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HomeMy WebLinkAboutOTHER-2024-077-New Piedmont Food Processing Center Management Agreement C �V JAL( Docusign Envelope ID : CO3CBB42-6385-4265 -A237- I BAD6C002EB8 MANAGEMENT AGREEMENT BETWEEN ORANGE COUNTY, NORTH CAROLINA AND PIEDMONT FOOD PROCESSING CENTER , INC . Docusign Envelope ID : CO3CBB42-6385 -4265-A237- 1 BAD6C002EB8 MANAGEMENT AGREEMENT THIS MANAGEMENT AGREEMENT ( "Agreement" ) dated as of October 1 , 2024 (the " Effective Date " ) by and between Orange County, North Carolina , P. O . Box 8181 , Hillsborough , NC 27278 , a political subdivision of the State of North Carolina ( " County" ) and Piedmont Food Processing Center, Inc . , 500 Valley Forge Road , Hillsborough , NC 27278 , a North Carolina non - profit corporation ( " PFPC " ) . BACKGROUND The County is the owner of a food processing facility located at 500 Valley Forge Rd , Hillsborough , NC 27278 ( " Facility" ) intended to serve as an economic development incubator for food businesses . Piedmont Food Processing Center ( PFPC ) is a North Carolina Corporation providing management services to shared kitchens across the state . The County desires to engage PFPC , and PFPC desires to accept such engagement , to provide management services for the Facility on the terms and conditions set forth herein . The County and PFPC intend to work in mutual accord in order to ensure provision of high -quality management services , thereby enhancing the use and enjoyment of the Facility. NOW, THEREFORE , in consideration of the mutual promises , covenants and agreements herein contained , the parties hereto , intending to be legally bound , hereby agree as follows . 1 . Definitions For purposes of this Agreement , the following terms have the meanings referred to in this Section 1 : "ADA" - the Americans with Disabilities Act , 42 U . S . C . Sections 12101 - 12213 as amended by the Civil Rights Act of 1991 (42 U . S . C . Section 1981 (a ) ) and the ADA Amendment Act of 2008 , as it now exists and as it may be amended in the future by statute or judicial interpretation . " Capital Equipment " - all furniture , fixtures , machinery or equipment having a per item original cost of $ 2 , 500 or more and an expected useful life of more than one year . It is expected that PFPC shall purchase or lease and maintain its own Capital Equipment . Capital Equipment owned by the County and situated at the Facility as of the date first above recorded is further described in Exhibit A . Exhibit A is current as of the date first 1 Docusign Envelope ID : CO3CBB42 -6385 -4265-A237- IBAD6C002EB8 above recorded , accurately describes County- owned Capital Equipment , and may be supplemented as Capital Equipment is added or removed from the Facility . Such supplementation of Exhibit A shall occur through separate written acknowledgements of the parties . " Capital Improvements " - all building additions , alterations , renovations , repairs or improvements that have an initial dollar cost of not less than $ 2 , 500 per project . " County" - as defined in the first paragraph of this Agreement . " Contract Administrator" - the designated administrative official of County appointed by County to act on matters pertaining to this Agreement . The Director of Orange County Cooperative Extension is designated Contract Administrator . " Facility" or " Facilities " - as defined in the first paragraph of the Background section of this Agreement . Includes all structures and surrounding premises . " Facility Policy Manual " - the policy manual provided by PFPC to the County containing certain operating and employment policies customarily utilized by PFPC in connection with the management of a publicly owned facility . " Fiscal Year" - a one -year period beginning January 1 and ending December 31 . " Laws " - all federal , state , local and municipal regulations , ordinances , statutes , rules , laws and constitutional provisions . " Management Term " - as defined in Section 3 . 1 hereof . " Operating Expenses " - any and all expenses and expenditures incurred by PFPC in providing food processing , food storage , and operational support to startup food processing businesses and maintaining the Facility , including , but not limited to : employee compensation and related expenses , employee benefits , parking and other fringe benefits , supplies , material and parts costs , costs of any interns and independent contractors , advertising , marketing and public relations costs and commissions , janitorial and cleaning expenses , information technology costs , dues , subscriptions and membership costs related to operating the Facility , the costs of procuring , administering and maintaining the insurance referred to in Section 7 below ( including , without limitation , the amount of any premium or deductible under any such policy) , amounts expended to procure and maintain permits and licenses , charges , taxes , excises , penalties and fees , professional fees , printing and stationery costs . Operating Expenses shall not include expenses or expenditures in connection with Capital Improvements and Capital Equipment purchases . " Operating Revenues " - any and all revenues of any kind or nature derived from operating and managing the Facility , including , but not limited to : license , lease and rentals , Facility user fees , and food service and concession revenues . 2 Docusign Envelope ID : CO3CBB42-6385 -4265 -A237- I BAD6C002EB8 " Renewal Term " - the additional period for which this Agreement may be renewed at the option of the County in accordance with Section 3 . 1 hereof beyond the Management Term . " PFPC " - as defined in the first paragraph of this Agreement . 2 . PFPC Scope of Services and Revenues ; County Access , 2 . 1 Engagement . ( a ) General Scope . The County hereby contracts with PFPC to provide management services by operating commercial kitchen space at the Facility in order to enable local food and agricultural entrepreneurship . At the Facility , PFPC will also manage , maintain and provide spaces for dry , refrigerated and frozen storage , and office space available for rent to food enterprises engaged with PFPC . ( b ) Manager of the Facility . Subject to the terms of this Agreement , PFPC shall be the sole and exclusive manager to manage , operate , and promote the Facility during the Management Term and the Renewal Term , if any . In such capacity , PFPC shall have authority over the day-to day operation of the Facility and all activities therein ; provided that PFPC shall follow all policies and guidelines of the County hereafter established or modified by the County that the County notifies PFPC in writing are applicable to the Facility . ( c ) Approval of the County . To the extent that the approval of the County is required under the terms of this Agreement , the written approval of the Contract Administrator shall constitute the approval of the County , except to the extent the approval of another party is expressly required by the terms of this Agreement . Such approval shall not be unreasonably withheld . ( d ) Standards for Measurement of PFPC ' s Performance . The County is entering into this Agreement in part based upon PFPC ' s expertise and experience in managing and promoting PFPC and the understanding that PFPC will utilize all of its good -faith commercially reasonable efforts to manage the Facility in a first -class , high - quality , fiscally responsible manner and in the County' s best interest . It is the intention of the parties hereto that PFPC will use its good faith commercially reasonable efforts to improve the quality of operations and programming at the Facility . 2 . 2 Scope of Services -- Generally . PFPC shall take all reasonable precautions to prevent damage to the Facility , from fire or other causes , to prevent bodily and other personal injury , and to prevent loss from theft or other causes . Such precautions shall include taking any action required by the County's or PFPC ' s insurance carriers . PFPC shall inspect the Facility daily with reasonable care to ensure dangerous or unsafe conditions are eliminated or remediated to the greatest extent reasonably possible . 3 Docusign Envelope ID : CO3CBB42 -6385 -4265-A237- I BAD6C002EB8 2 . 3 PFPC Specific Services and Responsibilities . Without limiting the generality of the foregoing , and subject to the provisions hereof, PFPC shall ( except as otherwise expressly provided herein ) engage in all the following at the Facility : ( a ) Administer relationships with all food enterprises engaged with PFPC ; ( b ) Negotiate , execute in its own name , deliver and administer any and all licenses , occupancy agreements , rental agreements , advertising agreements , supplier agreements , service contracts , including , without limitation , contracts for cleaning , waste disposal , general maintenance and inspection of all systems , equipment , and other safety equipment , staffing and personnel needs , and other services which are necessary or appropriate and all other contracts and agreements in connection with the management , promotion and operation of the Facility ; ( c) Establish and adjust lease , license , rent , and user fees . In determining such fees and rate schedules , PFPC shall evaluate comparable charges for similar services at similar and competing facilities ; ( d ) Provide discounted usage fees to Orange County residents who use the services of PFPC ; ( e ) After consultation with the County , institute or defend , with counsel agreed to by both parties , such legal actions or proceedings as PFPC shall deem necessary or appropriate in connection with the operation of the Facility , including , without limitation , to collect charges , rent , user fees , or other revenues due or to cancel , terminate or sue for damages under , any license , or service agreement for the breach thereof or uncured default thereunder by any licensee , lessee , tenant , or user of the Facility ; (f) Provide day-to - day administrative services in support of its management activities pursuant to annual plans described herein , including , but not limited to , the acquisition of services , equipment , supplies and facilities ; internal budgeting and accounting ; maintenance and property management , personnel management ; record - keeping ; collections and billing ; and similar services ; ( g ) In providing services PFPC may access the County' s language translation services at no charge provided that such services are available , however PFPC access shall not take precedence or have priority over the day-to - day business of the County' s language translation services ; ( h ) Engage in such advertising and promotional activities as PFPC deems necessary or appropriate to develop the potential of the Facility and the cultivation of broad community support . PFPC shall work with the Orange County Economic Development Department , Chamber of Commerce , N . C . Cooperative Extension , Durham Technical Community College , Carolina Farm Stewardship Association , area farmers markets , alliance of 4 Docusign Envelope ID : CO3CBB42-6385 -4265-A237- 1BAD6C002EB8 business groups and government groups as designated by County through the Contract Administrator to market PFPC services . In connection with its activities under this Agreement , including without limitation advertising relating to the Facility ; ( i ) Offer annual PFPC Open House and Report for the public with invitation to Orange County elected leaders , to report on the annual impacts of PFPC operations on local food economy ; (j ) Collaborate with the Orange County Center of N . C . Cooperative Extension to conduct a minimum of two workshops annually for farmers to help them better understand how to access and use PFPC as a resource for value -added products ; ( k ) Develop licensee , lessee , tenant , and user awareness of local farm products and encourage local sourcing ; ( 1 ) Conduct outreach efforts yearly to appropriate programs that can benefit from interaction with PFPC resources and staff ( i . e . , N . C . State Extension Farm School , Orange County Agricultural Summit , Young Chef competitions , and area high schools ) ; ( m ) Evaluate and adjust the operational hours and days of the Facility as needed . Should operational hours and days be reduced to such an extent that the reduction negatively impacts Orange County residents the County shall notify PFPC of such impact and PFPC shall cooperate with the County to restore operation hours and days as needed to alleviate the negative impact ; ( n ) As set forth herein , submit all financial and other impact reports detailing PFPC ' s activities regarding the Facility to the County in a timely manner ; ( o ) Operate the Facility in conformance with the County' s recycling policies and procedures as communicated by the Contract Administrator . The County will provide to the Facility such recycling facilities and services as it provides to other County buildings for use by PFPC for recyclable materials generated at the Facility ; ( p ) Pay all Facility utility costs . Utilities include water , sewer, electricity , internet , and natural gas ; ( q ) Be solely responsible for all signage at the Facility . This includes , but is not limited to , approvals , cost , installation , maintenance , and repair ; ( r) Use the Facility only as a food processing center with associated office space , and for no other purposes except as provided herein without the County' s express prior written consent . PFPC shall not use the Facility for any unlawful purpose or in any manner that might constitute a nuisance . PFPC shall comply with all land use covenants and all ordinances and regulations of governmental authorities applicable to the Facility ; 5 Docusign Envelope ID : CO3CBB42 -6385 -4265-A237- I BAD6C002EB8 (s ) Shall comply with the Orange County Living Wage Policy with regard to PFPC employees , the Orange County Smoke Free Public Places Rule , and to the extent it offers greater protections than Section 10 . 1 herein the Orange County Non - Discrimination Policy as each may be amended from time to time ; (t ) Require criminal background checks on all PFPC agents , contractors , and employees providing or engaging in programs for sensitive populations and groups (such as youth or seniors ) at the Facility and shall require licensees , lessees , tenants , and users to conduct criminal background checks on all agents , contractors , employees , and individuals providing or engaging in programs for sensitive populations and groups at the Facility and verify such criminal background checks were conducted by those licensees , lessees , tenants , and users and keep such reports on file and available for inspection . 2 . 4 County Right of Entry ; Right of Use . ( a ) Representatives of the County designated in writing by the Contract Administrator shall have the right at appropriate times , to enter all portions of the Facility to inspect same , to observe the performance of PFPC of its obligations under this Agreement , to install , remove , adjust , repair, replace or otherwise handle any equipment , utility lines , or other matters in , on , or about the Facility , or to do any act or thing which the County may be obligated or have the right to do under this Agreement or otherwise . Nothing contained in this Section is intended or shall be construed to limit any other rights of the County under this Agreement . The County shall not unreasonably interfere with the activities of PFPC hereunder , and the County' s actions shall be conducted such that disruption of PFPC ' s work shall be kept to a minimum . Nothing in this Section shall impose or be construed to impose upon the County any independent obligation to inspect , construct or maintain or make repairs , replacements , alterations , additions or improvements or create any independent liability for any failure to do so . ( b ) At its own risk , the County may access and use the Facility up to two times per month for such purposes as the County in its sole discretion deems reasonable . Such use shall be subject to the County providing reasonable advance notice and shall not unreasonably impair or interfere with PFPC ' s use of the Facility . 2 . 5 Compensation and Revenues . ( a ) PFPC shall receive no monetary compensation for services provided pursuant to this Agreement . Full compensation and consideration to PFPC for its services shall consist of PFPC 's access to and use of the Facility and Capital Equipment . PFPC acknowledges the receipt and sufficiency of such consideration . ( b ) Operating Revenues . PFPC shall provide annual financial reports , or more frequently as requested by the County , that demonstrate that all revenue and resources generated by the Facility is reinvested in the operations , maintenance , improvement , and expansion of services to the local food system . PFPC shall endeavor to provide a third - party annual financial audit as revenues allow . 6 Docusign Envelope ID : CO3CBB42-6385-4265-A237- I BAD6C002EB8 3 . Term and Renewal . 3 . 1 Management Contract Term and Renewal Term . ( a ) The " Management Term " of this Agreement shall commence on the date the County signs this Agreement with PFPC and continue for a period of five ( 5 ) years unless earlier terminated pursuant to the provisions of this Agreement . ( b ) The parties hereto may extend the term hereof on the same terms and conditions for additional periods as agreed by County and PFPC ( each a " Renewal Term " ) commencing A mmediately after the Management Term or any Renewal Term , as applicable , through a written amendment to this Agreement . 3 . 2 New Contract . ( a ) If the County intends , upon termination or expiration of the Management Term or Renewal Term , to continue to provide management of the Facility through a private provider , providing this Agreement has not been terminated based upon a breach or uncured default by PFPC , then the County may , during the final year of the Management Term or Renewal Term , as the case may be , negotiate and discuss in good faith a new contract or arrangement with PFPC for the provision of such services following the completion of such term . The obligation to negotiate with PFPC is not intended to guarantee any contract rights for a future contract with PFPC or any specific terms of a new contract . The County may contract with PFPC or extend a contract with PFPC in its sole and absolute discretion . ( b ) Should the County determine that a new private provider is better suited to manage the Facility PFPC shall fully and reasonably cooperate with the County and the new private provider in transitioning from PFPC management to the new private provider' s management . 4 . Capital Improvements ; Capital Equipment . ( a ) The obligation to pay for , and authority to perform , direct , and supervise work on Capital Improvements shall remain exclusively with the County and will not be considered Operating Expenses . The County shall retain the sole discretion to determine whether and to what level to fund Capital Improvements to the Facility . Should PFPC determine Capital Improvements would benefit food processing services at the Facility , PFPC may request the County approve such Capital Improvements and upon the County' s written approval may fund such Capital Improvements through a separate written agreement . ( b ) The County shall maintain , repair , and replace as necessary the following items at the Facility : Roof and gutters , Exterior walls , Exterior doors and hardware , Electronic access control systems , County-owned refrigeration and freezer units , Fire controls and life safety systems , Heating , ventilation , and air- conditioning systems , Foundation , Paved parking area and front entrance to the building , County- owned emergency power 7 Docusign Envelope ID : CO3CBB42 -6385 -4265-A237- I BAD6C002EB8 generators , Dumpster corral , Capital Equipment owned by County as described in Exhibit A , as such may be modified from time to time . ( c ) PFPC shall maintain and repair at its own expense the following items : Exhaust systems related to kitchen operation , Interior flooring and finishes , Interior plumbing and drainage systems . Kitchen equipment , including any equipment associated with the j prepping , cooking , and storage of food . Including but not limited to steam generators , steam kettles , gas ranges , blast freezers , bottle fillers , slicers , food processors , dehydrators , bottle filters , etc . , and any other Capital Equipment as described in Exhibit A . ( d ) PFPC will use its own funding and any funds secured from grants and partnerships to acquire and maintain new Capital Equipment necessary for delivering user services . Upon acquisition such Capital Equipment shall be listed in Exhibit A . ( e ) The cost of repair of County- owned and maintained equipment due to negligence of PFPC employees , contractors , guests , or invitees will be borne by PFPC . (f) PFPC will make no substantial alteration , addition or improvement to the Facility without the prior written consent of the County as provided herein . (g ) PFPC shall not remove or alter any vegetation on the Facility' s exterior without the prior written consent of the County . 5 . Funds for Emergency Repairs . PFPC shall have the right to act , with the written consent of the County , in situations which PFPC and the County determine to be an emergency with respect to the safety , welfare and protection of the Facility' s licensees , lessees , tenants , and users and the general public . PFPC shall contact the Contract Administrator or other responsible party at the County for prior approval and determination . If the emergency requires immediate action and prior notice cannot reasonably be given , PFPC shall inform the Contract Administrator immediately following such action . 6 . Records , Audits , Reports , and Documents . 6 . 1 Records and Audits . PFPC shall keep full and accurate accounting records relating to its activities at the Facility in accordance with generally accepted United States accounting principles . PFPC shall maintain a system of bookkeeping adequate for its operations hereunder and sufficient to allow the County to determine PFPC ' s financial stability , PFPC ' s compliance with this Agreement , and the Facility' s complete financial status and performance at any time . PFPC shall adjust its accounting procedures upon request by the County to conform with any applicable requirements of state or federal law or with the reasonable recommendations of the County's Chief Financial Officer . PFPC shall give the County' s s Docusign Envelope ID : CO3CB1342-63854265 -A237- 1 BAD6C002EB8 authorized representatives access to all books and accounting records at any reasonable time . PFPC shall keep and preserve all books and accounting records for at least three ( 3 ) years following each Fiscal Year , including Operating Revenues and Operating Expenses for such period . In addition , on or before ninety ( 90 ) days following each Fiscal Year for which PFPC is managing the Facility hereunder , PFPC shall furnish to the County a balance sheet , a statement of profit or loss , and a statement of cash flows for the Facility for the preceding Fiscal Year , prepared in accordance with generally accepted United States accounting principles to be audited by the County' s independent auditor or other independent auditor chosen by the County . The audit shall contain an opinion expressed by the independent auditor of the accuracy of financial records kept by PFPC . The audit shall also provide a certification of Operating Revenues and Operating Expenses as defined in this Agreement for such Fiscal Year . The costs of such audit shall be borne by the County . 6 . 2 Other Records and Documents . PFPC shall provide all other records and documents , including minutes of the governing body , requested by County . Such documentation should be provided within thirty ( 30 ) days of County' s request . Privileged communications and confidential personnel information are not subject to this requirement . 7 . Indemnification and Insurance . 7 . 1 Indemnification . ( a ) PFPC SHALL DEFEND , INDEMNIFY AND HOLD HARMLESS THE COUNTY AND ITS OFFICIALS , DIRECTORS , OFFICERS , EMPLOYEES , AGENTS , CONTRACTORS , SUCCESSORS , AND ASSIGNS AGAINST ANY CLAIMS , CAUSES OF ACTION , COSTS , EXPENSES ( INCLUDING REASONABLE ATTORNEYS ' FEES ) LIABILITIES , OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY ( 1 ) NEGLIGENT ACT , GROSSLY NEGLIGENT ACT OR OMISSION , OR WILLFUL MISCONDUCT , ON THE PART OF PFPC OR ANY OF ITS EMPLOYEES , OFFICERS , OR AGENTS IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT ; ( 11 ) BREACH BY PFPC OF ANY OF ITS REPRESENTATIONS , COVENANTS OR AGREEMENTS MADE HEREIN ; OR ( 11 ) THE ACTS OR OMISSIONS OF ANY GUESTS OR INVITEES OF PFPC . ( b ) The County shall , to the extent permitted by North Carolina law , and with respect to personal injury liability and property damage liability , to the extent covered by liability insurance maintained by the County from time to time , indemnify and hold harmless PFPC , its partners , officers , agents and employees from and against any claims , causes of action , costs , liabilities , or damages (for purposes of this subsection " Losses " ) arising from ( 1 ) a material default or breach by the County of its obligations specified herein , ( ii ) any known or apparent structural defect with respect to the Facility so long as County has been notified in writing of same by PFPC , save and except structural defects caused by the negligence or willful conduct of PFPC , its guests , or invitees , and ( iii ) any act or 9 Docusign Envelope ID : CO3CBB42 -6385 -4265-A237- I BAD6C002EB8 omission carried out by PFPC at the specific written direction or written instruction of the County' s Contract Administrator and where PFPC follows such written direction or written instruction with reasonable care and free from negligence . Provided , however , that the foregoing indemnification shall not extend to Losses to the extent such Losses arise from any uncured default or breach by PFPC of its obligations specified herein or any negligence , gross negligence , or willful misconduct of PFPC or its agents , contractors , employees , or guests or invitees of PFPC . Losses do not include loss of profit , revenue , use , business , goodwill , or indirect loss . ( c ) With respect to each separate matter brought by any third party against which a party hereto ( " Indemnitee " ) is indemnified by the other party ( " Indemnitor" ) under this Section , the Indemnitor shall be responsible , at its sole cost and expense , for controlling , litigating , defending and otherwise attempting to resolve any proceeding , claim , or cause of action underlying such matter , except that ( i ) the Indemnitee may , at its option , participate in such defense or resolution at its expense and through counsel of its choice ; ( ii ) the Indemnitee may , at its option , assume control of such defense or resolution if the Indemnitor does not promptly and diligently pursue such defense or resolution , provided that the Indemnitor shall continue to be obligated to indemnify the Indemnitee hereunder in connection therewith ; and ( iii ) neither Indemnitor nor Indemnitee shall agree to any settlement without the other party ' s prior written consent (which shall not be unreasonably withheld or delayed ) . In any event , Indemnitor and Indemnitee shall in good faith cooperate with each other and their respective counsel with respect to all such actions or proceedings , at the Indemnitor' s sole expense . With respect to each and every matter with respect to which any indemnification may be sought hereunder , upon receiving notice pertaining to such matter , Indemnitee shall promptly ( and in no event more than ten ( 10 ) days after any third - party litigation is commenced asserting such claim ) give reasonably detailed written notice to the Indemnitor of the nature of such matter and the amount demanded or claimed in connection therewith . ( d ) The provisions set forth in subparagraphs ( a ) , ( b ) , and ( c ) above shall survive termination of this Agreement ; provided , however , that a claim for indemnification pursuant to Section 7 . 1 shall be valid only if the party entitled to such indemnification provides written notice thereof to the other party as provided herein with regard to third - party litigation and within three years from the date an indemnification event arises for all other indemnification matters . ( e ) The terms of all insurance policies referred to in Section 7 , including without limitation ( 1 ) the property insurance policies of the County and ( ii ) the policies of any independent contractors retained by PFPC shall preclude subrogation claims against the County and its officers , officials , employees and agents . PFPC hereby grants to the County a waiver of any right to subrogation which any insurer of PFPC may acquire against the County by virtue of the payment of any loss under such insurance . PFPC agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation . This provision applies regardless of whether or not PFPC has received a waiver of subrogation endorsement from the insurer . PFPC and the County hereby release each other from and against any and all loss or damage to property arising out of or incident to any peril 10 Docusign Envelope ID : CO3CBB42-6385-4265 -A237- IBAD6C002EB8 required to be insured against herein . The effect of such release is not limited to the amount of insurance actually carried or required to be carried , to the actual proceeds received after a loss or to any deductibles applicable thereto . Each party shall have the insurance company include an endorsement acknowledging this waiver , if necessary . Either party' s failure to carry the required insurance shall not invalidate this waiver . 7 . 2 Liability Insurance . ( a ) The policy limits shown below are minimums . If PFPC maintains broader coverage or higher limits than the minimums shown herein , the County shall be entitled to the broader coverage and higher limits maintained by PFPC . Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the County . ( b ) PFPC shall secure and deliver to the Contract Administrator prior to the commencement of the Management Term and shall keep in force at all times during any period in which PFPC has operations at the Facility , a commercial liability occurrence insurance policy , including public liability and property damage , covering the premises and the operations hereunder , in the amount of One Million Dollars ( $ 1 , 000 , 000 . 00 ) for bodily injury and One Million Dollars ($ 1 , 000 , 000 . 00 ) for property damage , including products and completed operations and independent contractors . ( c) PFPC shall also maintain Property Damage Insurance with a single limit of not less than One Million Dollars ($ 1 , 000 , 000 . 00 ) per occurrence . ( d ) PFPC shall also maintain Umbrella liability insurance from these limits up to no less than a limit of Five Million Dollars ($ 5 , 000 , 000 ) . PFPC shall be the named insured under all such policies . The County shall be an additional insured under the foregoing insurance policies , as its interests may appear , and said policies shall contain a provision covering the parties ' indemnification liabilities to each other . ( e ) Certificates of insurance naming County and evidencing all the policies required of PFPC hereunder along with copies of the paid receipts therefor shall be delivered to the Contract Administrator prior to the commencement of this Agreement . Notwithstanding the provisions of this Section 7 . 2 , the parties hereto acknowledge that the above policies may contain exclusions from coverage which are reasonable and customary for policies of such type . Each such policy or certificate shall contain a valid provision or endorsement stating , "This policy will not be canceled or materially changed or altered without first giving thirty ( 30 ) days ' written notice thereof to Orange County , North Carolina , Attention : Orange County Risk Manager , P . O . Box 8181 , Hillsborough , NC 27278 , sent by certified mail , return receipt requested . " (f) The additionally insured endorsement shall further provide the County , its officers , officials , employees , and agents are to be covered as additional insureds on the commercial general liability policy with respect to liability arising out of work or operations performed by or on behalf of PFPC including materials , parts , or equipment furnished in 11 Docusign Envelope ID : CO3CBB42 -6385 -4265 -A237- I BAD6C002EB8 connection with such work or operations . General liability coverage can be provided in the form of an endorsement to PFPC ' s insurance ( at least as broad as ISO Form CG 20 10 11 85 or if not available , through the addition of both CG 20 101 CG 20 26 ) CG 20 33 , or CG 20 38 ; and CG 20 37 if a later edition is used ) . ( g ) With respect to policies procured by it , PFPC shall deliver to the Contract Administrator satisfactory evidence of such renewal of such policies prior to a policy' s expiration date except for any policy expiring on the termination or expiration date of this Agreement or thereafter . ( h ) Except as provided in Sections 7 . 5 and 7 . 6 , all insurance procured by PFPC in accordance with the requirements of this Agreement shall be primary over any insurance carried by the County and shall not require contribution by the County . 7 . 3 Worker' s Compensation Insurance . Unless explicitly exempted under law , PFPC shall at all times maintain worker' s compensation insurance ( including occupational disease hazards ) with an authorized insurance company or through the North Carolina State Compensation Insurance Fund or through an authorized self- insurance plan approved by the State of North Carolina insuring its employees at the Facility in amounts equal to or greater than required under law . 7 . 4 Fidelity Insurance . PFPC shall maintain during the term of this Agreement Fidelity Insurance covering all of PFPC ' s personnel under this Agreement in the amount of Five Hundred Thousand Dollars ( $ 500 , 000 . 00 ) for each loss , to reimburse the County for Losses experienced due to the dishonest acts of PFPC 's employees . 7 . 5 Property Insurance . PFPC shall maintain sufficient property damage or loss insurance to cover personal property owned by PFPC and the County at the Facility and shall maintain such insurance beginning as of the date hereof and continuing throughout all periods in which PFPC has any operations at the Facility . The County shall maintain property insurance covering the premises of the Facility . Certificates evidencing the existence of the policies shall be delivered to PFPC and to the Contract Administrator prior to the commencement of the Management Term . Notwithstanding the provisions of this Section 7 . 5 , the parties hereto acknowledge that the above policies may contain exclusions from coverage which are reasonable and customary for policies of such type . With respect to policies procured by it , the Contract Administrator on behalf of the County shall deliver to PFPC satisfactory evidence of such renewal of such policies at least twenty ( 20 ) days after a policy' s expiration date except for any policy expiring on the termination date of this Agreement or thereafter . 12 Docusign Envelope ID : CO3CBB42 -6385-4265-A237- I BAD6C002EB8 7 . 6 Certain Other Insurance . ( a ) If any Agreements signed by PFPC prior to the Effective Date (the " Pre - existing Agreements " ) consist of agreements with independent contractors to provide services in respect of the Facility , PFPC shall use its best efforts to cause such contractors to name PFPC as an additional insured under any insurance maintained by such contractors pursuant to the terms of such Pre - existing Agreements and in such event to deliver to PFPC promptly after request therefor a certified copy of such policy and a certificate evidencing the existence thereof. In addition , if PFPC enters into any agreements during the Management Term and any Renewal Term with any independent contractors for the provision of services hereunder, PFPC shall have the right to require such contractors to name PFPC as an additional insured under any insurance required by PFPC thereunder and to deliver to PFPC prior to the performance of such services a certified copy of such policy, plus a certificate evidencing the existence thereof, which policy contains the same type of endorsements and provisions as provided in Sections 7 . 2 ( c ) and 7 . 2 ( d ) . If PFPC does require such contractors to name PFPC as an additional insured under any insurance required by PFPC , it shall also require such contractors to name the County as an additional insured and such policies shall contain the same type of endorsements and provisions as provided in Sections 7 . 2 ( c ) and 7 . 2 ( d ) . ( b ) PFPC shall , within ninety ( 90 ) days of the date of this Agreement and at least yearly thereafter , review the insurance carried by the County and PFPC covering the Facility or any of PFPC ' s or the County' s operations at the Facility , or required of third parties using the Facility , with regard to PFPC ' s experiences at other similar facilities , and shall within fifteen ( 15 ) days of such review advise the County in writing of the results of its review and of any changes , additions or increases to the insurance requirements hereunder or applicable to third parties which are advisable under best facility management practices . ( c ) The parties hereto shall each immediately notify the other , along with any applicable insurance carrier(s ) , in writing of any occurrence or discovery which could result in an insurance claim hereunder . ( d ) PFPC shall require reasonable liability insurance from all third - party licensees , lessees , tenants , and users of the Facility and shall enforce the provisions contained in all third - party contracts entered into in connection with the Facility , including the insurance requirement contained in all County approved event license , concessionaire , subcontractor and other similar agreements . All such liability insurance shall name PFPC and Orange County as additional insureds . ( e ) Self- insured retentions (SIR ) must be declared to and approved by the County . The County may require PFPC to purchase coverage with a lower retention or provide proof of ability to pay Losses and related investigations , claim administration , and defense expenses within the retention . The policy language shall provide , or be endorsed to provide , that the SIR shall be satisfied by PFPC , but may , at the County' s sole discretion , be satisfied by the County . The commercial general liability and any policies , including excess liability policies , may not be subject to SIR that exceed $ 2 , 500 unless approved 13 Docusign Envelope ID : CO3CBB42 -6385 -4265 -A237- I BAD6C002EB8 in writing by the County . Any and all deductibles and SIR shall be the sole responsibility of PFPC and shall not apply to the County except as stated in this subsection . Policies shall NOT contain any SIR provision that limits the satisfaction of the SIR to PFPC . County reserves the right to obtain a copy of any policies and endorsements for verification . 8 . Ownership of Assets and County Obligations . 8 . 1 Ownership . ( a ) The ownership of buildings and real estate , technical and office equipment and facilities , furniture , displays , fixtures , and similar personal property owned by the County located at the Facility shall remain with the County . Ownership of equipment , furnishings , materials or fixtures not considered to be real property and other personal property purchased by PFPC with County funds for use at and for the Facility shall vest in the County automatically and immediately upon purchase or acquisition ; however , those purchased by PFPC with its own funds shall vest in PFPC automatically and immediately upon purchase or acquisition . The assets of the County as described herein shall not be pledged , liened , encumbered , or otherwise alienated or assigned by PFPC , its officers , agents , employees , or contractors . ( b ) Ownership of and title to all intellectual property rights of whatsoever value , related to the Facility in any way , shall remain the sole property of the County , with the exception of any inventions , original works of authorship , developments , improvements , trade secrets , products , or proprietary software developed by PFPC , or any PFPC contractor , licensee or user of the Facility , prior to the date of this Agreement or after the date of this Agreement ( " PFPC Inventions " ) . PFPC Inventions are not assigned to the County pursuant to this Agreement . ( c ) All Capital Equipment owned by the County as described in Exhibit A , as such may be amended from time to time , together with all Capital Equipment that may be purchased by the County , regardless of funding source , and installed in the Facility during the term of this Agreement shall vest in the County automatically . Unless purchased from the County by PFPC through a separate agreement , such Capital Equipment shall not be removed or disturbed by PFPC for any reason without the express written authorization of the County . ( d ) All Capital Equipment owned by PFPC as described in Exhibit A , together with all Capital Equipment that may be purchased by PFPC , unless such Capital Equipment is purchased for PFPC ' s use by the County , and installed in the Facility during the term of this Agreement shall vest in PFPC automatically . Capital Equipment purchased by the County for PFPC ' s use shall vest in the County upon purchase . ( 1 ) Upon termination of this Agreement for any reason other than the dissolution of PFPC or breach or uncured default by PFPC , PFPC may remove Capital Equipment owned by PFPC . PFPC shall be solely and fully responsible for any damage to the Facility caused by such removal , shall mitigate and repair such 14 Docusign Envelope ID : CO3CBB42-6385 -4265-A237- 1 BAD6C002EB8 damage , and shall return the Facility to the same condition in which it existed prior to causing such damage . ( ii ) Upon termination of this Agreement for corporate dissolution of PFPC or breach or uncured default by PFPC all Capital Equipment owned by PFPC shall , unless otherwise provided for by law , vest in Orange County to be used by the County , to the extent practical , for food processing center purposes . 8 . 2 County Obligations . ( a ) Except as herein otherwise set forth , throughout the term of this Agreement , the County will maintain full beneficial use and ownership of the Facility and will pay , keep , observe and perform all payments , terms , covenants , conditions and obligations under any bonds , debentures or other security agreements or contracts relating to the Facility to which the County may be bound , and PFPC shall reasonably cooperate with the County in this regard . ( b ) The County shall be responsible for : ( 1 ) general maintenance and inspection of the fire control system located at the Facility ; (2 ) the timely removal of snow , ice or leaves from the walkways and ADA parking area ; ( 3 ) undertaking and directing all Capital Improvements and purchasing certain Capital Equipment as provided in Section 4 . 9 . Assignment . PFPC may not assign this Agreement nor any of the rights or obligations hereunder , without the express prior written consent of the County , which consent shall be given or not within the sole and absolute discretion of the County . 10 . Laws and Permits . 10 . 1 Permits , Licenses , Taxes , and Liens . PFPC shall procure and be responsible for the costs of any permits and licenses required for the business to be conducted by it hereunder . The County shall cooperate with PFPC in applying for such permits and licenses , but the County itself shall not necessarily be a licensee or permittee unless required by the applicable license or permit or unless required by the County for other reasons . PFPC shall deliver copies of all such permits and licenses to the Contract Administrator . PFPC shall pay promptly all taxes , excises , license fees , and permit fees of whatever nature arising from its operation , promotion and management of the Facility . PFPC shall use reasonable efforts to prevent mechanic' s or materialman ' s or any other lien from becoming attached to the premises or improvements at the Facility, or any part or parcel thereof, by reason of any work or labor performed or materials furnished by any mechanic or materialman . 10 . 2 Governmental Compliance . 15 Docusign Envelope ID : CO3CBB42-6385 -4265-A237- I BAD6C002EB8 PFPC , its officers , agents and employees shall comply with all Laws applicable to PFPC 's management of the Facility hereunder . With respect to the ADA , PFPC will comply with Title III of the ADA and the provision of such auxiliary aids or alternate services as may be required by the ADA . Nothing in this Section 10 . 2 or elsewhere in this Agreement shall , however , require PFPC to undertake any of the foregoing compliance activity , nor shall PFPC have any liability under this Agreement therefor , if ( a ) such activity requires any Capital Improvements , unless the County provides funds for such Capital Improvements pursuant to Section 4 . 0 hereof, or ( b ) any Pre - existing Agreement fails to require any licensee , lessee , tenant , or user of any portion of the Facilities to comply, and to be financially responsible for compliance , with Title III of the ADA in connection with any activities of such licensee , lessee , tenant , or user at the Facilities . Furthermore , PFPC shall have the right to require any licensee , lessee , tenant , or user of any portion of the Facility to comply , and to be financially responsible for compliance , with Title III of the ADA in connection with any activities of such licensee , lessee , tenant , or user at the Facility . 10 . 3 No Discrimination in Employment or Services . In connection with its performance under this Agreement , PFPC shall not refuse to hire , discharge , refuse to promote or demote , or discriminate in matters of compensation , or use of the Facility against , any Person otherwise qualified , solely because of age ( as defined in the Orange County Civil Rights Ordinance ) , race , ethnicity , color , national origin , religion , creed , sex , sexual orientation , gender , gender identity , gender expression , marital status , familial status , source of income , disability , political affiliation , veteran status , disabled veteran status , or natural hair texture or style . 11 . Termination . 11 . 1 Termination Upon Default . Either party may terminate this Agreement upon an uncured default by the other party hereunder . A party shall be in default hereunder such party fails in any material respect to perform or comply with any of the other terms , covenants , agreements or conditions hereof and such failure continues for more than thirty ( 30 ) days after written notice thereof from the other party . In the event that a default (other than a default in the payment of money) is not reasonably susceptible to being cured within the thirty ( 30 ) day period , the defaulting party shall not be considered in default if it shall within such thirty ( 30 ) day period have commenced with due diligence and dispatch to cure such default and within a reasonable time thereafter completes with dispatch and due diligence the curing of such default . 11 . 2 Termination Other than Upon Default . Either party may terminate this Agreement upon ninety ( 90 ) days written notice to the other party unless otherwise set forth herein . 16 Docusign Envelope ID : CO3CBB42-6385-4265-A237- IBAD6C002EB8 12 . Miscellaneous . 12 . 1 Surrender of Premises . Upon termination of this Agreement , PFPC shall surrender and vacate the Facility upon the effective date of such termination . The Facility and all equipment and furnishings shall be returned to the County in good repair , reasonable wear and tear excepted , to the extent funds were made available therefor by the County . All reports , records , including financial records , and documents maintained by PFPC at the Facility relating to this Agreement other than materials containing PFPC 's Confidential Information shall be immediately surrendered to the County by PFPC upon termination . The term " Confidential Information " means any and all non - public information or material concerning any aspect of PFPC 's Prior Inventions . 12 . 2 No Agency , Partnership , or Joint Venture . PFPC is an independent contractor , hereunder , and is not intended to be or to act as the agent of the County for purposes of the law of agency . Nothing herein contained is intended or shall be construed in any way to create or establish the relationship of partners or a joint venture between the County and PFPC . None of the officers , agents , or employees of PFPC shall be or be deemed to be employees or agents of the County for any purpose whatsoever . 12 . 3 Entire Agreement . This Agreement together with the Exhibits , contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreement and understandings with respect thereto . No other agreements , representations , warranties or other matters , whether oral or written , will be deemed to bind the parties hereto with respect to the subject matter hereof, unless in writing executed by the parties after the date hereof and referring to this Agreement . 12 . 4 Written Amendments . This Agreement shall not be altered , modified or amended in whole or in part , except in writing executed by each of the parties hereto . 12 . 5 Force Majeure . ( a ) No party will be liable or responsible to the other party for any delay , damage , loss , failure , or inability to perform caused by " Force Majeure " if notice is provided to the other party within ten ( 10 ) days of date on which such party gains actual knowledge of the event of " Force Majeure " that such party is unable to perform . The term " Force Majeure " as used in this Agreement means the following : an act of God , strike , war , public rioting , lightning , fire , storm , flood , inability to obtain materials or supplies due to a Force Majeure , epidemics , landslides , earthquakes , civil disturbances , breakage or accident to 17 Docusign Envelope ID : CO3CBB4M385-4265 -A237- I BAD 6CO02EB8 j! machinery or lines of equipment , temporary failure of equipment , freezing of equipment , terrorist acts , suspension pursuant to Section 12 . 16 , and any other cause whether of the kinds specifically enumerated above or otherwise which is not reasonably within the control of the party whose performance is to be excused and which by the exercise of due diligence could not be reasonably prevented or overcome . ( b ) Neither party hereto shall be under any obligation to supply any service or services if and to the extent and during any period that the supplying of any such service or services or the provision of any component necessary therefor shall be specifically prohibited or rationed by any Law . ( c) In the event of damage to or destruction of the Facility by reason of fire , storm or other casualty or occurrence of any nature or any regulatory action or requirements that , in either case , is expected to render the Facility materially unusable , either party may terminate this Agreement upon written notice to the other . 12 . 6 Binding Upon Successors and Assigns ; No Third - Party Beneficiaries ; Subordination . ( a ) This Agreement and the rights and obligations set forth herein shall inure to the benefit of , and be binding upon , the parties hereto and each of their respective successors and permitted assigns . ( b ) This Agreement shall not be construed as giving any Person , other than the parties hereto and their successors and permitted assigns , any legal or equitable right , remedy or claim under or in respect of this Agreement or any of the provisions herein contained , this Agreement and all provisions and conditions hereof being intended to be , and being , for the sole and exclusive benefit of the parties hereto and their successors and permitted assigns and for the benefit of no other Person . ( c ) This Agreement shall , at all times , be and remain subordinate to any deed of trust or other security interest which uses the Facility and the land upon which the Facility is located as security for funds borrowed by the County for the purchase or any addition to or expansion of the Facility , and the land upon which the Facility is located ; or borrowed for any other public purpose of the County , now or in the future . PFPC agrees to execute any acknowledgement of this subordination reasonably requested by a County lender . 12 . 7 Notices . Any notice , consent or other communication given pursuant to this Agreement must be in writing and will be effective either ( a ) when delivered personally to the party for whom intended , provided a delivery receipt is secured by the deliverer , ( b ) on the second business day following mailing by an overnight courier service that is generally recognized as reliable , ( c) on the fifth day following mailing by certified or registered mail , return receipt requested , postage prepaid , or ( d ) on the date transmitted by telecopy as shown on the telecopy confirmation therefor as long as such telecopy transmission is followed by mailing of such notice by certified or registered mail , return receipt requested , postage 18 Docusign Envelope ID : CO3CBB42-6385 -4265-A237- I BAD6C002EB8 prepaid , in any case addressed to such party as set forth below or as a party may designate by written notice given to the other party in accordance herewith . To the County : Director of Orange County Cooperative Extension P . O . Box 8181 Hillsborough , NC 27278 With a copy (which shall not constitute notice ) to : Orange County Attorney P . O . Box 8181 Hillsborough , NC 27278 To PFPC : Piedmont Food Processing Center 500 Valley Forge Rd Hillsborough NC 27278 Attention : Executive Director With a copy (which shall not constitute notice ) to : Legal Direction 4711 Hope Valley Road , Suite 4F , PMB 214 Durham , NC 27707 Attention : Donna Ray Berkelhammer, Esq . 12 . 8 Section Headings and Defined Terms . The section headings contained herein are for reference purposes only and shall not in any way affect the meaning and interpretation of this Agreement . The terms defined herein and in any agreement executed in connection herewith include the plural as well as the singular and the singular as well as the plural , and the use of masculine pronouns shall include the feminine and neuter . Except as otherwise indicated , all agreements defined herein refer to the same as from time to time amended or supplemented or the terms thereof waived or modified in accordance herewith and therewith . 12 . 9 Counterparts . If executed in hardcopy , this Agreement may be executed in two or more counterparts , each of which shall be deemed an original copy of this Agreement , and all of which , when taken together , shall be deemed to constitute but one and the same agreement . 12 . 10 Severability . 19 Docusign Envelope ID : CO3CBB42-6385-4265 -A237- I BAD6C002EB8 i �i The invalidity or unenforceability of any particular provision , or part of any provision , of this Agreement shall not affect the other provisions or parts hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions or parts were omitted . 12 . 11 Non -Waiver . A failure by either party to take any action with respect to any default or violation by the other of any of the terms , covenants , or conditions of this Agreement shall not in any respect limit , prejudice , diminish , or constitute a waiver of any rights of such party to act with respect to any prior , contemporaneous , or subsequent violation or default or with respect to any continuation or repetition of the original violation or default . 12 . 12 Consent and Signatures . Wherever the consent or approval of a party is required under the terms of this Agreement , the party whose consent or approval is required shall not unreasonably withhold , condition or delay such consent or approval . Each party hereto consents to the use of electronic signatures . This Agreement , together with any amendments or modifications , may be executed electronically . All electronic signatures affixed hereto evidence the consent of the parties to utilize electronic signatures and the intent of the i parties to comply with Article 11 A and Article 40 of North Carolina General Statute Chapter 66 12 . 13 Certain Representations and Warranties . ( a ) The County represents and warrants to PFPC the following : ( 1 ) all required approvals have been obtained , and the County has full legal right , power and authority to enter into and perform its obligations hereunder , and ( ii ) this Agreement has been duly executed I` and delivered by the County and constitutes a valid and binding obligation of the County , enforceable in accordance with its terms , except as such enforceability may be limited by bankruptcy , insolvency , reorganization or similar laws affecting creditors ' rights generally or by general equitable principles . ( b ) PFPC represents and warrants to the County the following : ( i ) all required approvals have been obtained , and PFPC has full legal right , power and authority to enter into and perform its obligations hereunder , ( ii ) PFPC is a registered corporate entity authorized to do business in North Carolina , and ( iii ) this Agreement has been duly executed and delivered by PFPC and constitutes a valid and binding obligation of PFPC , enforceable in accordance with its terms , except as such enforceability may be limited by bankruptcy , insolvency , reorganization or similar laws affecting creditors ' rights generally or by general equitable principles . 12 . 14 Governing Law ; Consent to Venue and Jurisdiction ; Attorneys ' Fees . 20 Docusign Envelope ID : CO3CBB42 -6385-4265-A237- I BAD6C002EB8 This Agreement will be governed by and construed in accordance with the laws of the State of North Carolina and Orange County , without giving effect to otherwise applicable principles of conflicts of law . The parties hereby expressly agree that this Agreement is made and is to be performed solely in Orange County , North Carolina , and hereby consent to the subject matter and personal jurisdiction of the General Court of Justice of North Carolina sitting in Orange County , North Carolina and to venue in Orange County , North Carolina . If a party hereto institutes legal action against the other party to interpret or enforce this Agreement or to obtain damages for any alleged breach , each party shall be responsible for its own attorneys ' fees . Binding arbitration may not be initiated by either party , however , the parties shall engage in nonbinding mediation of any dispute prior to the bringing of a claim , complaint , suit , or action on that dispute . 12 . 15 Hazardous Substances . ( a ) PFPC shall not cause or permit any Hazardous Substance ( defined below) to be used , stored , generated or disposed of on or in the Facility. If Hazardous Substances are unlawfully used , stored , generated or disposed of on or in the Facility, or if the Facility becomes contaminated in any manner for which PFPC is responsible or liable , PFPC shall , to the extent permitted by law, indemnify and hold harmless County from any and all claims , damages , fines , judgments , penalties , costs , liabilities or Losses ( including , without limitation , a decrease in value of the Facility or improvements , damages due to loss or restriction of rentable or usable space , or any damages due to adverse impact on marketing of the space , and any and all sums paid for settlement of claims , attorneys ' fees , consultant and expert fees ) arising during or after the term hereof and arising as a result of such use , storage , generation , disposal , or contamination by PFPC . This indemnification includes , without limitation , any and all costs incurred due to any investigation of the site , or any cleanup , removal , or restoration mandated by a federal , state , or local agency or political subdivision . Without limitation of the foregoing , if PFPC causes or permits the presence of any Hazardous Substance on the Facility premises and such results in contamination , PFPC shall promptly, at its sole expense , take any and all necessary actions to return the Facility premises to the condition existing prior to the presence of any such Hazardous Substance on the Facility premises after first obtaining County' s approval for such remedial action . Pesticides , herbicides , and insecticides shall not be used at the Facility without the express consent of County. PFPC agrees to comply with all applicable North Carolina and Federal Hazardous Substances and materials laws in exercising its rights under this Agreement . PFPC solely and exclusively responsible for prohibiting the introduction of Hazardous Substances to the Facility by any user, licensee , lessee , or tenant and upon the discovery of such introduced substances shall take immediate action to remove such Hazardous Substances and the offending user, licensee , lessee , or tenant from the Facility. ( b ) " Hazardous Substances " shall mean any hazardous wastes , hazardous substances , hazardous constituents , toxic substances or related materials , any substance which is toxic , ignitable , reactive , or corrosive , whether solids , liquids or gases , including but not limited to substances defined as " hazardous waste " , " extremely hazardous waste " , " hazardous substances , " " toxic substances , " " pollutants , " " contaminants , " " radioactive 21 i Docusign Envelope ID : CO3CBB42-6385 -4265 -A237- I BAD6C002EB8 materials , " or other similar designations in , or otherwise subject to regulation under, the Comprehensive Environmental Response , Compensation and Liability Act of 1980 , as amended by the Superfund Amendments and Reauthorization Act of 1986 ( CERCLA ) , 42 U . S . C . § § 9601 et seq . ; the Toxic Substance Control Act (TSCA) , 15 U . S . C . § § 2601 et seq . ; the Hazardous Materials Transportation Act , 49 U . S . C . § § 1802 et seq . ; the Resource Conservation and Recovery Act ( RCRA ) , 42 U . S . C . § § 9601 et seq . ; The Clean Water Act ( CWA ) , 33 U . S . C . § § 1251 et seq . ; the Safe Drinking Water Act , 42 U . S . C . § § 300 (f) et seq . ; the Clean Air Act ( CAA ) , 42 U . S . C . § § 7401 et seq . ; all as amended ; any law, rule , or regulation , federal , state or local , now or hereafter in existence , governing or relating to the creation , use , storage , sale , retention , or transportation of hazardous or toxic substances and wastes ; in the plans , rules , regulations or ordinances adopted , or other criteria and guidelines promulgated pursuant to the preceding laws or other similar laws , regulations , rule or ordinance now or hereafter in effect ; and any other substances , constituents or wastes subject to environmental regulations under any applicable federal , state or local law, regulation or ordinance now or hereafter in effect . " Hazardous Substance " includes but is not restricted to asbestos , polychlorobiphenyls (" PCBs " ) , and petroleum ( in any form or nature ) . ( c ) Hazardous Substances shall not include Diesel Fuel maintained on site to fuel the emergency power generator, liquid nitrogen maintained on site for product preparation and storage , and typical cleaning supplies , all of which PFPC shall use and store in a safe and reasonable manner. 12 . 16 States of Emergency . During any state of emergency affecting Orange County that is declared or proclaimed pursuant to the authority granted by Article I of North Carolina General Statute 166A the County may suspend the terms of this Agreement , restrict access to the Facty , and utilize the Facility as may be needed if it is determined by Orange County officials that doing so will assist in addressing the cause or effects of the emergency . Action taken pursuant to this Section shall not constitute a default or breach of the Agreement by either party . SIGNATURE PAGE TO FOLLOW 22 Docusign Envelope ID : CO3CBB42-6385-4265-A237- 1 BAD6C002EB8 IN WITNESS WHEREOF , this Agreement has been duly executed by the parties hereto as of the day and year first above written . ftgp County, North Carolina JaPd0004gX Jamezetta Bedford , Chair Orange County Board of Commissioners Pied top it Food Processing Center Name : Title : Executive Director , Piedmont Food Processing Center This instrument has been pre -audited in the manner required by the Local Government Fiscal Control Act . ��t,vy �ov�,r�,la�ovL Gary Donaldson , Orange County Chief Financial Officer 23 Docusign Envelope ID : CO3CBB42-6385 -4265-A237- 1 BAD6C002EB8 V EXHIBIT Orange County Equipment At Piedmont Food Processing Center Item Description Make & Model Serial Asset Tag Replacement Cost Kitchen Owner COMMENT LNOZ Blast Freezer- Double cabine MARTIN BARON MBI 2-18-0002-24 13683 $ 35e000 AG Room OC WTampDlshwasher JACKSON TEMPSTAR 13694 $ S1e= AG Room PFPC Purchased by PFPC thru OC loan HOSHIZAKI KM-600MAH 1107411161 13685 $ Se079 AG Room OC SOUTBEND BGS/23C 231-197028 14325 $ 5,179 Dry Kitchen OC VULCAN V6836S34 13631 $ 6,289 Dry Kitchen OC ProoW& Retarder BAXTER 13682 $ 1%011 Dry Kitchen OC Candy CookeWIxer FIREMIXER FM-14 13686 $ 20,125 Mixed Use OC Bottte filler SIMPLEX VS-1 8449 13688 $ 111750 Mixed Use OC JuicepressandFrustlirJnder GOODNATUREXI 21929-2 13689 $ 90500 Mixed Use OC Soo Wmt CLEVELAND 24CGM200 13572 $ 19e044 Wet Kitchen PFPC Purchased by PFPC thru OC loan #1 CLEVELAND KDL60-T 1.10523E+11 13673 $ 13,879 Wet Kitchen OC 60 gal Stearn Kettle, tilt CLEVELAND KGL60-T 13674 $ 30,689 Wet Kitchen OC VULCANVG30 1 463002262 13675 $ 25,970 Wet Kitchen OC VULCAN VGB36S34 481694221 13676 $ 6,289 Wet Kitchen OC tT#j t SOUTBEND BGS/23C 1 231-197026 1 14234 $ S,179 Wet Kitchen OC Ainr essential equipment - do not aai,d to replacement schedule�row n i 24