HomeMy WebLinkAbout2010-146 ED - Alamance, Chatham, Durham interlocal cooperation agreement for Piedmont Food and Agricultural Processing Center • 'fib
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
THIS INTERLOCAL COOPERATION AGREEMENT is made and entered into this the 3`d
day of June, 2010, by and among the COUNTY of ALAMANCE, 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 to this project as of
August 11, 2009 by the NC Agricultural Development and Farmland Preservation Trust Fund
(NCADFP), the Golden Leaf Foundation, 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 158-7.4 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 for 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 75-mile radius of Hillsborough, North Carolina, representing almost 30% of farms statewide.
Farmers and their rural communities 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 regional value-added shared use food and
agricultural processing Center in July 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 Center
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 and personal
property including loss of use resulting thereof.
6. Financial 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, there 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 to, 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 dollars ($150,000)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
2010-11, 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 order 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 fiscal 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 terminating 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 carry 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 restraints.
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 Boards of Commissioners of
the Parties. The annual report shall set forth a complete operating and financial statement
covering the operation of the Center during such year,and shall be due on or before June 30`h of
each year. The Executive Director shall provide a quarterly financial 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
termination 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 Party, cost and funding responsibilities shall be re—distributed among the
remaining Parties as follows: 40% 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 with the Executive
Director of the Center and the Steering Committee.
11. Grant Funds
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 all 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. Governing. 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 500
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 500 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 500 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 6 (Financial Support).
16. Compliance with the Law
Orange County 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 successful operation at the Center, which may be
eventually transferred to a nonprofit corporation 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 operating 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 and 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 Agreement.
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 all 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 executed 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 DURHAM, and THE COUNTY OF ORANGE
to be executed as of the day and year first written above.
ATTEST: FOR ALAMANCE COUNTY
17'4z��J By
Clerk to the Board Chair, Board of Commis ' ners
This instrument has been pre-audited in the manner required by the Local Government Budget
and Fiscal Control Act.
/1'A). A)."
A'farna# County Finance Director
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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: FOR CHATHAM COUNTY
QL.�D /'o By:
Clerk to the Board Chair, Board of Commissioners
This instrument has been pre-audited in the manner required by the Local Government Budget
and Fiscal Control Act.
(ak Mt
Chatham County Finance Director
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1NTERLOCAL COOPERATION AGREEMENTFOR 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: FOR DURHAM COUNTY
�1'11-04 /I )-Cv� By in^ 4"\
V. Michelle ar -Evans, Clerk to t Micliael M. Ruffin, County Manager
This instrument has been pre-audited in the manner required by the Local Government Budget
and Fiscal Control Act.
urham C ty Vinan6 Director
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• r
INTERLOCAL COOPERATION AGREEMENTFOR 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.
®t'age
ATTEST: FOR ORAN E COUNTY
17 ��
ass
y:
C erk to the Board Chair, Board of tommissioners
This instrument has been pre-audited in the manner required by the Local Government Budget
and Fiscal Control Act.
cY A. jl'�
Orange County Finance Director
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