HomeMy WebLinkAboutCrisis Reality Training, Inc.- Training agreement with Yakima Municipal CourtCRISIS
EALITY
Imiums=
TRAINING AGREEMENT
This Agreement is made as of the 3rd day of February, 2026, by and between Crisis Reality Training, Inc.
("CRT") and Yakima Municipal Court ("Client").
1. Engagements
Subject to the terms and conditions set forth in this Agreement, Client retains and engages CRT to perform such
training services (the "Services") as the parties shall from time to time agree upon as described in a Statement
of Work signed by both parties in the form set forth in Exhibit A (each an "Engagement"). Such Engagements
shall be on a nonexclusive basis. The schedule and location for each Engagement shall be as set forth in the
applicable Statement of Work. However, Client acknowledges that the timely performance of the Services may
depend upon the timely performance of related tasks that are the responsibility of Client or a third party or on
other circumstances beyond CRT's control, and therefore the schedule is subject to change if CRT determines
such change is reasonably necessary. If CRT requires a change in date, the parties shall negotiate in good faith
to find a mutually agreeable new date for the training.
2. Compensation
2.1 As compensation for the Services performed in connection with each Engagement, Client shall
pay to CRT the amount set forth in the applicable Statement of Work. In addition, Client shall reimburse CRT
for all expenses reasonably incurred by CRT in the performance of the Services, including without limitation
travel expenses.
2.2 Client shall make payments to CRT within thirty (30) days after receipt of an invoice from CRT.
If Client fails to make any payment when due, then late charges of the maximum allowable amount under
applicable law shall also become payable by Client to CRT.
3. Intellectual Property; License of Training Materials
3.1 All rights in and to the CRT training materials and content used in connection with this
Agreement and any materials and content developed or prepared by CRT or Client in connection with the
Services, including without limitation any modifications or enhancements made to such materials and content in
connection with this Engagement (the "Training Materials"), together with all copyrights, patents, patent rights,
trademarks, trade secrets and other proprietary rights therein (the "Intellectual Property Rights"), are and will
remain the sole property of CRT, and Client will have or obtain no rights in or to such Training Materials other
than to use them as authorized by CRT. In the event that Client makes any modifications or enhancements to
the Training Materials or otherwise assists in any manner with the development or preparation of any Training
Materials, all right therein shall belong exclusively to CRT except for those policies, procedures, Client's name
and logo which will remain the property of the Client.
3.2 Client may make one copy of all training handouts provided by CRT for each participant
attending the training sessions, for which copies have not been provided by CRT.
1
3.3 If either party obtains access to Confidential Information of the other party (as defined below) in
connection with the performance of this Agreement, then the receiving party agrees to maintain the
confidentiality of the Confidential Information and to not use or disclose such Confidential Information to any
third party except as necessary to carry out the terms of this Agreement without the prior written consent of the
disclosing party. As used herein, the term "Confidential Information" shall mean any trade secrets or other
information of the disclosing party that is not generally available to the public and that is marked or otherwise
designed in writing as confidential.
4. Limited Warranties and Limitation of Liability
4.1 Limited Warranty
During the term of each Engagement, CRT warrants that the Services performed by CRT in connection with
such Engagement will substantially conform to the description set forth in the applicable Statement of Work.
EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, CRT MAKES NO WARRANTY,
EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DESIGN OR SUITABILITY WITH
RESPECT TO THE ENGAGEMENT OR ANY SERVICES, PRODUCTS OR TRAINING MATERIALS
PROVIDED UNDER THIS AGREEMENT. CRT SHALL NOT BE LIABLE FOR ANY SERVICES OR
PRODUCTS PROVIDED BY ANY THIRD PARTY REFERRED TO CLIENT BY CRT.
4.2 Limitation of Liability
CRT SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR
PUNITIVE DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS), EVEN IF CRT WAS
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL CRT'S TOTAL
LIABILITY TO CLIENT FOR ANY AND ALL CLAIMS, WHETHER BASED ON CONTRACT, TORT OR
ANY OTHER LEGAL THEORY, RELATING TO OR ARISING UNDER THIS AGREEMENT, THE
SERVICES, OR THE TRAINING MATERIALS EXCEED THE AMOUNT ACTUALLY PAID BY CLIENT
TO CRT UNDER THIS AGREEMENT FOR THE SPECIFIC ENGAGEMENT OUT OF WHICH THE
CLAIM ARISES.
5. Term and Termination
5.1 Term. The term of this Agreement will commence upon the effective date of this Agreement and
will continue until terminated as set forth below (the "Term"). The term of each Engagement shall last until the
completion of the training to be provided pursuant to the Statement of Work.
5.2 Termination. Either party may terminate this Agreement upon Thirty(30) days prior written notice,
provided that if Client terminates this Agreement prior to the completion and acceptance of all Services to be
performed under any outstanding Engagement with less than thirty (30) days written notice, then Client may be
subject to a Twenty percent (20%) cancellation fee if CRT is not able to rebook that time for another client.]
5.3 Survival. Sections 2, 3, 4, 5, and 6 of this Agreement will survive termination or expiration of the
Term.
6. Miscellaneous
6.1 Independent Contractor. CRT will be and act as an independent contractor in the performance of
the Services and not as an agent of Client, and this Agreement will not be interpreted or construed as creating or
evidencing an association, joint venture, partnership or franchise among the parties or as imposing any
partnership or franchisor obligation or liability on any party.
6.2 Governing Law. This Agreement will be interpreted, construed and enforced in accordance with
the laws of the State of Washington, without reference to its choice of law rules. Contractor hereby irrevocably
consents to the jurisdiction of the courts of the State of Washington with venue in Pierce County and of the
United States District Court for the Western District of Washington.
2
6.3 Headings. The headings of sections, paragraphs and subparagraphs of this Agreement are for
convenience of reference only and are not intended to restrict, affect or be of any weight in the interpretation or
construction of the provisions of such sections, paragraphs or subparagraphs.
6.4 Entire Agreement. This Agreement and any mutually executed Statement of Work under this
Agreement constitute the entire agreement, and supersede any and all prior agreements, of CRT and Client
relating to the Engagement, the Services or the subject matter hereof.
6.5. The failure of CRT to insist upon or enforce strict perfoi mance of any other provisions of this
Agreement or to exercise any of its right or remedies under this Agreement will not be construed as a waiver or
a relinquishment to any extent of CRT's rights to assert or rely on any such provision, right or remedy in that or
any instance; rather, the same will be and remain in full force and effect.
6.6 Notices. Any notice or other communication under this Agreement shall be deemed to be properly
made if given in writing and delivered in person, sent via facsimile or overnight courier or mailed via certified
mail, return receipt requested, properly addressed and stamped with the required postage, to the address listed
on the signature page of this Agreement. Either party may from time to time change its address for notices and
other communications under this Agreement by giving the other party notice of such change in accordance with
this Section.
IN WITNESS WHEREOF the parties have executed this Agreement as of the date set forth in the introduction.
CRT:
Crisis Reality Training, Inc.
P.O. Box 64381
Tacoma, WA 98464-0381
Signature:
By: Jesus M. Villahermosa, Jr.
Title: President
Date Signed: February 3, 2026
CLIENT:
Yakima Municipal Court
200 S 3' Street
Yakima, WA 98901
Signature:
By: U
Title:
rn
Date Signed: libt
CITY CONTRACT NO:
RESOLUTION NO: N 1 A.
9,0?-10-01ci
Statement of Work - No. 05052026
Schedule of Training: CRT will provide the Client with 2 separate training sessions on May
05th, 2026. The first will be Situational Awareness from 10:00 a.m. to 12:00 p.m. and the
second being Surviving the Active Lethal Threat Event from 1:00 p.m. to 4:00 p.m.
2. Location of Training: Yakima Municipal Court, 200 S 3rd Street, Yakima, WA 98901.
3. Compensation and Payment Terms: The Client will pay CRT in the amount of $4,000.00 for
these training sessions plus traveling expenses to include overnight lodging, meals and mileage
at the IRS rate of .72.5 cents a mile. CRT will invoice the Client immediately following the
training with a 30 payable date.
4. Other Terms: Should the Client terminate this contract within the stated time frame in 5.2,
Termination, the Client also agrees to reimburse CRT for any and all costs related to preparing
for this training. Both CRT and Client agree that a signed and scanned copy of this contract will
for all purposes be considered legally binding as if this contract were an original. NOTE:
Audio/Visual recording of any kind is explicitly prohibited without previous written
authorization by CRT.
5. Presentation/Training Needs: CRT will need the following audio/visual aids to provide the
training. A training site that will comfortably facilitate the audience, proper lighting, a projector
with a HDMI or VGA port, a screen to project CRT's presentation, an audio jack to plug into
CRT's laptop computer and a hand held or lavalier microphone.
6. Per Washington State ESSB 5814 Chapter 422, Laws of 2025, CRT will be charging sales tax
on the daily fee for this training depending on the Client's physical location and Zip Code.
CRT:
Crisis Reality Training, Inc.
P.O. Box 64381
Tacoma, WA 98464-0381
Signature:
By: Jesus Jesus M. Villahermosa, Jr.
Title: President
Date Signed: February 3, 2026
CLIENT:
Yakima Municipal Court
200 S 3rd Street
Yakima, WA 98901
Title:
Date Signed:
4
Addendum No. 1 to Agreement(s)
Between the City of Yakima & Crisis Reality Training, Inc.
The City of Yakima ("City") and Crisis Reality Training, Inc. ("CRT') are parties to that certain
Training Agreement dated February 3, 2026 ("Agreement"). The parties agree that the Agreement, whether
entered into prior to or after the execution of this Addendum, shall be fully subject to the terms of this
Addendum and that the Addendum is made a part and is incorporated into the terms of the Agreement. To
the extent of a conflict between the terms of the Agreement and this Addendum, the terms of this Addendum
shall control.
1. INDEMNIFICATION AND HOLD HARMLESS:
a. CRT shall take all necessary precautions in performing the services under the Agreement to
prevent injury to persons or property. CRT agrees to release, indemnify, defend, and hold
harmless the City, its elected and appointed officials, officers, employees, agents,
representatives, insurers, attorneys, and volunteers from all liabilities, losses, damages, and
expenses related to all claims, suits, arbitration actions, investigations, and regulatory or other
governmental proceedings arising from or in connection with the Agreement or the acts, failures
to act, errors or omissions of CRT, or any of CRT's agent(s) or subcontactor(s), in performance
of the Agreement, except for claims caused by the City's sole negligence.
b. Industrial Insurance Act Waiver. It is specifically and expressly understood that CRT waives
any immunity that may be granted to it under the Washington State industrial insurance act,
Title 51 RCW, solely for the purposes of this indemnification. CRT's indemnification shall not
be limited in any way by any limitation on the amount of damages, compensation or benefits
payable to or by any third party under workers' compensation acts, disability benefit acts or any
other benefits acts or programs. CRT shall require that its subcontractors, and anyone directly
or indirectly employed or hired by CRT, and anyone for whose acts CRT may be liable in
connection with its performance of this Agreement, comply with the terms of this paragraph,
waive any immunity granted under Title 51 RCW, and assume all potential liability for actions
brought by their respective employees. The Parties acknowledge that they have mutually
negotiated this waiver.
c. Should a court of competent jurisdiction determine that this Agreement is subject to RCW
4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or
damages to property caused by or resulting from the concurrent negligence of the CRT and
the City, the CRTs liability, including the duty and cost to defend, shall be only to the extent of
the CRT's negligence.
d. Nothing contained in this Section or this Agreement shall be construed to create a liability or a
right of indemnification in any third party.
2. INSURANCE:
At all times during performance of the service or obligations under the Agreement, CRT shall secure
and maintain in effect insurance to protect the CITY and CRT from and against all claims, damages, losses,
and expenses arising out of or resulting from the performance of the Agreement. CRT shall provide and
maintain in force insurance in limits no less than those stated below, as applicable. The CITY reserves the
right to require higher limits should it deem it necessary in the best interest of the public. If CRT carries
higher coverage limits than the limits stated below, such higher limits shall be shown on the Certificate of
Insurance and Endorsements and CRT shall be named as an additional insured for such higher limits.
CRT shall provide a Certificate of Insurance to the City as evidence of coverage for each of the policies
and outlined herein. A copy of the additional insured endorsement attached to the policy shall be included
with the certificate. This Certificate of insurance shall be provided to the City prior to commencement of
work. Failure to provide the City with proof of insurance and/or to maintain such insurance outlined herein
shall be a material breach of this agreement and a basis for termination.
Failure by the City to demand such verification of coverage with these insurance requirements or failure of
the City to identify a deficiency from the insurance documentation provided shall not be construed as a
waiver of CRT's obligation to maintain such insurance.
CRT's insurance coverage shall be primary insurance with respect to those who are Additional
Insureds under the Agreement, and any insurance, self-insurance or insurance pool coverage maintained
by the City shall be in excess of the CRTs insurance and neither the City nor its insurance providers shall
contribute to any settlements, defense costs, or other payments made by CRT's insurance. All additional
insured endorsements required by this Section shall include an explicit waiver of subrogation.
2.1 Commercial General Liability Insurance. Before this Addendum is fully executed by
the parties, CRT shall provide the CITY with a certificate of insurance as proof of
commercial liability insurance and commercial umbrella liability insurance with a total
liability limit of the limits required in the policy, subject to minimum limits of Two Million
Dollars ($2,000,000.00) per occurrence combined single limit bodily injury and property
damage, and Two Million Dollars ($2,000,000.00) general aggregate. The certificate
shall clearly state who the provider is, the coverage amount, the policy number, and when
the policy and provisions provided are in effect. Said policy shall be in effect for the
duration of this Agreement. The policy shall name the CITY, its elected and appointed
officials, officers, agents, employees, and volunteers as additional insureds. The insured
shall not cancel or change the insurance without first giving the CITY thirty (30) calendar
days prior written notice. The insurance shall be with an insurance company or
companies rated A-VII or higher in Best's Guide and admitted in the State of Washington.
2.2 Commercial Automobile Liability Insurance.
a. CRT has provided the City the attached Certificate of Insurance covering the
vehicle CRT's representative intends to use for travel to and from the training described
in the Agreement. CRT warrants that the vehicle covered by the Certificate of Insurance
will be the only vehicle used to complete the work described in the Agreement.
b. The policy described in the attached Certificate of Insurance shall be in effect for
the duration of the Agreement. The insured and/or CRT shall not cancel or change the
insurance without first giving the CITY thirty (30) calendar days prior written notice.
2.3 Statutory workers' compensation and employer's liability insurance as required by state
law.
2.4 Professional Liability Coverage. Before this Addendum is fully executed by the parties,
CRT shall provide the City with a certificate of insurance as proof of professional liability
coverage with a total liability limit of the limits required in the policy, subject to minimum
limits of Two Million Dollars ($2,000,000.00) per claim, and Two Million Dollars
($2,000,000.00) aggregate. The certificate shall clearly state who the provider is, the
coverage amount, the policy number, and when the policy and provisions provided are
in effect. Said policy shall be in effect for the duration of this Contract. The insured shall
not cancel or change the insurance without first giving the CITY thirty (30) calendar days
prior written notice. The insurance shall be with an insurance company or companies
rated A-VII or higher in Best's Guide. If the policy is written on a claims made basis the
coverage will continue in force for an additional two years after the completion of this
contract.
Failure of either or all of the additional insureds to report m claim under such insurance shall not
prejudice the rights of the C|TY, its elected and appointed officknls, offioers, employees, agents,
and representatives there under, The CITY and the QTY'selected and appointed officials, officers,
prinoipo|a, emp|oyeao, nepreuentativen, and agents shall have no obligation for payment of
premiums because of being named as additional insureds under such insurance. None of the
policies issued pursuant to the requirements contained herein shall be canceled, allowed to expire,
or changed in any manner that affects the rights of the CITY until thirty (30) days after written notice
tothe CITY ofsuch intended cancellation, expiration orchange.
|fetany time during the life ofthe Agreement, orany extension, CRT fails tomaintain the required
insurance in full force and effect, all work under the Agreement shall be discontinued immediately.
Any failure to maintain the required insurance may be sufficient cause for the City to terminate the
Agreement.
3. GOVERNING LAW; JURISDICTION; VENUE
This Agreement shall be administered and interpreted under the laws of the State of Washington,
Jurisdiction of litigation arising from the Agreement shall be in Washington State. If any part of the
Agreement is found to conflict with applicable laws, such part shall be inoperative, null, and void insofar as
it conflicts with said laws, but the remainder of the Agreement shall be in full force and effect. Venue for all
disputes arising under the Agreement shall lie in a court ofcompetent jurisdiction in Yakima County,
Washington.
4. Survival.
The foregoing sections of this Addmndum, inclusive, oho|| survive the expiration or termination of this
Agreement, inaccordance with their terms.
IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be executed by their
respective authorized officers orrepresentatives asufthe o5th day ofMARCH .2028.
Signature
\i`r4�_ '
Printed vt��,^��ri�� Printed Name: Jesus yW.Villahermosa, Jr.
Title: C����� Title: President
Date: �x
~L
on,CONTRACT w�r~
RESOLUTION NO'. W/A