CONTRACT 6417 Professional Services AgreementAgreement No. 6417
Agreement No. _[City Clerk assigns]_
» PROFESSIONAL SERVICES AGREEMENT
.. BETWEEN
' � R THE CITY OF EL SEGUNDO AND
w
SKILL SURVEY, INC.
This AGREEMENT is made and entered into this 6th day of July 2022, by and
between the CITY OF EL SEGUNDO, a municipal corporation and general law city
("CITY") and SKILL SURVEY, INC., a Delaware corporation ("CONSULTANT"). The
parties agree as follows:
1. CONSIDERATION.
A. As partial consideration, CONSULTANT agrees to perform the work listed
in the SCOPE OF SERVICES, below;
B. As additional consideration, CONSULTANT and CITY agree to abide by the
terms and conditions contained in this Agreement;
C. As additional consideration, CITY agrees to pay CONSULTANT a sum not
to exceed twenty-five thousand dollars ($25,000) for CONSULTANT's
services. CITY may modify this amount as set forth below. Unless
otherwise specified by written amendment to this Agreement, CITY will pay
this sum as specified in the attached Exhibit "A," which is incorporated by
reference.
2. SCOPE OF SERVICES.
A. CONSULTANT will perform services listed in the attached Exhibit "A," which
is incorporated by reference.
B. CONSULTANT will, in a professional manner, furnish all of the labor,
technical, administrative, professional and other personnel, all supplies and
materials, equipment, printing, vehicles, transportation, office space and
facilities, and all tests, testing and analyses, calculation, and all other means
whatsoever, except as herein otherwise expressly specified to be furnished
by CITY, necessary or proper to perform and complete the work and provide
the professional services required of CONSULTANT by this Agreement.
3. PERFORMANCE STANDARDS. While performing this Agreement, CONSULTANT
will use the appropriate generally accepted professional standards of practice existing at
the time of performance utilized by persons engaged in providing similar services. CITY
will continuously monitor CONSULTANT's services. CITY will notify CONSULTANT of
any deficiencies and CONSULTANT will have fifteen (15) days after such notification to
City of El Segundo Professional Services (REV 2018.05)
Page 1 of 11
Agreement No. 6417
Agreement No. _[City Clerk assigns]_
cure any shortcomings to CITY's reasonable satisfaction. Costs associated with
curing the deficiencies will be borne by CONSULTANT.
4. PAYMENTS. For CITY to pay CONSULTANT as specified by this Agreement,
CONSULTANT must submit a detailed invoice to CITY which lists the services provided
and reimbursable costs (all as set forth in Exhibit "A")
5. NON -APPROPRIATION OF FUNDS. Payments due and payable to CONSULTANT
for current services are within the current budget and within an available, unexhausted
and unencumbered appropriation of the CITY. In the event the CITY has not appropriated
sufficient funds for payment of CONSULTANT services beyond the current fiscal year,
this Agreement will cover only those costs incurred up to the conclusion of the current
fiscal year.
6. FAMILIARITY WITH WORK.
A. By executing this Agreement, CONSULTANT agrees that it has:
Carefully investigated and considered the scope of services to be
performed;
ii. Carefully considered how the services should be performed; and
iii, Understands the facilities, difficulties, and restrictions attending
performance of the services under this Agreement.
B, If services involve work upon any site, CONSULTANT agrees that
CONSULTANT has or will investigate the site and is or will be fully
acquainted with the conditions there existing, before commencing the
services hereunder. Should CONSULTANT discover any latent or unknown
conditions that may materially affect the performance of the services,
CONSULTANT will immediately inform CITY of such fact and will not
proceed except at CONSULTANT's own risk until written instructions are
received from CITY.
7. TERM. The term of this Agreement will be from the Effective Date through July 5,
2025. Unless otherwise determined by written amendment between the parties, this
Agreement will terminate in the following instances:
A. Completion of the work specified in Exhibit "A";
B. Termination as stated in Section 15.
City of El Segundo Professional Services (REV 2018.05)
Page 2 of 11
Agreement No. 6417
Agreement No. _[City Clerk assigns]_
8. TIME FOR PERFORMANCE,
A. CONSULTANT will not perform any work under this Agreement until:
CONSULTANT furnishes proof of insurance as required under
Section 22 of this Agreement; and
ii. CITY gives CONSULTANT a written notice to proceed.
B. Should CONSULTANT begin work on any phase in advance of receiving
written authorization to proceed, any such professional services are at
CONSULTANT's own risk.
9. TIME EXTENSIONS. Should CONSULTANT be delayed by causes beyond
CONSULTANT's control, CITY may grant a time extension for the completion of the
contracted services. If delay occurs, CONSULTANT must notify the Manager within forty-
eight (48) hours, in writing, of the cause and the extent of the delay and how such delay
interferes with the Agreement's schedule. The Manager will extend the completion time,
when appropriate, for the completion of the contracted services.
10.CONSISTENCY. In interpreting this Agreement and resolving any ambiguities, the
main body of this Agreement takes precedence over the attached Exhibits; this
Agreement supersedes any conflicting provisions. Any inconsistency between the
Exhibits will be resolved in the order in which the Exhibits appear below:
A. Exhibit: A: Order Form.
11.CHANGES. CITY may order changes in the services within the general scope of this
Agreement, consisting of additions, deletions, or other revisions, and the contract sum
and the contract time will be adjusted accordingly. All such changes must be authorized
in writing, executed by CONSULTANT and CITY. The cost or credit to CITY resulting
from changes in the services will be determined in accordance with written agreement
between the parties.
12.TAXPAYER IDENTIFICATION NUMBER. CONSULTANT will provide CITY with a
Taxpayer Identification Number.
13. PERMITS AND LICENSES. CONSULTANT, at its sole expense, will obtain and
maintain during the term of this Agreement, all necessary permits, licenses, and
certificates that may be required in connection with the performance of services under
this Agreement.
14. WAIVER. CITY's review or acceptance of, or payment for, work product prepared by
CONSULTANT under this Agreement will not be construed to operate as a waiver of any
rights CITY may have under this Agreement or of any cause of action arising from
CONSULTANT's performance. A waiver by CITY of any breach of any term, covenant,
City of El Segundo Professional Services (REV 2018.05)
Page 3 of 11
Agreement No. 6417
Agreement No. _[City Clerk assigns]_
or condition contained in this Agreement will not be deemed to be a waiver of any
subsequent breach of the same or any other term, covenant, or condition contained in
this Agreement, whether of the same or different character.
15.TERMINATION.
A. Except as otherwise provided, CITY may terminate this Agreement at any
time with or without cause. Notice will be in writing at least 15 days before
the effective termination date.
R CONSULTANT may terminate this Agreement at any time with CITY's
mutual consent. Notice will be in writing at least thirty (30) days before the
effective termination date.
C. Upon receiving a termination notice, CONSULTANT will immediately cease
performance under this Agreement unless otherwise provided in the
termination notice. Except as otherwise provided in the termination notice,
any additional work performed by CONSULTANT after receiving a
termination notice will be performed at CONSULTANT's own cost; CITY will
not be obligated to compensate CONSULTANT for such work.
D. Should the Agreement be terminated pursuant to this Section, CITY may
procure on its own terms services similar to those terminated.
16. PUBLICATION OF DOCUMENTS. Except as necessary for performance of service
under this Agreement, no copies, sketches, or graphs of materials, including graphic art
work, prepared pursuant to this Agreement, will be released by CONSULTANT to any
other person or public CITY without CITY's prior written approval. All press releases,
City of El Segundo Professional Services (REV 2018.05)
Page 4 of 11
Agreement No. 6417
Agreement No. _[City Clerk assigns]_
including graphic display information to be published in newspapers or magazines, will
be approved and distributed solely by CITY, unless otherwise provided by written
agreement between the parties.
17.INDEMNIFICATION.
A. CONSULTANT agrees to the following:
Indemnification for Professional Services. CONSULTANT will
save harmless and indemnify and at CITY's request reimburse
defense costs for CITY and all its officers, volunteers,
employees and representatives from and against any and all
third party suits, actions, or claims, of any character whatever,
brought for, or on account of, any injuries or damages
sustained by any person or property resulting or arising from
any grossly negligent or wrongful act by CONSULTANT or any
of CONSULTANT's officers, agents, employees, or
representatives, in the performance of this Agreement, except
for such loss or damage arising from CITY's sole negligence or
willful misconduct.
ii. Indemnification for other Damages. CONSULTANT indemnifies
and holds CITY harmless from and against any third party claim,
action, damages, costs, injuries, or liability, arising out of a
material breach of this Agreement, except for such loss or
damage arising from CITY's sole negligence or willful
misconduct.
B. For purposes of this section "CITY" includes CITY's officers, officials,
employees, agents, representatives, and certified volunteers.
C. It is expressly understood and agreed that the foregoing provisions will
survive termination of this Agreement.
D. The requirements as to the types and limits of insurance coverage to be
maintained by CONSULTANT as required by Section 22, and any approval
of said insurance by CITY, are not intended to and will not in any manner
limit or qualify the liabilities and obligations otherwise assumed by
City of El Segundo Professional Services (REV 2018.05)
Page 5 of 11
Agreement No. 6417
Agreement No. _[City Clerk assigns]_
CONSULTANT pursuant to this Agreement, including, without limitation, to
the provisions concerning indemnification.
MASSIGNABILITY. This Agreement is for CONSULTANT's professional services.
CONSULTANT's attempts to assign the benefits or burdens of this Agreement without
CITY's written approval are prohibited and will be null and void.
19.INDEPENDENT CONTRACTOR. CITY and CONSULTANT agree that
CONSULTANT will act as an independent contractor and will have control of all work and
the manner in which it is performed. CONSULTANT will be free to contract for similar
service to be performed for other employers while under contract with CITY.
CONSULTANT is not an agent or employee of CITY and is not entitled to participate in
any pension plan, insurance, bonus or similar benefits CITY provides for its employees.
Any provision in this Agreement that may appear to give CITY the right to direct
CONSULTANT as to the details of doing the work or to exercise a measure of control
over the work means that CONSULTANT will follow the direction of the CITY as to end
results of the work only.
20.AUDIT OF RECORDS. CONSULTANT will maintain full and accurate records with
respect to all services and matters covered under this Agreement. CITY will have free
access to such records no more than once annually, and the right to examine and audit
the same and to make transcript therefrom, and to inspect all program data, documents,
proceedings and activities. CONSULTANT will retain such financial and program service
records for at least three (3) years after termination or final payment under this
Agreement.
21.INSURANCE.
A. Before commencing performance under this Agreement, and at all other
times this Agreement is effective, CONSULTANT will procure and maintain
the following types of insurance with coverage limits complying, at a
minimum, with the limits set forth below:
Type of Insurance
Commercial general liability:
Professional Liability
Workers compensation
Limits
$2,000,000
$1,000,000
Statutory requirement
B. Commercial general liability insurance will meet or exceed the
requirements of the most recent ISO-CGL Form. The amount of
City of El Segundo Professional Services (REV 2018.05)
Page 6 of 11
Agreement No. 6417
Agreement No. _[City Clerk assigns]_
insurance set forth above will be a combined single limit per occurrence for
bodily injury, personal injury, and property damage for the policy coverage.
Liability policies will be endorsed to name CITY, its officials, and employees
as "additional insureds" under said insurance coverage and to state that
such insurance will be deemed "primary" such that any other insurance that
may be carried by CITY will be excess thereto. Such endorsement must be
reflected on ISO Form No. CG 20 10 11 85 or 88, or equivalent. Such
insurance will be on an "occurrence," not a "claims made," basis and will not
be cancelable or subject to reduction except upon thirty (30) days prior
written notice to CITY.
C. Professional liability coverage will be on an "occurrence basis" if such
coverage is available, or on a "claims made" basis if not available. When
coverage is provided on a "claims made basis," CONSULTANT will continue
to renew the insurance for a period of three (3) years after this Agreement
expires or is terminated. Such insurance will have the same coverage and
limits as the policy that was in effect during the term of this Agreement and
will cover CONSULTANT for all claims made by CITY arising out of any
errors or omissions of CONSULTANT, or its officers, employees or agents
during the time this Agreement was in effect.
D. CONSULTANT will furnish to CITY duly authenticated Certificates of
Insurance evidencing maintenance of the insurance required under this
Agreement and such other evidence of insurance or copies of policies as
may be reasonably required by CITY from time to time. Insurance must be
placed with insurers with a current A.M. Best Company Rating equivalent to
at least a Rating of "A:VII."
E. Should CONSULTANT, for any reason, fail to obtain and maintain the
insurance required by this Agreement, CITY may obtain such coverage at
CONSULTANT's expense and deduct the cost of such insurance from
payments due to CONSULTANT under this Agreement or terminate
pursuant to Section 155.
22. USE OF SUBCONTRACTORS. CONSULTANT must obtain CITY's prior written
approval to use any consultants while performing any portion of this Agreement. Such
approval must approve of the proposed consultant and the terms of compensation.
23. NOTICES. All communications to either party by the other party will be deemed made
when received by such party at its respective name and address as follows:
If to CONSULTANT: If to CITY:
Skill Survey, Inc. City of El Segundo
1 Country View Road, Suite 102 350 Main Street
Malvern, PA 19355 El Segundo, CA 90245
City of El Segundo Professional Services (REV 2018.05)
Page 7 of 11
Agreement No. 6417
Attention: Jay Charness
Phone: (303) 731-7731
Email: jharness@skillsurvey.com
Agreement No. _[City Clerk assigns]_
Attention: Human Resources Dept
Phone: (310) 524-2381
Email: hr@elsegundo.org
Any such written communications by mail will be conclusively deemed to have been
received by the addressee upon deposit thereof in the United States Mail, postage
prepaid and properly addressed as noted above. In all other instances, notices will be
deemed given at the time of actual delivery. Changes may be made in the names or
addresses of persons to whom notices are to be given by giving notice in the manner
prescribed in this paragraph.
24. CONFLICT OF INTEREST. CONSULTANT will comply with all conflict of interest laws
and regulations including, without limitation, CITY's conflict of interest regulations.
25.SOLICITATION. CONSULTANT maintains and warrants that it has not employed nor
retained any company or person, other than CONSULTANT's bona fide employee, to
solicit or secure this Agreement. Further, CONSULTANT warrants that it has not paid
nor has it agreed to pay any company or person, other than CONSULTANT's bona fide
employee, any fee, commission, percentage, brokerage fee, gift or other consideration
contingent upon or resulting from the award or making of this Agreement. Should
CONSULTANT breach or violate this warranty, CITY may rescind this Agreement without
liability.
26.THIRD PARTY BENEFICIARIES. This Agreement and every provision herein is
generally for the exclusive benefit of CONSULTANT and CITY and not for the benefit of
any other party. There will be no incidental or other beneficiaries of any of
CONSULTANT's or CITY's obligations under this Agreement.
27.INTERPRETATION. This Agreement was drafted in and will be construed in
accordance with the laws of the State of California, and exclusive venue for any action
involving this agreement will be in Los Angeles County.
City of El Segundo Professional Services (REV 2018.05)
Page 8 of 11
Agreement No. 6417
Agreement No. _[City Clerk assigns]_
2B.COMPLIANCE WITH LAW. CONSULTANT agrees to comply with all federal, state,
and local laws applicable to this Agreement.
29. ENTIRE AGREEMENT. This Agreement, and its Exhibit(s), sets forth the entire
understanding of the parties. There are no other understandings, terms or other
agreements expressed or implied, oral or written. This Agreement will bind and inure to
the benefit of the parties to this Agreement and any subsequent successors and assigns.
30. RULES OF CONSTRUCTION. Each Party had the opportunity to independently
review this Agreement with legal counsel. Accordingly, this Agreement will be construed
simply, as a whole, and in accordance with its fair meaning; it will not be interpreted strictly
for or against either Party.
31. SEVERABILITY. If any portion of this Agreement is declared by a court of competent
jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to
the extent necessary in the opinion of the court to render such portion enforceable and,
as so modified, such portion and the balance of this Agreement will continue in full force
and effect.
32.AUTHORITY/MODIFICATION. The Parties represent and warrant that all necessary
action has been taken by the Parties to authorize the undersigned to execute this
Agreement and to engage in the actions described herein. This Agreement may be
modified by written amendment.
33.ACCEPTANCE OF ELECTRONIC SIGNATURES. The Parties agree that this
Agreement, agreements ancillary to this Agreement, and related documents to be entered
into in connection with this Agreement will be considered signed when the signature of a
party is delivered by electronic (.pdf) or facsimile transmission. Such electronic or
facsimile signature will be treated in all respects as having the same effect as an original
signature.
34.CAPTIONS. The captions of the paragraphs of this Agreement are for convenience
of reference only and will not affect the interpretation of this Agreement.
35.TIME IS OF ESSENCE. Time is of the essence for each and every provision of this
Agreement.
36. FORCE MAJEURE. Should performance of this Agreement be prevented due to fire,
flood, explosion, acts of terrorism, war, embargo, government action, civil or military
authority, the natural elements, or other similar causes beyond the Parties' reasonable
control, then the Agreement will immediately terminate without obligation of either party
to the other.
City of El Segundo Professional Services (REV 2018.05)
Page 9 of 11
Agreement No. 6417
Agreement No. _[City Clerk assigns]_
37.STATEMENT OF EXPERIENCE. By executing this Agreement, CONSULTANT
represents that it has demonstrated trustworthiness and possesses the quality, fitness
and capacity to perform the Agreement in a manner satisfactory to CITY. CONSULTANT
represents that its financial resources, surety and insurance experience, service
experience, completion ability, personnel, current workload, experience in dealing with
private consultants, and experience in dealing with public agencies all suggest that
CONSULTANT is capable of performing the proposed contract and has a demonstrated
capacity to deal fairly and effectively with and to satisfy a public CITY.
[Signatures on next page]
City of El Segundo Professional Services (REV 2018.05)
Page 10 of 11
Agreement No. 6417
Agreement No. _[City Clerk assigns],_
IN WITNESS WHEREOF the parties hereto have executed this Agreement the
day and year first hereinabove written.
CIT,'1" F� �� I SEO� 'NDO
d
Rebecca Redyk,
Human Resources Director
A ES
f 0
Tracy WeWer,
City Clerk
APPROVED AS TO FORM:.
MARK0. HENSLEY
Joa ain Vazquez,-._-"-
Dep "ty City Attorney
INSURANCE APPROVAL:
Ha ,..
Risk Hager
City of El Segundo Professional Services (REV 2018.05)
Page 11 of 11
SKILL SURVEY, INC.
' 34—
�►w.-
Agreement W_X4IJ�tT A)
SK
ILLS_ Multiyear Reference MM Order Form
Type of Order
Customer Name: City of El Segundo New: X
Expansion:
SkiliSurvey Contact: Proposal Ex Tres Renewal:
�Jay Cha�rrneess June 30, 2022
Effective Date End Date
Contract Effective: July 6, 2022 July 5, 2025
Service Item Affected Employee Population: 315 Fees
SkillSurvey Reference@
Set-up and Training
Service and Maintenance Fees
This represents a discount from the orginal investment of $6,590
$5,900
fora 8- ear contract.
The $500.00 Set up and training fee is waived upon the signing of a
$0
3 ear oontract
The $500.00 Service & Maintenance fee is waived for the duration
$0
of this order form
Subtotal
$5,900
Additional Multiyear Reference MM Order Form Comments:
Multi year contract (Y/N) Y
Billing for Pilot
Billing for Year 1 $5,900
Billing for Year 2 $5,900
Billing for Year 3 $5,900
Total Commitment $17,700
* This is not an invoice, all applicable sales taxes will be applied to your invoice
Special Terms
First year Payment of $5,900.00 is due within 30 days of receipt of invoice. Payments for years 2 & 3, for $5,900 per year, will be due on 7/6/2023 and
7/6/2024 respectively. AEP includes the entire organization. Please sign, date, and email to jcharness@skillsurvey.com. We appreciate your business!
AFFECTED EMPLOYEE POPULATION
SkillSurvey will not increase fees during the Initial Term of this agreement unless Customer's Affected Employee Population (AEP) increases by more than
10%. If the AEP during this Initial Term does increase by more than 10%, the pricing will be computed by taking the per employee price times the increased
number of employees beyond that which is stated on the Order Form. Pricing will be prorated for remainder of the Term.
SERVICE AND SUPPORT INFORMATION
Information on Support Services for SkillSurvey Customers may be found at http://www.skilisurvey.com/serviceagreement
TERM OF USE
Initial term of this agreement is defined above by Contract Start Date and End date. Use of SkillSurvey Services by Subscriber is governed by the
SkillSurvey Terms and Conditions found at http://www.skiIIsurvey.com/termsofuse
PAYMENTTERMS
SkillSurvey is hereby authorized to invoice for services on the date of execution of this Order Form and thereafter. Payment for Service is due net thirty (30)
days from the date of SkillSurvey's invoice. If Customer does not make a payment within thirty (30) days of the billing date, one and one-half (1.5%) interest
per month will be charged on all late payments. All invoicing is to be transmitted electronically via email to Customer unless otherwise indicated.
CONFIDENTIALITY OF TERMS
Customer shall not disclose to the public or to any third party the terms and conditions or special pricing provisions contained in this Agreement, other than
with express prior written consent of SkillSurvey.
ORDER COMMITMENT
SkillSurvey, Inc., Confidential
AgreemeiiFM.119IT1,1N
ILS.,o �Multiyear Reference MM Order Form
This is a binding order for products and services from SkillSurvey and is effective as of the Contract Start Date stated above. The person executing this
commitment is fully authorized to execute this commitment on behalf of Customer. All products and services ordered herein are governed in all cases by the
terms of the entire Agreement.
SERVICE ITEM DESCRIPTIONS
PLAN
A Statement of Work (SOW) is required for Survey Customization, Email Customization, and Private Label Branding.
MAINTENANCE AND SUPPORT
System updates, enhancements, and support for administrators, recruiters, candidates, and references are included.
SURVEY CUSTOMIZATION
Encompasses changes to existing surveys in our library as well as creation of new surveys.
TRAINING AND SET-UP
There is a initial fee that includes WebEx training and coaching for administrators and recruiters as well as provisioning and set-up on SkillSurvey servers.
Customer
Contact
Title
Signature
Date
Address
city
State/Province
Postal Code
Country
Phone Number
Email ID
Customer Billing
Information Information
City of El Segundo
City of El Segundo
Rebecca Redyk
Rebecca Redyk
Human Resources Director
Human Resources Director
350 Main St
350 Main St
EI Segundo
ElSegundo
CA
CA
90245
90245
United States
United States
310-524-2300
rredyk@elsegundo.org
310-524-2300
rredyk@elsegundo.org
SkillSurvey, Inc., Confidential 2