 Unit Pricing Schedule Services Offered Classes (all modalities, no equipment)*: Unit Price Onsite & Virtual Classes • Weekly recurring, minimum 24 weeks $145 • Weekly recurring, minimum 12 weeks $175 • Short-term, minimum 8 weeks $225 • One-off events, no minimum (instructor only) $275 Note • All classes except one-off events include: coordination, online enrollment system, electronic liability waiver management, and monthly data reporting for enrollment/participation Educational Seminars/Workshops: Onsite (offering availability varies by geographical region) $750 Virtual Up to 300 participants $750 Up to 1,000 pa rtci pa nts $1,650 Edited recording $1,250 Healthy Cooking Demos: Onsite (offering availability varies by geographical region) $1,500 Virtual Up to 300 participants $750 Up to 1,000 partcipants $1,650 Health/Fitness/Nutritional Coaching (prescheduled): Onsite -up to 3 participants per hour, minimum 3-hour commitment per event $175/h Virtual - up to 3 participants per hour, billed in whole hour increments $145/h Health Coaching Platform - monthly $500 Specialty Reporting/Wellness Consulting/ Program Management Services Senior Consultant $175/h Junior Consultant $145/h Wellness Program Coordinator $95/h Program Administrator $75/h Onsite Chair Massages - up to 5 participants, minimum 3-hour commitment per event $145/h Virtual Health Fairs $2,500 Functional Fitness Equipment Package Optional onsite fitness equipment package - for up to 12 participants: includes bands, light weights $1,500 disks, fitness mats, Pilates rings, etc., and 50-gallon lockable tote EXHIBIT B EXHIBIT B -RISK AND LIABILITY RELEASE 1. Participant's Acknowledge me nt& Assumption of Risk Participant acknowledges that the services provided by Strive Well -Being, Inc. (Strive) online or at Participant's place of employment or residence include participation in strenuous physical activities, including, but not limited to aerobic dance, weight training, stationary bicycling, and various aerobic conditioning machinery (the "Physical Activities"). Participant acknowledges that these Physical activities involve the inherent risk of physical injuries or other damages, including, but not limited to, heart attacks, death, muscle strains, pulls ortears, broken bones, shin splints, heat prostration, knee/lower back/foot injuries and any other illness, soreness, or injury however caused, occurring during or after Participant's participation in the Physical Activities. Participant further acknowledges that such risks include, but are not limited to injuries caused by the negligence of the Strive Well -Being, Inc. or other person, defective or improperly used equipment, over -exertion of Participant, slip, trips or falls by Participant, or an unknown health problem of Participant. Except for negligence, the participant agrees to assume all risk and responsibility involved with Participant's participation in the Physical Activities. Participant affirms that Participant is in good physical condition and does not suffer from any disability that would or may prevent or limit participation in the Physical Activities. Participant acknowledges participation will be physically and mentally challenging and Participant agrees that it is the responsibility of Participant to seek competent medical or other professional advice, regarding any concerns or questions involved with the ability of Participant to take part in the Physical Activities. By executing this document, Participant asserts that Participant is capable of participating in the Physical Activities. Participant agrees to assume all risk and responsibility for Participant's exceeding his or her physical or mental limits. 2. Release and Limitation of Liability Participant, his or her heirs, assigns and next of kin, agree to fully release the City of Santa Ana, Strive Well -Being, Inc., Strive Well -Being, Inc. employees, any related entities or other authorized agents, including independent contractors, from any and all liability, claims and/or litigation or other actions that Participant may have for injuries, disability or death or other damages of any kind, including but not limited to, direct, special, incidental, indirect, punitive or consequential damages, whether arising in tort, contract, breach of warranty or arising out of participation in the Services, including but not limited to, the Physical Activities. ** Electronic Acceptance NOTICE OF COMPLIANCE CITY STAFF: PRINT THIS PAGE AND INCLUDE WITH AGREEMENT TO THE CLERK OF THE COUNCIL Contractor STRIVE WELL-BEING, INC. Name: Project N-2023-019 Number: Project N-2023-019 Name: The Certificate of Insurance (COI) submitted indicates that the coverages are in compliance with the insurance requirements. No further action is required at this time. The compliant coverage(s) are: POLICY EXPIRATION COI TYPE OF INSURANCE FILE NAME NUMBER DATE DATE Strive AUTOMOBILE LIABILITY PHPK578051012 07/01/2023 03/02/2023 COIs_City of Santa Ana.pdf GL_City of GENERAL LIABILITY PHPK578051012 07/01/2023 03/03/2023 Santa Ana_Waiver.pdf Strive WORKERS COMPENSATION AND TWC4120126 07/01/2023 03/02/2023 COIs_City of EMPLOYERS' LIABILITY Santa Ana.pdf Thank you, City of Santa Ana Risk Management Division in partnership with CTrax Plus Services Team 3/6/2023 2:40 PM