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HomeMy WebLinkAboutClaudia Hernandez/HR Claudia Hernandez Human Resources Department -ZOOl.Spanish Language Testing Appropriation #/20/-404 $2;5~0.00 and 120/-588 $/,500.00; Po. #16041 Contract Not To Exceed $4,000.00 'D~. ~ .01. Of APPROVED /IS 10 FORM BY .5!lI!..- AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT FOR PROFESSIONAL SERVICES ("Agreement") is hereby made and entered into by and between the City of Carmel, Indiana, acting by and through its Board of Public Works and Safety (hereinafter "City"), and Claudia Hernandez (hereinafter "Professional"). RECITALS WHEREAS City owns and is responsible for the operation and maintenance of its property, personnel, public works and infrastrUcture; and WHEREAS, from time to time, City needs professional assistance in fulfilling its foregoing responsibilities; and WHEREAS, City finds it increasingly necessary to communicate with individuals whose first or only language is Spanish; and WHEREAS, Professional warrants that she is a licensed teacher of the Spanish language and has the skills necessary and desires to provide City with Spanish language testing services to be used in determining eligibility for specialty pay for City employees who can communicate fluently in Spanish (the "Services"); and WHEREAS, City desires to engage Professional as an independent contractor for the purpose of providing to City the Services; NOW, THEREFORE, in consideration of the foregoing recitals and the covenants and conditions set forth herein, City and Professional mutually agree as follows: SECTION 1. INCORPORATION OF RECITALS TheJoregoing Recitals are hereby incorporated into this Agreement and made a part hereof. _ SECTION 2. SCOPE OF SERVICES 2.1 City desires to engage Professional as an independent contractor for the Services set forth in attached Exhibit A, incorporated herein by this reference. . 2.2 Professional understands and agrees that City may, from time to time, request Professional to provide additional or modified Services, the scope of which shall be defined in writing and attached hereto in the order approved by City. 2.3 Time is of the essence of this Agreement. [Z:\E fbss\.\.I)'OOCllmmts\Prof~ Servlcei\2007\HERNAA'DEZ lQtrqreter.doc'212812007 5:06 PM] Claudia Hernandez Human Resources Department - 2007 Spanish Language Tesiing Appropriation #1201-404 $2,500.00 and 1201-588$1,500.00; P.D. #16041 Contract Not To Exceed $4,000.00 SECTION 3. CITY'S RESPONSIBILITIES 3.1 City shall provide such information as is reasonably necessary for Professional to understand and perform the Services requested. 3.2 City shall designate payment of the Services from City budget appropriation number 1201-404 . and 1201-588 funds.. 3.3 City shall designate the Director of Human Resources or her duly authorized representative to act on City's behalf on all matters regarding the Services. City retains sole right to determine if an employee qualifies for specialty pay. . SECTION 4. PROFESSIONAL'S RESPONSIBILITIES 4.1 Professional shall perform the Services pursuant to the terms of this Agreement and within any applicable time and cost estimate. . . 4.2 Professional shall coordinate with City its performance of the Services. 4.3 Professional shall provide the Services by following and applying at all times reasonable and . lawful standards as accepted in the education industry. SECTION 5. COMPENSATION 5.1 Professional estimates that the total price for the Services to be provided to City hereunder shall be no more than Four Thousand Dollars ($4,000.00) (the "Estimate"). Professional shall submit an invoice to City no more than once every thirty (30) days for Services provided City during the time period encompassed by such invoice. Invoices shall be submitted on a form containing the same information as that contained on the Professional Services Invoice attached hereto as Exhibit B, incorporated herein by this reference. City shall pay Professional for all undisputed Services rendered and stated on such invoice within thirty-five (35) days from the date of City's receipt of same, in the amounts set forth in Exhibit A. 5.2 Professional agrees not to provide any Services to City that would. cause the total cost of same to exceed the Estimate, without City's prior written consent. SECTION 6. TERM Unless otherwise terminated in accordance with the termination provisions set forth in Section 7.1 hereinbelow, this Agreement shall be in effect from the Effective Date through December 31, 2007. lZ,\I! Bw\My Documents\l'rofeaiomll Scnriccsl2001lHERNANDEZ lnlrqO"tIl:r.doc'2121l12001 S06 PM] 2 Claudia Hernandez Human Resources Department - 2007 Spanish Language Testing Appropriation #1201-404 $2,500.00 and 1201-588 $1,500.00; P.D. #16041 Contract Not To Exceed $4,000.00 SECTION 7. MISCELLANEOUS 7.1 Termination. 7.1.1 The obligation to provide Services under this Agreement may be terminated by City or Professional, without cause, upon thirty (30) days' advance written notice. 7.1.2 The obligation to provide Services under this Agreement may be terminated by City, for cause, immediately upon Professional's receipt of City's "Notice To Cease Services." 7.1.3 In the event of Agreement termination, and as full and complete compensation hereunder, Professional shall be paid for all Services rendered and expenses incurred as of the date of termination that are not in dispute, except that such payment amount shall not exceed the Estimate. Disputed compensationarhounts shall be resolved as allowed by law. 7.2 Binding Effect. City and Professional, and their respective officers, officials, agents, partners and successors.in interest, if any, are bound to the other as to all Agreement terms, conditions and obligations. 7.3 No Third Partv Beneficiaries. Nothing contained herein shall be construed to give rights or benefits to anyone other than the parties hereto. 7.4 Relationship. The relationship of the parties hereto shall be as provided for in this Agreement. Professional shall have the sole responsibility to pay all statutory, contractual and other' taxes, benefits and/or obligations Professional incurs as a result of this Agreement as they become due, including, but not limited to, all withholding, income and social security taxes. Professional hereby warrants and indemnifies City for and from any and all costs, fees, expenses and/or damages incurred by City as a result of any claims made against Professional and related to the subject matter of this Agreement. This indemnification obligation shall survive the termination of this Agreement. 7.5 Ownership. All testing, scoring and ancillary materials developed by Professional pursuant to this Agreement shall be' the property of City and shall not be used by any other individual or agency without the City's prior written consent. All completed tests are also the property of City and must be surrendered upon request. (Z:\E flm'My Ooc\lments\ProfcSlion.ll Suvicea'JOO7IHElUIANPEZ Inttepreter_doc;2nIll2007 5 06 PM] 3 Claudia Hernandez Human Resources Department - 2007 Spanish Language Testing Appropriation #1201-404$2,500.00 and 1201-588 $1,500.00; P.D. #16041 Contract Not To Exceed $4,000.00 7.6 Liens. Professional shall not cause or permit the filing of any lien on any of City's property. In the event such a lien is filed and Professional fails to remove it within ten (10) days after the date of filing, City shall have the right to payor bond over such lien at Professional's sole cost and expense. 7;7 Default. In the event Professional: (a) repudiates, breaches or defaults under any of the terms or conditions of this Agreement, including Professional's warranties; (b) fails to perform the Services as specified; or, (c) fails to make progress so as to endanger timely and proper completion of the Services and does not correct such failure or breach within five (5) business days after receipt of notice from City specifying same, City shall have the right to terminate this Agreement immediately without further liability to Professional. and to exercise all other rights or remedies available to it at law or in equity. 7.8 Government Compliance. Professional agrees to comply with all laws, executive orders, rules and regulations applicable to Professional's performance of her obligations under this Agreement, all relevant provisions of which being hereby incorporated herein by this reference, to keep all of Professionals' required professional licenses and certifications valid and current, and to indemnify and hold harmless City from any and all losses, damages, costs, liabilities; damages, costs and attorney fees resulting from any failure by Professional to do so. This indemnification obligation shall survive the termination of this Agreement. 7.9 Indemnification. Professional shall indemnify and hold harmless City and its officers, officials, employees and agents from all losses, liabilities, claims, j udgrnents and liens, including, but not limited to, all damages, costs, expenses and .attorney fees arising out of any intentional or negligent act or omission of Professional in the performance of this Agreement. This indemnification obligation shall survive the termination of this Agreement. . 7.10 Severabilitv. If any provision ofthis Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, that provision shall be stricken, and all other provisions Of this Agreement that can operate independently of same shall continue in full force and effect. [Z;'.E BassIMy Dotuments\Professional Services\2007\HERNANDEZ Intreptet<:r,doc'2f.!Sl2007 5:06 PM! 4 Claudia Hernandez Human Resources Department - 2007 Spanish Language Testing Appropriation #1201-404 $2;500.00 and 1201-588 $1,500.00; Po. #16041 Contract Not To Exceed $4,000.00 7.11 Notice. Any notice, invoice, order or other correspondence required or allowed to be sent pursuant to this Agreement shall be written and either hand-delivered or sent by prepaid U.S. certified mail, return receipt requested, addressed to the parties as follows: CITY: City of Carmel AND Human Resources Department One Civic Square Carmel, Indiana 46032 ATTENTION: Barbara Lamb, Director Douglas C. Haney Carmel City Attorney One Civic Square Carmel, Indiana 46032 PROFESSIONAL: Claudia Hernandez 946 Lenox Lane, Suite 207 Carmel, IN 46032 Notwithstanding the above, City may orally provide to Professional any notice required or permitted by this Agreement,.provided that such notice shall also then be sent as required by this paragraph within three (3) business days from the date of such oral notice. 7.12 Effective Date. The effective date ("Effective Date") of this Agreement shall be the date on which the last of the ." . parties hereto executes same. 7.13 Governing Law; Lawsuits. This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana, except for its contlic.t of laws provisions, as well as by all ordinances and codes of the City of Carmel, Indiana. The parties agree that, in the event a lawsuit is filed hereunder, they waive any right to a jury trial they may have, agree to file such lawsuit in an appropriate court in Hamilton County, Indiana only, and agree that such court is the appropriate venue for and has jurisdiction over same. 7.14 Waiver. Any delay or inaction on the part of either party in exercising or pursuing its rights and/or remedies hereunder or under law shall not operate to waive any such rights and/or remedies nor in any way affect the rights of such party to require such perfortnance at any time thereafter. [Z:IE Bao5\MyPocume1lls\I'rofesw.ual Sl:O'Vkcsl2OO1\HERNANDEZ lntrepreltr_doc'1I2312007 5:06PM] 5 . Claudia Hernandez Human Resaurces Department - 2007 Spanish Language Testing Appropriation #1201-404 $2,500.00 and 120/-588 $1,500.00; P.O #16041 Contract Not To Exceed $4,000.00 7.15 Non,Assigmnent. Professional shall not assign or pledge this Agreement nor delegate its obligations hereunder without City's prior written consent. 7.16 Entire Agreement. This Agreement contains the entire agreement of and between the parties hereto with respect to the subject matter hereof, and no prior agreement, understanding or representation pertaining to such subject matter shall be effective for any purpose. No provision of this Agreement may be changed or deleted except by an agreement in writing signed by both parties hereto and/or their respective successors in interest. . To the extent any provision contained in this Agreement conflicts with any . provision contained in any exhibit attached hereto, the provision contained in this Agreement shall prevail. 7.17 Representation and Warranties. Each party hereto represents and warrants that it is authorized to enter into this Agreement and that any person or entity executing this Agreement on behalf of such party has the authority to bind such party or the party which they represent, as the case may be. . 7.18 Headings. All headings and sections of this Agreement are inserted for convenience only and do not form a pari of this Agreement nor limit, expand or otherwise alter the meaning of any provision hereof. 7.19 Advice of Counsel. The parties warrant that they have read this Agreement and fully' understand it, have had an opportunity to obtain the advice and assistance of counsel throughout the negotiation of same, and enter into same freely, voluntarily, and without any duress, undue influence or coercion. [remainder of page intentionally left blank) \ [Z;\E Bass\My Docnmentsl!'rofcsslOllal Services\2007\HERNANDEZ Inlrcl""eter.doc,U2!lf2007 S:06 P.MJ 6 Claudia Hel7landez Human Resources Department - 2007 Spanish Language Testing Appropriation #120/-404 $2,500.00 and 120/-588 $1,500.00; P,D. #/604/ Contract Not To Exceed $4,000. 00 IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows: CITY OF CARMEL, INDIANA by and through its Board of Public Works and Safety ("CITY") CLAUDIA HERNANDEZ ("PROFESSIONAL") BY: BY: No r PReserM James Brainard, Presiding Officer 9,~~ Mary A Burk~Memb9r Date: -..::s - /-0 Printed Name: ClIIuC>IfI HCRNfI'AlPE2 Last four digits ofSSN: Date: 1d/!.V( 3 -!200 1- Lori S, Date: , erk -Treasurer 07 [Z:'E B...\",y DocumeUI,\l'rol't5sional S"",;ccs"lQ07\HER."':A.>';OEZ lnlfCprClcr doc:2"2812007 5:06 PM] 7 Claudia Hernandez Human Resources Department - 2007 Spanish Language Testing Appropriation #1201-404 $2,500.00 and 1201-588 $1,500.00; P.O. #16041 Contract Not To Exceed $4,000.00 EXHIBIT A Professional shall provide the following: 1. Providing Spanish ianguage testing services. 2. Meeting with representatives from Human Resources and other City Departments to develop test questions. 3. Developing all test components, inciuding written and oral test questions, English translation and scoring guidelines. 4. Administering tests. 5. Recording and explaining oral tests as requested. 6. Grading test and report results within one (1) week of administration. 7. Maintaining confidentiality of test questions and results. 8. Assuring that no written materials, including any handwritten notes, are taken from the test site. 9. Preparing substitute questions, subject to City's approval, for any question(s) thatappear(s) to be compromised. , PROFESSIONAL'S SERVICES PROVIDED PROFESSIONAL'S COMPENSATION $1,000.00 Develop written and oral Spanish-language fluency tests for Carmel Police Department Develop additional set of written and oral Spanish-language fluency tests for , $500.00 another City Department (or a complete re-write of the Police Department tests) , Individual test administration, grading and reporting $100.00 per test Provide supplies as are reasonably necessary for the reproduction of test materials, Actual Documented recording of oral tests and other administrative functions. Expense Substitute questions shall be provided by Professional to City at no additional cost. Nil [Z,',E BaWMyDocunmus\Profcssioual S<:rvicr:sI10Q7,flEflNANDEZ EXHlBIT AdoC:2n81.2!107 s:os PM]