HomeMy WebLinkAbout2012-420 EDC - Glutey Tooty LLC for User Services Piedmont Food & Agricultural Processing^ Center
User Services Contract This person or organization joins this Agreement as User of the Piedmont Food&
Agricultural Processing Center commercial kitchen faci ity.
Full Legal Name of User:Glutey Tooty LLC Legal Status of User(Check One):
Ei Individual o Partnership
E:Corporation
-m'Cimitecl Liability Company
ci Other
Name Authorized Representative: Theresa Title:Owner
Benson
Mailing Address: 102 Calderon Dr.,Chapel Hill, Email:GluteyTooty@gmail.com
NC 27516
Telephone :978-460-3044 Fax: NA
This User Services Agreement made and entered into this the |I'^ day of December 2012,
(^1BffeodreDu1e") between the User(identified above) and Piedmont Food 8cAgricultural
Processing Center (also referred tohere as ^`PFAP`). User and 9F/\P agree to the following terms:
\. SERVICES. PFAywill provide User with nonexclusive access to and use ofPFA9`m
commercial food production facility (^^K2tcbcn"), subject to the terms nf this Agreement.
o. Facility.The Kitchen is a shared-use facility,equipped with commercial culinary equipment
and other food preparation equipment. P[AP obul| maintain the facility in u sanitary and
orderly state and ensure that all equipment available iothe User operates to all applicable
fedcraJ, state and local health and safety standards.
h. Business Services. PFApCrnter may also provide the User with, but is not liable for
Business Services, including but not limited to: advice oo business development, product
development,packaging and label design; business plan development, training in safety and
sanitation; rouckodog support activities, and/or assistance with food safety regulation
compliance and accessing small business financing.
c. User Prerequisites. All Users ufPFAP will have 000'nlctcd the following activities and
provided appropriate documentation io the PFAP Manager before the User may enter and use
the Kitchen:
()) Completed application form and paid all associated fees and deposits
(2) Completed Initial Consultation,
(]) Completed the PPAPOricoiudon;
(4) Provided Proof of Product Liability Insurance, as detailed in Section 4(c), below;
(5) Obtained and provided to the PFAP Manager any required oversight documentation.
d. Authorized Food Products. User must obtain specific authorization from PFAP prior to
producing each food product.
e. Scheduling of Use. PFAP shall control the times and manner of all Users' access to and use
of the Kitchen. User shall request use of the Kitchen in advance. PFAP will make its best
efforts to create a schedule for use of the Kitchen that accommodates all Users' reasonable
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requests. Scheduling is available on a first come, first served basis, or as amended by the
Manager.
2. PAYMENT TERMS. User will pay PFAP rent for each hour (or part thereof) the User occupies
the Kitchen and/or for the Business Services described in Section l of this Agreement according
to the following terms:
a. Fee Schedule.The fees for various uses of the Kitchen and/or equipment are set out in the
Fee Structure, attached to this Agreement and incorporated herein as APPENDIX E. The
Fee Schedule is subject to change at any time, and PFAP will make reasonable efforts to
notify Users in advance of the changes.
b. Payment Terms—New User. Each User will pay for use of the Kitchen on a "pay-as-you-
go" basis for the initial three (3) months of using the facility. PFAP will provide User with a
bill after each use. Payment is due upon receipt. Storage fees are to be paid up-front by all
Users each month. User may not use the Kitchen or Business Services until all outstanding
bills are paid.
c. Payment Terms—Good Payment History. After three (3) months of on-time payments,
PFAP will bill User for facility and storage use at the end of each calendar month. Payment is
due within seven (7) business days of receipt. If User pays any bill late, PFAP may require
User to pay under New User payment Terms. A Late Payment Fee may be charged for
payments made more than 7 days after receipt of invoice.
3. USER DUTIES. User agrees to assume the following duties in its use of the Kitchen under this
Agreement:
a. Rental and Use Policies. User acknowledges that User has received and read the Standard
Operating Procedures ("SOPs"), a copy of which is attached to this Agreement and
incorporated herein as APPENDIX C. PFAP reserves the right to amend the SOPS at any time
upon written notice to User to be posted at the entrance of the building. If User violates the
SOPS, PFAP may impose a fine upon User and upon repeated violation PFAP may in its
discretion terminate Agreement. User agrees to comply with all of the rules and obligations
set forth in the Standard Operating Procedures as currently stated and as modified at any time
in the future.
b. Contact Information. User promises that the identification, address and contact information
stated at the beginning of this document is current and correct. User agrees to keep PFAP
informed of any changes in User's legal identity, address or other contact information.
c. Security. PFAP is equipped with both open use and individual locked storage areas. User
agrees that PFAP assumes no responsibility for the security of any equipment or supplies the
User brings for their use in the facility. Copies or combinations for all locks must be provided
to the Manager before their use. If any additional locked storage is brought into the facility
by the User, User shall supply a duplicate key to the Manager. The Manager may access any
space at any time for regulatory, safety, or maintenance reasons. User may not duplicate the
keys provided for any storage areas.
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d. Food and Equipment Safety and Sanitation. All Users and their employees are required to
successfully complete the PFAP Orientation before they may use the Kitchen. At least one
(1) User with current Serve Safe certification must be present at all times applicable based on
the product being produced, as directed by the Manager. Use of all equipment requires
special training and authorization from the Manager. Each person using the facility must
receive specific authorization before using the Facility and certain equipment. Use of
equipment can be revoked, or denied by the Manager at any time.
e. Housekeeping Policies.User policies include but are not limited to the following:
(1) Users will provide their own oven mitts, cooking items, ingredients, utensils, small
wares and other special items necessary to their specific production needs.
(2) No equipment or items owned by PFAP shall ever leave the premises.
(3) Users will strictly follow the Cleaning Guidelines in the SOPS provided by PFAP
before, during and after each use of the facility.
(4) Users must perform and fill in the "Shift Log" before, during, and after each kitchen
use, and leave them in the designated area.
(5) All production and packaging of food products must take place within designated
approved food production locations within the facility
(6) If User fails to leave the facility in the proper condition,User will receive a
warning and be responsible to pay the actual cost of cleaning the facility as
determined by PFAP. Upon a second such failure,User shall pay a fine (set out in
the Standard Operating Procedures) and actual cleaning costs. Upon a third such
failure,this Agreement shall be terminated.
f. Assignment. Except for User's properly trained and authorized employees, User may not
transfer or assign User's privileges under this Agreement to any third party. This includes the
disclosure of the User's security codes or keys. The User shall not grant access or allow a
third party to operate in or enter the kitchen any time. Violation of this duty is grounds for
immediate termination of this Agreement and the immediate discharge of that User from the
kitchen.
g. Signs and Advertising. No signs or advertising matter shall be painted or attached in any
way on the PFAP premises.
4. HEALTH AND SAFETY RESPONSIBILITIES. To ensure the safety of all persons associated
with the PFAP facility, User shall also comply with the following duties:
a. Worker Safety. User is exclusively responsible for ensuring that User and its employees
observe proper safety procedures while using the Kitchen. All User employees must have
registered with the Manager and provided contact information in case of emergencies before
being authorized to work at PFAP. No children under 16 are allowed in the kitchens when
any food processing is taking place, or without the express permission of the Manager.
b. Right of Inspection. PFAP staff retain the right to enter and inspect operations at any time
during use. The Department of Environmental Health of Orange County as well as the Food
& Drug Administration or their designees shall have the right to inspect without prior notice
at any time deemed necessary by their
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c. Product Liabiity Insurance. Each User will maintain a minimum coverage of$2,000,000 of
general liability and product liability insurance, with Piedmont Food&Agricultural
Processing Center named as "added named insured" on each policy. Users must provide
proof of insurance to the PFAP Manager before User may enter and use the facility.
5. LIMITATION OF LIABILITY. No section of the Agreement is intended to create a
waiver of Orange County's rights or privileges as a sovereign entity. User agrees that any and all
claims involving PFAP are strictly subject to the following limitations:
a. Business Services. All Business Services provided by PFAP and/or any officers, staff, or
other agents of PFAP and/or Orange County are provided solely for the purpose of assisting
User in the operation of its business. Orange County makes no representations, warranties or
guarantees that the business services provided will result in the success of the User. User
understands and acknowledges that User is solely and completely at freedom to accept or
reject any business services, and that the principal(s) or owner(s) alone are in control of the
User and its success or failure. User acknowledges and agrees that Orange County and any
officers, staff, trustees or other agents of Orange County are not liable to the User, or its
principal(s) or owners(s) for any damages resulting from the use of or reliance upon the
business services provided by PFAP.
b. Liability. PFAP and/or Orange County shall not be liable for any damage to either person or
property sustained by the tenant or by any third party arising in any way out of the User's
use, operation, occupancy of PFAP premises, or sale or distributing of any product
manufactured on the premises. The Users covenant and agree to indemnify, defend, and hold
harmless PFAP and Orange County, and its employees from all claims, costs, and liability
arising from or in connection with damages, injuries to persons (including death), or
property in, upon, or about the PFAP premises, or any portions thereof, or resulting from the
sale, distribution, and use of any product manufactured by the User on the PFAP premises.
c. Indemnity. User agrees to defend, indemnify and hold harmless PFAP and Orange
County from all loss, liability, claims or expense, including attorney's fees, arising out of
or related to claims, costs, and liability arising from or in connection with damages, injuries
to persons (including death), or property in, upon, or about the PFAP premises, or any
portions thereof, or resulting from the sale, distribution, and use of any product
manufactured by the User on the PFAP premises, except to the extent same are caused by
the negligence or willful misconduct of PFAP and/or Orange County. It is the intent of
this provision to require User to indemnify Orange County and PFAP to the fullest
extent permitted under North Carolina law.
6. CONFIDENTIALITY. User and PFAP agree and acknowledge as follows:
a. Confidential Information. The Kitchen is a shared-use facility, and may be occupied and
used simultaneously by similarly situated third-party Users ("Others"). The Parties further
acknowledge and agree that the conduct of User's business and the production of User's
food products may involve the use of recipes, techniques, sources of ingredients, financial
and business records and other information that is owned and used exclusively by the User
that constitute trade secrets or proprietary knowledge that must remain confidential for the
protection of User's business ("Confidential Information"). User acknowledges and agrees
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that Others may also have Confidential Information that applies to the conduct of their own
business. User and PFAP acknowledge and agree that User's Confidential Information may
be disclosed to PFAP for the purpose of providing product authorization, training, or
Business Services to User. Provided however, Confidential Information does not include
information that is already known to PFAP, to the public or any third party beyond User's
control, or obtained by User from an independent source or otherwise developed
independently from the User. This agreement does not cover any disclosure required by
applicable law or regulation.
b. Permitted Disclosure.
(1) PFAP is required to report to its grantors and sponsors on the economic impact of the
services it provides. Users agree to provide an estimated sales value (wholesale and/or
retail) all of the goods they produce each time they use the Facility.PFAP will treat this
as Confidential Information and will provide only aggregate information in its reports.
(2) In the course of dealing with PFAP and its officers and employees under this
Agreement, User shall take care to inform PFAP whenever User is disclosing
Confidential Information to PFAP. PFAP shall make all reasonable efforts to prevent
disclosure of User's Confidential Information to any third party.
c. Protecting Confidential Information.In the course of using the Facility, User shall make
reasonable efforts to not give User's Confidential Information to Others or any third party.
User shall also respect that Others using the Facility may be applying their Confidential
Information and shall take care not to discover Other's Confidential Information. Any
spying or deliberate intrusion into Others' Confidential Information is grounds for
terminating this Agreement. PFAP is not responsible for the misuse of Confidential
Information by Others.
d. Public Records. Notwithstanding the foregoing, User acknowledges that the Agreement
and any information obtained pursuant to the Agreement or use of the Kitchen or
Business Services may be deemed public records and subject to disclosure in whole or in
part under the North Carolina Public Records Law. PFAP and/or Orange County will
provide User with prompt notice of any intended public records disclosures, and an
appropriate opportunity to seek protection for User's confidential and proprietary
information consistent with all applicable laws and regulations.
7. TERMINATION. This Agreement shall continue indefinitely unless terminated as provided in
this Section. User's obligations pursuant to Section 6 (Confidentiality) of this Agreement and any
financial obligation to PFAP shall survive the termination of this Agreement.
a. Voluntary Termination. This Agreement may be terminated at any time upon mutual
agreement of PFAP and the User. User may terminate this Agreement at any time upon
written notice to PFAP.
b. Breach or Default. User must correct any violation, breach, or failure to keep or perform any
conditions of this Agreement or the SOPS within three (3) days after receiving written notice
of such from the Manager of PFAP. If more than three (3) days pass without any corrective
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action taken by the User, PFAP may, in its sole discretion, terminate this Agreement. This
Agreement may also be terminated as provided in Section 3 of this Agreement.
c. User Property. Upon termination, User shall remove all of User's property from the Facility.
If User's property is not promptly removed, PFAP may enter, take possession of and remove
User's property.User shall be liable to PFAP for a reasonable storage cost for any property
removed in this way.
8. MISCELLANEOUS PROVISIONS.
a. Jurisdiction and Venue.Any disputes regarding this Agreement shall be resolved in the
courts of Orange County, North Carolina, and according to the laws of North Carolina.
b. Relationship of Parties.This Agreement shall not be construed to form a partnership or any
other business association between the Parties other than independent parties to contract.
User, its officers, agents and employees are not employees or agents of PFAP.
c. Entire Agreement. This Agreement with the Appendices represents the entire and
integrated agreement between the County and the Userr and supersedes all prior
negotiations, representations or agreements, either written or oral. This Agreement may
be amended only by written instrument signed by both parties. Modifications may be
evidenced by facsimile signatures.
d. Waiver. Failure of PFAP and/or Orange County to require compliance by User with any
provisions of this Agreement or the waiver by the PFAP and/or Orange County of any
breach of this Agreement or PFAP policies shall not constitute a waiver of any claim for
damages by PFAP and/or the County for any breach of this Agreement or a waiver of any
other required compliance with this Agreement.
e. Severability. If any provision of this Agreement is held as a matter of law to be
unenforceable, the remainder of this Agreement shall be valid and binding upon the
Parties.
9. ENJOYMENT.This shared-use commercial kitchen is a unique facility meant to be useful to
and enjoyed by its Users. The kitchen has been furnished to accommodate a wide variety of start-
up food businesses. It is necessary that all Users work collectively to make this shared-use space
work for all. Cooperation will benefit everyone and will allow harmony in the entire space. It is
the desire of PFAP to aid the many persons that may desire to start their business and provide a
clean and workable space for all parties. We wish each User's business the greatest success with
their product and with their business. May each grow and prosper and become a part of our
community.
SIGNATURES ON FOLLOWING PAGE
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This Agreement is executed all as of the day and year first above written, by the duly authorized
representative of each party.
ORANGE COUNTY: USER:
By: �,-
County Manager r
c�' f2 v DSO V e w PAX'
Printed Name a,�l Title
PIEDMONT FOOD & CULTURAL PROCESSING CENTER
By:
Matthew R anager
This iQ men as been roved as to technical content.
- Iz
Steve Brantley,repartrne n rector
This instrument has been pre-audited in the manner required by the Local Government Budget
and Fiscal Control Act.
Office of the Finance Director
This instru ent has been approved as to form and legal sufficiency.CA
4 Office of the 641ty Attorney
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