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BAKER&DANIELS/Mitzi H.Martin APPROVED,��-'/�}1�--AS TO
Human Resources Department-2008 FORNI aY. /J Appropriation#1201-570-01; P.O. #19374 _
Contract Not To Exceed$10,000.00
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 Mitzi H. Martin, Partner with BAKER & DANIELS (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, Professional is experienced in providing and desires to provide to City the
professional services ("Services") referenced herein; and
WHEREAS, City desires to engage Professional as an independent contractor for the purpose of
providing to City the Services referenced herein;
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
The foregoing 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 to City. When City desires additional Services from
Professional, the City shall notify Professional of such additional Services desired, as well as the
time frame in which same are to be provided, Only after City has approved Professional's time
and cost estimate for the provision of such additional Services, has encumbered sufficient monies
to pay for same, and has authorized Professional, in writing, to provide such additional Services,
shall such Services be provided by Professional to City. A copy of the City's authorization
documents for the purchase of additional Services shall be numbered and attached hereto in the
order in which they are approved by City.
2.3 Time is of the essence of this Agreement.
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BAKER& DAN1ELS/Mitzi H. Martin
Human Resources Department- 2008
Appropriation#1201-570-01; P.O.#19374
Contract Not To Exceed$10,000.00
SECTION 3. CITY'S RESPONSIBILITIES
3.1 City shall provide such information as is reasonably necessary for Professional to understand the
Services requested.
3.2 City shall provide all data required for provision of Services. Professional may assume that all
data so provided is correct and complete.
3.3. City shall arrange for Professional to enter upon public and private property as reasonably required
for Professional to perform the Services.
3.4 City shall designate payment of the Services from City budget appropriation number 1201-570-01
funds.
3.5 City shall designate the Mayor.or his duly authorized representative to act on City's behalf on all
matters regarding the Services.
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 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 Ten Thousand Dollars ($10,000.00) (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 sixty(60) days from the date of City's receipt of same,
or be subject to a late charge of one percent (1%) of such unpaid and undisputed invoice amount
for each month same remains unpaid.
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.
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BAKER& DANIELS/Mitzi H. Martin
Human Resources Department -2008
Appropriation#1201-570-01; P.O.#19374
Contract Not To Exceed$10,000.00
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,
2008, and shall, on the first day of each January thereafter, automatically renew for a period of one
(1) calendar year, unless otherwise agreed by the parties hereto.
SECTION 7. MISCELLANEOUS
7.1 'Termination.
7.1.1 The obligation to provide all or any portion of the Services under this Agreement may be
terminated by City or Professional, without cause, upon thirty(30) days' notice.
7.1.2 The obligation to provide all or any portion of the 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 full or partial Agreement termination, and as full and complete
compensation hereunder, Professional shall be paid for all such 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 compensation amounts shall be
resolved as allowed bylaw.
7.2 Binding Effect.
City and Professional, and their respective officers, officials, agents, partners and successors in
interest are bound to the other as to all Agreement terms, conditions and obligations.
7.3 No Third Party 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, and neither
Professional nor any of its agents, employees or contractors are City employees. Professional shall
have the sole responsibility to pay to or for its agents, employees and contractors.all statutory,
contractual.and other benefits and/or obligations as they become due. 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 claim for wages, benefits or otherwise by any agent, employee or contractor
of Professional regarding or related to the subject matter of this Agreement. This.indemnification
obligation shall survive the termination of this Agreement.
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BAKER&DANIELS/Mitzi H. Martin
Human Resources Department -2008
Appropriation#1201-570-01; P.O.#I9374
Contract Not To Exceed$10,000.00
7.5 Insurance.
Professional shall procure and maintain with an insurer licensed to do business in the State of
Indiana such insurance as is necessary for the protection of City and Professional from all claims
under workers' compensation, occupational disease and/or unemployment compensation acts,
because of errors and omissions, because of bodily injury, including, 'but not limited to, the
personal injury, sickness, disease, or death of any of Professional's employees, agents or
contractors and/or because of any injury to or destruction of property, including, but not limited to,
any loss of use resulting therefrom. The coverage amounts shall be no less than those amounts set
forth on attached Exhibit C. Such insurance policies shall not be canceled without thirty (30)
days' prior written.notice to City.
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 removeit within ten (10) days after the date of filing,
City shall have the right to pay or 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; (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; or (d) becomes insolvent, files, or has filed against it, a petition
for receivership, makes a general assignment for the benefit of creditors or dissolves, each such
event constituting an event of default hereunder, City shall have the right to terminate all or any
part of this Agreement, without liability to Professional and to exercise any 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 its 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 Professionalto do so. This indemnification obligation shall survive the termination
of this Agreement.
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BAKER&DAN1ELS/Mitzi H. Martin
Human Resources Department-2008
Appropriation#1201-570-01; P.O. #19374
Contract Not To Exceed$10,000.00
7.9 Indemnification. •
Professional shall indemnify and hold harmless City and its officers, officials, employees and
agents from all losses, liabilities, claims, judgments 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 and/or any of its employees, agents or contractors in the performance of
this Agreement. This indemnification obligation shall survive the termination of this Agreement.
7.10 Discrimination Prohibition.
Professional represents and warrants that it and each of its employees, agents and contractors shall
comply with all existing and future laws prohibiting discrimination against any employee,
applicant for employment and/or other person in the subcontracting of work and/or in the
performance of any Services contemplated by this Agreement with respect to hire, tenure, terms,
conditions or privileges of employment or any matter directly or indirectly related to employment,
subcontracting or work performance hereunder because of race, religion, color, sex, handicap,
national origin, ancestry, age, disabled veteran status or Vietnam era veteran status. This
indemnification obligation shall survive the termination of this Agreement.
7.11 Severability.
If any provision of this 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.
7.12 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 Douglas C. Haney
Department of Administration Carmel City Attorney
One Civic Square One Civic Square
Cannel, Indiana 46032 Carmel, Indiana 46032
ATTENTION: Stephen Engelking
PROFESSIONAL:
BAKER & DANIELS
300 North Meridian Street, Suite 2700
Indianapolis, Indiana 46204-1782
ATTENTION: Mitzi H. Martin
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BAKER&DANIELS/Mitzi H. Martin
Human Resources Department-2008
Appropriation#1201-570-01; P.O. #19374
Contract Not To Exceed$10,000.00
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 ten (10) business days from the date of such oral notice.
7.13 Effective Date.
The effective date ("Effective Date") of this Agreement shall be the date on which the last of the
parties hereto executes same.
7.14 Governing Law; Lawsuits.
This Agreement shall be governed by and construed in accordance with the laws of the State of
Indiana, except for its conflict 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.
7.15 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 performance at any time thereafter.
7.16 Non-Assignment.
Professional shall not assign or pledge this Agreement nor delegate its obligations hereunder
without City's prior written consent.
7.17 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, written or oral, shall be effective for any purpose. No provision of this Agreement
may be amended, added to or subtracted from 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.
7.18 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.
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BAKER&DANIELS/Mitzi H. Martin
Human Resources Department - 2008
Appropriation#1201-570-01: P.O. #19374
Contract Not To Exceed$10,000.00
7.19 Headings.
All headings and sections of this Agreement are inserted for convenience only and do not form a
part of this Agreement nor limit, expand or otherwise alter the meaning of any provision hereof.
7.20 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.
7.21 Copyright.
City acknowledges that various materials which may be used and/or generated by Professional in
performance of Services, including forms, job description formats, comprehensive position
questionnaire, compensation and classification plan and reports are copyrighted. City agrees that
all ownership rights and copyrights thereto lie with Professional, and City will use them solely for
and on behalf of its own operations. City agrees that it will take appropriate action with its
employees to satisfy its obligations with respect to use, copying, protection and security of
Professional's property.
7.22 Personnel.
Professional represents that it has, or will secure at its own expense, all personnel required in
performing the services under this agreement. Such personnel shall not be employees of or have
any contractual relationship with City. All of the services required hereunder will be performed
by Professional or under his supervision and all personnel engaged in the work shall be fully
qualified to perform such services.
7.23 Records and Inspections
Professional shall maintain full and accurate records with respect to all matters covered under this
agreement for three (3) years after the expiration or early termination of this agreement. City shall
have free access at all proper:times to such records and the right to examine and audit the same
and to make transcripts there from, and to inspect all program data, documents, proceedings and
activities.
7.24 Accomplistunent of Project
Professional shall commence, carry on, and complete the project with all practicable dispatch, in a
sound economical and efficient manner, in accordance with the provisions thereof and all
applicable laws. In accomplishing the project, Professional shall take such steps as are appropriate
to ensure that the work involved is properly coordinated with related work being carried on within
City's organization.
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From: 12/11/2008 16:08 #609 P.009/014
BAKER&DANIELS/Mitzi H.Martin
Human Resouroca Department-2008
Appropriation#1201-570-01; .P.O.#19374
Contract Not To Exceed SI 0,000.00 •
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows:
CITY OF CARMEL, INDIANA Mitzi H. Martin,BAKER&DANIELS
• by and through its Board of Public
Works and Safety
BY: BY: tuts
Li
James Brainard,Presiding Officer Authorized Signature
Date: ! `I
Printed Name: litzi�/1L>L, Eurn•
t
Mary'Ann Burke,Member Title: 'a-7r
Date:
FED/TIN: 3 5-0E337 9 oz,
Lori S. Watson,Member SSN if Sole Propriet9:
Date: Date: Lq t 1 / •
AlIEST: •
Diana Cordray, IAMC,Clerk-Treasurer
Date:
•
•
•
•
•
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BAKER &DANIELS/Mitzi H. Martin
Human Resources Department-2008
Appropriation #1201-570-01; P.O.#19374
Contract Not To Exceed$10,000.00
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows:
CITY OF CARMEL, INDIANA Mitzi H. Martin, BAKER & DANIELS
by and through its Board of Public
Works and Safety
BY: BY:
lac-- / �.,
Jiffies Brainard, Presiding Officer Authorized Signature
Date: 7 —/,�
Printed Name:
Mary A urkeI Member,/ OE Title:
Date: ��
FID/TIN:
Lori S. Watson ember SSN if Sole Proprietor:
Date: ti-I tri I OB Date:.
ATT T:
tans Cordray, M , leri Treasurer
Date: t 7
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BAKER e DANIELS
'Est..1E63.
MITZI H. MARTIN RAKER& DANIELS LLP
Partner 300 North Meridian Street, Suite 2700
Direct 3[7.237.1323 Indianapolis, Indiana d62041-17S2
Direct Fax 317.237.8,123 Tel 317.237.0300 Fax 317.237.1000
mitzi martin o bakerd.com www.bakerdaniels.com
CONFIDENTIAL
ATTORNEY-CLIENT PRIVILEGE
VIA U.S. MAIL AND E-MAIL: blamb(dIcarnreel.in.gov
November 14, 2008
Ms. Barbara-Lamb
Director Of Human Resources
City Of Carmel
One Civic Square
Cannel, IN 46032
Re: Employment Law Training
Dear Barbara:
This letter follows our discussion and provides information on my practice and
training philosophy, and my background. Although I know you are familiar with,my training, I
wanted to you have this information to share with Doug Haney if he needs further information
about my training.
Labor-and Employment Law Team
As.you know, we handle the full range of labor and employment issues that
employers face and represent clients--throughout the United States in employment and labor
matters including providing supervisory training. My practice has provided the basis for my
teaching front-line, mid-level, and top management.
My Background
I have practiced'23 years solely in labor and employment law. The lion's share of
my practice is dedicated to all.aspects of civil rights law and the FMLA and similar laws. I
spend significant time in proactive counseling,and strategizing with clients,to assist them in
developing and maintaining an efficient, productive work force and avoiding litigation. As a
result,"I have developed•a substantial "training"practice.
Prior to becoming an attorney, 1 taught school far seven years. I also have a
Masters Degree in Counseling. The interrelated skills gained from.education; counseling; and
law have enabled.nie effectively to counsel„train, and defend. Many decades of life experiences,
p)
aDDn01597602h1 "EXHIBIT ( 5
Barbara Lamb -2- November 14, 2008
including spending myyotith in the South and my adult life in the;Midwest, living in small town
America and working in a large city,,and-living and working with people of diverse
socio-economic and cultural backgrounds, have enhancedmy ability to serve clients well in the
"legal"world of work.
I typically make approximately 75 presentations annually, many for public
employers. I have worked with supervisors and managers in all industries and at all skill levels.
The feedback is consistent. On a scale of 1 to 10, supervisors regularly rate-my training 9-i-. You
have received the evaluation from the training that Carmel participated in the past two years—
(1) December.11 and 12,.2007-Hiring Right: Use Your Senses, Your Good Sense, Your
Common Sense—Not your Gut;and(2) October 9, 2008—Investigating Complaints Of
Workplace Harassment—Learning The Tricks Of The Trade. I have enclosed another copy of
those reviews.
I train on a variety of topics. As you consider your needs for 2009, following is a
sampling of presentations
Mitzi Martin's Training-Tonics
➢ The Supervisors'.Primer: Liability And.Responsibility Under Equal
Employment Opporwnity Law (Discrimination, Harassment, Retaliation.
And Accommodation).
➢ Managing Workplace Illness/Injuries In Compliance With The Americans
With Disabilities Act(ADA) and The ADA Amendments Act(ADAAA)
(Effective January 1, 2009)
➢ Surviving•The Challenges Of Complying With The "New" Family And
Medical Leave Act(FMLA): What Every Human Resources Professional
And Supervisor Must Know
• Managing The Many Wrinkles Of The Aging Boom •
➢ A Bowl Of Alphabet Soup Helps Cure.The Supervisory Ills Of The FMLA
And The ADA
➢ Performance Management: Coaching, Counseling, Complimenting, And
Correcting Right-
Managing A Work Force Of Differences: Recognizing And Dealing With
Workplace Cultural Collisions
➢ Customer Service: _It's All About The Five C's— Courtesy,
Communication, Care, Co-Workers, And Cultural Diversity
• Building Better Employees Thio igh Performance Evaluation
E3DDBn15476O21vI "EXHIBIT A �15 "
Barbara Lamb 3- November 14, 2008
• Workplace Conduct: It's About Respect
Hiring Right: Use Your Senses, Your Good Sense, And Your Common
Sense—Not Your Gut: The Pm-Employment Process— Focus On
Effective Interviewing
➢ Investigating Workplace Complaints Effectively: Learning The Tricks Of
The Trade
➢ Managing Pay Practices To Avoid The Pitfalls.Of The'Fair Labor
Standards Act
➢ Violence In The Workplace —A 2lst Century Reality
Of course, I can-mix and match the substantive topics and select scenarios that
address employer's particular needs and concerns. Sontetimes.I suggest that training cover three
to six major "best practice" issues in a less comprehensive fashion:with a caption such as
"Staying Out Of Hot Water: A Practical Seminar For Managers, Supervisors, And Human
Resources" or " 21 s` Century Personnel Practices: The Good, Bad, And The Ugly."
My fees for your 2009 training, including preparation, presentation, follow-up
report, and travel time are:
Up to 7 hours training in a single day: $4,800
• Up to 4 hours training in a singleday: $3,100
As you are local, there will be-no additional-out-of-pocket expenses, except a
charge of S6.00 per participant booklet.
l look forward to hearing-from you. 1 can commit the terms to a formal
engagement letter after your review and decision. Of course, you do not need to commit to dates
or topics at this time unless you wish.
Sincerely,
Mitzi H. Martin
MI-IM/j as
Enclosures
(1) December I I and 12,2007-Hiring Right: Use Your Senses, Your Good Sense, Your
Common Sense —Not your Gut
(2) October 9, 2008 — Investigating Complaints Of Workplace Harassment—Learning The
Tricks Of The Trade.
131061301 5476021v1 "EXHIBIT /