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ORIGINAL GENERAL SERVICES AGREEMENT Active Wellness LLC This Agreement is made and entered into between the City of Redwood City ("City"), a municipal corporation, and Active Wellness, a California limited liability company ("Contractor"), as of August 3, 2017 (the "Effective Date"). In consideration of their mutual covenants, the parties hereto agree as follows: 1. Scope of Work. Subject to the terms and conditions of this Agreement, Contractor shall provide those services described in Exhibit A and incorporated herein by reference. In summary, the scope of services includes but is not limited to 10 customized classes in which firefighters 1 earn strategies to reduce on-the-job stress and develop functional fitness to perform their job safely, effectively and routinely, while reducing the likelihood of sustaining an injury. 2. Payment Terms. For the services described in Exhibit A, the City agrees to pay Contractor a total amount that shall not exceed $6,000 (six thousand dollars), which amount shall include all expenses. Contractor shall submit progress billings on a monthly basis, if applicable. Contractor's bill shall include the following information for the project: a brief description of services performed, the date the services were performed, the number of hours spent and by whom, a brief description of any costs incurred, percent completion to date of each task and subtask, total of prior billings, amount for billing period, total billing to date. In no event shall Contractor submit any billing for an amount in excess of the maximum amount of compensation provided for in this section. 3. Term of Performance. Contractor shall begin performing the services set forth in Exhibit A as soon as he or she is notified by the City. Unless earlier terminated, the term of this Agreement will commence upon the date first above written and shall expire upon completion of performance of Services hereunder by Consultant. 4. Independent Contractor. At all times during the term of this Agreement, Contractor, its employees and agents shall be independent contractors and not employees or agents of the City. Contractor, its employees and agents shall have no authority, express or implied, to bind the City to any obligation whatsoever. 5. Assignment and Subcontracting. It is recognized by the parties hereto that a substantial inducement to City for entering into this agreement was, and is, the qualifications and competence of Contractor. Therefore, Contractor shall not subcontract, assign or transfer any portion of the performance contemplated and provided for in this Agreement without the approval of the City Manager. Contractor shall not subcontract any portion of the performance contemplated and provided for herein without prior written approval of the City. 6. Hold Harmless. Contractor shall, to the fullest extent allowed by law, with respect to all services performed in connection with this Agreement, defend with counsel acceptable to City, indemnify, and hold City, its officers, employees, agents, and volunteers, harmless from and A1TY/AGR/2017.176/ACTIVE WELLNESS YOGA REV: 08-07-17 RL Page I of 6