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
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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
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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
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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
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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
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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
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