HomeMy WebLinkAboutVerbal Judo Institute, Inc. - De-Escalation Through Intervention Training AgreementAGREEMENT BETWEEN THE
CITY OF YAKIMA
AND
VERBAL JUDO INSTITUTE, INC
THIS AGREEMENT (hereafter "Agreement") is made and entered into by and between
the CITY OF YAKIMA (hereafter "City"), a Washington municipal corporation, and the VERBAL
JUDO INSTITUTE, INC, (hereafter "Verbal Judo Institute").
WHEREAS, the Verbal Judo Institute operates a business featuring instruction in verbal
de-escalation through intervention; and
WHEREAS, the City of Yakima Police Department has personnel who are required to
receive instruction in this field by state statute; and
WHEREAS, the City of Yakima Police Department can provide an environment for training
that can accommodate its employees, as well as attendees from other agencies; and
WHEREAS, the City desires to solicit the services of Verbal Judo Institute to train City of
Yakima Police employees, in the techniques and best practices being taught; and
NOW, THEREFORE, in consideration of the mutual covenants, promises, and
agreements set forth herein, it is agreed by and between the City and Verbal Judo Institute as
follows:
1. SCOPE OF SERVICES. Verbal Judo Institute will allow designated City employees to
attend the "De-escalation Through Intervention" training:
a. The training will include three (3) separate days or thirty-six (30) hours of
classroom instruction in the fields of verbal de-escalation.
a. The tentative dates for the training will be January 6th 19th and 20th of
2023.
b. Any change in the dates will be agreed to by both parties.
b. The training curriculum will be determined by Verbal Judo Institute as a part of
its "De-escalation Through Intervention" instruction block.
c. The City shall provide a space suitable for classroom or lecture -style teaching.
a. The room shall be equipped with a computer, overhead projector or
TVs, audio equipment, desks and chairs.
b. The room will accommodate up to fifty (50) students and instructors.
c. The location will be the Yakima Police Department Training Room
located at 207 S 3rd Street Yakima, WA.
Agreement Between City of Yakima and
Verbal Judo Institute - Page 1 of 5
2. PERIOD OF PERFORMANCE. The period of performance under this Agreement will be
January 2023, but can be rescheduled if both parties agree.
3. COMPENSATION. The City of Yakima agrees to pay Verbal Judo Institute $12,427
.......... ...:.
(twelve thousand four hundred twenty-seven dollars and no cents). The Verbal Judo Institute will
invoice the City for payment after the period of performance has ended.
4. TAXES AND ASSESSMENTS. Verbal Judo Institute shall be solely responsible for
compensating its employees and for paying all related taxes, deductions, and assessments,
including but not limited to, federal income tax, FICA, social security tax, assessments for
unemployment and industrial injury, and other deductions from income which may be required by
law or assessed against either party as a result of this Agreement. In the event the City is
assessed a tax or assessment as a result of this Agreement, Verbal Judo Institute shall pay the
same before it becomes due.
5. AUDITS AND INSPECTIONS.
a. Verbal Judo Institute shall provide access to records to the City, the state and/or
federal agencies or officials at reasonable times to monitor and evaluate the services
provided under this Agreement. The City will give advance notice of not less than 24-
hours notice in advance to Verbal Judo Institute in the case of audits pertaining to the
services provided under this Agreement, to be conducted by the City.
b. Records and documents pertaining to services provided under this Agreement shall
be subject at all reasonable times to inspections, review, or audit by the City and/or
duly authorized federal/state officials, including but not limited to, the Washington
State Auditor. The City will give advance notice to Verbal Judo Institute in the event
an inspection of records is required.
6. INSURANCE. Commercial General Liability Insurance: On or before the effective date
of this Agreement, Verbal Judo Institute shall provide the City with a certificate of insurance and
additional insured endorsement as proof of commercial general liability insurance, or a
combination of commercial liability and umbrella liability, in the amount of One Million Dollars
($1,000,000.00) combined single limit bodily injury and property damage that clearly states who
the provider is, the amount of coverage, 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 of Yakima, its elected and appointed officials, officers, agents, employees and
volunteers as additional insureds on an additional endorsement. Verbal Judo Institute will provide
the City with advance written notice if the policy is cancelled. The insurance shall be with an
insurance company or companies rated A-VII or higher in Best's Guide. If the City is damaged
by the failure of Verbal Judo Institute to maintain the above insurance or to so notify the City, then
Verbal Judo Institute shall bear all costs attributable thereto. If requested, Verbal Judo Institute
shall provide the City with a complete copy of the policy.
7. INDEMNIFICATION.
A. Verbal Judo Institute agrees to defend, indemnify, and hold harmless the City of
Yakima, its officials, officers, employees, volunteers, and agents from any and all suits,
judgments, actions, claims, demands, damages, and costs and expenses, including
reasonable attorneys' fees, which result or arise out of the negligent acts or omissions,
Agreement Between City of Yakima and
Verbal Judo Institute - Page 2 of 5
if any, of Verbal Judo Institute, its officials, officers, employees or agents related to
Verbal Judo Institute' performance or non-performance of the services, duties and
obligations required of it under this Agreement.
8. NONDISCRIMINATION. During the performance of this Agreement, Verbal Judo Institute
shall not discriminate in violation of any applicable federal, state and/or local law or regulation on
the basis of age, sex, race, creed, religion, color, national origin, marital status, disability,
honorably discharged veteran or military status, pregnancy, sexual orientation, and any other
classification protected under federal, state, or local law. This provision shall include but not be
limited to the following: employment, upgrading, demotion, transfer, recruitment, advertising,
layoff or termination, rates of pay or other forms of compensation, selection for training, and the
provision of services under this Agreement.
9. INTEGRATION. This Agreement sets forth all of the terms, conditions, and agreements
of the parties relative to the subject matter hereof and supersedes any and all such former
agreements which are hereby declared terminated and of no further force and effect upon the
execution and delivery hereof.
10. MODIFICATIONS. Either party may request modifications to this Agreement but no
proposed modifications to this Agreement shall be valid or binding upon either party unless such
modification is in writing and executed by both parties.
11. ASSIGNMENT. This Agreement, or any interest herein, shall not be assigned or
transferred in whole or in part by Verbal Judo Institute to any other person or entity without the
prior written consent of the City. In the event that such prior written consent to an assignment is
granted, then the assignee shall assume all duties, obligations, and liabilities of Verbal Judo
Institute stated herein.
12. NON -WAIVER. The waiver of either the City or Verbal Judo Institute of the breach of any
provision of this Agreement by the other party shall not operate and/or be construed as a waiver
of any subsequent breach by either party or prevent either party thereafter enforcing such
provision.
13. SEVERABILITY. If any portion of this Agreement is changed per mutual agreement or
any portion is held invalid, the remainder of the Agreement shall remain in full force and effect.
14. TERMINATION. This Agreement may be terminated, with or without cause, prior to the
date specified above in Section 2, by written notice from either party to the other thirty (30) days
in advance of the termination. In the event of termination, no compensation shall be required,
and Verbal Judo Institute shall issue a refund to the City for any tuition paid by the City prior to
the termination of this agreement.
INDEPENDENT CONTRACTOR. The parties agree that Verbal Judo Institute shall be an
independent contractor in the performance of this Agreement. Verbal Judo Institute as an
independent contractor, assumes the entire responsibility or carrying out and accomplishing the
work/services required under this Agreement. Verbal Judo Institute and its officers, employees,
agents, instructors, and subcontractors shall make no claim of City employment nor shall they
claim any related employment benefits, social security, and/ or retirement.
Agreement Between City of Yakima and
Verbal Judo Institute - Page 3 of 5
15. SURVIVAL. Any provision of this Agreement which imposes an obligation after
termination or expiration of this Agreement shall survive the term or expiration of this agreement
and shall be binding on the parties to this Agreement.
16. NOTICES. Unless stated otherwise herein, all notices and demands shall be in writing
and sent to the parties to their addresses as follows:
TO CITY:
TO VERBAL JUDO INSTITUTE:
Bob Harrison, City Manager
City of Yakima
129 North Second Street
Yakima, WA 98901
Matthew Murray, Chief of Police
Yakima Police Department
200 South Third Street
Yakima, WA 98901-2830
Pam Thompson, CEO
Verbal Judo Institute, LLC
P.O. Box 222
Auburn, NY 13021
or to such other addresses as the parties may hereafter designate in writing. Notices and/or
demands shall be sent by both first class mail postage prepaid and by registered or certified mail,
postage prepaid or hand delivered. Such notices shall be deemed effective when mailed or hand
delivered at the addresses specified above.
17. GOVERNING LAW. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York.
18. VENUE. The venue for any action to enforce or interpret this Agreement shall lie in the
Superior Court of Washington for Yakima County, Washington.
Agreement Between City of Yakima and
Verbal Judo Institute - Page 4 of 5
CITY OF YAKIMA
Robert W. ftammison
By Robert W. Harrison (Nov 23, 2022 08:57 PST)
Bob Harrison, City Manager
Date:
ATTEST:
By
City Clerk
11/23/2022
City Contract No.:
Resolution No.: V 1
Agreement Between City of Yakima and
Verbal Judo Institute - Page 5 of 5
Verbal Judo Institute
By t
Pam Thompson, CEO
Verbal Judo - Yakima - Training Agreement
Final Audit Report 2022-11-23
Created: 2022-11-03
By: Tory Adams (tory.adams@yakimawa.gov)
Status: Signed
Transaction ID: CBJCHBCAABAAi9nVJ2g01w30sqWxUo9YnDNJX1v12F8k
"Verbal Judo - Yakima - Training Agreement" History
t) Document created by Tory Adams (tory.adams@yakimawa.gov)
2022-11-03 - 7:36:17 PM GMT
:4 Document emailed to Matthew Murray (matt.murray@yakimawa.gov) for signature
2022-11-03 - 7:41:44 PM GMT
t...) Email viewed by Matthew Murray (matt.murray@yakimawa.gov)
2022-11-03 - 7:42:02 PM GMT
) Email viewed by Matthew Murray (matt.murray@yakimawa.gov)
2022-11-16 - 3:52:14 PM GMT
Pei Matthew Murray (matt.murray@yakimawa.gov) has reviewed and explicitly agreed to the terms of use and to do
business electronically with City Of Yakima
2022-11-16 - 3:52:57 PM GMT
43, Document e-signed by Matthew Murray (matt.murray@yakimawa.gov)
Signature Date: 2022-11-16 - 3:52:57 PM GMT - Time Source: server
Document emailed to jenniferferrer@yakimawa.gov for signature
2022-11-16 - 3:52:58 PM GMT
Email viewed by jenniferferrer@yakimawa.gov
2022-11-16 - 4:06:12 PM GMT
5 Email viewed by jennifer.ferrer@yakimawa.gov
2022-11-22 - 6:03:26 PM GMT
t1 Signer jenniferferrer@yakimawa.gov entered name at signing as Jennifer Ferrer -Santa Ines
2022-11-22 - 6:04:09 PM GMT
E! Jennifer Ferrer -Santa Ines (jenniferferrer@yakimawa.gov) has reviewed and explicitly agreed to the terms of
use and to do business electronically with City Of Yakima
2022-11-22 - 6:04:11 PM GMT
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60 Document e-signed by Jennifer Ferrer -Santa Ines (jennifer.ferrer@yakimawa.gov)
Signature Date: 2022-11-22 - 6:04:11 PM GMT - Time Source: server
Document emailed to Sara Watkins (sara.watkins@yakimawa.gov) for signature
2022-11-22 - 6:04:13 PM GMT
tt.) Email viewed by Sara Watkins (sara.watkins@yakimawa.gov)
2022-11-22 - 6:43:47 PM GMT
r -)D Tory Adams (tory.adams@yakimawa.gov) added alternate signer bronson.faul@yakimawa.gov. The original
signer Sara Watkins (sara.watkins@yakimawa.gov) can still sign.
2022-11-22 - 9:49:02 PM GMT
El. Document emailed to bronson.faul@yakimawa.gov for signature
2022-11-22 - 9:49:03 PM GMT
t.1) Email viewed by bronson.faul@yakimawa.gov
2022-11-22 - 9:50:08 PM GMT
dc, Signer bronson.faul@yakimawa.gov entered name at signing as Bronson Faul
2022-11-22 - 9:50:49 PM GMT
Ei Bronson Faul (bronson.faul@yakimawa.gov) has reviewed and explicitly agreed to the terms of use and to do
business electronically with City Of Yakima
2022-11-22 - 9:50:52 PM GMT
ri4 Document e-signed by Bronson Faul (bronson.faul@yakimawa.gov)
Signature Date: 2022-11-22 - 9:50:52 PM GMT - Time Source: server
P+ Document emailed to bob.harrison@yakimawa.gov for signature
2022-11-22 - 9:50:52 PM GMT
Email viewed by bob.harrison@yakimawa.gov
2022-11-22 - 10:16:50 PM GMT
C.56 Signer bob.harrison@yakimawa.gov entered name at signing as Robert W. Harrison
2022-11-23 - 4:57:55 PM GMT
E% Robert W. Harrison (bob.harrison@yakimawa.gov) has reviewed and explicitly agreed to the terms of use and to
do business electronically with City Of Yakima
2022-11-23 - 4:57:57 PM GMT
C}.0 Document e-signed by Robert W. Harrison (bob.harrison@yakimawa.gov)
Signature Date: 2022-11-23 - 4:57:57 PM GMT - Time Source: server
Agreement completed.
2022-11-23 - 4:57:57 PM GMT
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