CONTRACT 4454A AmendmentAgreement No. 4454A
1W I MIM-19"T M1 110 Ina 0
THE CITY OF EL SEGUNDO AND
THIS FIRST AMENDMENT (-Amendment-) is made and entered into as of this I" day of July,
2014 (the "Effective Date"), by and between the CITY OF EL. SEGUNDO, a general law city and
municipal corporation existing under the laws of California ("CITY") and BERLfTZ LANGUAGES,
INC.. a New York corporation having an office at 2355 Crenshaw Blvd.. Suite 185., Torrance, CA
90501 ("CONTRACTOR").
WHEREAS, City and Contractor are parties to that City of El Segundo Services Agreement
No. 4454 effective as of July 1, 2013, which incorporates by reference a Language Proficiency
Assessment Services Agreement of the same date, (together, the "Agreement"), which is attached
hereto as Exhibit A, and
WHEREAS, City and Contractor wish to amend the Agreement pursuant to Section 10
(Amendments) of the Language Proficiency Assessment Services Agreement;
NOW, THEREFORE-, in consideration of the mutual covenants and agreements contained
herein, and intending to be legally bound hereby, it is hereby agreed as follows:
1. The foregoing recitals are incorporated herein by this reference as if fully set forth at this
point in the text of this Amendment.
2. The Term of the Agreement as set forth in Section 4 (Tern-1) of the Language Proficiency
Assessment Services Agreement is hereby extended and the Agreement shall terminate on
June 30, 2015, unless earlier terminated in accordance with the Agreement or further extended
zn
by written agreement of the pat-ties.
3. Section 5 (Notices) of the Language Proficiency Assessment Services Agreement is hereby
11 1
amended to update the addresses for delivery of notices to Contractor as follows:
FOR BERLITZ: Jeff Attardi,
Regional Controller
Berlitz Languages, Inc.
7 Roszel Road
Princeton, NJ 08540
WITH COPY TO: Office of General Counsel
Berlitz Languages, Inc.
7 Roszet Road
Princeton, NJ 08540
Fax: 609,524.9870
Agreement No. 4454A
4. A new section, titled "11. Force Majeurc.- is hereby added to the Language Proficiency
Assessment Services Agreement to read in its entirety as Follows:
It. Force Majeure
No party to this Agreement shall be responsible to the other party for nonperformance
or delay in performance of any terms or conditions of this Agreement due to acts of
God, acts of governments., wars, riots. strikes, terrorist actions, accidents in
rt
transpoation, or other causes beyond the control of the parties.
5. Section 12 (Entire Agreement and Construction) of the Language Proficiency Assessment
Services Agreement is hereby retitled as follows:
,�ii, �1111�1 III 11�1111111111�111�11 I Pill 11, 11��111 111�1111 1111 11
i! 1111III31h 7"111 1
6. The first paragraph of Section 12 of the Language Proficiency Assessment Services
Agreement (beginning with '-This Agreement, including the exhibits hereto" and ending with
'`courts of competent jurisdiction") is hereby deleted. The remaining paragraphs of Section 12
remain unchanged.
L-
7. A new section, titled -13. General Provisions,'° is hereby added to the Language Proficiency
Assessment Services Agreement to read in its entirety as follows:
13. General Provisions
This Agreement, including the exhibits hereto, constitutes the entire Agreement
between the parties regarding the subject matter hereof and supersedes all prior written
or oral agreements with respect to such subject matter. This Agreement may not be
modified orally and no modification shall be binding unless in writing and signed by
authorized representatives of both parties. This Agreement shall be governed by,
enforced and construed in accordance with the laws of the State of New Jersey,
without giving effect to the conflict-of-law principles thereof. All disputes.
controversies or differences which may arise between the parties thereto, out of or in
relation to or connection with this Agreement, or any obligations hereunder by either
party hereto, or for the breach thereof, shall be finally settled through arbitration
without recourse to any courts. The arbitration shall be held within 100 [lilies of
Princeton. New Jersey, Linder the rules of the American Arbitration Association. The
award rendered by the arbitrators shall be final and binding upon both parties hereto
and may be enforced in any courts of competent jurisdiction.
8. This Amendment may be executed in any number of counterparts, each of which will be an
original, but all of which together constitute one instrument executed on the same date.
9. Except as modified by this Amendment. all other terms and conditions of the Agreement shall
remain the same and in effect.
W
Agreement No. 4454A
IN WITNESS WHEREOF the parties hereto have executed this Amendment as of the
Effective Date set forth above.
CITY 4j)F EL SE 11 ' M0 BERLITZ LANGUAGES. INC.
Greg f. "w~pe tc i, ,ie f9`ry y At'a _ �.... _....... .. m . a_.._
tardw
City 1'w a ,t, Assistant Treasurer /Corporate Controller
ATTEST:
axpayer ID 1\o. � ° �'