023-25 - 1st Watch Wellness - ContractDocusign Envelope ID: 5ACOE66E-4B2C-4197-8DCF-BB87EEOA2FFA
lst W T C H
WELLNESS
Professional Services Agreement
1st Watch Wellness
and
Port Orchard Police Department
This Professional Services Agreement (this "Agreement") is entered
into by and between First Watch Wellness, LLC, d/b/a 1st Watch Wellness, a
Utah limited liability company (hereafter "1st Watch" or "Provider"), of 1481
East Pioneer Road, Draper, Utah 84020, and Port Orchard Police Department
(hereafter "Port Orchard" or "Recipient"), of 546 Bay Street, Port Orchard,
Washington 98366 (individually "Party" and collectively "Parties") and shall
be effective as of March 1, 2025 (the "Effective Date").
Wherefore, the Parties warrant, covenant, and agree as follows:
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1. PURPOSE
1. 1st Watch shall provide mental -health services and wellness, resiliency,
and peer support training to Clients as defined in this Agreement and
subject to the terms and conditions contained herein.
2. DEFINITIONS
1. Agreement
2.1.1. Agreement means this Agreement between 1st Watch and
Recipient that authorizes 1st Watch to provide the Services to
Clients pursuant to the terms and conditions set forth herein.
2. Chief or Director or Sheriff
2.2.1. Chief under this Agreement refers to Matt Brown, Chief of
Police, City of Port Orchard.
3. Clients
2.3.1. Clients under this Agreement means all those eligible to receive
Services, including: Employees (as defined in Section 2.6.1
below); Significant Others (as defined in Section 2.16.1 below);
and Dependents (as defined in Section 2.4.1 below).
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4. Dependents
2.4.1. Dependents under this Agreement means those persons twelve
(12) years and older for whom Employees (as defined in Section
2.6.1 below) are required by law to provide financial and other
support as well as those persons twelve (12) years and older
living with or receiving financial support from said Employees.
5. Effective Date
2.5.1. Effective Date means March 1, 2025.
6. Employee(s)
2.6.1. Employee(s) means individuals employed by Port Orchard
Police Department, whether full or part time. Employee(s) also
means any retired employees approved by the Employer.
7. Employ
2.7.1. Employer means Port Orchard Police Department.
S. 1st Watch Services
2.8.1. 1st Watch Services (or Services) means the professional services
identified in Section 3 of this Agreement.
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9. Platform
2.9.1. Platform means the HIPAA-compliant video platform that
connects Clients to Provider's Clinicians and allows Provider to
deliver the Services provided for in this Agreement.
10. Point of Contact
2.10.1. Point of Contact means the Port Orchard Police Department
employee identified below with whom Provider is authorized
to communicate on all non -confidential, administrative matters
related to this Agreement. The Point of Contact is:
Alan Iwashita
Deputy Chief
Port Orchard Police Department
546 Bay Street
City of Port Orchard, Washington 98837
aiwashita@portorchardwa.gov
360-876-4407
II.Provider
2.11.1. Provider means 1st Watch.
12. Provider's Clinicians
2.12.1. Provider's Clinicians are the licensed clinicians and subject -
matter experts employed by 15t Watch. Provider's Clinicians
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deliver the Services (see Section 3) provided for under this
Agreement.
13. Request
2.13.1. Request under this Agreement means a request from a Client
for 1st Watch Services (see Section 3) made pursuant to the
terms and conditions set forth in this Agreement.
14. Response Time
2.14.1. Response Time under this Agreement means Provider's
contractual obligation to schedule a telehealth session within
24-Hours of receiving an acute request from an Employee.
2.14.2. Provider is not in breach of the 24-Hour Response Time
requirement if the following conditions exist or occur:
2.14.2.1. Employee requests a date and time for his or her session
that falls outside the 24-Hour Response Time. In other
words, the Employee does not identify the request as
being acute and voluntarily selects an appointment
outside the 24-Hour Response Time window;
2.14.2.2. Employee re -schedules a session that Provider originally
scheduled within the 24-Hour Response Time;
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2.14.2.3. A disruption of cellular and/or wireless service occurs
outside Provider's control that makes completion of the
Session within the 24-Hour Response Time impossible;
2.14.2.4. An Act of God (Force Majeure) or other event outside
Provider's control that makes completion of the session
within the 24-Hour Response Time impossible.
15. Session
2.15.1. Session means an individual session between Provider's
Clinicians and Client.
16. Significant Other
2.16.1. Significant Other under this Agreement means individuals
bound to an Employee via traditional marriage, common law
marriage, or other recognized civil unions or where an
employee and an individual share primary residence, financial
obligations, and are jointly responsible for each other's common
welfare.
17. Wellness Checkup
2.17.1. A Wellness Checkup is an annual or semi-annual checkup
between Provider and Employees conducted via the Platform.
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3. 1st WATCH SERVICES
1st Watch Service
Description of Service
Wellness Checkup
The annual checkup between Provider and
Employees.
Session
An individual sixty (60) minute session
between Provider and Client.
Training
Wellness, resilience, and peer support training
for employees and peer support team.
Post Critical Incident Support
If requested, live (on -the -ground) support
following critical incident.
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4. 1st WATCH SERVICE RATES
1. Compensation for Services
4.1.1. Recipient shall compensate Provider for all the 1st Watch
Services delivered as set forth in Section 4 of the Agreement.
4.1.2. Notwithstanding the Standard Service Rates set forth below, 1st
Watch agrees to fully perform the services under the terms of
this Agreement for $7,500 per contract year, payment to be
made by Recipient to 1st Watch in one lump sum no later than
April 1st of each year, with the first payment due April 1, 2025.
4.1.3. For the avoidance of doubt, 1st Watch's obligation to fully
perform the services under the terms of this Agreement for
$7,500 per contract year as set forth in Section 4.1.2 above
includes providing up to six Sessions (as defined in Section
2.15.1) per contract year for Dependents (as defined in Section
2.4.1) and up to six Sessions per contract year for Significant
Others (as defined in Section 2.16.1).
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1st Watch Service
Standard Service Rates
Wellness Checkup
$189.00 per checkup.
Session
$189.00 per session
(up to 6 sessions per contract year).
Training
No charge.
Incident Support
$189 per hour for all on -the -ground
support following an incident.
5. BILLING PRACTICES
1. Provider Representations
5.1.1. Provider represents and warrants the following:
5.1.1.1. Provider agrees to bill, and only accept payment from, the
designated Point of Contact (see Section 2.10 above) and
only pursuant to the terms and conditions set forth in this
Agreement.
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5.1.1.2. Provider will not bill, or engage in any billing or billing
activity with, any individual or entity, including Clients
and employees or agents of City of Port Orchard, other
than the designated Point of Contact, unless directed
otherwise, in writing, by the Point of Contact.
5.1.2. Conditions for Payment:
5.1.2.1. Provider shall transmit an invoice to the Point of Contact
within thirty (30) days of the delivery of Services;
5.1.2.2. Invoices or monthly usage summaries shall not contain
the names of Clients, nor shall they contain any personal
or demographic information that could inadvertently
identify the names of Clients or suggest which Clients
utilized Provider's Services during an invoice cycle,
thereby preserving anonymity and protecting the privacy
of those individuals choosing to take advantage of the
Services;
5.1.2.3. Remittance in U.S. Dollars shall be made by the Point of
Contact, or person(s) identified by the Point of Contact, to
Provider consistent with the terms set forth in Section
4.1.2 above.
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6. TERM
1. Effective Date and Term
6.1.1. This Agreement shall run from the Effective Date to February
28, 2028. This Agreement may thereafter renew for an
additional three (3) year term (March 1, 2028, through February
28, 2031) if the Parties agree to said renewal no later than sixty
(60) days prior to the expiration of the original term.
2. Termination for Cause (Material Breach)
6.2.1. Notwithstanding Section 6.1.1 above, either Party may declare a
default immediately upon the occurrence of a material breach
by the other Party. A material breach is one that substantially
impairs the contractual relationship of the Parties to provide the
services pursuant to this Agreement, and includes, but is not
limited to: (a) Acts or omissions that jeopardize the health,
safety, or security of a person; (b) Misuse of funds; (c)
Intentional falsification of records; (d) Malfeasance by either
Party's officers, agents, or employees; (e) Intentional refusal to
comply with the provisions of the Agreement; and (f) A pattern
of repeated non -material breaches.
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3. Termination Without Cause
6.3.1. Notwithstanding Section 6.1.1 above, this Agreement maybe
terminated, for any reason whatsoever, by either Party
provided that the terminating Party gives ninety (90) days
written notice as set forth in Section 6.4 below. Recipient shall
be responsible for all payments and fees for services provided
under this Agreement up to the day of termination. If
terminated by the Recipient, Recipient shall not be liable for the
costs of any services provided after the notice period.
4. Written Notice
6.4.1. Written Notice required under this Agreement shall be made by
and to the following representatives and sent certified and
registered U.S. Mail:
For Provider
For Recipient
Barry C. Toone
Director of Professional Relations
1st Watch Wellness
Alan Iwashita
Deputy Chief
Port Orchard Police Department
1481 E. Pioneer Road
Draper, Utah 84020
546 Bay Street
City of Port Orchard, Washington 98837
barry@lstwatchwellness.com
aiwashita@portorchardwa.gov
602-908-9218
360-602-5130
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5. Conditions Following Termination and Discharge
6.5.1. Upon notice of discharge, in order to protect the wellbeing of
Clients, Provider agrees to cooperate with the Point of Contact
in the timely transfer of Employees' records to a continuum -of -
care provider designated by the Point of Contact, at no charge
to Recipient. In no event shall records be turned over to anyone
other than the designated continuum -of -care provider,
including, but not limited to, Port Orchard Police Department
or the Point of Contact; and the timing of said transfer from
Provider to continuum -of -care provider shall not exceed ten
(10) business days from the date of discharge.
7. PROVIDER WARRANTIES
1. Term Warranties
7.1.1. During the term of this Agreement, including any renewal
terms, Provider represents and warrants the following:
7.1.1.1. Provider is licensed with the State of Utah, Department of
Human Services, to provide Mental Health and Substance
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Abuse Outpatient Treatment (License Number OT —
61220);
7.1.1.2. Provider is accredited by The Joint Commission (Number
585088);
7.1.1.3. Provider's clinicians are individually licensed to provide
Services in accordance with this Agreement in
Washington and are in good standing with all licensing
agencies and regulatory bodies having jurisdiction over
same;
7.1.1.4. Provider warrants that all professional licenses germane
to, and necessary to the performance of, this Agreement
are active and in good standing, are not conditional,
probationary, and are otherwise unencumbered by state
licensing boards or any other regulatory bodies with
jurisdictional claims over said licenses;
7.1.1.5. Provider and Provider's Clinicians and subject -matter
experts have the education, knowledge, training, and
experience to render the Services set forth in this
Agreement;
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7.1.1.6. Provider warrants that the clinicians providing the
Services under this Agreement have training and
expertise in treating PTSD and other forms of trauma,
experience working with first responders and medical
and frontline workers, and, in every other respect, possess
the requisite qualifications, credentials, and subject -matter
expertise to professionally and effectively deliver the
Services provided for under this Agreement;
7.1.1.7. Provider shall deliver all Services under this Agreement
in an ethical, lawful, and professional manner and shall
abide by all ethical standards and rules of professional
conduct, including all laws, rules, and best practices
pertaining to patient privacy and client confidentiality;
7.1.1.8. Provider shall treat and maintain as confidential and
privileged all confidential information.
8. PRIVACY SAFEGUARDS
1. Provider desires that all Clients in need of the Services provided for in
this Agreement be able to receive said Services without sacrificing
privacy or risking personal or professional repercussions. This is
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possible if, and only if, anonymity is respected and the Parties strictly
adhere to the privacy safeguards contained in Section 8. Therefore,
Provider warrants the following:
8.1.1. Provider will not share Client's personal or confidential
information with anyone, including, but not limited to, any
individual working for, or in any way connected with, City of
Port Orchard, Employer, or the Point of Contact;
8.1.2. Both Provider and the Point of Contact agree that any
communication regarding Services provided, or to be provided,
to Clients between them shall be strictly limited to
communication that is clerical or administrative in nature;
information shared between Provider and the Point of Contact
shall contain no names, personal information, or other means of
identifying individuals and shall be limited to clerical
information necessary to the performance of this Agreement
such as the payment of invoices;
8.1.3. Pursuant to the terms of this Agreement, only Provider and
Provider's Clinicians will know the names of the Clients who
use the Services provided for in this Agreement; and Provider
will strictly safeguard the identity of said Clients and not share,
communicate, or otherwise disclose confidential information to
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anyone, including, but not limited to, City of Port Orchard,
Employer, or the Point of Contact;
8.1.4. The Point of Contact will not know the names of the Clients
using the Services and has no ability or means to discover that
information short of asking Provider, and Provider shall be
strictly prohibited from sharing such information with the Point
of Contact.
2. Notwithstanding this Section 8, Provider may share Client's
confidential information if, and only if:
8.2.1. The Client first agrees, in writing, that his or her confidential
information can be shared, with clear written instructions
regarding:
8.2.1.1. The person and/or entity with whom the confidential
information can be shared;
8.2.1.2. The nature and scope of the confidential information to be
shared; and
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8.2.1.3. Any other terms or conditions that the Client wishes to
attach to the handling and disclosure of said confidential
information.
8.2.2. If mandatory legal reporting requirements demand the
disclosure of confidential information or disclosure is otherwise
mandated by law such as a valid records subpoena.
3. If the disclosure of Client's file is required for reasons identified in
Section 8, and if a City of Port Orchard officer or employee, by rule or
by virtue of assignment or job description, has a fiduciary duty to
protect City of Port Orchard's interests and/or is tasked with
responding on behalf of City of Port Orchard to a subpoena or other
valid legal request, the confidential information contained in Client's
file shall be sealed prior to providing same to City of Port Orchard's
agent; and City of Port Orchard's agent shall not be permitted access to
the sealed documents unless access is required by law.
9. CONFIDENTIAL INFORMATION — DATA BREACH
9.1.1. Confidential Information
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9.1.1.1. Provider and its Personnel shall not disclose Client
Confidential Information with any person or entity,
including, without limitation, the Party, Employer,
Contract Representative, or Party's Contact Person, unless
authorized by law. No Party shall disclose Client
Confidential Information, unless such information is (1)
(public domain) publicly available or known by the Party
at the time of disclosure; (2) (prior possession) obtained by
the Party with no obligation of confidentiality prior to the
communication between the parties; (3) (third -party)
received from a third -party not bound by confidentiality
obligations; (4) (independent development)
independently developed by the Party without using or
accessing the Provider's Client Confidential Information;
(5) (Client Consent) Client Consents in writing to the
release of confidential information; or (6) (legal
compulsion) the Provider is legal compelled to disclose
the information by a governmental, investigative, or
judicial agency.
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9.1.2. Data Breach.
9.1.2.1. Provider shall ensure that all personal identifying
information, financial information, and other information
submitted or made available to the Provider by, or on
behalf of, the Party, or acquired or developed by the
Provider in the performance of the Contract (unless
publicly available) is kept confidential, secured, and
protected to prevent unauthorized access. Such
information will be utilized by the Provider solely as
necessary for the performance of Services under the
Contract and not made available to any other person
without the Party's prior written consent. In the event of
unauthorized access or other security breach, the Provider
shall immediately notify the Contract Representative and
shall at its sole expense comply with all requirements of
RCW 19.255.010, in effect at any given time. Upon
expiration or termination of the Contract, all confidential
information shall be returned to the Party or destroyed at
the Party's discretion.
10. REPRESENTATIONS AND RECORDS
1. No Fee
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10.1.1. Provider certifies it has not received, nor paid or agree to pay,
another person or entity, other than a bona fide employee
working exclusively for the Provider, any fee, commission,
percentage, gift, or any other consideration contingent upon or
resulting from the award or making of the Contract.
2. Licenses, Permits, and Taxes
10.2.1. Provider shall, at its own expense, have and maintain all
licenses, registrations, its own expense, have and maintain all
licenses, registrations, permits, and approvals necessary for the
performance of the Contract, including without limitation,
registration with the Washington State Department of Revenue
and Secretary of State. The Provider shall pay all fees (including
licensing fees) and applicable federal, state, and local taxes.
3. Compliance
10.3.1. Provider and its personnel, and the Services provided by the
Provider and its personnel, shall comply with all applicable
laws, codes, and standards in effect at any given time regardless
as to whether such laws are referred to by the Party. If required
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for the Services provided, the Provider and its Personnel shall
submit to a background check as directed by the Party.
4. Nondiscrimination
10.4.1. The Provider and its Personnel shall not discriminate against
any person on the basis of race, color, creed, religion, national
origin, age, sex, marital status, sexual orientation, veteran
status, disability, or other circumstance prohibited by federal,
state, or local law, and shall comply with Title VI of the Civil
Rights Act of 1964, P.L. 88-354 and Americans with Disabilities
Act of 1990 in the performance of the Contract.
5. Public Records
10.5.1. Provider agrees that the Contract, deidentified data and
aggregate data records associated with the Contract shall be
available to the Party for inspection and copying by the public
pursuant to the Public Records Act, Chapter 42.56 RCW
("Act"). If the Party determines that records in the custody of
the Provider are needed to respond to a request under the Act,
the Provider shall make all such records promptly available to
the Party at no cost to the Party. With the exception of the
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Contract, if the Provider considers any portion of any record,
electronic or hard copy, to be protected from disclosure under
the Act, the Provider shall clearly identify all specific
information it claims to be confidential or proprietary. If the
Party receives a request under the Act to inspect or copy
proprietary information that has been identified by the
Provider as protected from disclosure and the Party determines
that release of the information is required by the Act or
otherwise appropriate, the Party's sole obligation will be to
make a reasonable effort to notify the Provider of the request
and the date that such protected information will be released
unless the Provider obtains a court order to enjoin disclosure
pursuant to RCW 42.56.540. If the Provider fails to timely obtain
a court order enjoining disclosure, the Party will release the
requested information on the date specified. The Party has no
obligation on behalf of the Provider to claim any exemption
from disclosure under the Act. The Party will not be liable to
the Provider for releasing records pursuant to the Act.
6. Advertising, Logo
10.6.1. The Provider shall not use, advertise, or promote for
commercial benefit information concerning the Contract or use
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any trade name, trademark, or logo of the Party, without the
Party's prior written consent.
7. Audit and Record Retention
10.7.1. The Provider and its Personnel shall retain all books,
documents, and records relating to performance of the Contract
and Services provided in connection with this Contract for six
(6) years after completion of the Contract or longer if requested
by the Party. All records shall be subject to inspection and audit
by the Party. Upon request, the Provider shall promptly make
available to the Party a legible copy of all books, documents,
and records at no cost to the Party.
11. INSURANCE AND INDEMNIFICATION PROVISIONS
1. General Liability Insurance: Provider shall obtain, at Provider's
expense, and keep in effect during the term of this Agreement,
Commercial General Liability Insurance covering Bodily Injury and
Property Damage on an "occurrence" form. This coverage shall include
Contractual Liability insurance for the indemnity provided under this
Agreement and Product and Completed Operations if available. Such
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insurance shall be primary and non-contributory. Coverage shall be a
minimum of $2,000,000 per occurrence and $2,000,000 aggregate.
2. Professional Liability Insurance: Provider shall obtain, at Provider's
expense, and keep in effect during the term of this Agreement,
Professional Liability Insurance covering any damages caused by an
error, omission, or any negligent acts. Combined single limit per
occurrence shall not be less than $2,000,000. Annual aggregate limit
shall not be less than $2,000,000.
3. Provider hereby agrees to defend, indemnify, and hold harmless
Recipient, including its departments, officials, and employees
(collectively, the "Indemnified Party") against any and all loss,
damage, liability, claims, demands, or costs arising from or resulting
from any third party claim alleging (a) a breach of this Agreement or
scope of work by Provider, its agents or employees (b) any negligence
or willful misconduct by Provider, its agents, or employees in
connection with the performance of obligations under this Agreement
or scope of work or (c) that the Provider's materials violate the
intellectual property rights of any third party, in each case except to the
extent such losses arise out of or result from the Indemnified Party's (i)
breach of this Agreement or scope of work, (ii) negligence or willful
misconduct, or (iii) use of the Services or any Provider Materials in a
manner not authorized or contemplated under this Agreement.
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Provider's acts and omissions are deemed to include those of
subcontractors. This Section 9 will survive the termination or
revocation of this Agreement, regardless of cause.
12. FINAL PROVISIONS
1. Applicability
12.1.1. This Agreement represents the entire agreement between the
Parties and supersedes all previous drafts, proposals,
discussions, understandings, or agreements, whether written or
oral. In the event any conflict between a provision of this
Agreement and any term, clause, or provision of any other
arrangement, contract, oral understanding, letter agreement, or
letter of intent or understanding between 1st Watch and Port
Orchard, the Parties understand and agree that this Agreement
shall control.
2. Third Party Beneficiaries
12.2.1. Nothing expressed or implied in this Agreement is intended to
confer any benefits, rights, remedies, obligations, or liabilities to
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any person or persons other than the Parties and their
respective successors or assigns.
3. Notice
12.3.1. Unless expressly specified otherwise in this Agreement, all
required notices under this Agreement shall be in writing and
shall be delivered in person or by certified registered mail to the
other Party at its principal place of business address or to such
other address as it may notify the other Party in writing. A
Party must notify the other Party of a change of address within
ten (10) calendar days after it becomes effective. Any notice
(e.g., consent, request, demand, instructions) so given shall be
deemed to have been given if said notice was given or delivered
pursuant to the terms of this Section 6.4.
4. Choice of Law and Jurisdiction
12.4.1. The Parties agree to attempt to resolve any disagreement
between them through amicable negotiation or voluntary
mediation. Nevertheless, if a dispute arises that the Parties
cannot resolve informally, this Agreement, its validity,
construction, enforcement, and interpretation, shall be
governed by, and shall be construed an enforced in accordance
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with, the laws of the State of Washington, and the Parties
hereby agree to the exclusive jurisdiction of the courts in the
State of Washington.
5. Section Headings
12.5.1. Headings are used for convenience only and shall not constitute
a substantive part of this Agreement and shall not be given any
evidentiary weight or value to decide a dispute or otherwise
have any purpose or be given any substantive effect.
6. Survival
12.6.1. Any covenant, warrant, or representation set forth in this
Agreement is understood to and shall survive the expiration of
any term provided in this Agreement. If any portion of this
Agreement is declared invalid or unenforceable, such providing
will be severed and all remaining provisions will continue in
full force and effect.
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SIGNATURE PAGE
The below individuals affirm that they are authorized representatives of their
parties with the power to bind their parties to the terms of this Agreement.
FOR PROVIDER:
Signed by:
�w
BY PSGR99 i3R4�a_
Barry C. Toone
Director of Professional Relations
First Watch Wellness, LLC
d/b/a 1st Watch Wellness
a Utah limited liability company
2/26/2025
Date:
Signed by:
96b Naaun, w
By: RRQAdQ7 F Z FSAA 7n
Robert Putaansuu
Mayor
City of Port Orchard
2/26/2025
Date:
Docu Signed by:
1-na (hV1
Troy Long
Manager
Deer Hollow Holdings, LLC
a Utah limited liability company
2/28/2025
FOR RECIPIENT:
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