CONTRACT 4454 One Page Service Agreement Agreement No. 4454
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Services Agreement
CONTRACTOR BERLITZ LANGUAGE CENTER DATE MAILED:6118113
Below you will find a checklist relating to Insurance and other requirements that are required for doing business with the City of El
Segundo. Only those items checked-off are MANDATORY, however if your standard policies exceed the minimum requirements,please
include. Commercial general liability insurance must meet or exceed the requirements of ISO-CGL Form No,CG 00 011185 or
88. The amount of insurance set forth below 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 the City, Its officials, and employees as "additional
insured's" under said insurance coverage and to state that such insurance will be deemed "primary" such that any other
insurance that may be carried by the City Will be excess thereto. Such insurance must 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 the City.
Please find additional Terms and Conditions on the reverse side of this Services Agreement. This is not a purchase order or an
authorization to begin work. EXHIBIT A — VENDER AGREEMENT — ATTACHED
❑ Comprehensive General Liability,including coverage for premises,products and completed operations,independent contractors,
personal injury and contractual obligations with combined single limits of coverage of at least$1,000,000 per occurrence.
❑ Auto Liability,including owned,non-owned and hired vehicles with at least:
❑ $1,000,000 per occurrence.
❑ $100,000-300,000 per occurrence.
❑ As required by State Statutes. A copy of your current policy must be submitted naming yourself and or your company.
❑ Workers' Compensation Insurance: as required by State Statutes. (Not needed If Self-employed with no employees and
CONTRACTOR signs statement to this effect.)
❑ Business License:The CONTRACTOR shall agree to have a current City of EI Segundo license on fie at City Hall or purchase
said license(at no cost to the City).
❑ Permits: Plans must be approved and permit(s) issued (no fee) by the Planning and Building Safety If appropriate. Call the
Planning Manager @(310)524-2340 if you have questions.
❑ Copy of valid picture I.D.(Drivers license etc.)
PLEASE NOTE: ALL APPLICABLE INFORMATION LISTED ABOVE MUST BE OBTAIN AND ON FILE, PRIOR TO THE ISSUANCE OF A CITY
PURCHASE ORDER BEING SENT TO YOU (VIA FAX OR HARD COPY) BY THE RISK MANAGERIPURCHASING AGENT, THUS AUTHORIZING
COMMENCEMENT OF WORK FORTHE CITY.
Submitted by(complete all blanks): COLOR COPY REQUIRED BACK TO THE CITY
Company Name:BERLITZ LANGUAGE CENTER By( dnt name&title):ALLISON RAETS
Company StreetAddiess 2355 CRENSHAW BLVD. Vendor's A4 Signature,regyired:
gired:
City,State,Vi,TORRANCE,CA 90501 Date signed: U t J 2L13
Phone:310-328-7722 FAX= 1521�� n� — —�L4 t 1
Vendor's Email address:Allison.raets @berlftz.us Vendor's Web site:
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Mail original agreement and insurance to:City of El Segundo—City Clerk 350 Main Street,Room 5,El Segundo,CA 50245-3813
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Agreement No. 4454
1.GENERALLY. The materials, supplies, or services (collectively, &PAYMENT. City will pay Seller after receiving acceptable invoices for
"Purchase") covered by this services agreement and purchase order materials and supplies delivered and accepted or services rendered and
("order") must be furnished by Seller subject to all the terms and accepted. City will not pay cartage, shipping, packaging or boxing
conditions contained in this order which Seller, in accepting this-order, expenses unless specified in this order. Drafts will not be honored.
agrees to be bound by and comply with in all particulars. No other terms 9.INDEMNIFICATION. Seller agrees to indemnify,defend and hold City
or conditions are binding upon the parties unless subsequently agreed to harmless from and against any claim, action,damages, costs(including,
in writing. Written acceptance or shipment of all or any portion of the without limitation, attorney's fees), injuries, or liability, arising from acts,
Purchase covered by this order constitutes unqualified acceptance of all omissions, or negligence by Sellor or its agents. Seller agrees to hold
terms and conditions in this order. The terms of any proposal referred to City harmless for any injury to Seller,or its agent, resulting from Seller's
in this order are included and made a part of the order only to the extent performance under this agreement. For purposes of this section "City"
it specified the Purchase ordered, the price, and the delivery, and then includes City's officers, elected officials, and employees. It is expressly
only to the extent that such terms are consistent with the terms and understood and agreed that the foregoing provisions will survive
conditions of this order. termination of this order. The requirements as to the types and limits of
2.INSPECTION. The Purchase furnished must be exactly as specified in insurance coverage to be maintained by Seller, and any approval of
this order, free from all defects in Seller's performance, design, such insurance by City, are not intended to and will not in any manner
workmanship, and materials, and, except as otherwise provided, is limit or qualify the liabilities and obligations otherwise assumed by Seller
subject to inspection and test by City at all times and places. If, before pursuant to this order, including, without limitation, to the provisions
final acceptance, any any Purchase is found to be incomplete, or not as concerning indemnification.
specified, City may reject it, require Seller to correct it without charge,or 10.WARRANTY. Seller agrees that the Purchase is covered by the
require delivery of such Purchase at a reduction in price that is equitable most favorable commercial warranties the Seller gives to any customer
under the circumstances. If seller is unable or refuses to correct such for the same or substanfially similar supplies or services, or such other
items within a time deemed reasonable by City, City may terminate the more favorable warranties as is specified in this order. Warranties will
order in whole or in part. Seller bears all risks as to rejected Purchases be effective notwithstanding any inspection or acceptance of the
and, in addition to any costs for which Seller may become liable to City Purchase by City.
under other provisions of this order, must reimburse City for all 11.ASSIGNMENT. City may assign this order. Except as to any
transportation costs, other related costs incurred, or payments to Seller payment due under this order, Seller may not assign or subcontract the
in accordance with the terms of this order for unaccepted Purchases. order without City's written approval. Should City give consent,it will not
Notwithstanding City's acceptance of any Purchase, Seller is liable for relieve Seller from any obligations under this order and any transferee or
latent defects,fraud,or such gross mistakes as constitute fraud. subcontractor will be considered Seller's agent.
3.CHANGES. City may make changes within the general scope of this 12.INSURANCE. Seller must provide the insurance indicated on the
order in drawings and specifications for specially manufactured supplies, face sheet of this Services Agreement.
place of delivery, method of shipment or packing of the order by giving 13.PERMITS. Seller must procure all necessary permits and licenses,
notice to Seller and subsequently confirming such changes in writing. If and abide by all federal,state,and local laws,for performing this order.
such changes affect the cost of or the time required for performance of 14.INDEPENDENT CONTRACTOR. City and Seller agree that Seller
this order, an equitable adjustment in the price or delivery or both must will act as an independent contractor and will have control of all work
be made. No change by Seller is allowed without City's written approval. and the manner in which is it performed. Seller will be free to contract
Any claim by Seller for an adjustment under this section must be made for similar service to be performed for other employers while under
in writing within thirty (30) days from the date of receipt by Seller of contract with City. Seller is not an agent or employee of City and is not
notification of such change unless City waives this condition in writing. entitled to participate in any pension plan, insurance, bonus or similar
Nothing in this section excuses Seller from proceeding with performance benefits City provides for its employees. Any provision in this order that
of the order as changed. may appear to give City the right to direct Seller as to the details of doing
4. TERMINATION. City may terminate this order at any time, either the work or to exercise a measure of control over the work means that
verbally or in writing, with or without cause. Should termination occur, Seller will follow the direction of the City as to end results of the work
City will pay Seller as full performance unfil such termination the unit or only.
pro rata order price for the performed and accepted portion of the 15.WAIVER. City's review or acceptance of, or payment for, work
Purchase. City may provide written notice of termination for Seller's product prepared by Seller under this order will not be construed to
default if Seller refuses or fails to comply with this order. If Seller does operate as a waiver of any rights City may have under this Agreement or
not cure such failure within a reasonable time period, or fails to perform of any cause of action arising from Seller's performance. A waiver by
the Purchase within the time specified (or allowed by extension), Seller City of any breach of any term, covenant, or condition contained in this
will be liable to City for any excess costs incurred by City. order will not be deemed to be a waiver of any subsequent breach of the
5.TIME EXTENSION. City may extend the time for completion if, in same or any other term, covenant, or condition contained in this order,
City's sole determination, Seller was delayed because of causes beyond whether of the same or different character.
Seller's control and without Seller's fault or negligence. In the event %INTERPRETATION. This Agreement was drafted in,and will be
delay was caused by City, Seller's sole remedy is limited to recovering construed in accordance with the laws of the State of California,and
money actually and necessarily expended by Seller because of the exclusive venue for any action involving this agreement will be in Los
delay;there is no right to recover anticipated profit. Angeles County.
6.REMEDIES CUMULATIVE.City's rights and remedies under this order
are not exclusive and are in addition to any rights and remedies provided
by law.
7.TITLE. Title to materials and supplies purchased under this order
pass directly from Seller to City upon City's written acceptance following
an actual inspection and City's opportunity to reject.
_(1)Page Services Agreement with check boxes 6/18113
Agreement No. 4454
E%EBIIT A
Language Proficiency Assessment Services Agreement
THIS Agreement("Agreement")is being entered into this 1"day of July,2013 by and between the City
of El Segundo("Buyer"), having its principal office at 350 Main Street,El Segundo, CA 90245 and
BERLITZ LANGUAGES,INC. (`Berlitz"),a New York Corporation,having its principal office at 400
Alexander Park,Princeton,New Jersey 08540.
1.Agreement
The purpose of this Agreement is to set forth the terms and conditions for Berlitz'performance of
Language Proficiency Assessments and other services for the employees,potential employees, and/or any
other individuals authorized by Buyer.
2. Definitions
The following definitions apply to this Agreement:
a) "Effective Date"means the date first written above.
b) `Berlitz Representative"means the individual authorized to act on behalf of Berlitz regarding
routine matters arising under or relating to this Agreement.
c) "Deliverable"means any report, data, documentation or other tangible item that Berlitz is
required to provide to Buyer under the terms of the Agreement.
d) "Program Director"means the Buyer representative who is responsible for the coordination of
Agreement performance between Buyer and Berlitz.
e) "Berlitz Test of Speaking Skills": The Berlitz Test of Speaking Skills is a guided,20-minute
conversation over the telephone. It comprises test items to elicit responses that involve general
language usage in formal and professional contexts. The final score is a proficiency level that
describes the examinee's performance in several areas of oral proficiency. The final score is
based on the Common European Framework Proficiency Scale.
3. Fees
Buyer will pay Berlitz in accordance with the following schedule of fees,not to exceed a total of
$1500 per year:
Berlitz Test of Speaking Skills and Listening: $85 per test
a) Buyer will pay Berlitz an amount based on the following schedule of fees for all reassessments
and or rescheduled assessments due to a"no show":
Berlitz Test of Speaking Skills: $85 per test
Agreement No. 4454
All rates set forth above shall be in effect for a period of one year from the
Effective Date of the Agreement. Thereafter,Berlitz shall advise Buyer no less
than 45 days before the end of such one-year period of any price changes for the
following one-year period.
4. Term
The Term of this Agreement shall commence on the Effective Date and continue for
one year,through the 1St of July, 2014. Buyer shall have the right to renew this
Agreement for successive one-year periods and shall advise Berlitz of its intention to
renew by giving written notice to Berlitz thirty(30)calendar days prior to the
expiration of any then current term of the Agreement.
5. Notices
Any notices required pursuant to this Agreement shall be in writing,unless an emergency
situation dictates otherwise. Any notice required to be given under the terms of the Agreement
shall be deemed to have been given when(i)received by the party to whom it is directed by hand
delivery or personal services, (ii)transmitted by facsimile with confirmation of transmission, or
(iii) sent by U.S. Mail via certified mail-return receipt requested at the following addresses:
FOR BUYER: Greg Carpenter
City Manager
City of El Segundo
350 Main Street
El Segundo, CA 90245
FOR BERLITZ: Allison Raets,
Business Development
Berlitz Languages,Inc.
1455 Frazee Road, Suite 220
San Diego, CA 92108
WITH COPY TO: Berlitz Languages,Inc.
Attn: Legal Department
400 Alexander Park
Princeton,NJ 08540
Fax: (609)514-9670
The parties shall provide written notification of any change in the information stated above.
7.Program Director/Berlitz Representative
Agreement No. 4454
a) Buyer designates Julie DeZiel and/or Martha Dijkstra as Representative for this
Agreement.Buyer will provide written notice to Berlitz when it appoints another
individual to be Program Director. The Program Director will be Berlitz' principal point
of contact at Buyer regarding any matters relating to this Agreement,will provide all
general direction to Berlitz regarding Agreement performance and will provide guidance
regarding Buyer's goals and policies.
b) Berlitz designates Allison Raets as Representative for this Contact.Berlitz will provide
written notice to Buyer when it appoints another individual to be Berlitz Representative.
Buyer has the right to assume that the Berlitz Representative has full authority to act for
Berlitz on all matters arising under or relating to this Agreement.
8.Representations and Warranties
Berlitz represents and warrants that its employees shall have the qualifications and skills
necessary to perform the services that are the subject of this Agreement in a competent and
professional manner. In the event Buyer believes a specific Berlitz employee has not properly
performed, Buyer shall notify the Berlitz Representative who shall take such steps as Buyer and
Berlitz together determine are necessary to improve the performance of any such employee or
provide a replacement, as the case may be.
The services provided hereunder are intended to provide Buyer with skill assessments to be used
as a part of a comprehensive review of examinee credentials and qualifications.Neither Berlitz
nor any of its officers,members, directors, employees or other representatives will be liable for
any damages, special, consequential or otherwise, arising out of or in connection with the use of
the results of the services that are the subject of this Agreement. This limitation of liability is
comprehensive and applies to all damages of any kind, including,without limitation, loss of
income or profit,personal injury, loss of or damage to property and claims of third parties,
including examinees.
10. Amendments
All provisions of this Agreement shall remain in effect throughout the term thereof unless the
parties agree,in written document signed by both parties,to amend, add or delete any provision.
The Agreement contains all agreements of the parties with respect to matters covered herein,
superceding and prior agreements and may not be changed other than by an agreement in writing
signed by the parties hereto.
12.Entire Agreement and Construction
Berlitz hereby represents and warrants that neither Berlitz, its employees nor its principals are
presently debarred, suspended, proposed for debarment, declared ineligible, or excluded from
participation in any state or federally funded program, including Medicare and Medicaid. Berlitz
hereby agrees to immediately notify Buyer of any threatened, proposed, or actual debarment,
suspension, or exclusion from any state or federally funded program, including Medicare and
Medicaid. In the event that Berlitz is debarred, suspended, proposed for debarment, declared
ineligible, or excluded from participation in any state or federally funded program during the term
of this Agreement, or if at any time after the effective date of this Agreement it is determined that
Berlitz is in breach of this Section,this Agreement shall, as of the effective date of such action or
Agreement No. 4454
breach, automatically terminate. In the event Berlitz subcontracts any of the Services provided
under this Agreement, Berlitz shall require that each such subcontractor warrants that neither it
nor its employees is listed by a federal or state agency as debarred, excluded, or otherwise
ineligible for participation in state or federal health care programs, or is currently under
investigation by any federal or state agency.
For the purpose of implementing Section 1861 (v) (1)(1)of the Social Security Act, as amended,
and any written regulations thereto,Berlitz agrees to comply with the following statutory
requirements governing the maintenance of documentation to verify the cost of services rendered
under this Agreement:
(a)Until the expiration of four(4)years after the furnishing of services by Berlitz pursuant to
this Agreement, Berlitz shall make available,upon written request,to the Secretary of Health and
Human Services, or to the Comptroller General, or any of their duly authorized representatives,
this Agreement and the books, documents, and records of Berlitz that are necessary to certify the
nature and extent of the costs of the services of Berlitz; and
(b)If Berlitz carries out any of the duties hereunder,with a value or cost of Ten Thousand
Dollars($10,000.00) or more for a twelve(12)month period,through a subcontract with a related
organization, such subcontract shall contain a clause to the effect that,until the expiration of four
(4)years after the furnishing of services by subcontractor pursuant to such subcontract,the
related organization shall make available,upon written request to the Secretary of Health and
Human Services, or to the Comptroller General, or any of their duly authorized representatives,
the subcontract, and the books, documents, and records of the related organization that are
necessary to certify the nature and extent of the costs of the services of the subcontractor.
Each party agrees not to discriminate on the basis of religion,race,ethnicity, gender, color,
national origin, sex, age,handicap, sexual orientation,or any other basis deemed unlawful under
federal, state or local law.
IN WITNESS WHEREOF,the parties have caused this Agreement to be executed by their
authorized representatives as of the dates set forth below.
City of El Segundo
REFER TO CITY OF EL SECUNDO SERVICE AGREEMENT (PACE 1)
Greg Carpenter Date
City Manager
City of El Segundo
"Buyer"
BERLITZ LANGUAGES,INC.
AllisonRaets Date .................................._....................m_................ .. ................ �.._.....
Business Development
Berlitz Languages, Inc..
`Berlitz"