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Home My WebLink AboutS Co-EDC- Regional Value Added Processiong Center Feasibility Study Appropriation & Agreement Approval~3-D 7 .~/ S /U NORTH CAROLINA ORANGE COUNTY • FEASIBILITY STUDY AGREEMENT THIS AGREEMENT, made and entered into the day of April , 2007, by and between Orange County, North Carolina, 200 S. Cameron Street, Hillsborough, North Carolina, on behalf of the Orange County Economic Development Commission (hereinafter referred to as "County") and Smithson Mills, Inc., of Asheville, North Carolina, (hereinafter referred to as "Mills"). WITNESSETH: WHEREAS, the on-going work of the Orange County Economic Development Commission strives to seek agricultural economic development through innovative and market appropriate initiatives; and WHEREAS, the local and regional farming community has evolved to meet local market opportunities and the tremendous increase in consumer interest in locally grown, healthy, nutritious, and fresh farm products; and WHEREAS, the increase in farmers selling at farmers' markets, direct to consumers, from farm stands, and through local coops and conventional grocers; and WHEREAS, there is strong interest from local school districts, universities, hospitals, and other institutional food buyers to obtain locally grown or raised farm products; and • WHEREAS, in 2005, the Orange County Board of County Commissioners appointed interested citizens and farmers to an Agricultural Center Working Group that examined, among other issues, the need and justification for avalue-added, shared use processing facility; and WHEREAS, the Agricultural Center Work Group presented their findings to the commissioners on 25 May 2006 and recommended that the Board move to conduct a feasibility study for avalue-added, shared-use processing facility; and WHEREAS, two-thirds of the funding to conduct avalue-added shared-.use processing facility feasibility study has been raised from partnerships with Alamance, Chatham, & Durham Counties and Weaver Street Market and Whole Foods. NOW THEREFORE, in consideration of the mutual covenants and considerations hereinafter set forth, the parties hereto agree as follows: Article 1. Mills will conduct a feasibility study that will address and/or contain each of the following items, and Mills shall complete the items contained in this Article 1 no later than the ~ Q ~L day of do ~ob¢ i , ~o n 1 1. Provide third-party verfication of research methodologies and analysis of primary data gathered by participating counties, including potential client surveys and market surveys. 2. Identify production lines that respond to the documented need/desire to produce given products. • 3. Provide guidance on legal organization structure such as, incorporation, acquisition of product liability and personal injury insurance. C Ste. 4. Establish protocols for client management, including recommended facility use policies, proper interface with regulatory agencies including the county health inspectors and NCDA Food & Drug inspection, and provide guidance on the viability of limited meat processing under USDA or NCDA certification. Recommendations would also include storage fees and • production fees. 5. Identify all costs associated with facility operations (not including facility development costs), with a recommended plan for achieving current-account break-even. 6. Review proposed facility layout and design, including cold and dry storage and food production segregation. 7. Provide estimates of total cost of facility build-out and equipment acquisition. 8. Provide final feasibility study organization and presentation in the manner and frequency and to the entries requested by the County. 9. Conduct three area visits and interviews with community partners. 10. Instruct participating counties on conducting area publicity, primary data gathering, and organization of meeting and visits with potential project collaborators. Article 2.Orange County will, upon receipt of billings and project deliverables approved by the County, compensate Mills at the single project fee of $15,000, payable in three equal installments as follows: $5,000 at contract signing, $5,000 at accomplishment of 50% of work, and $5,000 at • presentation of final report to Orange County. Payments can be mailed to Smithson Mills, 34 West Oakview Road, Asheville NC 28806. Article 3. Either party may effect termination of this agreement hereto by the delivery to the other party of a written notice of intent to terminate, such termination to be effective on the thirtieth calendar day after date of delivery notice. Upon the expiration or termination of this Agreement, Mills shall deliver to the County any and all data, research, notes and reports generated by Mills in conjunction with this Agreement. If the County terminates this agreement prior to Mills' completion of each item called for in Article 1, then the County shall pay Mills a prorated amount based on the percentage of work actually performed by Mills under this Agreement. if Mills terminates this agreement prior to Mills' completion of each item called for in ArtiGe 1, then the County shall pay Mills a prorated amount based on the percentage of work actually performed by Mills under this Agreement. Unless sooner terminated by either party under this Article 3, this agreement will terminate on December 31, 2007. This Agreement shall survive termination for the purposes of reconciliation or payment of any amount due and unpaid at the time of termination. Article 4. This agreement may be amended only by written agreement signed by both parties. Article 5. Mills shall operate as an independent contractor, and the County shall not be responsible for any of Mills' acts or omissions. Mills shall not be treated as an employee with respect to the services performed hereunder for federal or state tax, unemployment or workers' compensation purposes. Mills agrees that neither federal, nor state, nor payroll tax of any kind shall be withheld or paid by the County on behalf of Mills or the employees of Mills. Milts further agrees that Mills is fully responsible for the payment of any and all taxes arising from the payment of monies under this Agreement. Mills shall not be treated as an employee with respect to the services pertormed • hereunder for purposes of eligibility for, or participation in, any employee pension, health, or other fringe benefit plan of the County. The County shall not be liable to Mills for any expenses paid or Cj~ incurred by Mills unless otherwise agreed in writing. Mills shall supply, at its sole expense, all equipment, tools, materials, and supplies required to provide the contracted services unless otherwise agreed in writing. Mi11s shall comply with all federal, state and local laws regarding business permits, certficates and licenses that may be required to carry out the services to be performed under this Agreement. Mills shall insure that all personnel engaged in work under this Agreement shall be fully qualified and shall be authorized under state and local law to perform the services under this Agreement. Article 6. Mills agrees to defend, indemnify, and hold harmless Orange County from al{ loss, liability, claims or expense (including reasonable attorney's fees) arising from bodily injury, including death, to any person or persons or property damage caused in whole or in part by the negligence or misconduct of Mills or its subcontractors, agents and employees, except to the extent same are caused by the negligence or wilfful misconduct of Orange County. It is the intent of this section to require Mills to indemnify Orange County to the extent permitted under North Carolina law. Article 7. By entering into these services, Orange County and Mills agree that Mills' services will be for the sole purpose of objectively measuring the feasibility of establishment of a shared-use value- added food processing center. Mills' services shall not inGude any activities or advice for funding of such a project from any specific potential funding source, whether from government appropriations, state or federal grants, or grant sources from non-governmental organizations or foundations. IN WITNESS WHEREOF, Orange County has caused this Agreement to be signed in its name by the Chair of the Board of Commissioners, attested by the clerk to the Board of Commissioners and Smithson Mills has caused this Agreement to be signed by its President, and alt authority duty given, as of the day and year first above written. ORANGE COUNTY ey: Mos arey, Chair, BOCC ATTEST: n Clerk tdthe Orange County, Board ofZbmmissioners Smithson 'lls, I c. ~/, L, By: ?~ Smithson Mills, President This instrument has been pre-audited in the manner required • by the Local Government Budget and Fiscal Control Act. `i!2~-~, Kenneth T. Chavious, Finance Officer