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GENERAL SERVICES AGREEMENT
<br />Active Wellness LLC
<br />This Agreement is made and entered into between the City of Redwood City ("City"), a
<br />municipal corporation, and Active Wellness, a California limited liability company ("Contractor"),
<br />as of August -7' , 2018 (the "Effective Date"). In consideration of their mutual covenants, the
<br />parties hereto agree as follows:
<br />1. Scone of Work. Subject to the terms and conditions of this Agreement, Contractor
<br />shall provide those services described in Exhibit A and incorporated herein by reference. In
<br />summary, the scope of services includes but is not limited to monthly customized classes in which
<br />firefighters learn strategies to reduce on -the -_job stress and develop functional fitness to perform
<br />their,job safely, effectively and routinely, while reducing the likelihood of sustaining an injury.
<br />2. Pavment Terms. For the services described in Exhibit A, the City agrees to pay
<br />Contractor a total amount that shall not exceed Twenty One Thousand Six Hundred Dollars
<br />($21,600), which amount shall include all expenses. Contractor shall submit progress billings on
<br />a monthly basis, if applicable. Contractor's bill shall include the following information for the
<br />project: a brief description of services performed, the date the services were performed, the
<br />number of hours spent and by whom, a brief description of any costs incurred, percent completion
<br />to date of each task and subtask, total of prior billings, amount for billing period, total billing to
<br />date. In no event shall Contractor submit any billing for an amount in excess of the maximum
<br />amount of compensation provided for in this section.
<br />3. Term of Performance. Unless earlier terminated, the term of this Agreement will
<br />be effective for a period of one year from the date first above written.
<br />4. Independent Contractor. At all times during the term of this Agreement,
<br />Contractor, its employees and agents shall be independent contractors and not employees or agents
<br />of the City. Contractor, its employees and agents shall have no authority, express or implied, to
<br />bind the City to any obligation whatsoever.
<br />5. Assienment and Subcontracting. It is recognized by the parties hereto that a
<br />substantial inducement to City for entering into this agreement was, and is, the qualifications and
<br />competence of Contractor. Therefore, Contractor shall not subcontract, assign or transfer any
<br />portion of the performance contemplated and provided for in this Agreement without the approval
<br />of the City Manager. Contractor shall not subcontract any portion of the performance contemplated
<br />and provided for herein without prior written approval of the City.
<br />6. Hold Harmless. Contractor shall, to the fullest extent allowed by law, with respect
<br />to all services performed in connection with this Agreement, defend with counsel acceptable to
<br />City, indemnify, and hold City, its officers, employees, agents, and volunteers, harmless from and
<br />against any and all claims that arise out of, pertain to, or relate to the negligence, recklessness, or
<br />willful misconduct of the Contractor, subcontractor, or anyone directly or indirectly employed by
<br />any of them or anyone for whose acts any of them may be liable ("Claims"). Contractor will bear
<br />all losses, costs, damages, expense and liability of every kind, nature and description, including
<br />REV: 08-02-18 RL
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