Agenda 10-19-2021; 8-h - Approval of the Management Services Agreement for the Piedmont Food Processing Center

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6 2. PFPC Scope of Services and Revenues 2.1 Engagement. (a) General Scope. The County hereby engages 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. (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 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, upon daily opening and closing the Facility, inspect the Facility with reasonable care to ensure dangerous or unsafe conditions are addressed and to the extent possible remediated. 2.3 Specific Services. Without limiting the generality of the foregoing, and subject to the provisions hereof, PFPC shall provide, and shall have the authority to provide without(except as otherwise 4