HomeMy WebLinkAbout2011-367 ED - Rogers Cattle Company, Inc. for PFAP facility use �C_
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 Legal Status of User(Check One):
Rogers Cattle Company,LLC ❑Individual❑Partnership
•Corporation
•Limited Liability Company
•Other
Name Authorized Representative Johnny Rogers Title Owner
Mailing Address 945 Woodsdaie Rd,Roxboro,NC27574 Email rccbeef@gmaii.com
Telephone 336-504-7268 1 Fax None
This User Services Agreement made and entered into this the 09th day of November 2011,
(`Effective Date")between the User(identified above)and Piedmont Food&Agricultural
Processing Center(also referred to here as"PFAP"). User and PFAP agree to the following terms:
1. SERVICES. PFAP will provide User with nonexclusive access to and use of PFAP's
commercial food production facility ("Kitchen"), subject to the terms of this Agreement.
a. Facility. The Kitchen is a shared-use facility,equipped with commercial culinary equipment
and other food preparation equipment. PFAP shall maintain the facility in a sanitary and
orderly state and ensure that all equipment available to the User operates to all applicable
federal, state and local health and safety standards.
b. Business Services. PFAP Center may also provide the User with, but is not liable for
Business Services, including but not limited to: advice on business development,product
development,packaging and label design; business plan development,training in safety and
sanitation; marketing support activities, and/or assistance with food safety regulation
compliance and accessing small business financing.
c. User Prerequisites.All Users of PFAP will have completed the following activities and
provided appropriate documentation to the PFAP Manager before the User may enter and use
the Kitchen:
(1) Completed application form and paid all associated fees and deposits
(2) Completed Initial Consultation,
(3) Completed the PFAP Orientation;
(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 I 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 APPENDIXA. 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 B. 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
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 Liability Insurance. Each User will maintain a minimum coverage of$2,000,040
of general liability and product liability insurance, with Piedmont Food&Agricultural
Processing Center and Orange County 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
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protection of User's business ("Confidential Information").User acknowledges and agrees
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
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of such from the Manager of PFAP. If more than three(3)days pass without any corrective
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 User 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 COj USER:
By: By:Co y Ma ,,r
Atn
Printed Name Ad Title
PIEDMONT FOOD &AGRICULTURAL PROCESSING CENTER
By:
Matt Roybal, Manager
This inst ent has een ap ved as t technical content.
Steve Brantley, Department Director
This instrument has been pre-audited in ithmanner required by the Local Government Budget
and Fiscal Control Act.
q 4� ij A�
Office of the Finance Director
This inst e been approved as to form and legal sufficiency.
ffice of the County Attorney
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ORANGE COUNTY—CONTRACT CONTROL SHEET
$ Routing Order: (1)Department,(2)IT,(3)Risk Management,(4)Financial Services,(5)Attorney,(6)Manager,(7)Clerk
This Document shall accompany all contracts and shall be submitted for signature in the Routing Order specified above. If the Manager
determines the contract is not appropriate for Manager approval the Manager shall submit the contract for BOCC approval. Contracts for
BOCC approval must be submitted through,and complete,the routing process prior to agenda review. Contracts for legal review should
be completed through the legal review process prior to being routed for signature.
Department
Party/Vendor Name: Rogers Cattle Party/Vendor Contact Person: Johnny Rogers Contact Phone: 336-504-7268 Party/Vendor
Address:945 Woodsdale Road City Roxboro State:NC Zip:27574 Department:Economic Development/PFAP Amount:
Purpose:Use o�f facility Budget Code(s): Vendor# (N/A if new vendor) Vendor is a BOCC consultant? Yes❑NOR
Contract Type:(Check one)New® Renewal❑ Amendment ❑ Effective Date 11/9/11 Approved by Board Yes❑No®
Agenda Date:NA Title of Contract:User Services
If this is a Grant Agreement,pre-application has been approved by the Board of Commissioners Yes❑No®. If submitted for bid were
bids/RFPs received Yes❑No❑ Bid/RFP number This contract has been reviewed and approved by the Department Director as to
technical content:
Department Director's Signature: Date:
I iree r
(Applicable only to hardware/software purchases or related services is contra has been reviewed and approved by the Information
Technology Director as to technical content and information technolo specifications:
IT Director's Signature: Date:
6 �l Risk Management
Include the following coverages: 4 CGL; ❑ Auto; ❑ WC; ❑ Professional; ❑ Property; q M. Hold
❑ OR No Insurance Required
Contract pending receipt of Certificate of Insurance,Eg-"With incorporation of Insurance provisions as shown,this contract is approved
by the Risk Manager: A+64*7 CIMS.yt t l cLt+�EG �dCLi� 1,,eab Oi it j
Risk Manager's Signature: Date:
Kield
Financial Services
This Contract is conditioned upon appropriation by the Board of Commissioners Yes❑No[ . A budget amendment is necessary
before approval Yes❑Not. If budget amendment is necessary,please attach to this form. This instrument has been pre-audited in the
manner required by the Local Government Budget and Fiscal Control Act:
Financial Services Director's Signature: a 4/�C,, 4, � Date: 1412111
County Attorney
Approval by Board ❑ (Contracts over $90,000.00 for goods or services, $250,000.00 for construction, or any BOCC consultant
contract). Approval by Manage 11 other contracts contract has been reviewed and approved by the Attorney as to legal
form and sufficiency:
Attorney's Signature Date:
County Manager
This contract has been reviewed and is approved by the County Manager Yes�io❑.
This contract has been reviewed and is to be submitte for BOCC consideration Yes❑No4.
Manager's Signature: ! Date: rf rl
Clerk to the Board
Approved by BOCC on the_day of ,20 Submitted for Chair signature on the_day of ,20
Clerk's Signature: Date:
Revised April 2010
t``CC)Ra CERTIFICATE OF LIABILITY INSURANCE DATE
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. if SUBROGATION IS WAIVED,subject to
the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the
certificate holder In lieu of such endorsement(s).
PRODUCER CO TACT Donna Bowman
CMS Insurance & Financial PHONE (336)679-8816 Iff (336)674-7026
201 N. State Street
ADDRESS:donna.bowman0cma-insurance.com
PO BOX 1456 INSURERS AFFORDING COVERAGE NAIC#
Yadkinville NC 27055 INSURER A:Everett Cash Mutual Insurance
INSURED INSURER B;
Rogers Cattle Company LLC INSURER C:
Johnny R & Sharon B Rogers INSURER D:
945 Woodsdale Road INSURER E:
Roxboro NC 27574 INSURER F:
COVERAGES CERTIFICATE NUMBER:CL1111802828 REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
rA TYPE OF INSURANCE D� POLICY NUMBER MO IC YEYYY MIDDY EXP LIMITS
GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000
DAMAGE RENTED $
X COMMERCIAL GENERAL LIABILITY PREMISES Ea occurrence)
CLAIMS-MADE XOCCUR X F0812199 /22/2011 /22/2012 M ED EXP(Any one person) $ 2,000
X PERSONAL&ADV INJURY $
GENERAL AGGREGATE $
GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $
POLICY PRO- LOC $
AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT
Ea accident)
ANY AUTO BODILY INJURY(Per person) $
ALL OWNED SCHEDULED BODILY INJURY(Per accident) $
AUTOS AUTOS
NON-OWNED PROPERTY DAMAGE $
HIRED AUTOS AUTOS Per accident
UMBRELLA UAB OCCUR EACH OCCURRENCE $
EXCESS LIAR CLAIMS-MADE AGGREGATE $
DED I I RETENTION$ $
WORKERS COMPENSATION WC STATU- OTH-
AND EMPLOYERS'LIABILITY
YIN N TORY LIMITS
ANY PROPRIETOR/PARTNER/EXECUTIVE E.L EACH ACCIDENT $
OFFICER/MEMBER EXCLUDED? [— NIA
(Mandatory in NH) E.L.DISEASE-EA EMPLOYE $
If yes,describe under
DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $
DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (Attach ACORD 101,Additional Remarks Schedule,H more space is required)
Piedmont Food & Ag Processing Center is an additional insured under the General Liability coverage if
required by written contract.
CERTIFICATE HOLDER CANCELLATION
PFAP@co.orange.nc.us SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
Piedmont Food & Ag Processing Center ACCORDANCE WITH THE POLICY PROVISIONS.
500 Valley Forge Rd.
Hillsborough, NC 27278 AUTHORIZED REPRESENTATIVE
Russell Crissman/RIM
ACORD 25(2010105) O 1988-2010 ACORD CORPORATION. All rights reserved.
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