The URL can be used to link to this page

Home My WebLink AboutZoneCo, LLC - j i;�.,iyy�e,age�:.:1 qr��.P u� 1"Z'EE '"9 t E D. COVER SHEET FOR DOCUMENTS 0 CT 1 0 2025 SENT T0: W Y 1 � ,ut.ho1d Town Ole,k Sent By: TOWN ATTORNEY, PAUL M. DECHANC,E `DEPUTY T/A, JACK SQUICCIARINI ASSISTANT T/A, JULIE M. MCGIVNEY ASSISTANT T/A, BENJAMIN JOHNSON CONFIDENTIAL SECRETARY, AMY SCHLACHTER Type of Agreement : Nature of Contract/Agreement ��►� 01i bu 1rJC, (I /A11 ~ I DENIS NONCARROW Town Hall,53095 Main Road P.O. TOWN CLERK �pf SQ�/r Box 1179 Southold,New York 11971 Fax (631) 765-6145 Telephone(631) REGISTRAR OF VITAL 765-1800 STATISTICS MARRIAGE OFFICER RECORDS MANAGEMENT p �� www.southoldtownny.gov OFFICER FREEDOM OF INFORMATION OFFICER OFFICE OF THE TOWN CLERK TOWN OF SOUTHOLD THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2025-689 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON SEPTEMBER 9,.2025: RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs the Town Supervisor, Albert J. Krupski, Jr. to execute the Agreement dated 9/9/2025 between the Town of Southold and ZoneCo LLC, subject to Town Attorney review and,approval. Budget. Line—H.8020.2.400.300. Denis Noncarrow Southold Town Clerk RESULT: Adopted MOVER: Councilwoman Smith SECONDER: Councilman Mealy AYES: Councilman Mealy, Councilwoman Smith, Councilwoman Doherty, Justice Evans, Councilman Doroski, Supervisor Krupski, Jr. NAYES: None Page E2 of 96 RELEASE AND SETTLEMENT AGREEMENT THIS RELEASE AND SETTLEMENT AGREEMENT ("Agreement") is entered into by and between the TOWN OF SOUTHOLD, NEW YORK, whose address is 53095 Route 25, P.O. Box 1 l 79, Southold,New York 11971 (the"Town"),and ZONECO, LLC,an Ohio limited liability company ("ZoneCo"), whose address is Attn: Sean S. Suder, 1502 Vine Street, Fourth Floor, Cincinnati, Ohio,45202.The Town and ZoneCo may be referred to herein individually as a"Party" and together as the"Parties." RECITALS A. On September 12,2022,the Town and ZoneCo entered into a Professional Services Agreement, which was amended by that certain First Amendment to Professional Services Agreement dated September 25, 2024 ("First Amendment") (together, the "Contract"), under which ZoneCo was to perform consulting services related to an update of the Town's zoning code, as is more fully described in Exhibit "A" attached to the Contract (the "Project"); B. The Parties have a disagreement regarding work performed and fees owed under the Contract (collectively, the"Dispute"); and C. For the Parties' convenience, both the Town and ZoneCo mutually desire to terminate their contractual relationship. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants and obligations of this Agreement, and for other good and valuable consideration, the Parties agree to the following settlement and compromise: 1. Effective Date of Contract Termination. The Parties agree the Contract is terminated for convenience and, upon full execution of this Agreement, the Parties agree such termination shall be considered effective on July 29, 2025. That ZoneCo further represents no services were rendered or obligations accrued after July 29, 2025, other than as expressly set forth herein. 2. Termination Letter. The Parties agree that all prior discussions, including but not limited to that certain phone conversation between the Parties dated July 29, 2025, are superseded and replaced in its entirety by this Agreement. 3. Release by ZoneCo.ZoneCo releases,acquits, and forever discharges the Town and its assigns, current and former employees, officers, officials, and agents from any and all claims, rights, demands, obligations, actions, or causes of action but only to the extent such claims arise out of or relate to the Contract and the Dispute, including those for actual, consequential, punitive, or special damages, relating to or arising out of arise out of the Dispute or ZoneCo's duties, obligations, and services performed pursuant to the Parties' Contract, whether such claims, rights, demands, obligations, actions, or causes of action are known or unknown, actual or potential, matured or unmatured. l 4. Release by the Town. The Town releases, acquits, and forever discharges ZoneCo and its assigns, current and former employees, officers, and agents from any and all claims, rights, demands, obligations, actions, or causes of action, but only to the extent such claims arise out of or relate to the Contract and the Dispute, including those for actual, consequential, punitive, or special damages, relating to or arising out of arise out of the Dispute or the Town's duties or obligations under the Parties' Contract,whether such claims,rights, demands,obligations, actions, or causes of action are known or unknown, actual or potential, matured or unmatured. 5. Work Product and Deliverables. The Town agrees that it has received all work product ZoneCo prepared for the Town pursuant to the Contract ("Work Product") through the date of termination. 6. Compensation of ZoneCo. The Town agrees to compensate ZoneCo for all services ZoneCo provided to the Town up to and including the date of the Contract's termination in an amount of Six Thousand and 00/100 Dollars ($6,000.00)(the"Settlement Payment"), representing payment for full and final payment for services rendered. The Town's payment shall be subject to all lawful municipal audit and approval procedures. The Town Board resolution authorizing this Agreement is incorporated herein by reference. 7. No Admission of Liability. The Parties acknowledge that each denies any liability or wrongdoing and that this Agreement is not to be construed in any manner or fashion as an admission of liability or wrongdoing by either Party. 8. Non-Dispara eg ment. The Parties agree not to make; publish, or communicate to any third party any statements, remarks, or comments, whether oral, written, electronic, or otherwise, that disparage, defame, or negatively portray the other Party, or that could reasonably be interpreted as harmful to the personal or professional reputation of the other Party. This includes, without limitation, any communication through social media platforms, public forums, news media, or otherwise. 9. _Confidentiality and Non-Public Comment Clause. The Parties agree that the terms and conditions of this Agreement, as well as any underlying disputes, discussions, negotiations, or facts giving rise to this Agreement,shall remain confidential and shall not be disclosed to any third party, except as required by law or as necessary to enforce this Agreement. The Parties further agree not to make or issue any public comment, press release, or public statement relating to this Agreement or its terms, except as mutually agreed upon in writing by the Parties or as required by applicable law or judicial authority. Nothing herein shall restrict or be construed to restrict the Town's compliance with the New York Freedom of Information Law(Public Officers Law,Article 6), the Open Meetings Law (Public Officers Law, Article 7), or any other applicable statute, rule, or regulation. To the extent disclosure is required by law,the Town shall not be deemed in breach of this Agreement. 10: Integration. This Agreement contains the entire understanding of the Parties hereto with respect to its subject matter and supersedes all prior oral and written understandings and agreements between the Parties. 2 1 1. Effective Date. The terms of this Agreement shall be binding on all Parties upon signature by all Parties. ' 12. No Waiver. No waiver of any of the provisions of this Agreement shall be deemed or constitute a waiver of any other provision herein, nor shall such waiver constitute a continuing waiver unless otherwise expressly agreed. 13. Authority. The Parties represent and warrant that they have each taken all actions that are necessary or that are required by their respective procedures or bylaws, or applicable law, to legally authorize the undersigned signatories to execute this Agreement on behalf of the Parties and to bind the Parties to its terms. Moreover, the person(s) executing this Agreement on behalf of each of the Parties represents and warrants they have full authorization to execute this Agreement and to bind the Parties hereto, and the Parties each agree that the other Party is entitled to fully rely upon such representation and warranty in the enforcement of this Agreement. With respect to the Town, this Agreement shall not be binding unless and until it is duly authorized and approved by resolution of the Southold Town Board pursuant to Town Law § 68 (4). 14. Amendments or Modifications. This Agreement may be amended or modified only by written instrument executed on behalf of the Parties. 15. Assignment. The rights and obligations set forth in this Agreement shall not be assigned or assumed without the prior written consent of the Parties. 16. Binding Effect. The terms and conditions of this Agreement shall be binding upon and shall inure to the benefit of each of the Parties and their respective successors, authorized assigns, and authorized representatives and principals. 17. Legal Fees and Costs. Each Party shall bear its own costs, expenses, and attorney fees incurred in connection with the Contract,termination of the Contract, and the negotiation and drafting of this Agreement. In the event of any litigation, arbitration, or administrative hearing arising out of this Agreement, the non-defaulting or non-breaching Party shall be awarded all a reasonable attorneys' fees and costs incurred. 18. No Construction Against Drafting Party. The Parties acknowledge that each of them and their respective legal counsel have had the opportunity to review this Agreement; and that this Agreement shall-not be construed against any Party merely because this Agreement or any of its provisions have been prepared by a particular Party. 19. Headings. The paragraph headings used in this Agreement are inserted only as,and intended solely for the Parties' convenience of reference, and shall in no manner modify, expand, limit, constrain, or describe the scope or intent, or in any other way affect, the terms or conditions of this Agreement. 20. Notice. All notices, requests, demands, documents, and other communications required or permitted to be given hereunder by the Parties shall be deemed to have been duly given if in writing and delivered via (i) U.S. mail, postage prepaid, accompanied by transmission by electronic mail; (ii) overnight mail; or (iii) personal delivery, to the addresses for the Parties set forth above. 3 i 21. Counterparts and Signatures. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by facsimile, email in portable document format (PDF), or other electronic transmission shall be as effective as delivery of a manually executed counterpart. The Parties further agree that this Agreement may be executed and maintained by electronic signatures in accordance with the New York State Electronic Signatures and Records Act, and that such electronic signatures shall have the same force and effect as original handwritten signatures. IN WITNESS WHEREOF, the Parties hereto have signed and executed this Agreement as of the dates written below. TOWN OF SOUTHOLD, NEW YORK By: / Name: -} l-+ ' . Tit1e:��U� ��LQ-�'Vql.�� Date:�� 1 APP TO FORM: [The remainder of this page is intentionally blank. Signatures continue on the following page.] 4 ZONECO, LLC Name: ZoneCo Title: CEO Date: 09 / 04/ 2025 5 Doc ID:ff535b60a422f70f08210424262b39688cfOe8cf