HomeMy WebLinkAboutAgenda - 12-13-2011 - 8fORANGE COUNTY
BOARD OF COMMISSIONERS
ACTION AGENDA ITEM ABSTRACT
Meeting Date: December 13, 2011
Action Agenda
Item No. 8 - -F
SUBJECT: Creation of aNon-Profit Corporation to Manage the Operations of the
Piedmont Food and Agriculture Processing Center
DEPARTMENT: County Manager, County PUBLIC HEARING: (YIN) No
Attorney
ATTACHMENT(S): INFORMATION CONTACT:
1) Draft Bylaws
2) Interlocal Agreement Frank Clifton, County Manager, 245-2300
John Roberts, County Attorney, 245-2318
PURPOSE: To approve draft bylaws for the non-profit corporation to be created for the
purpose of operating the Piedmont Food and Agriculture Processing Center ("PFAPC"); to
authorize the County Manager and County Attorney establish anon-profit corporation; and to
consider other issues related to the creation of anon-profit corporation.
BACKGROUND: The PFAPC is a grant funded effort to expand agricultural and retail food
based enterprise businesses in the four county area encompassed in the original grant
applications. Four counties, Orange, Durham, Alamance and Chatham, together formulated
grant applications and organizational support to create funding support for the project. From its
early inception, the project was envisioned as an effort to provide the foundation to establish a
non-profit organization capable of sustaining itself while supporting local and regional food
business enterprises.
In order for the new organizational structure to be created, and for operational control along with
financial responsibility for ongoing operations to be properly placed in anon-governmental
format, a non-profit corporation needs to be created. Once it is established the new
organizational structure will grow without the on-going governmental financial obligations from
the four counties beyond the current commitment (see attachment 2) along with the leased use
of a building owned by Orange County and administrative support functions (insurance, finance,
and personnel functional support) contracted for a specific time frame until such time as the
non-profit is functioning in a self sustaining manner. Once the non-profit is operational and
stabilized, it would remain a tenant in the County owned building unless it chose to relocate at
some future date.
Accountability for grant funded assets will remain an orange County obligation until those items
are expensed out and final grant audits are complete.
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FINANCIAL IMPACT: The project was funded via numerous grants and agencies to a total of
$1.4 million.
The first year's operational expense is partially funded within grant revenues with the partner
counties agreeing to subsidize operations if revenues fall short of budgeted expenses for a
period of three (3) years.
Spinning the project off to non-profit status will allow the organization to move forward with
fewer functional business constraints now applicable as a County operational function with
Economic Development. It will also allow the management of the organization to transition to a
user based board of directors and relieve the counties of further financial obligations associated
with operations.
A reasonable rental rate for the County building will need to be established along with
appropriate lease agreements, insurance and other applicable considerations. If the
County continues to provide administrative support (accounting, insurance, and
personnel functions), some type of agreement and appropriate overhead charge will
need to be established. Arrangements may also be necessary for the facility equipment,
some of which may be linked to grants the County received for the project.
The counties are currently obligated to subsidize operations for a period of three (3) years
based on annually approved budgets regarding expenses and estimated income fees to be paid
by users of the facility. After that time frame or before, the non-profit, if successful, will no
longer be a financial obligation to the four county partners unless otherwise agreed to by the
appropriate elected boards.
There will be minor expenses associated with registering the new non-profit with the North
Carolina Secretary of State's Office.
RECOMMENDATION(S): The Manager recommends the Board:
1) Approve the proposed bylaws with amendments, if any;
2) Authorize the Manager and Attorney to establish a nonprofit corporation;
3) Direct the Manager and Attorney to establish a timeline for the appointment of the initial
directors working with others involved in the initial formation of the non-profit;
4) Authorize the Manager and Attorney to develop the appropriate agreements between the
non-profit for lease of the County-owned building along and a contract for the provision of
administrative support services;
5) Direct the Manager and Attorney to work with the partner counties to secure their
appointments to the initial board of directors of the organization; and
6) Authorize the Manager and Attorney to facilitate an orderly transfer of control and
administrative management of the PFAPC operations to the new non-profit within the
context of the upcoming FY 2012-13 County budget process.
DRAFT PFAPC By-Laws / I '-~"~~J.._ 3
BY-LAWS
PIEDMONT FOOD AND AGRICULTURAL PROCESSING (PFAP) CENTER CORPORATION
TABLE OF CONTENTS
Article I NAME .......................................................................... ......................................................4
Section 1.01 Name ..................................................................... ......................................................4
Article II. ORGANIZATION ........................................................ ......................................................4
Section 2.01 Organization .......................................................... ......................................................4
Article III. MISSION AND PURPOSE ...................................... ......................................................4
Section 3.01 Purposes ................................................................ ......................................................4
Section 3.02 Tax Exempt Status ................................................ ......................._..............................5
Section 3.03 Limitation ............................................................. .......................................................5
Article IV. OFFICE AND REGISTERED AGENT .................. .......................................................5
Section 4.01 Office ................................................................... .......................................................5
Section 4.02 Registered Office and Registered Agent .............. ................................. ................5
. Section 4.03 Changes ................................................................ .......................................................5
Article V. MEMBERSHIP ............................................................ .......................................................5
Section 5.01 Membership ......................................................... .......................................................5
Article VI. BOARD OF DIRECTORS ("BOARD") ................. .......................................................6
Section 6.01 Composition ......................................................... .......................................................6
Section 6.02 Terms ................................................................... .......................................................6
Section 6.03
g ty ...................................
Vacancies and Ineli ibili 6
.......................................................
Section 6.04 Removal ............................................................... .......................................................6
Section 6.05 Resignation .......................................................... .......................................................7
Section 6.06 Membership Restriction ....................................... .......................................................7
Section 6.07 Compensation ...................................................... .......................................................7
Section 6.08 Duties ................................................................... .......................................................7
Article VII. MEETINGS ............................................................. .......................................................7
Section 7.01 Place of Meetings ................................................. .......................................................7
Section 7.02 Annual Meetings .................................................. .......................................................7
Section 7.03 Regular Meetings ................................................. .......................................................7
Section 7.04 Special Meetings .................................................. .......................................................8
Section 7.05 Informal Action .................................................... .......................................................8
Section 7.06 Form of Notice ..................................................... .......................................................8
Section 7.07 Waiver of Notice; Presumption of Assent ........... .......................................................8
Section 7.08 Quorum ................................................................ .......................................................8
Section 7.09 Manner of Acting ................................................. .......................................................8
Section 7.10 Participation in Meetings by Electronic Communications .............................:...........8
Article VIII. COMMITTEES OF THE BOARD AND FOCUS GROUPS ........................................9
Section 8.01 Committees of the Board ..................:................. ........................................................9
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DRAFT PFAPC By-Laws
Section 8.02 Meetings .................................................................................................................... ..9
Section 8.03 Quorum & Voting ..................................................................................................... ..9
Section 8.04 Standing Committees ................................................................................................ ..9
Section 8.05 Heads of Standing Committees ................................................................................. 10
Section 8.06 Finance Committee ................................................................................................... 10
Section 8.07 Board Development Committee ............................................................................... 10
Section 8.08 Additional Committees and Focus Groups ............................................................... 10
Section 8.09 Vacancies .................................................................................................................. 11
Section 8.10 Rules ......................................................................................................................... 11
Section 8.11 Chair .......................................................................................................................... 1 l
Section 8.12 Compensation ........................................................................................................... 11
Article IX. OFFICERS .................................................................................................................... 11
Section 9.01 Designation ............................................................................................................... 11
Section 9.02 Election and Term of Office .......::...: .:...................................................................... 11
Section 9.03 Removal of Officers and Agents ............................................................................... 11
Section 9.04 President ....................................:............................................................................... 11
Section 9.05 Vice-President ................................:.:..............:......................................................... 12
Section 9.06 Secretary-Treasurer ..............................::::...~............................................................ 12
Section 9.07 Executive Director ("Executive Director")' .:............................................................ 12
Article X. FINANCIAL TRANSACTIONS ...........................•=~---..................................................... 13
Section 10.01 Authorization .......................................................:............................................... 13
Section 10.02 Annual Audits :......................................................:............................................... 13
Section 10.03 Fiscal Year ........' .:.................................................................................................. 13
Section 10.04 Annual Reports for the State of North Carolina ................................................... 13
Section 10.05 Annual Reports for Directors .............................................................:.................. 13
Section 10.06 Checks, Drafts, Etc.: ............................................................................................ 14
Section 10.07 Deposits ..................................:.._.......................................................................... 14
Section 10.08 Gifts ..................::................................................................................................... 14
Section 10.09 Use of Facilities .................................................................................................... 14
Article XI. BUDGETING, BOOKS AND RECORDS ...................................................................14
Section 11.01 Book and Records .................................................................................................14
Article XII. INDEMNIFICATION OF DIRECTORS AND OFFICERS .........................................14
Article XIII. AMENDMENTS TO BY-LAWS .................................................................................15
Section 13.01 In General ..............................................................................................................15
Article XIV. OFFICES ...................................................................................................................15
Section 14.01 Principal Office .....................................................................................................15
Section 14.02 Registered Office ..................................................................................................15
Section 14.03 Other Offices .........................................................................................................15
Article XV. MISCELLANEOUS .....................................................................................................16
Section 15.01 Rules and Regulations ...........................................................................................16
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Section 15 OZ Steering Committee ••••••••••••••••••••••••••••-•••••••••
.16
Section 15.03 Dissolution ...................................................
.16
Section 15 03 By-Law Interpretation ••••••••••••••••••••••••••••••••••••••••••
.1
Section 15.04 Seal ...........................................
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DRAFT PFAPC By-Laws
PIEDMONT FOOD AND AGRICULTURAL PROCESSING (PFAP) CENTER
CORPORATION BY-LAWS
Article I NAME
Section 1.01 Name
The name of this organization shall be "Piedmont Food and Agricultural Processing (PFAP) Center
Corp."; hereinafter referred to as the "Corporation."
Article II. ORGANIZATION
Section 2.01 Organization
This Corporation has been formed under the laws of the State of North Carolina as contained in
N.C.G.S. Chapter SSA, entitled "Non-Profit Corporation Act" and Section 501(c)(3) of the Internal
Revenue Code of 1954.
Article III. MISSION AND PURPOSE
Section 3.01 Purposes
The Corporation shall have all corporate power and authority to carry on any lawful activity
calculated, directly or indirectly, to promote the Corporation's interests and purposes. The purposes
of the Corporation are to:
(a) Educate the public, local farm-based producers, food-based businesses, culinary programs and
promote the economic viability of farm-based producers and food-based businesses across the
region in their efforts to produce locally grown value-added products, create sustainable local
food businesses and associatedjobs, and preserve productive farmland;
(b) Provide for the betterment of the conditions of those engaged in such pursuits, the improvement
of the grade of their products, and the: development of a higher degree of efficiency in their
respective occupations by establishing and _operating a shared-use, value-added, food and
agricultural processing facility the "PFAP Center";
(c) Educate local farm-based producers, food-based businesses, culinary programs, and other
clients who wish to produce locally grown value-added food items about the benefits of a food
and agricultural processing facility;
(d) Develop funding, purchase or lease real or personal property, or borrow money in order to
effectuate the Corporation's educational goals and to develop and provide ashared-use, value-
added, food and agricultural processing facility that meets Good Manufacturing Practice (GMP)
standards;
(e) Provide business development support and educate potential clients in the region about how to
start afood-based business, develop a business plan and comply with food safety requirements,
and provide general oversight of a food and agricultural processing facility that meets GMP
standards;
(fj Cooperate with and enlist support from local educational, agricultural, and economic
development institutions in the affected political jurisdictions, key stakeholders, and existing
service providers in the region including cooperative extension, small business centers, and
culinary programs at local educational facilities to meet the Corporation's educational goals;
(g) Establish cooperative relationships with regulatory officials to understand the local regulatory
environment, meet county and FDA regulations, and pursue USDA or state-inspected value-
added meat processing and educate potential clients about these regulations;
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DRAFT PFAPC By-Laws
(h) Initiate other activities consistent with the above purposes.
Section 3.02 Tax Exempt Status
Notwithstanding any other provision of the Articles or these By-Laws, the purposes for which the
Corporation is organized are exclusively charitable, scientific, literary and educational within
meaning of Section 501(c)(3) of the Internal Revenue Code and its Regulations as they now exist or
as they may be amended. The Corporation shall not carry on any activities not permitted to be carried
on (1) by an organization exempt from federal income tax under Section 501(c)(3).
No substantial part of the Corporation's activities shall be the carrying on of propaganda, or otherwise
attempting to influence legislation, and the Corporation shall not participate in or intervene in
(including the publishing and distribution of statements) any political campaign on behalf of or in
opposition to any candidate for public office.
No part of the Corporation's net earnings shall inure to the benefit of, or be distributable to its
members, Directors, officers, or other private person, except that the Corporation shall be authorized
and empowered to pay reasonable compensation for services rendered, to make payments and
distributions in furtherance of the Corporation's purposes.
Section 3.03 Limitation
This Code of By-Laws for the Corporation is adopted subject to the express provisions of the Articles
of Incorporation, the N.C.G.S. SSA-l, et seq., and Section 501(c)(3) of the Internal Revenue Code
and its Regulations as they now... exist or as they may be amended..... In the event of any conflict or
inconsistency between any provision in this Code of By-Laws and anything in the Articles of
Incorporation, the N.C.G.S. SSA-1 et seq., or Section 501(c) (3) of the Internal Revenue Code and its
Regulations as they now-exist or as they may be amended, the latter three instruments or laws shall
prevail and control. No By-Law contained herein shall be adopted or used so as to disqualify the
Corporation as an exempt organization under .Section 501(c) (3) of the Internal Revenue Code and its
Regulations as they now exist or as they may be amended.
Article IV. OFFICE AND REGISTERED AGENT
Section 4.01 Office
The principal office of the Corporation shall be located and maintained in Orange County, North
Carolina in such place as the Board of Directors may determine.
Section 4.02 Registered Office and Registered Agent
The registered agent of the Corporation shall be
Section 4.03 Changes
Any change in the Corporation's registered office or agent shall be accomplished in compliance with
the North Carolina Non-Profit Corporation Act.
Article V. MEMBERSHIP
Section 5.01 Membership
The Corporation shall have no members. Any action which would otherwise require membership
approval shall require only approval of the Board of Directors, except as provided herein.
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DRAFT PFAPC By-Laws
Article VI. BOARD OF DIRECTORS ("BOARD")
Section 6.01 Composition
The Board shall be composed of twelve (12) Directors. The number of Directors may be increased ar
decreased from time to time by amendment to these By-Laws by resolution of the Board except that
there may be no more than eighteen (18) and no fewer than seven (7) Directors. Regardless of the
number of Directors a majority of appointed Directors must be residents of Orange County. Initially,
the Alamance, Chatham, and Durham County Boards of County Comrissioners shall each appoint
two (2) members with experience in the areas of farm productioi3 food processing, food distribution
and food safety, business practices and/or other areas that the County Commissioners shall deem
appropriate. The Orange County Board of County Commissioners shall appoint six (6) members to
the Board. If, sixty (60) days after submission of the request to appoint members, Alamance,
Chatham or Durham County fail to make their appointments to the. Board the Orange County Board
of County Commissioners shall make said appointments on their belialf.`_ Appointments are subject to
the following limitations:
(a) One (1) seat shall be reserved and designated for a member from Alamance County;
(b) One (1) seat shall be reserved and designated for a member from Chatham County;
(c) One (1) seat shall be reserved and designated, for a member from Durham County;
(d) Four (4) seats shall be reserved and designated for members from Orange County;
(e) All other members shall be appointed at large.
Secfinn 6.02 Terms
The Alamance, Chatham and Durham Boards of County Commissioners shall initially appoint two
Board members to staggered. terms of one and two years; The Orange County Board of
Commissioners shall appoint Board members as follows: One for one (1) year, one for two (2) years
and four for three (3) years with the intent that approximately one-third of the Directors' terms shall
expire each year. Directors shall take office immediately following their appointment. At the time of
initial appointment, each Board of County Commissioners shall designate which appointee is to hold
a county reserved seat on the Board. Upon expiration of the initial terms the Board members shall
appoint and/or reappoint members to the Board for three (3) year terms. Board members are limited to
a maximum of two consecutive full terms and may continue to serve until a new Board member is
appointed.
Section 6.03 Vacancies and Ineligibility
After initial appointments are concluded, vacancies occurring on the Board shall be filled by a
majority vote of the Board. Vacancies in designated county positions shall be filled with an
individual from the county of which the vacancy occurred. A slate of candidates for the vacancy shall
be presented to the Board by the Board Development Committee.
Section 6.04 Removal
(a) For Cause. The Board may declare vacant the office of any Director and remove said Director (i)
who has been declared to be of unsound mind by final court order (ii) has been convicted of a
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DRAFT PFAPC By-Laws 9
felony; (iii) has been found by final court order or judgment to have breached any duty under
N.C.G.S. Chapter SSA, Article 8 (relating to standards of conduct), (iv) has violated the
Membership Restriction described in Section 6.06 (v) has been absent from three (3) consecutive
meetings without giving prior notice to the Chair. Such removal may occur with a simple
majority vote of all currently elected or appointed Directors.
(b) Without Cause. The Board may declare vacant the office of any Director and remove said
Director without cause where such removal is determined to be in the best interest of the
Corporation. Such removal may only occur with atwo-thirds majority vote of all currently
elected or appointed Directors.
Section 6.05 Resignation
Any Director may resign my giving notice to the President or Secretary of the Board. The resignation
of a Director shall be effective when notice is given unless the notice specifies a later time. The
resignation shall be effective regardless of whether it is accepted by the Corporation. However, no
Director may resign when the Corporation would be then left without a director or directors in charge
of its affairs.
Section 6.06 Membership Restriction
No employee of the Corporation may serve on the Board, hold an elective office on the Board, or
have voting privileges.
Section 6.07 Compensation
Members of the Board shall not` be entitled to compensation for their services. Board members may
be eligible for reimbursement of expenses related to Board activities.
Section 6:08 Duties'
It shall be the duty of Board members to perform and comply with any and all duties imposed on
them collectively or individually by, law, the Articles of Incorporation of this Corporation, or by these
By-Laws.
Article VII. MEETINGS
Section 7.01 Place of Meetings
The meetings of the Board shall be held at the registered offices of the Corporation or at any place
within the counties served by the PFAP Center and agreed upon by a majority of the Board members.
Section 7.02 Annual Meetings
The Board shall meet annually for the purpose of electing officers, consideration of reports of the
previous year and transaction of such other business as may come before the Board. The Board shall
establish the date, time and place of such annual meetings. If the Board makes no alternate
provisions, the annual meeting shall be held on the first Monday of May in each year, at the
Corporation's principal office.
Section 7.03 Regular Meetings
Regular meetings of the Board shall be held at such times as the Board may determine. The Board
shall meet at least four (4) times a year.
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DRAFT PFAPC By-Laws
Section 7.04 Special Meetings
Special meetings of the Board may be called at any time by the Chair or by agreement of two-thirds
of the Board members.
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Section 7.051nformal Action
Action taken by the Directors without a meeting is nevertheless Board action if written approval of
the action in question is signed by all of the Directors and filed with the Corporation's official
minutes.
Section 7.06 Form of Notice
Notice may be communicated in person; by electronic means; or by mail or private carrier. Written
notice of the time and place of any regular or special meeting, unless waived shall be delivered to
each Director not less than five (5) days prior to the meeting. Notice in the form of an electronic
record sent by electronic means is effective when it is sent. Notice shall be deemed given when
delivered in person or, if mailed, three (3) days after the date the notice was mailed to the Director at
the address saved in the Corporation's records.
Section 7.07 Waiver of Notice; Presumption of Assent
Any Director may waive in writing any notice of a meeting required to be given by these By-Laws,
and may make such waiver either before or after such meeting. The waiver must be in writing, signed
by the Director entitled to the notice, and delivered to the Corporation's Secretary for inclusion in the
minutes or filing with the corporate records. A Director's attendance at any meeting shall constitute
such Director's waiver of notice of such meeting, unless the Director at the beginning of the meeting
or promptly upon arrival, objects to holding the meeting or to transacting business at the meeting and
does not thereafter vote for or assenf to action taken at the meeting.
Section 7.08 Quorum
A quorum for any meeting of the .Board shall consist of a simple majority of filled Board member
positions:
Section 7.09 Manner of Acting
The act of a majority of the Directors present at a meeting at which a quorum is present shall be the
act of the Board, except. to the extent these By-Laws or any applicable provision of law established a
different requirement for corporate. action. Atwo-thirds vote of the Board is required for revision of
the By-Laws.
Section 7.10Participation in Meetings by Electronic Communications
Provided that a quorum is physically present and with the permission of the majority of those Board
members present, any one or more members may participate in a Board meeting by means of a
conference telephone or similar device which allows all persons participating in the meeting to hear
each other. Such participation in a meeting shall be deemed presence at such meeting.
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Article VIII. COMMITTEES OF THE BOARD AND FOCUS GROUPS
Section 8.01 Committees of the Board
The Board may, by resolution adopted by a majority of the Directors then in office, provided that a
quorum is present, create one or more committees of the Board, consisting of two or more Directors
or other qualified persons, to serve at the pleasure of the Board. Appointments to any such committee
shall be by a majority vote of the Directors then in office. The Board may appoint one or more
Directors as alternate members of any such committee who may replace any absent member at any
meeting of the committee. Pursuant to specific resolution, the Board may delegate to any committee
any power or powers other than those set forth in this Section 8.01 ' et seq., provided however, that all
such delegated powers shall be exercised under the ultimate direction of the Board. Persons other than
Directors may be appointed to such committees. Such committees shall not have authority for:
(a) Tthe filling of vacancies on the Board or any committees which has authority of the Board;
(b) The fixing of compensation of officers or employees of the Corporation;.
(c) The adoption, amendment or repeal of By-Laws;
(d) The amendment or repeal of any resolution of the Board which by its express terms is not so
amendable or repealable;
(e) The appointment of committees of the Board or the members of such committees;
(f) The approval of any transaction binding the corporation; and
(g) Approve dissolution, merger or the sale, pledge or transfer of any, all or substantially all of the
Corporation's assets.
..Section 8.02.. Meetings
Committees shall meet a minimum of four (4) times a year, or as often as necessary to complete a
particular task. The provisions which govern action without meetings, notice and waiver of notice and
voting requirements shall apply to the Committees of the Board and their members as well.
Section 8:03 Quon.rm & Voting
A quorum shall consist of a simple majority of the members of each Committee. A majority vote of
those Committee members present shall decide all questions, unless noted elsewhere in these By-
Laws or Governance Policies.
Section 8.04 Standing Committees
Members of Standing Committees shall be elected from the current membership of the Board and any
individual outside the Board membership who may be appropriate to assist the standing committees
in fulfilling the committee's obligations. A member may be appointed or elected to serve on more
than one Committee. The Standing Committees include: Finance Committee and Board
Development. All standing committees shall consist of at least three (3) members.
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Section 8.05 Heads of Standing Committees
Committee Members shall elect someone from among their membership to serve as the head of their
committee ("Chair"). Unless otherwise designated in these By-Laws, the term of committee
membership shall be one year. Committee heads may serve until a replacement is elected.
Section 8,06 Finance Committee
The Finance Committee shall assist the Board in fulfilling its fiduciary and corporate accountability
responsibilities. The committee shall:
(a) Include the Executive Director as an ex-officio member;
(b) Develop and review funding strategies, grant requests, client use fees, project
development/operation costs, and the overall. costs and revenues generated by the facility;
(c) Review fmancial performance and prepare budget reports for every Board meeting;
(d) Review tax obligations and payments quarterly;
(e) Recommend changes in operating costs, funding strategies, and financial plans to the Board as
indicated;
(f) Recommend to the Board the appointment 'of an independent auditor; review the scope of the
auditor's work, fees, and report; and assist the Board in developing management's response to
the audit;
(g) Review the adequacy of fmancial policies and internal controls annually;
(h) By contract, be assisted by the Orange County Financial Services Department in carrying out its
duties for at least three (3) years from the date of the creation of the corporation;
(i) Propose the annual budget to the Board for their consideration.
Section 8.07 Board Development Committee
The Board Development Committee sfiall:
(a) Include the Executive Director as an ex officio member;
(b) Develop procedures for receiving and/or selecting nominees for Board vacancies.
(c) Recommend to the Board a slate of nominees for appointment to the Board upon the expiration
of initial appointees' terms;
(d) Recommend to the Board nominees for vacancies that occur from time to time.
Section 8.08Additional Committees and Focus Groups
By resolution duly adopted, the Board may establish one or more additional committees or focus
groups as provided in Section 8.01. To the extent provided by such resolution not in conflict with the
terms herein, such additional committees and focus groups shall have and may exercise the authority
of the Board in the management of the Corporation; provided, however, that the designation of such
additional committees and focus groups and delegations of authority thereto shall not operate to
relieve the Board, or any Director individually, of any responsibility imposed upon it or him by law,
the Articles of Incorporation or these By-Laws. Any member of any such additional committee or
focus group may be removed by the Board whenever, in the judgment of the Board, the interests of
the Corporation would be served best by such removal. Any member of any such additional
committee or focus group may be removed by the person or persons authorized to appoint such
member whenever, in the judgment of such appointing person or persons, the interests of the
Corporation would be served best by such removal.
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Section 8.09 Vacancies
Vacancies in the membership of any committee or focus group shall be filled by appointments made
in the same manner as provided in case of original appointments, and any member so appointed shall
serve for the period of the unexpired term of his or her predecessor.
Section 8.10 Rules
Each committee, sub-committee or focus group may adopt such rules and regulations for its meetings
and the conduct of its activities as it may deem appropriate; provided however, that such rules and
regulations shall be consistent with these By-Laws.
Section 8.11 Chair
One member of each committee, sub-committee or focus group shall be designated as Chair by the
members of the committee.
Section 8.12 Compensation
Members of any committee, sub-committee or focus group shall not receive any compensation for
their services as members of a committee, sub-committee or focus_group.
Article IX. OFFICERS
Section 9.01 Designation
The officers of the Corporation shall be a President, Vice President, Secretary-Treasurer, and such
other officers as the Board may determine from time to time to perform such duties as may be
designated by the Board.
Section 9.02 Election and Term of Office
The Board shall elect the officers annually at its regular annual meeting provided for in Section 7.02.
Each officer-shall hold office until the next regular annual meeting of the Board and until such
officer's`suceessor shall have been elected. Except as provided in these By-Laws, the Board shall fill
any vacancy in any office for .the unexpired portion of the term. The President and Vice President
shall be members of the Board; but none of the other officers need be members of the Board. No one
person may serve in more than one of the offices enumerated in these By-Laws.
Section 9.03 Removal of Officers and Agents
Any Officer or Agent elected or appointed by the Board may be removed by a majority vote of the
Board, with or without caused whenever in the Board's judgment the Corporation's best interests will
be served thereby.
Section 9.04 President
The President shall:
(a) Be the Corporation's principal executive officer, shall in general supervise and control all of the
Corporation's business and affairs, and unless otherwise determined by the Board, shall preside
at all Board meetings;
(b) Sign any deeds, grants, mortgages, leases, notes, bonds, contracts or other instruments or
agreements authorized by the Board to be executed, except in cases in which the signing and
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DRAFT PFAPC By-Laws
execution thereof shall be expressly delegated by the Board to some other officers or agent of the
Corporation, or shall be required by law to be otherwise signed or executed; and
(c) In general perform all duties incident to the office of the President and such other duties as the
Board may assign from time to time.
Section 9.05 Vice-President
In the absence of the President or upon the President's inability or refusal to act, the Vice-President
shall perform duties of the President, and when so acting shall have all the powers of and be subject
to all the restrictions applicable to the President. The Vice-President shall also perform such other
duties as the Board may assign from time to time.
Section 9.06 Secretary-Treasurer
The Secretary-Treasurer shall:
(a) Keep the minutes of the meetings of the Board and any committees in one or more books
provided for that purpose;
(b) See that all notices are duly given in accordance with these By-Laws or as required by law;
(c) Be custodian of the Corporation's corporate records and of the Corporation's seal; and affix the
Corporation's seal to documents, the execution of which on behalf of the Corporation under its
seal is duly authorized in accordance with the provisions of these By-Laws;
(d) Keep a register of the names and post office. addresses of all Directors;
(e) Have general charge of the Corporation's books and records;
(f) Keep on file at all times a complete copy of the Corporation's Articles of Incorporation and By-
Laws containing all amendments thereto (which copy shall always be open to the inspection of
any Director), and at the Corporation's expense forward a copy of the By-Laws and of all
amendments thereto to each Director;
(g) Unless otherwise provided by the Board, have charge and custody of and be responsible for all
funds and grants of the Corporation;
(h) In general, perform all the duties incident to the offices of the Secretary and Treasurer and such
other duties as the Board may assign from time to time;
(i) Serve on the Finance Committee.
Section 9.07 Executive Director
The Board shall employ or contract for the services of the Executive Director. The Executive
Director shall be solely accountable to the Board and responsible for carrying out PFAP Center's
goals and objectives. The Executive Director shall have the full authority and freedom to make all
necessary operational decisions and take all necessary actions except those reserved to the Board.
Acting within this authority, the Executive Director shall not perform any act, allow or cause to be
performed any act that is unlawful, insufficient to meet commonly accepted business and professional
standards and the prudent person test, in violation of contractual standards or requirements set forth
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15
DRAFT PFAPC By-Laws
by funding sources or regulatory bodies, or contrary to explicit Board restraints. To these ends, the
Board shall establish, and revise as needed, written policies with regard to the Board's delegations of
duties/responsibilities to the Executive Director.
Article X. FINANCIAL TRANSACTIONS
Section 10.01 Authorization
Except as provided in these By-Laws, the Board may authorize any officer(s) or agent(s), in addition
to the officers so authorized by these By-Laws, to enter into any contract or execute or deliver any
instrument in the name and on behalf of the Corporation, and such authority may be general or
confirmed to specific instances.
Section 10.02 Annual Audits
The- account books and financial statements of the Corporation shall be audited annually by an
independent certified public accountant retained with the approval of the Board. The Board shall
review the annual audit, the management letter; and the response to the management letter and shall
meet with the independent auditor without staff present. For three (3) years following the creation of
the Corporation, copies of the annual audit will be forwarded to the Orange County Board of County
Commissioners.
Section 10.03 Fiscal Year
The Corporation's fiscal year shall be each period ending June 30:
Section 10.04 Annual Reports for the State of North Carolina
The Corporation shall file with the Secretary of State, on or after January 1st and on or before July 1st
of each year a sworn annual'report on such forms and containing such information as the Secretary of
State may prescribe, together'with the annual. fee required for such report.
Section 10.05 Annual Reports-:for Directors
The Board shall cause an annual report to be furnished to all Directors of the Corporation. The report
shall contain the following information in appropriate detail:
(a) The assets and liabilities, including the trust funds, of the Corporation as of the end of the fiscal
year.
(b) The principal changes in assets and liabilities, including trust funds, during the fiscal year.
(c) The revenue or receipts of the Corporation, both unrestricted and restricted to particular
purposes, for the fiscal year.
(d) The expenses or disbursements of the Corporation, for both general and restricted purposes,
during the fiscal year.
(e) Any other information as required by law.
(f) The annual report shall be accompanied by any report thereon of independent accountants, or, if
there is no such report, the certificate of an authorized officer of the Corporation that such
statement was prepared without audit from the books and records of the Corporation.
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DRAFT PFAPC By-Laws
16
Section 10.06 Checks, Drafts, Etc.
All checks, drafts or other orders for payment of money, and all notes, bonds or other evidences of
indebtedness issued in the name of the Corporation shall be signed by such officer(s), agent(s),
employee(s) of the Corporation in such manner as the Board shall determine by resolution. In the
absence of such determination by the Board, such instruments shall. be signed by the Secretary-
Treasurer and countersigned by the President or Vice-President.
Section 10.07 Deposits
All corporate funds shall be deposited from time to time to the Corporation's credit in such bank or
banks or other depositories as the Board may select from time to time.
Section 10.08 Gifts
The Board may accept on behalf of the Corporation any contribution, gift, bequest or devise for the
general purpose or special purpose of the Corporation.
Section 10.09 Use of Facilities
The Corporation shall not enter into any contract or other arrangement for the use of the PFAP Center
that discriminates whether written or in practice, on the basis_of race, ethnicity, color, religion, sex,
national origin, age, sexual orientation, disability, income, marital status, or other bases which may be
protected by applicable law.
Article XI. BUDGETING, BOOKS AND RECORDS
Section 11.01 Book and Records..
The Corporation shall keep correct and complete books and records of account and shall also keep
minutes of the proceedings of the Board, and committees having any of the authority of the Board.
All books and records 'of the Corporation may be inspected by any Board member for any proper
purpose at any reasonable time upon reasonable notice and request therefore. For the three (3) year
period following creation of the Corporation the Corporation shall contract with Orange County for
assistance with the maintenance of such books and records as needed.
Section 11.02 Budgeting
The Corporation shall comply with generally accepted accounting principles in budgeting and
fmancial transaction matters. For at least the three (3) year period following creation of the
Corporation the Corporation shall contract with Orange County for assistance with budgeting and
accounting. Notwithstanding any other provision in this Code of By-Laws the provisions of this
Article XI may not be amended or repealed within the three (3) year period following creation of the
Corporation.
Article XII. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The private property of the Directors and Officers shall be exempt from execution or other liability
for any debts of the Corporation, and no Director or Officer shall be personally liable or responsible
for any debts or liabilities of the Corporation.
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DRAFT PFAPC By-Laws 1 7
The provisions of N.C.G.S. Chapter SSA, Article 8, Part 5, or any successor provision, except as
limited by N.C.G.S. Section SSA-2-02 or any successor provision, shall fully apply without restriction
or limitation as to indemnification of and advancing litigation expenses to Directors, Officers,
employees or agents of the Corporation acting within the scope of their duties. All Officers and
Directors shall be deemed to have relied on this provision.
To the extent provided in N.C.G.S. Section SSA Article 8, Part 6, or any successor provision, except
as limited by N.C.G.S. Section SSA-2-02 or any successor provision, no Director, Officer, employee
or agent of the Corporation shall be personally liable for money damages as a result of any action for
breach of such person's duty as Director, Officer, employee or agent of the Corporation.
No amendment or repeal of this Article, nor adoption of any other amendment to these Articles or By-
Laws inconsistent with this provision, shall eliminate or reduce the protection granted herein with
respect to any matter that occurred prior to such amendment, repeal, or adoption.
Article XIII. AMENDMENTS TO BY-LAWS --
Section 13.01 !n General
These By-Laws, save and except Section 15.02, may be altered, amended or repealed and new By-
Laws may be adopted by the affirmative votes oftwo-thirds of the Directors in office at the time such
alteration, amendment, repeal, or adoption is presented. Provided notice of the meeting at which such
votes occurred shall have contained a copy of the proposed alteration, amendment, repeal or adoption,
or provided such requirement shall have been duly-.waived by all Directors who voted on the
alteration, amendment, repeal or adoption.''.. Provided -however that for howsoever long the
Corporation contracts with Orange County for financial or other services no alteration, amendment,
repeal or adoption to or of these By-Laws shall be effective unless and until it is approved by majority
vote of the then sitting Board of Commissioners of Orange County, North Carolina.
Article XIV. OFFICES
Section 14.01 Principal Office
The Corporation's principal office shall be located at such place as the Board may fix from time to
time. The street address of the Corporation's initial principal office shall be: 500 Valley Forge Road,
Hillsborough, North Cazolina 27278_
Section 14.02 Registered Office
The registered office of the Corporation required by law to be maintained in the State of North
Carolina may be, but need not be, identical with the principal office. The street address of the
Corporation's initial registered office shall be: 500 Valley Forge Road, Hillsborough, North Cazolina
27278.
Secfion 14.03 Other Offices
The Corporation may have offices at such other places within the State of North Cazolina as the
Board may designate from time to time.
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DRAFT PFAPC By-Laws 1 ~
Article XV. NIISCELLANEOUS
Section 15.01 Rules and Regulations
'The Board shall have the power to make and adopt such rules and regulations not inconsistent with
the law, Articles of Incorporation, or these By-Laws, as it may deem advisable for the management of
the Corporation's business. and affairs.
Section 15.02 Steering Committee
The Steering Committee formed by the June 3, 2010 Interlocal Cooperation Agreement between
Alamance, Chatham, Durham, and Orange Counties shall continue to meet until it dissolves either on
June 30, 2015 or upon the termination of the Interlocal Cooperation Agreement. The Board may
meet annually with the Steering Committee to discuss the operations, goals, and future of the
Corporation. However, the Steering Committee shall have no authority over the operations, Board, or
employees of the corporation, nor shall the Steering _Committee have authority to access any non-
public documentation or to bind the Corporation in :any manner. Semi-annually, until such time as
the Steering Committee dissolves, the Executive` Director shall provide an operations report to the
Steering Committee.
Section 15.03 Dissolution
The Corporation may be dissolved only by the majority vote of the Directors of the Board at a
meeting to which due notice of such purpose has been given to all Directors. Upon the dissolution of
the Corporation, the Board of Directors shall first pay or make provision for the payment of all the
liabilities of the Corporation.. All assets of the Corporation shall then be remitted to Orange County,
or, alternatively, Orange County may direct that said assets be contributed and given to a North
Carolina Agricultural, Food Processing, or Food Distribution 501(c)(3) or 501(c)(5) organization for
use in furthering the health, safety and welfare of the citizens and residents of its jurisdiction. None
of the assets shall be disposed of or diverted to any other purpose and shall in no manner be disposed
of in such manner so as to accrue to the benefit of any Director of said Corporation. Because much of
the equipment utilized in the day-to-day operations of the Corporation is grant funded and was
granted to Orange County rather than the Corporation, no alteration, amendment, repeal or adoption
to or of this Section 15.02 shall be effective unless and until it is approved by majority vote of the
then sitting Board of Commissioners of Orange County, North Carolina.
Section 15.04 By-Law Interpretation
These By-laws shall be construed and interpreted under the laws of the State of North Carolina.
Notwithstanding the foregoing, however, these By-laws shall at all times be construed and interpreted
as consistent with all federal laws and regulations governing the activities of the Corporation and
governing the tax exempt status of the Corporation, and in the event that these By-laws may be
inconsistent with such laws and regulations, the same shall be deemed amended to comply therewith.
Whenever used in these By-laws, unless the context otherwise indicates, a pronoun in the masculine
gender shall include the feminine gender and the singular shall include the plural, and vice versa.
Section 15.05 Seal
The Board shall provide a corporate seal, which shall be in the form of a circle and shall have
inscribed thereon the name of the Corporation and the word "SEAL" or "CORPORATE SEAL".
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,a- a , 9
INTERLOCAL COOPERATION AGREEMENT
FOR THE FIEDMONT FOOD & AGRICULTURAL PROCESSING CENTER
BY AND AMONG
THE COUNTY OF ALAMANCE, THE COUNTY OF CHATHAM, THE COUNTY OF
DURHAM, and THE COUNTY OF ORANGE
THIS INTERL4CAL COOPERATION AGREEMENT is made and entered into this the 3r~
day of June, 2010, by and among the COUNTY of AI,AMANCE, a political subdivision of the
State of North Carolina (hereinafter referred to as "Alamance County"), the COUNTY of
CHATHAM, a political subdivision of the State of North Carolina, {hereinafter referred to as
"Chatham County"), the COUNTY of DURHAM, a political subdivision of the State of North
Carolina, (hereinafter referred to as "Durham County"), and the COUNTY of ORANGE, a
_ political subdivision of the State of North Carolina, (hereinafter referred to as "Orange County");
. `(each county may be referred to herein as a "Party" and collectively "Parties".)This Agreement
is made as an Interlocal Cooperation Agreement pursuant to Part I, Article 20 of Chapter 160A
of the General Statutes of North Carolina.
WITNESSETH:
WHEREAS, Alamance County, Chatham County, Durham County, and Orange County
jointly funded a feasibility study for a regional value-added, shared-use, food and agricultural
processing center which was completed in November 2007; and
WHEREAS, the Boards of County Commissioners of the Parties agreed by respective
county resolutions to authorize Orange County to act as fiscal agent and engage in grant
development for a regional value-added, shared-use, food and agricultural processing center,
referred to as the Piedmont Food and Agricultural Processing Center, (hereinafter referred to as
"Center"); and
WHEREAS, grants totaling $1.098 million have been committed tQ this project as of
August 11, 2009 by the NC Agricultural Development and Farmland Preservation Trust Fund
(NCADFP), the Golden Leaf Foundaf ion, .the Tobacco Trust Fund, and the US Housing and
Urban Development Economic Development Initiative; and
WHEREAS, pursuant to NCGS 158-7.1 the Parties hereto are authorized to make
appropriations for the purpose of increasing the agricultural industries of any city or county; and
WHEREAS, pursuant to NCGS 158-?.4 and Article 20 of Chapter 160A of the General
Statutes of North Carolina, the Parties hereto are authorized to enter into this Interlocal
Agreement for economic development purposes. This Agreement shall set forth their respective
participation, obligations, and rights related to the development and operation of the Center,
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which shall be operated for purposes. of encouraging and aiding agricultural industries and
business prospects for the participating jurisdictions.
NOW, THEREFORE, for and in consideration of their mutual promises, Alamance
County,.Chatham County, Durham County, and Orange County hereby agree as follows:
1. Purpose
The purpose of this Agreement is to set forth the undertakings of the Parties hereto with
regard to their respective contributions, obligations, and participation in the multi jurisdictional
operation of the Center.
2. Piedmont Food and Agricultural Processing Center
The Center will be a regional value-added, shared-use, food and agricultural processing
center. This project will build capacity for local farmers to meet the increasing consumer
demand for retail and wholesale marketing of locally grown farm products in the Piedmont
Region of North Carolina. The Center will accommodate a range of processing needs and allow
for future expansion. Business development support and education, especially training for new
food-based businesses, developing business plans, and meeting food safety requirements will
allow the center to engage rural farm communities with the opportunities offered by the Center.
Revenue projections from user fees that provide incentives far sourcing locally grown farm
products is approximately $150,000 by year 3 of operation, with gross income for clients using
the facility estimated at $2,651,000 per .year.
This Center will have the potential to serve farmers on 16,214 farms in 22 counties within
a 7S-mile radius of Hillsborough, North Carolina, representing almost 30% of farms statewide.
Farmers and their rural corrimunities as well as tobacco processing and marketing communities
can benefit from participating in training and education programs, adding value to and marketing
local farm product. Within the 22-county area, this Center can enhance -the capacity to process
local farm products for the 3.3 million individuals who are potential customers for the products
created at the Center.
The short-term goal of the project is to open a xegionai value-added shared use food and
agricultural processing Center in 3uly of 2010 with a range of programs and equipment. The
success of the short term goal will be measured by client use and revenues generated by the
Center, as well as training and assistance to farmers and other food entrepreneurs. The long term
goal is to become financially independent by 2013. This will be accomplished by building the
capacity to process and market North Carolina agricultural products, thereby increasing the
number and diversity of farm operations that help to sustain the Piedmont Region.
3. Steering Committee
The Boards of County Commissioners of the Parties shall appoint a Steering'Committee
to assist Orange County in successfully launching the Center. All members of the Steering
Committee shall be appointed by the Boards ~of County Commissioners of the Parties and shall
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consist of one County Commissioner and the County Manager 'or his or her designee, the
Cooperative Extension Director of each of the Parties, and a local farmer from each county.
This Steering Committee shall provide general guidance to Orange County ~in the launch and
operation of the Center. Upon the expiration or termination of this Agreement the Steering
Committee shall automatically dissolve.
4. Management and Operation of the Center
The Parties hereby agree that Orange County will own, maintain and- operate the Cen#er
for the purposes stated in this Agreement. Orange County will enforce the rules and regulations,
approved by the County Manager of Orange County, with the advice of the Steering Committee
governing the reasonable use of the Center, operate the Center in an efficient and economical
manner, and maintain the properties constituting •the Center in good repair and sound operating
condition. Each Party to this Agreement shall have the opportunity to review and comment on
the proposed rules and regulations prior to the Center opening and any substantive changes made
to said rules and regulations for the Term of this Agreement.
5. Insurance
Orange County shall maintain, during the term of this Agreement, all applicable
insurance coverage as is currently maintained for other Orange County-owned facilities
including, but not limited to, Fire and Casualty Insurance, Worker's Compensation Insurance,
Comprehensive General Liability Insurance covering claims arising out of or relating to bodily
injury, including bodily injury, sickness, disease or death and damage to real acid personal
property including loss of use resulting thereof.
6. rinancial Support
A. The Piedmont Food and Agricultural Processing Center Feasibility Study (hereinafter
"Feasibility Study") indicated a positive cash flow by year three of operations and
this fiscal forecast did •not include the $120,000 in grant funds awarded for year one
operations. However, thexe is still a need to provide a mechanism of fiscal support of
the Center in the event of revenue shortfall during the term of this Agreement. The
Parties agree that they shall allocate sufficient budgetary funds to support the Center
as provided in this section 6. The Parties agree that should the Center experience
revenue shortfall in excess of that amount stated in this section 6B the governing
Boards of the Parties may, but are not required ta, authorize the expenditure of
additional funds to cover such shortfall. -
B. Pursuant to N.C.G.S. 158-7.4, the Parties are authorized to provide resources to
'support the Center in order to maintain its operations. To that end, each party agrees
to provide funds to Orange County for the operation of the Center upon notice and
justification of revenue shortfall up to a maximum amount of one hundred and fifty
thousand dollaxs~($I50,000) per fiscal year, as. follows: -
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40% of the revenue shortfall (not to exceed $60,000 per fiscal year} will be charged to
Orange County.
60% of the revenue shortfall (not to exceed $90,000 per fiscal year} will be split
proportionally among the remaining Parties as follows:
33 1/3 % to Alamance County
' 33 1/3 % to Chatham County, and •
• 33 ~1/3 % to Durham County.
It is anticipated that the Parties shall not contribute funds to the Center during fiscal year
2010-I 1, -and no Party shall have any obligation to make any payment during fiscal year 2010-
11. Notice of an anticipated revenue shortfall shall be provided by Orange County to the Parties
no later than February in any given fiscal year. Orange County shall provide additional
information as deemed necessary by any party in oxder to make a determination of need for
financial assistance in the event of a revenue shortfall. The notice of anticipated shortfall shall
provide the projected amount each Party is responsible for under this Section 6, Notice of the
actual amount of any revenue shortfall shall be provided to the Parties by June 1st of any given
fiscal year. Funding for revenue shortfalls shall be due by July 15th of the following fiscal year.
Such payment shall be made as a reimbursement of expenses incurred by Orange County in
addition to their share of shortfalls for the then current fiscal year in which a notice of revenue
shortfall is provided, but shall not exceed $30,000 per f scal year, subject to Section 10. Any
shortfall payment made shall be reimbursed to the Parties.from profits made in subsequent years.
The failure of all Parties to agree on the revenue shortfall and fund the Center in
accordance with the terms of this Agreement shall be grounds for terntinating this Agreement.
All Parties agree to cooperate in good faith to sustain the operations of the Center for the term of
this Agreement.
In the event additional parties are added to this Agreement, the additional party shall be
added to the formula above and share equally in the 60% share of the shortfall.
7. Term .
The term of this Agreement shall commence on the date first written above and shall
exist and continue until June 30, 2015, unless otherwise terminated as herein provided or
extended upon mutual agreement of all Parties, which agreement shall be made in writing and
executed with the same formality as this Agreement.
8. Appointment of Personnel
Each Party's respective Manager shall designate the persons to . out the obligations
of that Party under this Agreement.
The Orange County Manager shall appoint the Executive Director of the Center with the
advice of the Steering Committee. The Executive Director shall be an Orange County employee
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solely accountable to the Orange County Manager and responsible for carrying out the Center's
goals and objectives, the day-to-day management of the Center, and the overall operations of the
Center. The Executive Director shall have the full authority and freedom to make all necessary
operational decisions and take all necessary actions except those reserved to the Manager.
Acting within this authority, the Executive Director shall not perform any act, or allow or cause
to be performed any act, that is unlawful, insufficient to meet commonly accepted business and
professional standards and the prudent person test, 'in violation of contractual standards or
requirements set forth by funding sources or regulatory bodies, ~or contrary to explicit restraint's.
The Boards of Commissioners of the Parties and the Steering Committee shall have the right to
request information and comment on the performance of the Center's Executive Director. If
such a request or comment is received the Orange County Manager shall~respond accordingly.
9, Reporting
The Executive Director shall provide an annual report to the Boaxds of Commissioners of
the Parties. The annual report shall set forth a complete operating and financial statement
covering the opera#ion of the Center during such year, and shall be due on or before June 30a' of
each year. The Executive Director shall provide a quarterly fmancial report to the county
managers of each of the parties. The Executive Director shall also provide a monthly operational
report to the Steering Committee. All requirements. under this section shall end upon the
terrriination of this Agreement.
10. Termination
,Any party may withdraw from this Agreement at the end of any fiscal year upon not less
than one (1) year's advance notice of withdrawal to the other Parties. Upon the withdrawal from
this Agreement by any Parry, cost and funding responsibilities shall be re-distributed among the
remaining Parties as follows: 40°/a to Orange County and 60% to be distributed equally among
the Remaining Parties; provided however, that if Orange County or more than one (1) of the
other Parties withdraws this Agreement shall terminate. If any Party attempts to withdraw
without providing the required one (1) year's advance'notice, such Party shall remain liable for
its share of the cost and funding responsibilities through the end of the next fiscal year. Upon a
Party's withdrawal from this Agreement, the Center shall charge the residents of the withdrawing
party an additional fee for use of the Center and facilities. The amount of additional fee shall be
determined by the remaining Parties by mutual. agreement after consultation wi#h the Executive
Director of the Center and the Steering Committee.
11. Grant )H~nds
The Parties acknowledge that grant funding has been and may be awarded to Orange
County for the development of the Piedmont Food and Agricultural Processing Center. Orange
County administers said grants and shall continue. to do so for the benefit of the Center. Upon
termination of this Agreement by any Party or upon its natural expiration, should such grant
funds remain undistributed, Orange County shall continue to manage said grant funds for the
benefit of the Center in accordance with the Grant and this Agreement.
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12. Determination of Policy
Orange County shall, with the advice of the Steering Committee, have the ongoing
responsibility in its discretion (1} to administer and operate the Center in accordance with this
Agreement and (2) to determine and modify the rules and regulations governing the operation of
the facility, as may be necessary, from time to time.
13. General Provisions
A.~ Relationship of Parties. Nothing contained in this Agreement shall be construed to
create or form a partnership or joint-venture between the Parties or render either
Party liable for the debts or obligations of the other. _
B. Assignments. This Agreement is not assignable by any Party without the written
consent of ail other Parties: '
C. Notices. All notices provided for in this Agreement shall be in writing, addressed
to~the respective County Manager.
D. Good Faith: The Parties mutually.agree to deal'in good faith with the other in all
respects in performing their duties under this Agreement. .
E. Goyemin~ Law. This Agreement shall be governed by and in accordance with the
laws of the State of North Carolina.
14. - ~ Real Property
The Parties acknowledge that Orange County has dedicated the building located at S00
Valley Forge Road to the location and operation of the Center. At all times during the term of
this Agreement the building and facilities located at S00 Valley Forge Road shall remain the
property of Orange County. Upon the expiration of this Agreement said property shall remain
the property of Orange County.
15. Personal Property
The personal property contained. within the building and facilities located at S00 Valley
Forge Road, and which are dedicated to the use of the Center, shall at all times during the term of
this Agreement and upon its expiration, remain the property of Orange County except any
property purchased by the respective parties. Such property shall remain the property of the
respective parties in the percentage as set forth in Section b (Financial Support).
16. Compliance with the Law
Orange Caunry shall comply with all applicable laws, statutes, rules and regulations of
any governmental authority as it may relate to the Center. Nothing in this Agreement shall
prohibit Orange .County from contesting in good faith the applicability or validity of any such
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law or regulation so long as Orange County's failure to comply with such law or regulation will
not materially impair the operation of the Center.
17. Rates, Fees and Charges
The Parties agree that the long term success of the Center is-the goal of this Agreement
and requires that the Parties remain committed partners. The Parties also acknowledge that
another goal of this Agreement is to create a successfitl operation at the Center, which may be
eventually transferred to a nonprofit corpora#ion at some future date. The Parties agree that
Orange County is ultimately responsible for grant administration and reporting and must retain
broad authority with respect operatirig the -facility. Therefore, Orange County .may seek the
advice of the Steering Committee in implementing and adjusting the initial rates, fees and
charges. The citizens of the Parties shall pay the same rates; fees and charges: Any revenues
generated by the Center shall be used only for operation and maintenance of the Center. During
the term of this Agreement any profits generated may be used for the repayment of-any shortfall
payments made by the Parties during the term of this Agreement. -
18. Reservation of Rights
Not withstanding any other provision. of this Agreement or of any related policies to the
contrary, Orange County will in all events be entitled to operate acid maintain the Center and all
its facilities, and may adjust any and all rates, fees and charges, as it may in its reasonable
discretion deem reasonably necessary to (1) comply with the requirements of any applicable law
or regulation or court order,-administrative decree or similar order of any judicial or regulatory
authority or (2) to comply with any contracts, instruments, or other agreements at any time
securing outstanding Center debt. All Parties shall be notified 30 days in advance of any changes
to the Center's rates, fees and charges throughout the Term of this Agreeient.
19. Amendments
This Agreement may be amended at .any time by execution by all Parties of a written
agreement.
20. Entire Agreement
This Agreement shall .constitute the entire understanding between the Parties and shall
supersede aII prior understandings and agreements relating to the subject matter hereof and may
be amended only by written mutual agreement of the Parties.
IN WITNESS WHEREOF, the-Parties have caused this Agreement to be execu#ed as of the.day
and year first written above.-
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IN WITNESS WHEREOF, the Parties have caused this INTERLOCAL
COOPERATION AGREEMENTFOR THE PIEDMONT FOOD & AGRICULTURAL
PROCESSING CENTER BY AND AMONG THE COUNTY OF ALAMANCE, THE
COUNTY OF CHATHAM, THE COUNTY OF DURI-IAM, and THE COUNTY OF ORANGE
to be executed as of the day and year first written above.
ATTEST:
Clerk to the Board
FOR ALAMANCE COUNTY
By
Chair, Board of Conunis Hers
This instrument has been pre-audited in the manner required by the Local Government Budget
and Fiscal Control Act.
W.
A am County Finance Director
8 of l I
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INTERLOCAL COOPERATION AGREEMENT FOR THE PIEDMONT FOOD &
AGRICULTURAL PROCESSING CENTER BY AND AMONG THE COUNTY OF
ALAMANCE, THE COUNTY OF CHATHAM, THE COUNTY OF DURHAM, and THE
COUNTY OF ORANGE.
ATTEST:
~~~ _.
Clerk to the isoard
FOR CHATHAM COUNTY
By:
Chair, Boar of Commissioners
This instrument has been pre-audited in the manner required by the Local Government Budget
and Fiscal Control Act.
Chatham County Finance Director
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INTERLOCAL COOPERATION AGREEMENTFOR THE PIEDMONT FOOD &
AGRICULTURAL PROCESSiN ~ CHEAN.IT'IE~~, T~ Co,(3ANTY OF ~HA.M~an~ THE
ALAMANCE, THE COUNTY O
COUNTY OF ORANGE.
ATTEST: FOR DURHAM COUNTY
By; h'1
V. Michelle ar -Evans, Clerk to th Board is ael M. uffin, County Manager
This instrument has been pre-audited in the manner required by the Local Government Budget
and Fiscal Control Act.
urhana ty roan a Director
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29
INTERLOCAL COOPERATION AGREEMENTFOR THE PIEDMONT FOOD &
AGRICULTURAL PROCESSING CENTER $Y AND AMONG THE COUNTY OF
ALAMANCE, THE COUNTY OF CHATHAM, THE COUNTY OF DURHAM, and THE
COUNTY OF ORANGE.
This instrument has been pre-audited in the manner xequired by the Local Government Budget
and Fiscal Control Act.
l.C ~^Gt•.cc. ~ ~ /~
Orange County Finance Director
11 of 11