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HomeMy WebLinkAboutBrandemix, Inc THIS AGREEMENT made and entered into this 7_day of March, 2025, by and between the Town of Southold(the"Town"), a municipal corporation organized and existing under and by virtue of the laws of the State of New York(mailing address: c/o Dennis Noncarrow, Town Clerk,P.O. Box 1179, Southold,New York 11971-0959),party of the first- part, and Brandemix, Inc. ("Contractor"), with an address at 735 Manor Lane, Riverhead,New York 11901,party of the second part. WITNESSETH: That the Town and Contractor, for the consideration named,hereby agree as follows: 1. PURPOSE. The Contractor shall provide professional branding, outreach, and public engagement-services in conjunction with the Southold Town Zoning Update Initiative. 2. SPECIFIC SERVICES. The Contractor shall perform all tasks outlined in the Proposal entitled"Outreach and Public Engagement SOW for the Southold Town Zoning Update Initiative" submitted to the Town dated January 23, 2025, for a sum not to exceed$30,000.00, as authorized by the Southold Town Board by adopted resolution 2025-176 on February 25, 2025 3. TIME AND ATTENDANCE; COOPERATION BY THE TOWN. The Contractor shall complete the services to be rendered under this Contract within six(6) months of the Contract's execution. The Town agrees to cooperate with the Contractor, as needed, and to provide the Contractor with copies of any records, documents, and other information required to perform this Agreement on a timely basis. The Town further agrees to provide the Contractor with access to all work areas and appropriate officials and/or employees of the Town, as may be needed in the performance of the Agreement. Both parties understand and agree that mutual accountability and responsiveness are critical to the successful completion of the project. Therefore,both shall always use their best faith efforts to be accountable and promptly responsive to each other. 4. COMPENSATION. In payment for the services to be performed hereunder by Contractor,the Town shall make payments to Contractor as follows: (a) The Town shall pay Contractor asset forth in the Proposal "SUMMARY OF SERVICES AND FEES." Contractor shall submit an itemized voucher for work performed on a monthly basis to the Town Comptroller. Such voucher shall be due and payable within 45 days after receipt, subject to review and approval. (b)The Town shall process any vouchers received from the Contractor as expeditiously as practically possible. (c)In the event that the Town disputes or objects to any portion of any voucher submitted by the Contractor,the Town shall,within 30 days of the receipt of such voucher,notify the Contractor in writing of such dispute or objection. 5. TERM OF AGREEMENT:TERMINATION. This Agreement shall commence on the Agreement being fully executed and shall terminate upon completion of, and payment for, all the tasks outlined in the Proposal, provided, however, that this Agreement shall terminate immediately in the event that (a) Contractor dies; (b) Contractor incurs a disability which renders Contractor unable to perform the services which Contractor is required to perform hereunder; (c) Contractor files a Petition in Bankruptcy Court or a Petition is filed against Contractor in Bankruptcy Court, or Contractor is adjudged bankrupt or makes an assignment for the benefit of creditors; or (d) a Receiver or Liquidator is appointed for Contractor and/or Contractor's property and is not dismissed within 20 days after such appointment or the proceedings in connection therewith are not stayed on appeal within said 20 days. Termination for Convenience: Either party may terminate this Agreement for any reason upon thirty (30) days'written notice to the other parry. In the event of such termination,the Town shall pay Brandemix for all services rendered and expenses incurred up to the date of termination. Force Majeure: Brandemix, Inc. shall not be liable for any failure or delay in performing its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, government actions, or other unforeseen events. In such cases, Brandemix shall notify the Town promptly and make reasonable efforts to resume performance as soon as practicable. In the event that-Contractor refuses or fails to provide the services required hereunder with due diligence, or fails to make prompt payment to persons supplying labor for Contractor's.services hereunder, or refuses or fails to comply with applicable statutes, laws or ordinances, or is guilty of a substantial violation of any provision of this Agreement, the Town shall send Contractor written notice that Contractor has 20 days to cure said default;and if,at the end of the said 20-day period, Contractor has not cured said default, the Town may then terminate this Agreement on seven days prior written notice to Contractor. Except as prohibited by law,the Town and Contractor waives trial by jury in any litigation arising out of,connected with, or relating to this Agreement. 2 6. SKILLS OF CONTRACTOR. The Contractor represents that the Contractor and any subcontractor performing work under this Contract shall have the requisite skills and experience to perform the services hereunder. 7. INDEPENDENT CONTRACTOR STATUS. The Contractor and the Town agree that in performing its services hereunder,the Contractor is an independent'contractor and shall not be deemed to be an employee or agent of the Town for any purpose whatsoever. The Contractor shall assume all blame, loss, and responsibility of any nature by reason of neglect or violation of any federal, state, county, or local laws, regulations, or ordinances. 8. CONTRACTOR'S INSURANCE. 1. The Contractor and any and all subcontractors performing work, labor, or services shall not commence work under this Contract until they have obtained all insurance required under this paragraph and such insurance has been approved by the Town. The following are the respective insurance requirements: (a) Compensation Insurance: The Contractor shall take out and maintain workers' compensation insurance for its employees assigned to the work hereunder during the life of this Contract. (b) Liability Insurance: The Contractor shall take out and maintain during the life of this Contract such general liability, property damage, and commercial auto liability insurance-as shall protect it and the Town from claims for damages for personal injury, including accidental death, as well as from claims for property damage which may arise from operations under this Contract. The amounts of such insurance shall be as follows: i. General liability insurance in an amount not less than $1,000,000 for injuries, including wrongful death to any person, and subject to the same limit for each person, in an amount not less than $2,000,000 on account of any one occurrence. ii. Property damage insurance in an amount not less than $300,000 for damage on account of all occurrences. iii. The Town shall be named as a certificate holder and an additional insured on all policies of insurance. The Contractor shall furnish proof of 3 same to the Town Attorney prior to the commencement of any work under this Agreement. iv. Any accident shall be reported to the office of the Town Clerk as soon as possible and not later than twenty-four (24) hours from the time of such accident. A detailed written report must be submitted to the Town as soon thereafter as possible, but not later than three (3) days after the date of such accident. 9. INDEMNIFICATION. Contractor and its subcontractors, agents, servants, and employees shall release,indemnify, defend,and hold harmless the Town,its officers, employees,and representatives from and against any and all demands, liabilities,losses, damages,expenses(including attorney's fees)and judgments for any personal injuries,death,or property damage in any way relating to or arising from this Contract and the services to be performed under this Contract. The Town agrees to indemnify, defend, and hold harmless Brandemix,Inc.,its officers, employees, and agents from and against any and all claims, liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees)arising out of or resulting from the Town's negligence,willful misconduct, or breach of this Agreement. 10. LIMITATION OF LIABILITY: In no event shall Brandemix, Inc. be liable to the Town for any indirect, incidental, consequential, special, or punitive damages, including but not limited to lost profits, lost revenue, or lost data, arising out of or related to this Agreement,regardless of the form of action,whether in contract,tort, or otherwise. Brandemix's total liability under this Agreement shall not exceed the total amount paid to Brandemix under this Agreement." 11. PROHIBITION AGAINST ASSIGNMENT. Contractor is hereby prohibited from assigning, transferring, conveying, subletting,and/or otherwise disposing of this Agreement or its right, title or interest in this Agreement without prior written consent of the Town. 4 12. COMPLIANCE WITH STATUTES. The Contractor agrees that the Contractor will comply with all statutes, ordinances, local laws, codes, rules, and regulations that are or may be applicable to the Contractor's'services, activities, and duties set forth in this Agreement. 13.NOTICES. Any and all notices and payments required hereunder shall be addressed as follows or to such other address as may hereafter be designated in writing by either party hereto: To Town: Dennis Noncarrow Town Clerk Town of Southold P.O. Box 1179 Southold,NY 11971-0959 To Contractor: Brandemix,Inc. Attn: Jody Ordioni Chief Brand Officer 735 Manor Lane, Riverhead,New York 11901 14. WAIVER. No waiver of any breach of any condition of the Agreement shall be binding unless in writing and signed by the party waiving said breach. No such waiver shall in any way affect any other term or condition of this Agreement or constitute a cause or excuse for a repetition of such or any other breach unless the waiver shall include the same. 15. APPLICABLE LAW. This Agreement and the rights and obligations of parties hereunder shall be construed in accordance with and be governed by the laws of the State of New York without regard to conflicts of laws and principles.T he Contractor hereby submits to the jurisdiction of the Courts of the State of New York for all disputes relating to this Agreement and agrees that the venue for all disputes shall be in Suffolk County. 5 16. DISPUTE RESOLUTION: Any dispute arising out of or relating to this Agreement shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall take place in Suffolk County,New York, and the decision of the arbitrator shall be final and binding on both parties. 17. COMPLETE AGREEMENT: MODIFICATION. This Agreement constitutes the complete understanding of the parties. No modification of any provisions thereof shall be valid unless in writing and signed by both parties. THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK 6 IN WITNESS WHEREOF,the parties have executed this Agreement as of the date first written. above. TOWN OF SOUTHOL By: Albert J. Krupski Jr., Supervisor B DE X, By: A rized gent STATE OF NEW YORK) COUNTY OF SUFFOLK) ss: - On the (ath of. in the year 2025 before me,the undersigned,personally appeared Albert J. Krupski Jr.,personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity and that by his signature, the individual or the person upon whose behalf of which the individual acted, executed the instrument, MICHELLE L TOMASZEWSKI a NOTARY PUBLIC-STATE OF NEW YORK No. 01 T06156671 Qualified in Suffolk County Nota Public My Commission Expires 11-27-2026 STATE OF NEW YORK) COUNTY OF SUFFOLK) ss: On the 9 of Mr in the year 2025 before me,the undersigned personally appeared personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity and that by his signature,the individual or the person upon whose behalf of which the individual acted, executed the 'nstrument. PAN DEL L Notary Pu 11G UQ:OF Nh W PORK' y NOTARY PUBLIC Qualified in Suffolk County , ; "-- I'0C'O 01DE00300524 ti N ,yy� ¢n "F� r \p"� �J �W ems[ "�auu,uu�•`• MAR 1 9 2025 7 - .