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HomeMy WebLinkAboutKarp Consulting Co, Inc RESOLUTION 2016-199 '® ADOPTED DOC ID: 11632 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2016-199 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON FEBRUARY 9, 2016: RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs Supervisor Scott A. Russell to execute the Consulting Agreement with Karp Consulting Co., Inc. d/b/a Karen Karp &Partners regarding consulting services for the Town of Southold Economic Development Committee, subject to the approval of the Town Attorney. ailS41 . 444.114' Elizabeth A. Neville Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: William P. Ruland, Councilman SECONDER:Jill Doherty, Councilwoman AYES: Ghosio, Dinizio Jr, Ruland, Doherty, Evans, Russell ap -ft tF CONSULTING AGREEMENT This Consulting Agreement(the "Agreement") is entered into this 9th day of December 2015 by and between K. KARP CONSULTING CO, INC. d/b/a KAREN KARP & PARTNERS (the "Consultant" or"KK&P"), a corporation located at 1400 Lighthouse Road, PO Box 515, Southold, NY 11971 for itself and its heirs, executors, administrators, related entities and assigns and Town of Southold ("Client"), 53095 Main Road, Southold, NY 11971. RECITALS WHEREAS, the Town of Southold's Economic Development Committee is in need of assistance in better understanding Food and Agriculture cluster in the Town of Southold in order to foster job creation and town-based local economic development; NOW, THEREFORE,the parties hereby agree as follows: 1 Consultant's Services The Client would like to learn about Food and Agriculture cluster in the Town of Southold in order to spearhead the cluster through incentives, policies, grant programs and technical support. The Consultant agreed to design a survey related to local food geared towards both producers (farmers, aquaculturists, etc) and commercial buyers in Southold in order to understand their business, key issues, needs and opportunities such as services, legislation and policies that would enable them to grow The Client would like to focus on the following sectors: farmers,food producers, distributors and wholesalers, retailers, restaurants, institutional buyers, caterers and hotels/BS&B's. 2. Consideration A. RETAINER. In consideration of the Services to be performed by the Consultant under this Agreement, Client will pay Consultant a $800 retainer, against which future amounts due will be credited. In the event of Discharge, any unused portion shall be returned to the Client. B. PROJECT FEE Client will pay Consultant the project fee of$1,800 for Consulting Services as described in this agreement. Consultant shall submit invoices to the Client based on the following schedule: 1 $800 upon execution of agreement 2 $1,000 on December 16, 2015 The Client agrees to pay Consultant the amounts due within fifteen (15) days after invoices are received by (arenr€a&Part.. Fa� ,e ,_. 27 East 21st SStreat,3rd F#ncr - t:212.2601070 kkardp.com ' thew York,t,IY 10010 , s•917.5915101 ' K <sp ; the Client. 3 Independent Contractor. Nothing contained herein or any document executed in connection herewith, shall be construed to create an employer-employee partnership or joint venture relationship between the Client and Consultant. Consultant is an independent contractor and not an employee of the Client or any of its subsidiaries or affiliates. The consideration set forth in Section 2 shall be the sole consideration due Consultant for the services rendered hereunder. It is understood that the Client will not withhold any amounts for payment of taxes from the compensation of Consultant hereunder Consultant will not represent to be or hold itself out as an employee of the Client and Consultant acknowledges that he/she shall not have the right or entitlement in or to any of the pension, retirement or other benefit programs now or hereafter available to the Client's regular employees. Any and all sums subject to deductions, if any, required to be withheld and/or paid under any applicable state,federal or municipal laws or union or professional guild regulations shall be Consultant's sole responsibility and Consultant shall indemnify and hold Client harmless from any and all damages, claims and expenses arising out of or resulting from any claims asserted by any taxing authority as a result of or in connection with said payments. • 4. Confidentiality. In the course of performing consulting services,the parties recognize that Consultant may come in contact or become familiar with information which the Client or its subsidiaries or affiliates may consider confidential. This information may include, but is not limited to, information pertaining to Farmer and Partner business models and financials, confidential sales information, brand strategy, partnerships, product formulations,financial backing,and trademarks which information may be of value to a competitor Consultant agrees to keep all such information confidential and not to discuss or divulge it to anyone other than appropriate Client personnel or their designees. 5 Term. This Agreement shall commence on December 9, 2015 and shall terminate on December 31, 2015 unless earlier terminated by either party hereto. Either party may terminate this Agreement upon Thirty (30) days prior written notice. The Client may, at its option, renew this Agreement for an additional term of a period to be mutually determined on the same terms and conditions as set forth herein by giving notice to Consultant. 6. Consultant's Taxpayer I D. Number The taxpayer I.D number of the Consultant is 11-3021350. The Consultant is authorized to perform the agreed upon services enumerated herein and covenants that it maintains all necessary licenses, permits and registrations to perform same. 7. Insurance. The Consultant will carry automobile liability, workers' compensation and general liability (are ar P ot e rs 27 East 21st S_ripi„Std Floor T.212.2601070 kkantip.com 2 n New York NY 10010 r.917.5915104 • K <e,,P insurance in the amount of$2 Million aggregate and $1 Million per occurrence. In the event the Consultant fails to carry such insurance it shall indemnify and hold harmless Client, its agents and employees from and against any damages,claims, and expenses arising out of or resulting from work conducted by Consultant and its agents or employees. 8 Competent Work.All work will be done in a competent fashion in accordance with applicable standards of the profession and all services.All work undertaken by the Consultant shall be done in an objective and independent fashion. Results of analysis shall be based solely on the circumstances as Consultant sees them as derived from research conducted by Consultant or properly referenced third parties. Consultant will explain and discuss its findings with the Client and other individuals and groups designated by the Client but will not engage in fund raising for the Client. Consultant fees and expenses are not, accordingly, contingent upon predetermined or favorable findings. 9 Representations and Warranties. The Consultant will make no representations,warranties, or commitments binding the Client without the Client's prior consent. 10. Legal Right. Consultant covenants and warrants that he/she has the unlimited legal right to enter into this Agreement and to perform in accordance with its terms without violating the rights of others or any applicable law and that he/she has not and shall not become a party to any other agreement of any kind which conflicts with this Agreement. Consultant shall indemnify and hold harmless the Client from any and all damages, claims and expenses arising out of or resulting from any claim that this Agreement violates any such agreements. Breach of this warranty shall operate to terminate this Agreement automatically without notice as specified in Paragraph 5 and to terminate all obligations of the Client to pay any amounts which remain unpaid under this Agreement. 11. Notice. Any notice or communication permitted or required by this Agreement shall be deemed effective when personally delivered or deposited, postage prepaid, in the first class mail of the United States properly addressed to the appropriate party at the address set forth below' Notices as to Consultant: KAREN KARP & PARTNERS, 1400 LIGHTHOUSE ROAD, PO BOX 515 SOUTHOLD, NY 11971 Notices to the Client: Town of Southold, Economic Development Committee("Client"), 53095 Main Road, Southold, NY 11971 12. Enforceability If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, the remainder of the Agreement shall remain in full force and effect and shall in no way be '.,ares-1Kerp&Dark,raers 27 East 21st.Street,3rd Hr:aar 212.2601070 kkandp.com 3 New York-NY 10010 r-917 5915104 I :KK , . „ ex.r) impaired. 13. Miscellaneous. A. Entire Agreement and Amendments. This Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof, and replaces and supersedes all other agreements or understandings, whether written or oral. No amendment or extension of this Agreement shall be binding unless in writing and signed by both parties. B. Binding Effect, Assignment. This Agreement shall be binding upon and shall inure to the benefit of Consultant and the Client and to the Client's successors and assigns. Nothing in this Agreement shall be construed to permit the assignment by Consultant of any of its rights or obligations hereunder, and such assignment is expressly prohibited without the prior written consent of the Client. C. Governing Law, Severability. This Agreement shall be governed by the laws of the State of New York. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision. D. Jurisdiction. The parties submit all their disputes arising out of or in connection with this agreement to the exclusive jurisdiction of the Courts of the State of New York, and agree that any legal action or proceeding relating to this agreement will be venued in Supreme Court, Suffolk County. If any party is obligated to engage the services of an attorney to successfully enforce its rights under the terms of this Agreement,the breaching party shall be liable for the reasonable attorneys' fees and costs of the prevailing party. THEREFORE,the parties have executed this Agreement as of the date written above. K. Karp Consulting Co., Inc. d/b/a KAREN KARP& PARTNERS CLIENT k/--dre-e---,-- // z--1' iiiieed/Loa By: Karen Karp By _SI_0 A 1-)S. l1 Title: President, Karen Karp & Partners Title. 5L) p.Q,(V t Sc:—Z._ December 9, 2015 27 East 21st.Sfseet.1rd Floor T.212.2601070 kkar.dp.com 4 'c�r�r��;;;r��r�C�'3�rs . tt.w York.NY 10010 ' :,917 5915104