Claudia 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.
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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.
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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.
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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.
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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.
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. 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.
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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
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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
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