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2024-011 PO 20240030 - 1st Watch Wellness
FORM #7 CITY OF AS H LAN D SOLE -SOURCE DETERMINATION AND WRITTEN FINDINGS PERSONAL SERVICES Less than $75,000 To: Sabrina Cotta, City Manager ! kv c-L [t,#(4 r am From: Tighe O'Meara, Police Department Date: February 9, 2024 Re: Sole Source Determination and Written Findings for Personal Services In accordance with AMC 2.50.090(F), the Department Head shall determine in writing that there is only one provider of a product or service of the quality and type required available. Estimated total value of contract: Not more than $75,000. Project name: V Watch Wellness Description of project: I` Watch Wellness is a first -responder specific wellness program that makes available, in a unique way, clinical support services, wellness check -ins, and resiliency training to emergency service providers. Background: For some time, the police department and fire department have each been trying to find a first responder wellness program that fits each's needs. The departments have each engaged with several vendors that have each demonstrated its approach and services offered. The police department met with 15` Watch Wellness in late 2023 and found its platform to be the one most likely to succeed in engagement with the police department. The police department also found that I` Watch offered the best back -end data for management to use to gauge department moral and wellness. The police department referred 1" Watch Wellness to several other agencies, including Ashland Fire & Rescue, other police agencies, and the consolidated dispatch center. One of the key differences in the I" Watch model is that there are no up -front subscription cost. I" Watch does not charge for its App or for the resiliency training. The only the charge to the department is when the first responders actually engage the clinical services. Subsequently, the fire department decided it wanted to engage with Pt Watch as well, and the representative approached both agencies on pricing. The departments and the vendor were able to Form #7 - Sole Source -Personal Services — Less than $75,000, Page 1 of 2, 2115/2024 come to an agreement that the cost would not exceed $35,000 for the life of the contract for each department. Findings: Market Research Overall finding: There are several vendors that offer app-based wellness services for police and fire personnel. Each has its own approach. The approach used by I" Watch seems to fit best with what police and fire are attempting to implement. Pursuant to ORS 279B.075 (2)(c): Provide findings supporting your determination that the goods or services are for use in a pilot or an experimental project. [Provide clear and concise information to support this determination.] While both departments remain committed to team member wellness, this is each department's first foray into app-based wellness platforms. As such any engagement with this type of wellness program is experimental and will only be continued beyond the life of this contract if the benefits to individual team members, and to the overall team, can be documented. Pursuant to ORS 27913.075 (2)(d): Any other findings that support the conclusion that the goods or services are available from only one source. The services that I" Watch Wellness provides most closely align with the support that the Ashland Police Department and Ashland Fire & Rescue are attempting to bring to these City Teams. I` Watch has more experience than competing vendors and charges only on an as -used basis rather than the annual subscription rate that the other vendors use. Form #7 - Sole Source -Personal Services — Less than $75,000, Page 2 of 2, 2/15/2024 PERSONAL SERVICES AGREE'MEN'1' ( ESS THAN CONSULTANT: 1st Watch Wellness CITY OF CONTACT: Barry Toone -ASHLAND 20 East Main Street ADDRESS: 1481 E. Pioneer Rd, Draper, UT Ashland, Oregon 97520 84020 Telephone: 541 /488-2211 Fax: 541 /552-2154 TELEPHONE: 602-908-9218 EMAIL: barry@lstwatchwellness.com This Personal Services Agreement (hereinafter "Agreement") is entered into by and between the City of Ashland (via its police department), an Oregon municipal corporation (hereinafter "City") and First Watch Wellness, LLC, d/b/a Ist Watch Wellness, a Utah limited liability company ("hereinafter "Consultant"), for employee wellness services. NOW THEREFORE, in consideration of the mutual covenants contained herein, the City and Consultant hereby agree as follows: 1. Effective Date and Duration: This Agreement shall become effective on the date of execution on behalf of the City, as set forth below (the "Effective Date"), and unless sooner terminated as specifically provided herein, shall terminate upon the City's affirmative acceptance of Consultant's Work as complete and Consultant's acceptance of the City's final payment therefore, but not later than December 31, 2026. 2. Scope of Work: Consultant will provide employee wellness services as more fully set forth in the attached Consultant's Proposal, which is attached hereto as "Exhibit A" and incorporated herein by this reference. Consultant's services are collectively referred to herein as the "Work." 3. Supporting Documents/Exhibits; Conflicting Provisions: This Agreement and any exhibits or other supporting documents shall be construed to be mutually complementary and supplementary wherever possible. In the event of a conflict which cannot be so resolved, the provisions of this Agreement itself shall control over any conflicting provisions in any of the exhibits or supporting documents. 4. All Costs Borne by Consultant: Consultant shall, at its own risk, perform the Work described above and, unless otherwise specified in this Agreement, furnish all labor, equipment, and materials required for the proper performance of such Work. 5. Qualified Work: Consultant has represented, and by entering into this Agreement now represents, that all personnel assigned to the Work to be performed under this Agreement are fully qualified to perform the service to which they will be assigned in a skilled and worker -like manner and, if required to be registered, licensed or bonded by the State of Oregon, are so registered, licensed and bonded. 6. Compensation: City shall pay Consultant pursuant to the attached agreement, on an as -used basis as full compensation for Consultant's performance of all Work under this Agreement. In no event shall Consultant's total of all compensation and reimbursement under this Agreement exceed the sum of $20,000 (twenty thousand dollars) per calendar year or exceed a total of $34,999 for the life of this agreement, without the express, written approval from the City official whose signature appears below, or such official's successor in office. Payments shall be made within thirty (30) days of the date of receipt by the City of Consultant's invoice. Should this Agreement be terminated prior to completion of all Work, payments will be made for any phase of the Work completed and accepted as of the date of termination. 7. Ownership of Work/Documents: All Work, work product, or other documents produced in furtherance of this Agreement belong to the City, and any copyright, patent, trademark proprietary or any other protected intellectual property right shall vest in and is hereby assigned to the City. 8. Statutory Requirements: The following laws of the State of Oregon are hereby incorporated by reference into this Agreement: ORS 27913.220, 27913.230 and 27913.235. 9. Living Wage Requirements: If the amount of this Agreement is $25,335.05 or more, Consultant is required to comply with Chapter 3.12 of the Ashland Municipal Code by paying a living wage, as defined in that chapter, to all employees performing Work under this Agreement and to any Subcontractor who performs 50% or more of the Work under this Agreement. Consultant is also required to post the notice attached hereto as "Exhibit B" predominantly in areas where it will be seen by all employees. 10. Indemnification: Consultant hereby agrees to defend, indemnify, save, and hold City, its officers, employees, and agents harmless from any and all losses, claims, actions, costs, expenses, judgments, or other damages resulting from injury to any person (including injury resulting in death), or damage (including loss or destruction) to property, of whatsoever nature arising out of or incident to the performance of this Agreement by Consultant (including but not limited to, Consultant's employees, agents, and others designated by Consultant to perform Work or services attendant to this Agreement). However, Consultant shall not be held responsible for any losses, expenses, actions, costs, or other damages, caused solely by the gross negligence of City. 11. Termination: a. Mutual Consent. This Agreement may be terminated at any time by the mutual consent of both parties. b. Ci1y's Convenience. This Agreement may be terminated by City at any time upon not less than thirty (30) days' prior written notice delivered by certified mail or in person. C. For Cause. City may terminate or modify this Agreement, in whole or in part, effective upon delivery of written notice to Consultant, or at such later date as may be established by City under any of the following conditions: i. If City funding from federal, state, county or other sources is not obtained and continued at levels sufficient to allow for the purchase of the indicated quantity of services; ii. If federal or state regulations or guidelines are modified, changed, or interpreted in such a way that the services are no longer allowable or appropriate for purchase under this Agreement or are no longer eligible for the funding proposed for payments authorized by this Agreement; or iii. If any license or certificate required by law or regulation to be held by Consultant to provide the services required by this Agreement is for any reason denied, revoked, suspended, or not renewed. d. For Default or Breach. i. Either City or Consultant may terminate this Agreement in the event of a breach of the Agreement by the other. Prior to such termination the party seeking termination shall give to the other party written notice of the breach and its intent to terminate. If the party committing the breach has not entirely cured the breach within fifteen (15) days of the date of the notice, or within such other period as the party giving the notice may authorize in writing, then the Agreement may be terminated at any time thereafter by a written notice of termination by the party giving notice. ii. Time is of the essence for Consultant's performance of each and every obligation and duty under this Agreement. City, by written notice to Consultant of default or breach, may at any time terminate the whole or any part of this Agreement if Consultant fails to provide the Work called for by this Agreement within the time specified herein or within any extension thereof. iii. The rights and remedies of City provided in this subsection (d) are not exclusive and are in addition to any other rights and remedies provided by law or under this Agreement. 12. Independent Contractor Status: Consultant is an independent contractor and not an employee of the City for any purpose. 13. Assignment: Consultant shall not assign this Agreement or subcontract any portion of the Work without the written consent of City. Any attempted assignment or subcontract without written consent of City shall be void. 14. Default. The Consultant shall be in default of this Agreement if Consultant: commits any material breach or default of any covenant, warranty, certification, or obligation under the Agreement; institutes an action for relief in bankruptcy or has instituted against it an action for insolvency; makes a general assignment for the benefit of creditors; or ceases doing business on a regular basis of the type identified in its obligations under the Agreement; or attempts to assign rights in, or delegate duties under, this Agreement. 15. Insurance. Consultant shall, at its own expense, maintain the following insurance: a. Workers' Compensation. Consultant shall obtain and maintain Workers' Compensation insurance in compliance with ORS 656.017, which requires subject employers to provide Oregon Workers' Compensation coverage for its subject workers, unless such employers are exempt under ORS 656.126. If exempt under ORS 656.126, Consultant shall certify such exemption to the City. b. Professional Liability insurance with a combined single limit, or the equivalent, of not less than $2,000,000 (two million dollars) per occurrence. This is to cover any damages caused by error, omission or negligent acts related to the Work to be provided under this Agreement. c. General Liability insurance with a combined single limit, or the equivalent, of not less than $2,000,000 (two million dollars) per occurrence for Bodily Injury, Death, and Property Damage. d. Automobile Liability insurance with a combined single limit, or the equivalent, of not less than $1,000,000 (one million dollars) for each accident for Bodily Injury and Property Damage, including coverage for owned, hired or non -owned vehicles, as applicable. e. Notice of cancellation or change. There shall be no cancellation, material change, reduction of limits or intent not to renew the insurance coverage(s) without thirty (30) days' prior written notice from the Consultant or its insurer(s) to the City. f. Additional Insured/Certificates of Insurance. Consultant shall name the City of Ashland, Oregon, and its elected officials, officers and employees as Additional Insureds on any insurance policies, excluding Professional Liability and Workers' Compensation, required herein, but only with respect to Consultant's services to be provided under this Agreement. The consultant's insurance is primary and non-contributory. As evidence of the insurance coverages required by this Agreement, the Consultant shall furnish acceptable insurance certificates and endorsements prior to commencing the Work under this Agreement. 16. Nondiscrimination: Consultant agrees that no person shall, on the grounds of race, color, religion, creed, sex, marital status, familial status or domestic partnership, national origin, age, mental or physical disability, sexual orientation, gender identity or source of income, suffer discrimination in the performance of any Work under this Agreement when employed by Consultant. Consultant agrees to comply with all applicable requirements of federal and state civil rights and rehabilitation statutes, rules and regulations. Further, Consultant agrees not to discriminate against a disadvantaged business enterprise, minority -owned business, woman -owned business, a business that a service -disabled veteran owns or an emerging small business enterprise certified under ORS 200.055, in awarding subcontracts as required by ORS 279A.I 10. 17. Consultant's Compliance With Tax Laws: 17.1 Consultant represents and warrants to the City that: 17.1.1 Consultant shall, throughout the term of this Agreement, including any extensions hereof, comply with: (i) All tax laws of the State of Oregon, including but not limited to ORS 305.620 and ORS Chapters 316, 317, and 318; (ii) Any tax provisions imposed by a political subdivision of the State of Oregon applicable to Consultant; and (iii) Any rules, regulations, charter provisions, or ordinances that implement or enforce any of the foregoing tax laws or provisions. 17.1.2 Consultant, further certifies that consultant is not in violation of any Oregon tax laws referenced in ORS 305.380(4). 18. Governing Law; Jurisdiction: This Agreement shall be governed and construed in accordance with the laws of the State of Oregon without regard to conflict of laws principles. Exclusive venue for litigation of any action arising under this Agreement shall be in the Circuit Court of the State of Oregon for Jackson County unless exclusive jurisdiction is in federal court, in which case exclusive venue shall be in the federal district court for the district of Oregon. Each party expressly waives any and all rights to maintain an action under this Agreement in any other venue. 19. Notice. Whenever notice is required or permitted to be given under this Agreement, such notice shall be given in writing to the other party by personal delivery, by sending via a reputable commercial overnight courier, by mailing using registered or certified United States mail, return receipt requested, postage prepaid, or by electronically confirmed at the address or facsimile number set forth below: If to the City: Ashland Police Department Attn: Tighe O'Meara 1155 E Main ST Ashland, Oregon 97520 Telephone: 541-552-2142 With a copy to: City of Ashland - Legal Department 20 East Main Street Ashland, Oregon 97520 Telephone: 541-488-5350 If to Consultant: 1 st Watch Wellness Barry Toone 1481 E. Pioneer Road Draper, UT 84020 Telephone: 602-908-9218 20. Amendments. This Agreement may be amended only by written instrument executed by both parties with the same formalities as this Agreement. 21. THIS AGREEMENT AND THE ATTACHED EXHIBITS CONSTITUTE THE ENTIRE UNDERSTANDING BETWEEN THE PARTIES. THERE ARE NO UNDERSTANDINGS, AGREEMENTS, OR REPRESENTATIONS, EITHER ORAL OR WRITTEN, NOT SPECIFIED HEREIN REGARDING THIS AGREEMENT. CONSULTANT, BY SIGNATURE OF ITS AUTHORIZED REPRESENTATIVE, HEREBY ACKNOWLEDGES THAT HE/SHE HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. 22. Certification. Consultant shall execute the certification attached hereto as "Exhibit C" and incorporated herein by this reference. IN WITNESS WHEREOF the parties have caused this Agreement to be signed in their respective names by their duly authorized representatives as of the dates set forth below. CITY OF ASHLAND: 7"i;iA.-0 iYl ,u , By: Tighe 'Mears (Feb 22, 2024 12:46 PST) Signature Tighe O'Meara 22/02/2024 Printed Name Chief of Police Title Date Purchase Order No. 0000 First Watch Wellness, LLC, d/b/a/ V Watch Wellness, a Utah limited liability company (CONSULTANT): By: g C. %99rL2 ignature Barry C. Toone Printed Name Director of Operations, First Watch Wellness, LLC d/b/a 1st Watch Wellness, a Utah limited liability company Title February 22, 2024 Date T�o� Low By: Troy loi�i�+ (Feb 23, .. 24 03:40 PST) Signature Troy Long Printed Name Manager, Deer Hollow Holdings, LLC, a Utah limited liability company Title 23/02/2024 Date (W-9 is to be submitted with this signed Agreement) I SAMURM-911 City of Ashland LIVING WAGE Per hour, effective June 30, 2023. %661 The Living Wage is adjusted annually every June 30 by the Consumer Price Index. ;or all hours worked under a service contract between their employer and the City of Ashland if the contract exceeds $25,335-05 or more. IF For all hours worked in a month, 4 the employee ,spends 50% or more of the employee's time in !hat month working on a prclect of � For additional infonnation: pz 'on of the business of ,heir employer: if the employer has ten or more employees, and has received financial assistance for the projea or business from the City of Ashland over $25,335.05; If their employer is the Ci j of Ashland, includ-ing the Park: and Recreation 0-parment In calculating the InArvg wage, employers may add the value of health care, reverrew., 401K, and IRS eli0le cafeteria plans (Including childcare) benefit's to the en-ployee% amount of wages. • Note: For temporary and par -time employees, the Living Wage does not apply hours woA�ed m the first 040 in any calendar year. For more details, please see Ashland Wrxjpal Code Section 3.1020- Cal the Ashland City Manager's office at 541-488-6002 or write to the C4 Manager, City Kall, 20 East Main Street, Ashland, OR 97520, or visit the Citys website at wym.ashland.or, us. Notice to Employers: This notice must be posted in areas where it can be seen by all eqkyees. CITY OF ASHLAND EXHIBIT C CERTIFICATIONS/REPRESENTATIONS: Consultant, by and through its authorized representative, under penalty of perjury, certifies that (a) the number shown on the attached W-9 form is its correct taxpayer ID (or is waiting for the number to be issued to it and (b) Consultant is not subject to backup withholding because: (i) it is exempt from backup withholding, or (ii) it has not been notified by the Internal Revenue Service (IRS) that it is subject to backup withholding as a result of a failure to report all interest or dividends, or (iii) the IRS has notified it that it is no longer subject to backup withholding. Consultant further represents and warrants to City that: (a) it has the power and authority to enter into this Agreement and perform the Work, (b) the Agreement, when executed and delivered, shall be a valid and binding obligation of Consultant enforceable in accordance with its terms, (c) the work under the Agreement shall be performed in accordance with the highest professional standards, and (d) Consultant is qualified, professionally competent, and duly licensed (if applicable) to perform the Work. Consultant also certifies under penalty of perjury that its business is not in violation of any Oregon tax laws, it is an independent contractor as defined in the Agreement, it is authorized to do business in the State of Oregon, and Consultant has checked four or more of the following criteria that apply to its business. _X (1) Consultant carries out the work or services at a location separate from a private residence or is in a specific portion of a private residence, set aside as the location of the business. _X (2) Commercial advertising or business cards or a trade association membership are purchased for the business. _X (3) Telephone listing is used for the business separate from the personal residence listing. _X (4) Labor or services are performed only pursuant to written contracts. _X_ (5) Labor or services are performed for two or more different persons within a period of one year. _X (6) Consultant assumes financial responsibility for defective workmanship or for service not provided as evidenced by the ownership of performance bonds, warranties, errors and omission (professional liability) insurance or liability insurance relating to the Work or services to be provided. Consulta 's signature February 22, 2024 Date CityContract_PD_l stWW Final Audit Report 2024-02-23 Created: 2024-02-22 By: Barry Toone (barry@barryctoonelaw.com) Status: Signed Transaction ID: CBJCHBCAABAAffOD1sUK5VetV-RW1jd1yUJcvS6D51XG TityContract_PD_1 stWW" History Document created by Barry Toone (barry@barryctoonelaw.com) 2024-02-22 - 8:39:31 PM GMT- IP address: 24.10.174.149 t + Document emailed to Troy Long (tlong@deerhollowrecovery.com) for signature 2024-02-22 - 8:39:35 PM GMT Document emailed to Tighe O'Meara (tighe.omeara@ashland.or.us) for signature 2024-02-22 - 8:39:35 PM GMT Email viewed by Troy Long (tlong@deerhollowrecovery.com) 2024-02-22 - 8:40:21 PM GMT- IP address: 66.249.84.193 in Email viewed by Tighe O'Meara (tighe.omeara@ashland.or.us) 2024-02-22 - 8:41:05 PM GMT- IP address: 66.241.64.95 &Q Document e-signed by Tighe O'Meara (tighe.omeara@ashland.or.us) Signature Date: 2024-02-22 - 8:46:49 PM GMT - Time Source: server- IP address: 66.241.64.95 i 4 Document e-signed by Troy Long (tlong@deerhollowrecovery.com) Signature Date: 2024-02-23 - 4:40:48 PM GMT - Time Source: server- IP address: 166.196.75.78 © Agreement completed. 2024-02-23 - 4:40:48 PM GMT a Adobe Acrobat Sign ist W. TCH WELLNESS EXHIBIT `A' SCOPE OF WORK 1st Watch Wellness and Ashland 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 ("1st Watch" or "Provider"), of 1481 E. Pioneer Road, Draper, Utah 84020, and Ashland Police Department (hereafter "Ashland" or ""Recipient"), of 1155 East Main Street, Ashland, OR 97520 (individually "Party" and collectively "Parties") and shall be effective as of January 1, 2024 (the "Effective Date"). Wherefore, the Parties warrant, covenant, and agree as follows: 1 1. PURPOSE 1.1. 1st Watch shall provide mental -health services and wellness and resiliency training to Clients as defined in this Agreement and subject to the terms and conditions contained herein. 2. DEFINITIONS 2.1. 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. 2.2. Chief or Director or Sheriff 2.2.1. Chief under this Agreement refers to Chief Tighe O'Meara, Police Chief, City of Ashland. 2.3. 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). 2 2.4. 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. 2.5. Effective Date 2.5.1. Effective Date means January 1, 2024. 2.6. Employee(s) 2.6.1. Employee(s) means individuals employed by Ashland Police Department, whether full or part time. 2.7. Employer 2.7.1. Employer means Ashland Police Departments. 2.8. 1s' Watch Services 2.8.1. 1st Watch Services (or Services) means the professional services identified in Section 3 of this Agreement. 91 2.9. 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. 2.10. Point of Contact 2.10.1. Point of Contact means the agreed upon individual identified below with whom Provider is authorized to communicate on non -confidential, administrative matters related to this Agreement. The Point of Contact for both departments shall be: Tighe O'Meara Chief of Police 1155 East Main Street Ashland, OR 97520 tighe.omeara@ashland.or.us 541-552-2142 2.11. Provider 2.11.1. Provider means 1st Watch. 2.12. Provider's Clinicians 2.12.1. Provider's Clinicians are the licensed clinicians and subject - matter experts employed by 1st Watch. Provider's Clinicians deliver the Services (see Section 3) provided for under this Agreement. 4 2.13. 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. 2.14. 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; 5 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. 2.15. Session 2.15.1. Session means an individual session between Provider's Clinicians and Client. 2.16. Significant Other 2.16.1. Significant Other under this Agreement means individuals bound to Ashland Employees 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. 2.17. Wellness Checkup 2.17.1. A Wellness Checkup is a mandatory, semiannual checkup between Provider's Clinicians and Employees conducted via the Platform. Cel 3. 1st WATCH SERVICES: UTILIZATION SCHEDULE 1st Watch Service Description of Service Wellness Checkup A mandatory, semiannual checkup between Provider's Clinicians and Employees. Session An individual sixty (60) minute session between Provider's Clinician and Client. Training Resilience/Wellness/Mental Health Education. Quarterly training for Peer Support and Employees. Post Critical Incident Support If requested, live (on -the -ground) support following a critical incident. 4. 1st WATCH SERVICE RATES 4.1. 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. 7 1st Watch Service Service Rates Wellness Checkup $189.00 per checkup Session $189.00 per session (up to 6 sessions per Client per contract year) Quarterly Training Travel Costs (no charge if outside Utah) *Any travel costs musts be pre -approved by Ashland prior to booking. Post Critical Incident Support $189 per hour for on -the -ground support following a critical incident. 5. BILLING PRACTICES 5.1. Provider Representations 5.1.1. Provider represents and warrants the following: 5.1.1.1. Provider agrees to invoice Ashland for all services. Invoices will be sent to the designated Point of Contact : (see Section 2.10 above) and only pursuant to the terms and conditions set forth in this Agreement. 5.1.1.2. Provider will not directly engage in any billing or billing activity with any individual or entity, including Clients, employees or agents Ashland, 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 the invoice to the Point of Contact within thirty (30) days of the delivery of Services; 5.1.2.2. Invoices 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; 5.1.2.3. Invoices shall consist of reference numbers or service codes that provide sufficient information for the Point of Contact to process and remit payment without needing the names of Clients, thereby preserving anonymity and 9 protecting the privacy of those individuals choosing to take advantage of the Services. 5.2. Waiver of Payment 5.2.1. Notwithstanding Section 4 ("1st Watch Service Rates") and Section 5.1.2 ("Conditions for Payment"), Provider shall not require Recipient to pay for the Wellness Checkups conducted during the first year of this Agreement (January 1, 2024 through December 31, 2024), and Provider shall only bill commercial insurance for any individual Sessions conducted during this same period, in exchange for the Recipient's support and cooperation regarding utilization of 1st Watch Services. Specifically, the Recipient, working with 1st Watch, shall create policies and procedures to ensure that Ashland achieves a minimum 80% utilization with the mandatory, semi-annual Wellness Checkups (see Section 3). For the avoidance of doubt, the Recipient, each 6-month period, agrees to achieve a minimum 80% utilization (completion) of the Wellness Checks for Employees. Failure to meet this 80% utilization shall, at Provider's discretion, be deemed sufficient grounds to terminate for cause pursuant to Section 6.2 below. Beginning January 1, 2025, the Parties agree to the Provider's standard rates as set forth in Section 4. 10 6. TERM 6.1. Effective Date and Term 6.1.1. This Agreement shall run from the Effective Date until December 31, 2026. This Agreement shall renew for an additional three (3) year term if both Parties agree to said renewal no later than ninety (90) days prior to the expiration of the original term. 6.2. Termination for Cause 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 any 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 this Agreement; and F) A pattern of repeated non -material breaches. 11 6.3. Termination Without Cause 6.3.1. Notwithstanding Section 6.1.1 above, this Agreement may be terminated, for any reason whatsoever, by either Party provided that the terminating Party gives one -hundred -twenty (120) 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. 6.4. 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 Operations 1st Watch Wellness Tighe O'Meara Chief of Police Ashland Police Department 1481 E. Pioneer Road Draper, Utah 84020 1155 East Main Street Ashland, OR 97520 barry@lslwatchwellness.com tighe.omeara@ashland.or.us 602-908-9218 541-552-2142 12 6.5. 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. In no event shall records be turned over to anyone other than the designated continuum -of -care provider, including, but not limited to, the Employer, City of Ashland, 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 7.1. 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 Abuse Outpatient Treatment (License Number OT - 61220); 13 7.1.1.2. Provider is accredited by The Joint Commission (Number 585088); 7.1.1.3. Provider's clinicians are individually licensed in Oregon 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 have the education, knowledge, training, and experience to render the Services set forth in this Agreement; 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 14 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 8.1. 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 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 Ashland, Employer, or the Point of Contact; 15 8.1.2. Both Provider and the Point of Contact agree that any communication 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 anyone, including, but not limited to, City of Ashland, 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. 8.2. Notwithstanding this Section 8, Provider may share Client's confidential information if, and only if: 16 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 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. 8.3. If the disclosure of Client's file is required for reasons identified in Section 8, and if a City of Ashland officer or employee, by rule or by virtue of assignment or job description, has a fiduciary duty to protect City of Ashland's interests and/or is tasked with responding on behalf of City of Ashland 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 Ashland's agent; and City of 17 Ashland's agent shall not be permitted access to the sealed documents unless access is required by law. 9. INSURANCE PROVISIONS 9.1. 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 contract and Product and Completed Operations if available. Such insurance shall be primary and non-contributory. Coverage shall be a minimum of $2,000,000 per occurrence, and $2,000,000 aggregate. 9.2. 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. In 10. FINAL PROVISIONS 10.1. Third Party Beneficiaries 10.1.1. Nothing expressed or implied in this Agreement is intended to confer any benefits, rights, remedies, obligations, or liabilities to any person or persons other than the Parties and their respective successors or assigns. 10.2. Notice 10.2.1. 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 9.3.1. 19 10.3. Limited Contract Confidentiality 10.3.1. Pursuant to ORS 192.345(2), the Parties shall treat the entirety of Section 4 of this Agreement ("1st Watch Service Rates") and Section 5.2 ("Waiver of Payment") as confidential, and the Recipient shall regard the content of same as a business and trade secret and will redact or otherwise not disclose said Section 4 to any third party except as may be required by law. 10.4. Choice of Law and Jurisdiction 10.4.1. 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 with, the laws of the State of Oregon, and the Parties hereby agree to the exclusive jurisdiction of the courts in the State of Oregon. 20 10.5. Section Headings 10.5.1. 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. 10.6. Survival 10.6.1. 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. - Continue to Signature Page - 21 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: By: Barry C. Toone Director of Operations First Watch Wellness, LLC d/b/a 1st Watch Wellness a Utah limited liability company Date: February 22, 2024 Tighe O'Meara Police Chief TfOy Lorrg-77 7- Troy Long Manager Deer Hollow Holdings, LLC a Utah limited liability company 23/02/2024 FOR RECIPIENT: Ashland Police Department Date: 22/02/2024 22 AshlandPD_1stWW_ Final Audit Report 2024-02-23 Created: 2024-02-22 By: Barry Toone (barry@barryctoonelaw.com) Status: Signed Transaction ID: CBJCHBCAABAA3rzuGZgdjXt6EBInSgHG4SapQVMcaLsj "AshlandPD_1 stWW_" History Document created by Barry Toone (barry@barryctoonelaw.com) 2024-02-22 - 8:34:55 PM GMT- IP address: 24.10.174.149 Ey Document emailed to Troy Long (tlong@deerhollowrecovery.com) for signature 2024-02-22 - 8:34:59 PM GMT P4 Document emailed to Tighe O'Meara (tighe.omeara@ashland.or.us) for signature 2024-02-22 - 8:34:59 PM GMT Email viewed by Troy Long (tlong@deerhollowrecovery.com) 2024-02-22 - 8:36:26 PM GMT- IP address: 66.249.84.196 r� Email viewed by Tighe O'Meara (tighe.omeara@ashland.or.us) 2024-02-22 - 8:37:51 PM GMT- IP address: 66.241.64.95 Cra Document e-signed by Tighe O'Meara (tighe.omeara@ashland.or.us) Signature Date: 2024-02-22 - 8:38:19 PM GMT - Time Source: server- IP address: 66.241.64.95 L}© Document e-signed by Troy Long (tlong@deerhollowrecovery.com) Signature Date: 2024-02-23 - 4:41:14 PM GMT - Time Source: server- IP address: 166.196.75.78 is Agreement completed. 2024-02-23 - 4:41:14 PM GMT a Adobe Acrobat Sign ACOR 1 a CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDD/YYYY) 02/23I2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER All Risk Managers Insurance 5679 S. Redwood Rd Unit 25 Lake City, UT 84123 CONTACT NAME: Ryan C Roestenburg PHONE FAX AIc No Ext: (801)978-6244 AIc No: (801)978-6246 ADDREE-MSalt SS: ryan@allriskmanagers.com License #: 968616 INSURERS) AFFORDING COVERAGE NAIC # INSURER A: Pennsylvania Manufacturers Association Ins Co INSURED INSURER B : Manufacturers Alliance Insurance company INSURERC: First Dakota Indemnity Company FIRST WATCH WELLNESS 13867 S Bangerter Parkway 201 INSURER D: DRAPER, UT 84020 INSURER E: INSURER F : COVERAGES CERTIFICATE NUMBER: 00000979-569055 REVISION NUMBER: 93 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL 5 SUBR POLICY NUMBER POLICY EFF MMIDD/YYYY POLICY EXP MM DD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY Y 822401 1441112 03/01/2024 03/01/2025 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE � OCCUR DAMAGE TO RENTED ccurence)$ PREM SES (E. occurrence) 100,000 MED EXP (Any one person) $ 5,000 PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY JECT PRO ❑ LOC PRODUCTS - COMP/OP AGG $ 2,000,000 $ OTHER: B AUTOMOBILE LIABILITY 152401 1441112 03/01/2024 03/01/2025(CEO, MINED a.c"1SINGLE LIMIT $ 1,000,000 BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOSHIRED NON -OWNED AUTOS ONLY Exx XAUTOS ONLY AUTOS ONLY BODILY INJURY (Per accident) $ PROP cidenDAMAGE $ A X UMBRELLA LIAB X OCCUR 602401 1441112 03/01/2024 03/01/2025 EACH OCCURRENCE $ 3,000,000 AGGREGATE $ 3,000,000 EXCESS LU1B CLAIMS -MADE DED I X I RETENTION $ 10,000 $ `+ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNEWEXECUTIVE Y / N OFFICER/MEMBER EXCLUDED? (Mandatory In NH) N / A WC011-0070418-2023A 08/15/2023 08/15/2024 X STATUTE 'ROTH- E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below A professionaLiabilty 382401 1441112 03/01/2024 03/01/2025 1,0 0,000/2,000,000 A Abuse Conduct 822401 1441112 03/01/2024 03/01/2025 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is required) CERTIFICATE HOLDER CANCELLATION City of Ashland 20 E. Main Street Ashland, OR 97520 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE fJ 1988-ZU15 AGUKU GUKYUKA I IUN. All rlgnts reserves. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD Printed by RCR on 02/23/2024 at 03:57PM COMMERCIAL GENERAL LIABILITY CG20431219 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - AUTOMATIC STATUS WHEN REQUIRED IN WRITTEN CONTRACT OR AGREEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Section II — Who Is An Insured is amended to include as an additional insured any person(s) or organization(s) for whom you have agreed in writing in a contract or agreement that such person(s) or organization(s) be added as an additional insured on your policy. Such person(s) or organization(s) is an additional insured only with respect to liability for: 1. "Bodily injury" or "property damage" not included in the "products -completed operations hazard"; or 2. "Personal and advertising injury"; caused by, in whole or in part, your acts or omissions or the acts or omissions of those acting on your behalf in the performance of your operations. B. The insurance afforded to such additional insured described in Paragraph A. of this endorsement: 1. Only applies to the extent permitted by law; and 2. Will not be broader than that which you are required by the contract or agreement to provide for such additional insured. C. With respect to insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" due to rendering of or failure to render any professional service. This includes but is not limited to: 1. Legal, accounting or advertising services; 2. Preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings or specifications; 3. Inspection, supervision, quality control, architectural or engineering activities done by or for you on a project on which you serve as construction manager; CG20431219 4. Engineering services, including related supervisory or inspection services; 5. Medical, surgical, dental, X-ray or nursing services treatment, advice or instruction; 6. Any health or therapeutic service treatment, advice or instruction; 7. Any service, treatment, advice or instruction for the purpose of appearance or skin enhancement, hair removal or replacement, or personal grooming or therapy; 8. Any service, treatment, advice or instruction relating to physical fitness, including service, treatment, advice or instruction in connection with diet, cardiovascular fitness, bodybuilding or physical training programs; 9. Optometry or optical or hearing aid services including the prescribing, preparation, fitting, demonstration or distribution of ophthalmic lenses and similar products or hearing aid devices; 10. Body piercing services; 11. Services in the practice of pharmacy; 12. Law enforcement or firefighting services; and 13. Handling, embalming, disposal, burial, cremation or disinterment of dead bodies. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or failure to render any professional service. © Insurance Services Office, Inc., 2018 Page 1 of 2 INSURED COPY D. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: The most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement described in Paragraph A.; or Page 2 of 2 2. Available under the applicable limits of insurance; whichever is less. This endorsement shall applicable limits of insurance. © Insurance Services Office, Inc., 2018 not increase the CG20431219 INSURED COPY