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HomeMy WebLinkAboutProfessional Services Agreement - KCSO and 1st Watch Wellness - signedProfessional Services Agreement | Kittitas County Sheriff's Office and 1st Watch Wellness Page 1 of 17 PROFESSIONAL SERVICES AGREEMENT 1st Watch Wellness and Kittitas County Sheriff's Office Effective October 1, 2026 This Professional Services Agreement (the "Agreement") is entered into by and between First Watch Wellness, LLC, a Utah limited liability company doing business as 1st Watch Wellness ("1st Watch" or "Provider"), and Kittitas County, Washington, a political subdivision of the State of Washington, acting by and through the Kittitas County Sheriff's Office ("KCSO" or "Recipient"). This Agreement is effective as of October 1, 2026, regardless of the date on which the Parties execute it. 1st Watch and KCSO are each a "Party" and together the "Parties." KCSO seeks a confidential, proactive wellness program tailored to public-safety personnel and available to covered sworn and nonsworn employees and eligible family members. KCSO's initial covered workforce consists of 42 employees. 1st Watch provides Annua l Wellness Checkups, confidential Individual Sessions, App-based scheduling and resources, peer-support and wellness training, program consultation, aggregate reporting, and critical-incident support. The Parties therefore agree as follows: 1. PURPOSE AND SERVICE MODEL 1.1. Purpose. 1st Watch shall provide the Services described in this Agreement and Exhibit A during each Funded Contract Year, subject to the scope, service limits, funding conditions, and other terms of this Agreement. 1.2. Confidential-by-design model. The program is designed to make care accessible while keeping clinical information outside KCSO's human-resources and command channels. Except for the narrowly limited attendance-only verification described in Sections 4.5 and 8.3, 1st Watch shall not di sclose identifiable clinical information to KCSO without the Client's valid written authorization or as required or permitted by law. 1.3. No employment decisions. 1st Watch does not make employment, discipline, fitness -for-duty, assignment, promotion, return-to-work, or internal-management decisions for KCSO. KCSO remains solely responsible for those decisions. 1.4. No emergency substitute. The Services are wellness and clinician-support services. They are not a substitute for 911, 988, emergency medical services, crisis hotlines, or a guaranteed immediate -response system. In an emergency or crisis, Clients should call 911, call or text 988 when appropriate, or use another appropriate emergency resource. Professional Services Agreement | Kittitas County Sheriff's Office and 1st Watch Wellness Page 2 of 17 2. DEFINITIONS 2.1. Agreement means this Professional Services Agreement, including Exhibit A and any written amendment signed by both Parties. 2.2. Annual Cap means the annual not-to-exceed compensation amount of Forty-Nine Thousand Nine Hundred Dollars ($49,900.00) stated in Section 5.1 for each Funded Contract Year. It is a billing and compensation ceiling, not a limit on the availability of covered Services. Section 5.7 governs Services after the Annual Cap is reached. 2.3. Annual Wellness Checkup means a scheduled, confidential individual wellness contact between a Covered Employee and a 1st Watch clinician, provided through the Platform or another mutually coordinated method. KCSO may require scheduling and attendance, but clinical participation remains voluntary. The required component is not a medical examination, disability -related inquiry, health-risk assessment, fitness-for-duty examination, compelled therapy session, disciplinary process, or investigative interview. 2.4. CJTC Grant Funds means the Year-One grant funds KCSO has identified for the Services and made available through the Washington State Criminal Justice Training Commission ("CJTC"), in the stated allocation amount of Forty-Nine Thousand Nine Hundred Dollars ($49,900.00) for 1st Watch Wellness. KCSO represents that CJTC Grant Funds may be disbursed only after covered Services have been performed. CJTC is not a Party and has no payment, performance, or enforcement obligation to 1st Watch. 2.5. App means the 1st Watch Wellness app, resource hub, or related digital tools made available by 1st Watch during a Funded Contract Year. The App may include scheduling access, peer -support connection tools, wellness resources, surveys, notices, and aggregate e ngagement features, as configured by 1st Watch. 2.6. Client means an eligible person who may receive Services under this Agreement. Clients include Covered Employees, Significant Others, and Dependents, as those terms are defined in this Agreement. 2.7. Completed Annual Wellness Checkup or Completion means that a Covered Employee signs up for, or is scheduled for, an Annual Wellness Checkup and appears for the scheduled or mutually rescheduled appointment. Completion does not require the employee to discuss feelings, disclose personal or health information, answer clinical questions, undergo an examination or assessment, accept therapy, receive a diagnosis, agree to treatment, or engage beyond appearing and being offered a voluntary wellness contact. 2.8. Mandatory Annual Wellness Checkup Requirement means KCSO's administrative requirement that each Covered Employee sign up for, or be scheduled for, and appear for one Annual Wellness Checkup during each Funded Contract Year. Mandatory applies only to scheduling and attendance. It does not make clinical participation, disclosure, examination, diagnosis, or treatment mandatory. 2.9. Contract Term means October 1, 2026, through September 30, 2029, unless this Agreement is terminated earlier under Section 6. 2.10. Contract Year means each annual service-and-billing period during the Contract Term. Year One runs October 1, 2026, through September 30, 2027. Year Two runs October 1, 2027, through September 30, 2028. Year Three runs October 1, 2028, through September 30, 2029. 2.11. Covered Employee means each full-time or part-time KCSO employee included on the roster supplied by KCSO and eligible for Services during the applicable Funded Contract Year. The initial roster includes 42 Covered Employees. The roster supplied by KCSO controls eligibilit y and attendance administration unless the Parties agree otherwise in writing. Professional Services Agreement | Kittitas County Sheriff's Office and 1st Watch Wellness Page 3 of 17 2.12. Dependent means an individual 12 through 26 years old, inclusive, who is a legal dependent of, resides with, or receives substantial financial support from a Covered Employee. 2.13. Effective Date means October 1, 2026. 2.14. Eligible Participant means a Covered Employee, Significant Other, or Dependent eligible to request or receive Services under this Agreement. 2.15. Funded Contract Year means a Contract Year for which KCSO has legally appropriated or otherwise legally available funds sufficient to support the applicable Annual Cap and has not exercised a funding opt-out or termination right under Section 6. 2.16. Individual Session means a confidential individual clinician session between a 1st Watch clinician and an Eligible Participant. Unless clinical or operational circumstances warrant otherwise, an Individual Session is scheduled for approximately 60 minutes. 2.17. Maximum Three-Year Compensation means One Hundred Forty-Nine Thousand Seven Hundred Dollars ($149,700.00), calculated as $49,900.00 per Contract Year for three Contract Years. It applies only if all three Contract Years are Funded Contract Years and are performed, and it may be increase d only by a written amendment signed by both Parties. 2.18. Platform means the secure telehealth platform or other secure service -delivery tool used by 1st Watch to provide Services under this Agreement. 2.19. Provider Personnel means the licensed clinicians, other qualified clinical personnel, trainers, consultants, and subject-matter experts used by 1st Watch to deliver or support Services. Clinical Services for a Client located in Washington will be provided only by a clinicia n licensed or otherwise authorized to provide those Services in Washington. 2.20. Services means the 1st Watch services described in Section 3 and Exhibit A, including Annual Wellness Checkups, Individual Sessions, the Year -One launch, orientation, and initial program training package, App access, separate peer-support and wellness or resilience trainings, program consultation, aggregate reporting, and critical-incident support. 2.21. Significant Other means a spouse, domestic partner, committed partner, or other partner identified by a Covered Employee as the employee's significant other for purposes of this Agreement. 3. SERVICES 3.1. Annual Wellness Checkups. 1st Watch shall make one Annual Wellness Checkup available to each Covered Employee during each Funded Contract Year. The Parties will coordinate scheduling windows, roster handling, employee communications, and attendance -only completion reporting in a manner consistent with Sections 4 and 8. 3.2. Individual Sessions. Eligible Participants may request confidential Individual Sessions. Each Eligible Participant may receive up to six Individual Sessions during each Funded Contract Year, subject to clinical appropriateness and mutually available scheduling. Reaching the Annual Cap does not reduce this covered-session limit. Additional sessions beyond the covered limit may be arranged through insurance, self-pay, or another lawful payment source only if the Client authorizes that arrangement. 3.3. Acute requests. For acute, nonemergency requests, 1st Watch will use reasonable efforts to offer a telehealth session within 24 hours after receiving the request. 1st Watch is not in breach if the Client selects a later appointment, reschedules, fails to appear, cannot be reached, presents an emergency requiring emergency resources, or if performance is prevented by a technology disruption, safety concern, clinician unavailability, or circumstance outside 1st Watch's reasonable control. Professional Services Agreement | Kittitas County Sheriff's Office and 1st Watch Wellness Page 4 of 17 3.4. Critical-incident support. At KCSO's request, 1st Watch will use reasonable efforts to provide clinically appropriate critical-incident support. A critical incident may include a line-of-duty death, serious injury, officer-involved shooting, mass-casualty event, suicide, or another event likely to cause significant operational or psychological stress. Support may include consultation, triage, defusing, debriefing, on-scene or virtual support, follow-up, referral coordination, and related clinician services appropriate to the incident. On-site support is subject to Provider Personnel availability, safety, travel logistics, and any advance approvals required by this Agreement. 3.5. App access and resource hub. 1st Watch shall make App access available throughout each Funded Contract Year as a covered Service. Reaching the Annual Cap does not end or reduce covered App access. App content, features, and configuration may change based on operational needs, technology updates, security, service improvement, and 1st Watch's professional judgment. 3.6. Year-One launch, orientation, and initial program training. During October 2026, 1st Watch shall provide one Year-One launch, orientation, and initial program training package. The package includes program launch; KCSO and employee orientation; initial training on program access, confidentiality, scheduling, App use, and referral pathways; administrative onboarding; roster implementation; App deployment; scheduling setup; and related launch support. Upon completing the package, 1st Watch may submit a separate $5,000.00 post-performance milestone invoice under Sections 5.3 and 5.4 and Exhibit A. The initial program training included in this package does not satisfy, replace, or count as either of the two live training events required by Section 3.7. 3.7. Separate peer-support and wellness or resilience trainings. In addition to the Section 3.6 package, and subject to mutual scheduling and KCSO's reasonable cooperation, 1st Watch shall provide during each Funded Contract Year two distinct live training events: (a) one peer -support training of up to eight hours, separately billable at $5,000.00 upon completion; and (b) one wellness or resilience training of up to four hours, separately billable at $5,000.00 upon completion. In Year One, the Section 3.6 package and these two training events are three distinct $5,000.00 post-performance billing milestones. Each milestone must be separately delivered and documented. Training may address recognition, referral, boundaries, confidentiality, peer-support privilege, documentation pitfalls, escalation, resilience, trauma education, mental-health literacy, stigma reduction, privacy, family support, and related public-safety wellness topics. Each live training event will occur at KCSO's facility or another mutually agreed location within 30 miles of KCSO's facility unless the Pa rties agree otherwise in writing. Additional training requires a written agreement on scope, schedule, and fee; compensation above the Annual Cap requires a signed amendment. 3.8. Program consultation and reporting. 1st Watch shall provide reasonable program consultation, scheduling support, deidentified aggregate utilization summaries, and related administrative support during each Funded Contract Year. Reporting is limited as stated in Section 8. 4. ANNUAL WELLNESS CHECKUPS, ROSTER, AND ATTENDANCE VERIFICATION 4.1. Mandatory annual checkups. KCSO is solely responsible for adopting and administering any lawful attendance and scheduling measures needed to implement the Mandatory Annual Wellness Checkup Requirement, including compliance with applicable employment, labor, disability, collective -bargaining, and due-process requirements. KCSO may use any lawful internal directive, scheduling process, incentive, reminder system, supervisory process, or other management tool to ensure that Covered Employees sign up for and appear for their Annual Wellness Checkups. Mandatory means sign up and show up; it does not mean clinical participation. 1st Watch is not responsible for disciplining, compelling, or managing KCSO employees. Professional Services Agreement | Kittitas County Sheriff's Office and 1st Watch Wellness Page 5 of 17 4.2. Meaning of completion. For contract and program-administration purposes, a Covered Employee completes the Annual Wellness Checkup by signing up for, or being scheduled for, and appearing for the scheduled or mutually rescheduled appointment. An employee who appears but declines to speak substantively, discuss feelings, answer clinical questions, disclose health information, or otherwise engage clinically has still completed the Annual Wellness Checkup. 4.3. No compelled therapy, examination, inquiry, or disclosure. Nothing in this Agreement requires a Covered Employee to participate in therapy, undergo a medical examination or health -risk assessment, answer a disability-related or clinical inquiry, accept treatment, disclose personal or health information, discuss emotional content, or make any statement to a clinician. 1st Watch may offer a voluntary wellness conversation and resources. The employee may accept, limit, or decline that engagement. Declining clinical engagement after appearing does not defeat Completi on. 4.4. Roster and scheduling cooperation. KCSO shall provide a current roster of Covered Employees and reasonable scheduling cooperation, employee-communications support, and other administrative information needed to provide the Services. 1st Watch may prioritize Annual Wellness Checkups early in each Funded Contract Year so the Parties can complete them efficiently. For Year One, the Parties shall coordinate scheduling, employee communications, and service availability on a grant -compliant schedule sufficient to support Year-One CJTC Grant Funds invoicing under Section 5.3. 4.5. Attendance-only verification. To the extent permitted by law, and after obtaining any valid Client authorization required by law, 1st Watch may provide KCSO only attendance information showing whether a Covered Employee completed, missed, canceled, or needs to reschedule an Annual We llness Checkup. Permitted attendance information may include the employee's name, appointment date, completion status, and scheduling status. Because applicable law may require authorization to disclose health-care or mental-health-service attendance, 1st Watch may require each Covered Employee to execute a narrow, legally compliant authorization before disclosure. KCSO shall cooperate in obtaining and, when necessary, renewing those authorizations. If no valid authorization or other legal basis permits disclosure, 1st Watch shall not disclose attendance information, and KCSO may rely on its own scheduling and attendance records. Attendance information must never include diagnoses, clinical notes, treatment recommendations, statements made by the employee, d egree of engagement, session content, or other clinical information. KCSO shall restrict access to personnel with an administrative need to know and protect the information as required by law. 4.6. Headcount changes. The initial covered headcount is 42 Covered Employees. At $189.00 per completed checkup, the estimated annual checkup value is $7,938.00 if all 42 Covered Employees complete the Annual Wellness Checkup. KCSO's current roster controls eligibility and actu al service quantity. A headcount change alters the estimated Annual Wellness Checkup value at the Section 5.4 unit rate but does not permit prepayment or change the Annual Cap or Maximum Three -Year Compensation unless the Parties sign a written amendment. 5. COMPENSATION, ANNUAL CAP, FUNDING, POST-PERFORMANCE BILLING, AND REPORTING 5.1. Annual Cap and maximum three-year compensation. During each Funded Contract Year, aggregate compensation payable to 1st Watch shall not exceed Forty-Nine Thousand Nine Hundred Dollars ($49,900.00), inclusive of all covered service fees, post-performance CJTC Grant Funds invoices, monthly service-fee invoices, and approved expenses. If all three Contract Years are funded and performed, total compensation under this Agreement shall not exceed One Hundred Forty -Nine Thousand Seven Hundred Dollars ($149,700.00) unless the Parties sign a written amendment. The Annual Cap limits compensation only. It does not allocate fixed amounts among service categories, Professional Services Agreement | Kittitas County Sheriff's Office and 1st Watch Wellness Page 6 of 17 reduce covered service quantities, or permit 1st Watch to suspend, delay, or deny covered Services. Section 5.7 controls after the Annual Cap is reached. 5.2. Funding sources. The Parties acknowledge that Year-One compensation will be paid from CJTC Grant Funds allocated to KCSO for 1st Watch Wellness in the amount of $49,900.00. KCSO represents that CJTC Grant Funds may be disbursed only after covered Services have been perfo rmed. Year-Two and Year-Three compensation may be paid from renewed grant funds, KCSO budget funds, Kittitas County funds, or other lawfully available funds. Payment obligations for each Contract Year are limited to funds legally appropriated or otherwise legally available for that Contract Year, and Years Two and Three remain subject to the funding opt-out in Section 6.3. KCSO remains responsible for grant administration and compliance with funding -source restrictions applicable to its payment obligations. 1st Watch remains responsible for accurate and timely invoice and grant -support documentation required by this Agreement. 5.3. Year-One CJTC grant invoicing; no wellness -checkup prepayment. KCSO shall not prepay Annual Wellness Checkups. 1st Watch may submit post -performance Year-One CJTC Grant Funds invoices for covered Services actually performed and approved expenses actually incurred, up to the Year -One Annual Cap. Invoices may be submitted monthly, after completion of a billable milestone, or on another post-performance schedule approved by KCSO in writing. Each invoice must be supported by aggregate, administrative, nonclinical documentation showing the service category, service quanti ty, completed milestone, or approved expense. The three separate $5,000.00 Year -One milestones are: (a) completion of the Section 3.6 launch, orientation, and initial program training package; (b) completion of the Section 3.7 peer-support training; and (c) completion of the Section 3.7 wellness or resilience training. 1st Watch may invoice each milestone separately after completion, and each invoice counts toward the Year-One Annual Cap. At the initial 42 -person headcount, completed Annual Wellness Checkups total $7,938.00 at the Section 5.4 rate if all 42 Covered Employees complete the checkup. KCSO shall pay each undisputed Year-One grant invoice within 30 days after receipt, subject to the Annual Cap, legally available CJTC Grant Funds, and this Agreement. All invoices and supporting documentation must be aggregate, administrative, and nonclinical. 5.4. Service rates. Unless the Parties agree otherwise in a signed writing, covered service fees are $189.00 per completed Annual Wellness Checkup; $189.00 per Individual Session; $189.00 per clinician hour for critical-incident support; $5,000.00 upon completion of the Yea r-One launch, orientation, and initial program training package under Section 3.6; $5,000.00 upon completion of the peer -support training under Section 3.7; and $5,000.00 upon completion of the wellness or resilience training under Section 3.7. App access, program consultation, aggregate reporting, and ordinary administrati ve support are included covered Services with no separate unit fee unless the Parties agree otherwise in a signed amendment. 5.5. Post-performance billing. 1st Watch shall bill only after the applicable Service or milestone has been completed or the approved expense has been incurred. 1st Watch may bill monthly or on another mutually approved post-performance schedule for completed Annual Wellness Checkups, Individual Sessions actually provided, critical-incident support actually performed, the completed Year-One launch, orientation, and initial program training milestone, each completed Section 3.7 training milestone, and approved expenses actually incurred. Undisputed invoices are due within 30 days after receipt, subject to the applicable Annual Cap and legally available funds. 5.6. Annual-cap tracking and no double billing . All service fees and approved expenses earned, invoiced, or paid during a Contract Year count toward that Contract Year's Annual Cap and may be counted only once. Amounts invoiced or paid under Section 5.3 count toward the Year -One Annual Cap. Each of the three Year-One $5,000.00 milestones must involve distinct work and may be billed only once. The initial Professional Services Agreement | Kittitas County Sheriff's Office and 1st Watch Wellness Page 7 of 17 program training included in the Section 3.6 package is part of that package and does not constitute either Section 3.7 training event. 5.7. Services after the Annual Cap is reached. When service fees and approved expenses reach the $49,900.00 Annual Cap during a Funded Contract Year, 1st Watch shall stop submitting service -fee invoices for that Contract Year unless the Parties sign an amendment authorizing additional compensation. Reaching the Annual Cap does not suspend, reduce, or terminate any covered Service. Through the last day of that Funded Contract Year, or until earlier termination under Section 6, 1st Watch shall continue, without additional charge to KCSO or any Client, a ll covered Services remaining within this Agreement's scope and service limits, including remaining Annual Wellness Checkups; up to six Individual Sessions per Eligible Participant; App access; any uncompleted Year-One launch, orientation, and initial program training obligations under Section 3.6; both training events under Section 3.7; program consultation and reporting; and critical-incident support. 1st Watch shall not use exhaustion of the Annual Cap as a basis to delay, deny, or discontinue a covered Service. The same clinical-appropriateness, licensure, safety, emergency, scheduling, technology, and Provider Personnel availability limitations that apply before the Annual Cap is reached continue to apply afterward. After the Annual Cap is reached, 1st Watch is not required to incur new travel, lodging, materials -production, or other out-of-pocket expenses unless KCSO approves them in writing and, if payment would exceed the applicable Annual Cap or Maximum Three-Year Compensation, the Parties sign a written amendment authorizing the additional payment. 5.8. Expenses. 1st Watch shall not bill travel, lodging, materials-production, or other pass-through or out-of-pocket expenses unless KCSO's administrative point of contact or another authorized KCSO representative approves the expense in advance in writing, including by email. Approved expenses count toward the applicable Annual Cap unless the Parties sign a written amendment stating otherwise. Section 5.7 governs expenses after the Annual Cap is reached. 5.9. Deidentified billing and grant support. Monthly invoices, Year-One grant invoices, grant-support documentation, and reports must be aggregate and nonclinical. Individual Session billing and reports may show only aggregate utilization and total charges. They must not identify participants or fa mily relationships or disclose clinical details, diagnoses, presenting issues, session content, treatment recommendations, or protected health information. 5.10. No individual billing. 1st Watch shall not invoice, request payment from, or otherwise bill any KCSO employee, Client, or family member for Services covered by this Agreement, including after the Annual Cap is reached. A Client may independently authorize insurance billing, se lf-pay, or another lawful payment source only for services outside the covered scope or after the covered six-session limit is exhausted. Exhaustion of the Annual Cap alone does not place a Service outside the covered scope or permit individual billing. 5.11. Monthly and grant-support reporting. 1st Watch may provide monthly aggregate usage summaries and grant-support documentation showing service categories, completed Annual Wellness Checkups, Individual Sessions, critical-incident support hours, training activity, App engagement, and other deidentified utilization data. Monthly reports, grant-support documentation, and invoices must not identify Individual Session Clients or disclose clinical content, diagnoses, presenting issues, family relationships, treatment recommendations, or protected health information. 5.12. Payment currency and timing. All payments must be made in U.S. dollars. Unless this Agreement states a different deadline, undisputed invoices are due within 30 days after receipt. Professional Services Agreement | Kittitas County Sheriff's Office and 1st Watch Wellness Page 8 of 17 6. TERM, FUNDING OPT-OUT, RENEWAL, AND TERMINATION 6.1. Term. This Agreement begins on October 1, 2026, and ends on September 30, 2029, unless terminated earlier under this Section. 6.2. No post-term renewal. The three Contract Years are part of this Agreement and are not separate renewals. No renewal after September 30, 2029, is automatic. The Parties may renew or extend this Agreement only by a written amendment signed by authorized representatives of both Parties. 6.3. Year-Two and Year-Three funding opt-out. Year One is funded with CJTC Grant Funds, subject to the post-performance invoicing rules in Section 5.3. Years Two and Three are conditioned on renewed grant funds or other legally appropriated or available KCSO or Kittitas County funds sufficient to support the applicable Annual Cap. If KCSO determines that no anticipated funding source has materialized or that legally available funds are insufficient for Year Two or Year Three, KCSO may terminate this Agreement as to the affected year or the remaining term by written noti ce. The termination may be effective immediately or on a later date stated in the notice and is not subject to the 60-day notice requirement in Section 6.6. KCSO then has no liability for the unfunded period, except for Services provided, fees earned, and approved expenses incurred before the effective date, subject to the applicable Annual Cap and any refund due under Section 6.8. 1st Watch is not required to begin Year-Two or Year-Three Services until KCSO confirms in writing that the applicable Contract Year is a Funded Contract Year. 6.4. Termination for cause. Either Party may terminate this Agreement for a material breach if the breaching Party fails to cure the breach within 30 days after receiving written notice that reasonably describes it. If the breach cannot reasonably be cured within 30 days, the breaching Party must begin cure within that period and proceed diligently to completion. A material breach includes intentional falsification of records, unlawful disclosure of confidential information, failure to pay undisputed amounts when due, or a repeated pattern of uncured breaches that are material in the aggregate. 6.5. Immediate termination. Either Party may terminate this Agreement immediately if continued performance would violate applicable law, professional ethics, licensure requirements, a court order, or a material safety obligation. 6.6. Termination without cause. Either Party may terminate this Agreement without cause on 60 days' written notice. Termination without cause does not excuse payment obligations accrued before the effective termination date, subject to the applicable Annual Cap, Section 6.8, and the ot her limits stated in this Agreement. 6.7. Availability of funds. KCSO's obligations are contingent on legally appropriated or otherwise legally available funds. If funds become unavailable during a Funded Contract Year, KCSO may terminate this Agreement by written notice, with no further liability beyond payment for Services provided, fees earned, and approved expenses incurred through the effective termination date, subject to the applicable Annual Cap and any refund due under Section 6.8. 6.8. Early-termination reconciliation. If this Agreement is terminated before the end of a Funded Contract Year, the Parties shall reconcile payments, invoices, Services actually provided, fees earned, and approved expenses incurred as of the effective termination date. KCSO remains responsib le for Services provided, fees earned, and approved expenses incurred before termination, subject to the applicable Annual Cap. 1st Watch shall refund any amount paid but not earned, including amounts paid for Services not performed or approved expenses no t incurred, calculated using the rates stated in Section 5.4. 1st Watch shall issue any refund due within 30 days after the later of the effective termination date or the date the amount becomes reasonably determinable from the Parties' records. Professional Services Agreement | Kittitas County Sheriff's Office and 1st Watch Wellness Page 9 of 17 6.9. Effect of termination. Termination does not affect confidentiality, clinical-record duties, accrued payment obligations, indemnity duties, intellectual-property rights, public-records procedures, reconciliation or refund duties, or any provision that by its nature should survi ve termination. 6.10. Transition of care. Upon termination, 1st Watch will reasonably cooperate with a lawful continuity-of-care transfer to an appropriate provider at the Client's direction or as otherwise required by law. KCSO is not entitled to clinical records unless the Client authorizes di sclosure in writing or disclosure is required or permitted by law. 7. PROFESSIONAL STANDARDS AND PROVIDER WARRANTIES 7.1. Licensure and authorization. 1st Watch shall use clinicians and personnel who are appropriately licensed, credentialed, qualified, or supervised for the Services they perform. Clinical Services provided to a Client located in Washington will be provided only by a clinician licensed or otherwise authorized to provide those Services in Washington and within the clinician's lawful scope of practice. 7.2. Qualifications. Provider Personnel assigned to the Services will have education, training, experience, or supervision appropriate to the assigned work, including public -safety culture, trauma exposure, wellness checkups, peer-support integration, and critical-incident support when applicable. 7.3. Professional judgment. 1st Watch clinicians retain professional judgment over clinical methods, Client care, referrals, safety decisions, documentation, and clinical boundaries. Nothing in this Agreement requires a clinician to provide Services outside the clinician's license, competence, ethics, or professional judgment. 7.4. Legal and ethical compliance. 1st Watch shall deliver the Services lawfully, ethically, and professionally and comply with applicable confidentiality, privacy, licensure, mandatory -reporting, duty- to-warn or duty-to-protect, and professional-conduct requirements. 7.5. Proof of qualifications and coverage. Upon reasonable request, 1st Watch will provide current proof of material licenses, certifications, insurance, or Washington clinical authorization relevant to the Services and applicable to 1st Watch or Provider Personnel, to the extent disclosure is la wful and commercially reasonable. 7.6. No guaranteed outcome. 1st Watch does not guarantee any particular clinical, operational, cultural, utilization, morale, workers' compensation, discipline, retention, or employment outcome. 7.7. Health-insurance changes. If KCSO changes employee health -insurance carriers, KCSO shall give 1st Watch reasonable advance notice and cooperation to evaluate network status and reduce service disruption for any Client who chooses insurance-funded services outside this Agreement's covered scope. 8. CONFIDENTIALITY, PRIVACY, AND RECORDS 8.1. Client confidentiality. 1st Watch shall maintain Client confidentiality consistent with applicable law, professional standards, and clinician duties. KCSO shall not request, and 1st Watch shall not disclose, identifiable clinical information except under the Client's valid written authorization or as required or permitted by law. 8.2. Permitted disclosures. Nothing in this Agreement prevents a clinician or 1st Watch from making a disclosure required or permitted by law, including a disclosure related to imminent risk, mandatory reporting, a duty to warn or protect, a valid court order, compulsory process af ter any legally required notice or opportunity to object, a professional obligation, or another legally recognized exception. Professional Services Agreement | Kittitas County Sheriff's Office and 1st Watch Wellness Page 10 of 17 8.3. Attendance-only verification. Section 4.5 does not create a blanket exception to confidentiality. Attendance-only verification is permitted only to the extent applicable law allows it and after obtaining any authorization required by law. When permitted, the disclosure must be limited to the narrow administrative information listed in Section 4.5 and must not reveal clinical participation, statements, diagnoses, treatment recommendations, or session content. 8.4. Deidentified and aggregate data. 1st Watch may provide deidentified, aggregate utilization, engagement, and satisfaction information to help KCSO understand program use and resource needs. Deidentified information must not identify, or provide a reasonable basis to identify, any Client. 8.5. Peer-support confidentiality and privilege. The Parties will preserve peer-support confidentiality and privilege protections to the extent applicable under Washington law. Nothing in this Agreement expands a statutory privilege or treats a communication as privileged unless the statutory requireme nts for the privilege are satisfied. KCSO will not require peer supporters, employees, or Provider Personnel to route privileged or confidential peer-support communications through command, human resources, disciplinary, or nonprivileged documentation channels unless law requires otherwise. 8.6. Records. Clinical, wellness, and therapy records are maintained by 1st Watch or its clinicians in accordance with applicable record-retention, privacy, and professional requirements. Client access to records is governed by applicable law and professional rules. K CSO is not the custodian of clinical records created by 1st Watch clinicians. 8.7. Minors. Services to Dependents under age 18 are subject to applicable parent or guardian consent requirements, minor-consent rules, confidentiality laws, and clinician professional judgment. 8.8. No retaliation for use. KCSO may enforce lawful attendance and scheduling requirements for Annual Wellness Checkups. It shall not, however, use program use, clinical engagement, refusal to engage clinically after appearing for an Annual Wellness Checkup, or use of Individual Se ssions as a basis for discipline, adverse assignment, denial of promotion, or another adverse employment action, except on a separate lawful basis independent of protected service use or clinical information. 9. DATA, APP, PUBLIC RECORDS, AND INTELLECTUAL PROPERTY 9.1. 1st Watch materials. 1st Watch retains all right, title, and interest in its preexisting and independently developed materials, including training content, methods, manuals, forms, templates, clinical protocols, App content, software, resource libraries, trademarks, know -how, and related materials. No ownership interest transfers to KCSO. 9.2. Limited-use license. During the Contract Term, and only while this Agreement remains in effect, 1st Watch grants KCSO a limited, nonexclusive, nontransferable license to use final agency -specific materials furnished to KCSO for internal KCSO wellness, training, and program -administration purposes. KCSO may not sell, publish, distribute outside KCSO, reverse engineer, or create derivative products from 1st Watch materials without 1st Watch's written permission. 9.3. Recipient data and clinical data. KCSO administrative data supplied to 1st Watch remains KCSO data. Clinical records, protected health information, psychotherapy notes, Client -identifying information, privileged peer-support communications, and records owned or controlled by Clients or clinicians under applicable law are not KCSO administrative data and may be disclosed only as permitted by law and this Agreement. 9.4. Data security and incident response. 1st Watch shall use commercially reasonable administrative, technical, and physical safeguards for KCSO administrative data; Client -identifying information; clinical records; protected health information; privileged peer-support communications; and other personal, health, or confidential information protected by applicable law and in its possession or control. Upon Professional Services Agreement | Kittitas County Sheriff's Office and 1st Watch Wellness Page 11 of 17 discovering a material security incident involving any such information, 1st Watch shall investigate, mitigate reasonably foreseeable harm, and provide all notices required by applicable law. 1st Watch shall also notify KCSO without unreasonable delay of a material incident affecting KCSO administrative data or 1st Watch's ability to perform this Agreement, but shall not disclose protected health information or clinical content except as permitted or required by law. 9.5. No AI training with clinical information. Neither Party may use clinical records, protected health information, psychotherapy notes, privileged peer-support communications, or Client-identifying information obtained through the Services to train or develop an artificial -intelligence or machine- learning model unless the affected Client has expressly authorized that specific use in a valid written authorization and all other legal requirements are satisfied. 9.6. Public-records requests. Records prepared, owned, used, or retained by KCSO may be subject to the Washington Public Records Act. If KCSO receives a public -records request, subpoena, discovery request, audit request, or other demand that may seek 1st Watch materials, Client-identifying information, clinical records, protected health information, trade secrets, App or security information, or privileged communications, KCSO shall, to the extent lawful and practicable, give 1st Watch prompt written notice and a reasonable opportunity to identify an applicable exemption or seek judicial protection before disclosure. KCSO retains responsibility for determining and complying with its disclosure obligations. A confidentiality designation in this Agreement does not by itself create a publ ic- records exemption. 9.7. App availability. App access depends on technology platforms, user devices, connectivity, vendor performance, updates, and security needs. 1st Watch may modify, suspend, or replace App features when reasonably necessary for maintenance, security, legal compliance, service improvement, or operational reasons, but shall use reasonable efforts to preserve materially equivalent covered access during each Funded Contract Year. 9.8. Billing-support and grant-support records. 1st Watch shall maintain records reasonably necessary to support its invoices and grant-support documentation under this Agreement. On reasonable notice and during normal business hours, KCSO may audit deidentified billing -support and grant-support records solely to verify charges and grant documentation. An audit does not authorize access to Client - identifying information, clinical records, protected health information, privileged peer -support communications, or session content. 10. INSURANCE, INDEMNIFICATION, AND RESPONSIBILITY 10.1. Commercial general liability. During the Contract Term and while any Services are being performed, 1st Watch shall maintain commercial general liability insurance covering bodily injury and property damage with limits of not less than $2,000,000.00 per occurrence and $2,000,000.00 in the aggregate, or substantially equivalent coverage. 10.2. Professional liability. During the Contract Term and while any Services are being performed, 1st Watch shall maintain professional liability insurance with limits of not less than $2,000,000.00 per claim and $2,000,000.00 in the aggregate, or substantially equivalent coverage. Professional liability coverage may be written on a claims-made basis with a commercially reasonable retroactive date and extended - reporting or tail provisions when applicable. 10.3. Workers' compensation. 1st Watch shall maintain workers' compensation coverage as required by applicable law for its employees. 10.4. Certificates. Upon reasonable request, 1st Watch shall provide certificates of insurance evidencing the coverage required by this Section. Professional Services Agreement | Kittitas County Sheriff's Office and 1st Watch Wellness Page 12 of 17 10.5. Indemnification by 1st Watch. To the extent permitted by law, 1st Watch shall defend, indemnify, and hold harmless Kittitas County, KCSO, and their officials, employees, and agents against third -party claims, damages, losses, and expenses, including reasonable attorneys' fees, but on ly to the extent caused by 1st Watch's negligence, willful misconduct, material breach of this Agreement, or violation of applicable law in performing the Services. This obligation does not apply to the extent a claim is caused by Kittitas County, KCSO, their personnel, a Client, a third party, or a matter outside 1st Watch's reasonable control. 10.6. KCSO responsibility. KCSO is responsible for its own acts and omissions and those of its personnel, contractors, and agents to the extent provided by applicable law. Nothing in this Agreement waives any governmental immunity, statutory protection, budget restriction, damages limitation, public- records obligation, or other protection available to Kittitas County, KCSO, or a related public entity. 10.7. Survival. This Section survives expiration or termination to the extent necessary to address claims arising during the Contract Term or from Services provided under this Agreement. 11. ADMINISTRATIVE PROVISIONS 11.1. Administrative point of contact. KCSO's administrative point of contact for nonclinical coordination, scheduling, invoices, and aggregate reporting is Sergeant Ben Corbett, Kittitas County Sheriff's Office, 307 W Umptanum Rd, Ellensburg, WA 98926, mobile 509 -899-1118, email ben.corbett@co.kittitas.wa.us, unless KCSO designates another point of contact in writing. 11.2. Clinical boundaries in administration . Administrative communications between the Parties must be limited to implementation, scheduling, payment, contract performance, legally permitted attendance - only Annual Wellness Checkup verification, aggregate reporting, and other nonclinical matters. Administrative communications must not seek or disclose clinical content or protected health information. 11.3. Independent contractor. 1st Watch is an independent contractor. Nothing in this Agreement creates an employment, agency, partnership, joint -venture, or fiduciary relationship between 1st Watch and KCSO. 11.4. Assignment and approved personnel. Neither Party may assign this Agreement without the other Party's written consent, except that 1st Watch may use qualified employees, clinicians, contractors, affiliates, referral partners, or other Provider Personnel to perform the Services while remain ing responsible for performance within the agreed scope. 11.5. Compliance with law. Each Party shall perform its obligations in compliance with applicable privacy, confidentiality, licensure, employment, procurement, public-entity, public-records, mandatory- reporting, and professional-obligation requirements. 11.6. Force majeure. Neither Party is liable for delay or failure to perform caused by an event beyond its reasonable control and not caused by its failure to use reasonable care, including a disaster, public emergency, labor disruption, utility or communications failure, cyber incident, epidemic, act of government, travel restriction, or event making performance illegal or impracticable. The affected Party must give prompt notice and use reasonable efforts to resume performance. Force majeure does not excuse payment for Services already performed or compliance with confidentiality, privacy, or data - security duties that can still reasonably be performed. 11.7. Amendments. An amendment must be in writing and signed by authorized representatives of both Parties. Emails may confirm scheduling and administrative approvals but do not amend this Agreement unless they expressly state that they amend it and are signed or electron ically signed by authorized representatives of both Parties. Professional Services Agreement | Kittitas County Sheriff's Office and 1st Watch Wellness Page 13 of 17 11.8. Entire agreement. This Agreement, including Exhibit A and any signed amendments, is the Parties' entire agreement about the Services. It supersedes all prior or contemporaneous oral or written proposals, drafts, discussions, understandings, letters, and agreements about t he same subject. 11.9. Severability. If any provision is held invalid or unenforceable, it will be severed or reformed to the minimum extent necessary, and the remaining provisions will remain in effect. 11.10. No third-party beneficiaries. This Agreement is for the Parties' benefit. Eligible Participants may receive Services, and CJTC Grant Funds may fund Year One, but no third party has contract - enforcement rights or assumes payment or performance obligations unless the Parties expressly agree otherwise in a signed writing. 11.11. Governing law and venue. Washington law governs this Agreement without regard to conflict-of- law rules. Venue for a state-court action arising from this Agreement lies in a court of competent jurisdiction in Kittitas County, Washington, unless applicable law requires another ven ue. Venue for an action within federal jurisdiction lies in the United States District Court for the Eastern District of Washington. 11.12. Headings. Headings are for convenience only and do not affect interpretation. 11.13. Counterparts and electronic signatures. This Agreement may be signed in counterparts. Electronic and scanned signatures are valid and enforceable to the same extent as original signatures. 11.14. Order of precedence. If the body of this Agreement conflicts with Exhibit A, the body controls unless a later signed amendment expressly states otherwise. 11.15. Waiver. A waiver is effective only if written and signed by the waiving Party. A waiver of one breach or instance does not waive another or continuing breach or instance. 12. NOTICES 12.1. Notice method. Formal notices under this Agreement must be in writing and delivered by personal delivery, certified mail, recognized overnight courier, or email with confirmation of transmission to the contacts below or to an updated notice contact designated in writing. For 1st Watch First Watch Wellness, LLC d/b/a 1st Watch Wellness Attn: Barry C. Toone, Director of Professional Relations 1481 East Pioneer Road Draper, Utah 84020 Email: barry@1stwatchwellness.com Phone: 602-908-9218 For KCSO Kittitas County Sheriff's Office Attn: Sergeant Ben Corbett 307 W Umptanum Rd Ellensburg, WA 98926 Email: ben.corbett@co.kittitas.wa.us Mobile: 509-899-1118 12.2. Change of notice contact. A Party may change its notice contact by written notice to the other Party. The change is effective when received unless the notice states a later effective date. (Signature page follows.) Professional Services Agreement | Kittitas County Sheriff's Office and 1st Watch Wellness Page 14 of 17 13. SIGNATURES Each individual signing below represents that the individual is authorized to sign for the entity identified in the applicable signature block. FOR PROVIDER: By: ________________________________ Name: Barry C. Toone Title: Director of Professional Relations Entity: First Watch Wellness, LLC, a Utah limited liability company, d/b/a 1st Watch Wellness Date: ______________________________ FOR PROVIDER: By: ________________________________ Name: Troy Long Title: Manager Entity: Deer Hollow Holdings, LLC, a Utah limited liability company Date: ______________________________ FOR RECIPIENT: By: ________________________________ Name: Clayton Myers Title: Sheriff Entity: Kittitas County, Washington, acting by and through the Kittitas County Sheriff's Office Date: ______________________________ 10/12/2026 Troy Long (Oct 12, 2026 08:46:16 MDT) Troy Long 12/10/26 Clayton Myers (Oct 12, 2026 10:48:43 PDT) 12/10/26 Professional Services Agreement | Kittitas County Sheriff's Office and 1st Watch Wellness Page 15 of 17 EXHIBIT A Services and Fee Schedule Service Covered users / unit Rate / math Billing / notes Annual Wellness Checkups Covered Employees only; one Annual Wellness Checkup per Covered Employee during each Funded Contract Year. Initial covered headcount: 42 Covered Employees, including approximately 40 sworn personnel and jail, clerical, and other staff, unless changed in writing. $189.00 per completed checkup. 42 x $189.00 = $7,938.00 estimated annual checkup value if all 42 Covered Employees complete the checkup. No prepayment. Year One is billed post- performance under Section 5.3. Mandatory means scheduling and attendance only. Attendance verification is limited by Sections 4.5 and 8.3; no clinical information is reported. Individual Sessions Covered Employees, Significant Others, and Dependents ages 12 through 26; up to six sessions per Eligible Participant during each Funded Contract Year, subject to clinical appropriateness and mutually available scheduling. $189.00 per Individual Session. Monthly or mutually approved post-performance billing under Section 5.5. Aggregate, nonclinical billing only. Reaching the Annual Cap does not reduce the six-session covered limit. Additional sessions beyond six may use insurance, self-pay, or another lawful source only with Client authorization. Critical-Incident Support Requested support performed by 1st Watch clinicians, including consultation, triage, defusing, debriefing, on-scene or virtual support, follow-up, and referral coordination. $189.00 per clinician hour. Post-performance billing for work performed. Subject to clinical appropriateness, Provider Personnel availability, safety, and logistics. Approved travel and other out-of-pocket expenses count toward the Annual Cap unless amended in writing. Covered support continues after the Annual Cap as Section 5.7 provides. 1st Watch App and Resource Hub Covered Employees and other eligible users as made available by 1st Watch. Included; no separate unit fee. Covered access continues throughout each Funded Contract Year. Reaching the Annual Cap does not end or reduce App access. Features may change for security, maintenance, service improvement, technology, or operational reasons. Year-One Launch, Orientation, and Initial Program Training One package during October 2026, including program launch; KCSO and employee orientation; initial training on program access, confidentiality, scheduling, App use, and referral pathways; administrative onboarding; roster implementation; App deployment; scheduling setup; and related launch support. $5,000.00 upon completion of the package. Separate post-performance milestone invoice under Section 5.3. This is one of three distinct Year- One $5,000.00 milestones. The initial program training is part of this package and does not count as either Section 3.7 training event. Professional Services Agreement | Kittitas County Sheriff's Office and 1st Watch Wellness Page 16 of 17 Service Covered users / unit Rate / math Billing / notes Peer-Support Training One live training event of up to eight hours during each Funded Contract Year for KCSO personnel, peer- support team members, and other agreed audiences, subject to mutual scheduling and KCSO's reasonable cooperation. $5,000.00 upon completion of the event. Separate post-performance invoice under Sections 5.3 through 5.5. Distinct from the Section 3.6 package and the wellness or resilience training. The event will occur at KCSO's facility or another agreed location within 30 miles unless the Parties agree otherwise in writing. Additional training requires written agreement; compensation above the Annual Cap requires a signed amendment. Covered training continues after the Annual Cap under Section 5.7. Wellness or Resilience Training One live training event of up to four hours during each Funded Contract Year for KCSO personnel and other agreed audiences, subject to mutual scheduling and KCSO's reasonable cooperation. $5,000.00 upon completion of the event. Separate post-performance invoice under Sections 5.3 through 5.5. Distinct from the Section 3.6 package and the peer-support training. The event will occur at KCSO's facility or another agreed location within 30 miles unless the Parties agree otherwise in writing. Additional training requires written agreement; compensation above the Annual Cap requires a signed amendment. Covered training continues after the Annual Cap under Section 5.7. Program Consultation and Aggregate Reporting Program consultation, scheduling support, deidentified aggregate utilization summaries, and related administrative support. Included; no separate unit fee. Reports must not include clinical content, diagnoses, treatment recommendations, or Client- identifying information, except attendance-only information lawfully disclosed under Sections 4.5 and 8.3. Funding Sources, CJTC Rules, and Opt-Out Year One; Year Two; Year Three. Year One: CJTC Grant Funds allocated to KCSO for 1st Watch Wellness. Years Two and Three: renewed grant funds, KCSO or Kittitas County funds, or other lawfully available funds. CJTC Grant Funds may be disbursed only after covered Services are performed. Year- One invoices are post- performance under Section 5.3. Years Two and Three depend on legally available funds sufficient to support the applicable Annual Cap. CJTC is not a Party and has no payment, performance, or enforcement obligation to 1st Watch. Professional Services Agreement | Kittitas County Sheriff's Office and 1st Watch Wellness Page 17 of 17 Service Covered users / unit Rate / math Billing / notes Annual Cap All covered service fees and approved expenses during each Funded Contract Year. Not to exceed $49,900.00 per Funded Contract Year. Maximum Three-Year Compensation: $149,700.00 if all three Contract Years are funded and performed. The Annual Cap is a billing and compensation ceiling, not a service ceiling. After the Annual Cap is reached, 1st Watch submits no further service-fee invoices, but all covered Services continue through the end of the Funded Contract Year, unless the Agreement is earlier terminated, as Section 5.7 provides. Approved expenses count toward the Annual Cap. No Annual Wellness Checkup prepayment. Professional Services Agreement - KCSO and 1st Watch Wellness Final Audit Report 2026-10-12 Created:2026-10-12 By:Barry Toone (barry@barryctoonelaw.com) Status:Signed Transaction ID:CBJCHBCAABAA3ax0BzR1wsuFGWtiTpV6zMR4ooDqcKJt "Professional Services Agreement - KCSO and 1st Watch Welln ess" History Document created by Barry Toone (barry@barryctoonelaw.com) 2026-10-12 - 2:33:28 PM GMT- IP address: 73.228.81.154 Document emailed to Troy Long (tlong@deerhollowrecovery.com) for signature 2026-10-12 - 2:33:34 PM GMT Document emailed to Clayton Myers (clay.myers@co.kittitas.wa.us) for signature 2026-10-12 - 2:33:34 PM GMT Email viewed by Troy Long (tlong@deerhollowrecovery.com) 2026-10-12 - 2:41:56 PM GMT- IP address: 74.125.209.67 Document e-signed by Troy Long (tlong@deerhollowrecovery.com) Signature Date: 2026-10-12 - 2:46:16 PM GMT - Time Source: server- IP address: 136.38.1.82 - Signature Appearance Selected: MOBILE_TYPE Email viewed by Clayton Myers (clay.myers@co.kittitas.wa.us) 2026-10-12 - 3:04:12 PM GMT- IP address: 174.204.65.25 Document e-signed by Clayton Myers (clay.myers@co.kittitas.wa.us) Signature Date: 2026-10-12 - 5:48:43 PM GMT - Time Source: server- IP address: 174.204.70.184 - Signature Appearance Selected: MOBILE_DRAW Agreement completed. 2026-10-12 - 5:48:43 PM GMT