Contract 2021-056ADocuSign Envelope ID: 19B7CC7A-FC24-4B37-B8B5-4654E394E2E0
#2021-056-A
AGREEMENT NO. 2021-056 FOR
PROFESSIONAL LABOR RELATIONS SERVICES
THIS AGREEMENT, made this day of August 25t', 2021, between the City of Clermont, a
Municipal Corporation of the State of Florida, (hereinafter referred to as the "CITY') and The
Training Tree, Inc., whose address is 8264 136 h Street North, Seminole, Florida 33776 (hereinafter
referred to as "CONSULTANT").
WHEREAS, the CITY is a municipal corporation of the State of Florida, seeking to retain an
independent contractor to act as a Labor Relations consultant, who will provide collective bargaining
services of a non -legal nature, and provide Lead Negotiator services on a part-time basis; and
WHEREAS, the CONSULTANT is a Florida corporation, seeking to be retained as an
independent contractor to act as a Labor Relations consultant, who will provide collective bargaining
services of a non -legal nature, and provide Lead Negotiator services on a part-time basis for the
CITY; and
WHEREAS, the CITY desires to retain the CONSULTANT to perform services for the CITY
and CONSULTANT desires to be retained as an independent contractor to perform the services
herein described.
NOW, THEREFORE, in consideration of the covenants, mutual terms and conditions provided
for herein, and for good and valuable consideration, and the mutual agreements stated below, the
sufficiency and receipt of which are hereby acknowledged by CITY and CONTRACTOR, the parties
agree as follows:
1. Recitals: Each of the parties hereto acknowledge and confirm the accuracy of the statements
set forth above and incorporate said statements into the operative provisions of this Agreement by this
specific reference hereto.
2. Appointment and Designation: Subject to the terms, conditions, and provisions contained
herein, CITY hereby appoints and retains CONSULTANT as a Labor Relations consultant and Lead
Labor Negotiator for the CITY, to provide non -legal collective bargaining services on a part-time
basis for the CITY, and the CONSULTANT accepts said appointment and hereby agrees to provide
the Scope of Services as enumerated in this Agreement. CONSULTANT designates Steven P.
Rosenthal to perform the Scope of Services provided herein, and the CITY accepts said designation.
3. Scope of Services: CONSULTANT shall furnish all labor, materials, equipment, and
transportation and perform all of the work described in the scope of services through the Steven P.
Rosenthal as assigned personnel as set forth below and incorporated herein. The Scope of services
shall include the following:
a. Acting as a consultant to the City Manager concerning union negotiations by and between
the City and City employees.
b. Acting as Lead Negotiator for City in regards to bargaining with Police and Fire units.
c. Acting as a consultant to the City Commission concerning labor relations and collective
bargaining services.
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d. Acting in the above capacity until the contract(s) have been tentatively agreed to and
ratified or until impasse has been declared by either the City or the Union or this contract
has been terminated by either party.
4. Compensation: The CITY agrees to and does engage CONSULTANT to perform the
professional services for compensation described herein and as set forth below:
a. For off -site services including research, proposal development and preparation provided by
CONSULTANT off -site of CITY's premises: ONE HUNDRED DOLLARS ($100.00) for
each hour or portion thereof worked.
b. For on -site attendance at bargaining sessions, strategy meetings, executive sessions,
management team, council or other meetings: ONE THOUSAND FOUR HUNDRED AND
NINETY-FIVE DOLLARS ($1,495) for a half -day or full day, up to seven (7) hours. For
hours beyond seven (7) hours CONSULTANT will be compensated ONE HUNDRED AND
TWENTY DOLLARS ($120) per hour or portion thereof.
c. CITY will reimburse the CONSULTANT for reasonable lodging expenses when such lodging
is pre -approved by CITY. The City will reimburse the Consultant for securing professional
and general liability insurance up to Sixteen Hundred and Ninety Dollars and Fifty Cents
($1,690.50).
d. As a condition precedent to receiving payment, CONSULTANT shall have been authorized
to proceed by CITY for the services, shall not be in default of any of the terms and conditions
of this Agreement and shall provide to CITY an invoice. All invoices submitted for
compensation shall include a statement by CONSULTANT that states as follows:
"This statement sets forth only actual time spent by the consultant and other allowable
expenses pursuant to this agreement and does not contain any unit billing, multipliers,
or other devices that permit payment for more than actual time spent."
e. CITY shall pay all valid, approved and undisputed invoices within thirty (30) days of receipt
from CONSULTANT. In the event that CITY disputes any invoice submitted, it shall advise
CONSULTANT in writing and said invoice shall not be deemed due and payable under this
agreement. Neither the CITY's review approval or acceptance of, nor payment for, any
services provided hereunder shall be construed to operate as a waiver of any rights under this
Agreement.
5. The Term: The term of this Agreement shall be for one (1) month, commencing on
September 1 ', 2021 and continuing through the date of termination as provided herein. The term of
this Agreement shall automatically renew each month, month after month, provided that no written
notice of termination (as described below) has been provided by either party.
6. Termination: This Agreement may be terminated by either party for any reason and
without cause upon seven (7) days written notice to the other party. Upon termination, the City
shall compensate the CONSULTANT for services rendered by the CONSULTANT and authorized
and accepted by CITY through the date of termination.
7. Relationship: CONSULTANT shall be an independent contractor and nothing in this
Agreement or the course of conduct between the parties is intended to nor shall be deemed to
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constitute any employment, joint venture, partnership, or any other type of relationship between the
parties other than the one in which CONSULTANT is an independent contractor. CONSULTANT
shall have no authority to and shall not bind or obligate the CITY in any manner.
8. Authorized Representative of the City. During the term of this Agreement, the City
Manager shall be the designated representative authorized to act on behalf of the CITY, as provided
by law, with respect to the project.
9. Insurance Provided by Consultant.
a. Workers Compensation. CONSULTANT agrees to pay for and maintain in full force and
affect all applicable workers compensation insurance as required by Federal and Florida Law,
unless waived.
b. Comprehensive Automobile Liability. CONSULTANT agrees to pay for and maintain in full
force and effect at all times during the term of this Agreement, bodily injury and property
damage liability insurance. The limits of said policies shall be in an amount as set forth in
Exhibit "A" attached hereto and incorporated herein.
c. Proof of Insurance. Upon CITY's request, CONSULTANT agrees to provide to CITY
reasonable proof of the aforementioned policies of insurance, or certificates of the issuance
thereof, as evidence of the compliance by the CONSULTANT with the terms and provisions
contained herein.
d. Loss of Insurance. If during the period which an insurance company is providing the coverage
required by this Agreement, an insurance company shall: 1) lose its Certificate of Authority,
2) no longer comply with any applicable Florida Law, or 3) fail to maintain the Best Rating
and Financial Size Category, CONSULTANT shall, as soon as it has knowledge of any such
circumstance, immediately notify CITY and immediately replace the insurance coverage
provided by the insurance company with a different insurance company meeting the
requirements of this Agreement. Until the CONSULTANT has replaced the unacceptable
insurer with an insurer acceptable to CITY, the CONSULTANT shall be deemed in default
of this Agreement.
10. Acting within Scone of Assii!nment/Indemnification. To the extent that the
CONSULTANT is acting within the scope of the assignment herein and to the extent provided by law
and without waiving any sovereign immunity it may enjoy, CITY shall indemnify, hold harmless and
indemnify CONSULTANT for any claims or damages, incurred by CONSULTANT, except for and
not including such resulting from the alleged or actual negligence, omission or wrongful intentional
acts of CONSULTANT. CONSULTANT agrees to hold harmless and indemnify, CITY, its officers,
employees and agents against any and all claims, losses, damages or lawsuits for damages, arising
from or related to negligent or intentional acts, omissions of the CONSULTANT.
11. Force Maiure. With regard to the performance hereunder, CONSULTANT shall not be
deemed to be in default of this agreement, or have to failed to comply with any term or conditions
herein if, for reasons beyond CONSULTANT's reasonable control (including, without limitation, acts
of God, natural disaster, labor unrest, war, declared or undeclared, the existence of injunctions or
requirements for obtaining licenses, permits or other compliance with applicable laws, rules and
regulations), such performance is not reasonably possible within such time periods, then the time for
such performance shall be extended until removal of such reasons beyond CONSULTANT's
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reasonable control, provided that CONSULTANT commences such performance as soon as
reasonably possible and diligently pursues such performance.
12. Notices. All notices shall be in writing and sent by United States mail, certified or registered,
with return receipt requested and postage prepaid, or by nationally recognized overnight courier
service to the address of the party set forth below. Any such notice shall be deemed given when
received by the party to whom it is intended.
CONSULTANT: The Training Tree, Inc.
8264 136" Street North
Seminole, FL 33776
Attu: Steven P. Rosenthal P. Rosenthal
CITY: City of Clermont
685 W. Montrose Street
Clermont, FL 34711
Attn: City Manager
13. Prohibition Against Contingent Fees. CONSULTANT warrants that it has not employed
or retained any company or person, other than a bona fide employee working solely for
CONSULTANT, to solicit or secure this agreement and that it has not paid or agreed to pay any
person, company, corporation, individual, or firm, other than a bona fide employee/contractor
working solely for CONSULTANT any fee, commission, percentage, gift or other consideration
contingent upon or resulting from the award of making of this agreement. For breach or violation
of this provision, in addition to any and all remedies available to CITY, CITY shall have the right
to terminate this agreement without liability and to deduct from the contract price, or otherwise
recover, the full amount of such fee, commission, percentage, gift or consideration.
14. General Provisions.
a. Assigiiment and Disclosure of Intellectual Propert�. All original works of authorship that
are made by the CONSULTANT or its representatives (solely or jointly with others),
within the scope of, those described as works for hire and during the period of CITY' S
agreement with the CONSULTANT and that are protectable by copyright as that term is
defined in the United States Copyright Act and that the CONSULTANT will be considered
the author thereof and shall have expressly authorized the use thereof by CITY for all
purposes consistent with this Agreement.
b. Pre -suit Mediation. Prior to, and as a condition precedent to the commencement of any
lawsuit or administrative proceeding to resolve any disputes arising out of this Agreement the
parties agree that the dispute first shall be summited to non -binding mediation for a minimum
of eight hours before a business mediation organization approved by the parties. Such
mediation shall be held at the CITY's offices at the address set forth in this Agreement. The
part shall bear the costs of the mediation equally.
c. Waiver. The waiver by CITY of breach of any provision of this Agreement shall not be
construed or operate as a waiver of any subsequent breach of such provision or of such
provision itself and shall in no way affect the enforcement of any other provisions of this
Agreement.
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d. Severability. If any provision of this Agreement or the application thereof to any person or
circumstance is to any extent invalid or unenforceable, such provision, or part thereof, shall
be deleted or modified in such a manner as to make the Agreement valid and enforceable
under applicable law, the remainder of this Agreement and the application of such a provision
to other persons or circumstances shall be unaffected, and this Agreement shall be valid and
enforceable to the fullest extent permitted by applicable law.
e. Amendment. Except for as otherwise provided herein, this Agreement may not be modified
or amended except by an Agreement in writing signed by both parties.
f. Entire Agreement. This Agreement including the documents incorporated by reference
contains the entire understanding of the parties hereto and supersedes all prior and
contemporaneous agreements between the parties with respect to the performance of services
by CONSULTANT.
g. AssigLiment. This Agreement is personal to the parties hereto and may not be assigned by
CONSULTANT, in whole or in part, without the prior written consent of CITY.
h. Venue. The parties agree that the sole and exclusive venue for any cause of action arising out
of this Agreement shall be Lake County, Florida.
i. Applicable Law. This Agreement and any amendments hereto are executed and delivered in
the State of Florida and shall be governed, interpreted, construed and enforced in accordance
with the laws of the State of Florida.
j. Records. CONSULTANT expressly understands and acknowledges that any and all
documents related to the services provided herein, may be considered records that are subject
to examination and production in accordance with Florida's Public Records Law. In
accordance therewith CONSULTANT agrees to act as follows:
1. Keep and maintain public records that ordinarily and necessarily would be required
by the CITY in order to perform the services contemplated herein.
2. Provide the public with access to public records on the same terms and conditions
that the CITY would provide the records and at a cost that does not exceed the cost
provided in Florida's Public Records Law or as otherwise provided by law.
3. Ensure that public records that are exempt or confidential and exempt from
public records disclosure requirements are not disclosed except as authorized by
law.
4. Meet all requirements for retaining public records and transfer, at no cost, to the
public agency all public records in possession of the CONSULTANT upon
termination of the contract and destroy any duplicate public records that are exempt
or confidential and exempt from public records disclosure requirements. All
records stored electronically must be provided to the CITY in a format that is
compatible with the information technology systems of the public agency.
5. IF CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE CONSULTANT'S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT,
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CONSULTANT SHALL CONTACT THE CITY' S CUSTODIAN OF PUBLIC
RECORDS AT CITY CLERK'S OFFICE, 352-241-7331.
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement for
the purposes herein expressed on the date first above written.
CITY OF CLERMONT
EDocuSigned by:
VSMA, C, V UA,YiS
003725014F694A9...
Susan C. Dauderis, Interim City Manager
ATTEST: DS
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CDocuSigned by:
ry A-4 Hawc
3AD7F34905B344A...
Tracy Ackroyd Howe, City Clerk
THE TRAINING TREE, INC.
DocuSigned by:
By, 6B882A827BE04C3...
(Signature)
Print Name:
STEVEN ROSENTHAL
Title: Mr.
Date:
8/25/2021
DocuSign Envelope ID: 19B7CC7A-FC24-4B37-B8B5-4654E394E2E0
Exhibit A
Progressive Insurance -Policy 927000400
Property Liability $50,000
Bodily Injury Liability $100K each person, 300K each accident
Uninsured Motorist
$50,000 each person
$100,000 each accident - Nonstacked
Personal Injury Protection-10,000
Comprehensive/Collision-500 deductible