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Attachment I AS-NEEDED MAINTENANCE AND TRADE SERVICES AGREEMENT THIS AGREEMENT is made and entered into this day of 2012 between Premier Comp ("Contractor") a Professional Corporation, whose address is 5635 West Las Positas Blvd., Suite 401, Pleasanton, CA 94588 and whose telephone number is (925) 520-0055 and the CITY OF PLEASANTON, a municipal corporation ("City"). RECITALS A. Contractor is qualified and experienced in providing the work or services set forth in Exhibit A of this Agreement. B. City finds it necessary and advisable to obtain work or services from Contractor on an as- needed basis. NOW THEREFORE, in consideration of the mutual covenants and conditions in this Agreement, City and Consultant agree as follows: 1. Term. The term of this Agreement commences on the date written above and will expire on June 30, 2014 unless the City exercises its option to extend the contract for an additional year. If City elects to extend the Agreement, it shall notify the Contractor in writing that the contract is being extended. 2. Services to be Performed. Contractor shall perform, or cause to be performed, wellness- fitness services for the City described further in Exhibit A, which is attached and incorporated to the extent consistent with this Agreement. This Agreement does not obligate the City to utilize Contractor exclusively for the kind of work or services set forth in Exhibit A and incorporated herein by reference. The City reserves the right to select other contractors for these services as the City desires. 3. Compensation. The total compensation under this Agreement shall not exceed $81,000 for each year of the two (2) year term, with the details set forth in Exhibit B, which is attached and incorporated to the extent consistent with this Agreement. 4. Indemnification. Contractor shall hold harmless, defend, and indemnify the City, its officers, agents and employees ("Indemnitees"), against any and all claims, costs, demands, causes of action, suits, losses, expenses, attorney's fees, or liability, arising from or in any manner related to Contractor's (includes Contractor's employees, agents, or subcontractors) negligent act or omission, whether alleged or actual, regarding the work or services performed or caused to be performed pursuant to this Agreement and any amendments thereto. Contractor shall not, however, be obligated to indemnify Indemnitees from Claims arising from the sole negligence or willful misconduct of Indemnitees. This indemnification includes any claim that the materials or equipment provided under this Agreement, or any tool, article or process used, constitutes an infringement of any patent issued by the United States. This indemnification provision shall survive termination or cancellation of the Agreement. 5. Insurance. During the term of this Agreement, Contractor shall maintain at its own cost and expense the following insurance coverage with insurers with an A.M. Best's rating of no less than A:VII: Page 1 of 16