College Pantry Agreement

Transcription

1 SLS SAMPLE DOCUMENT 07/09/17 College Pantry Agreement This is a College Pantry Agreement ( Agreement ) dated as of, 20, between [ ], a California nonprofit public benefit corporation ( Client ), and, a ( Partner ). BACKGROUND A. Client is a nonprofit organization that provides nutritious food and nutrition education to people in need, educates the public, and promotes public policies that address hunger and its root causes. B. Client administers the College Pantry Program ( Program ), which aims to help alleviate the growing food insecurity experienced by many college students by providing nutritious food to students and their families in convenient, safe, and familiar locations. C. Partner is a college that desires to participate in the Program. Client has approved Partner s participation, on the terms and conditions set out in this Agreement. D. The program plan attached as Exhibit A ( Plan ) includes information about Partner food program sites and sets out detailed information regarding contact persons and other matters. Client and Partner agree as follows: 1. PRODUCT DISTRIBUTION; PAYMENT 1.1 Approved Sites Partner will store and distribute food and other products received from Client (together, Products ) only at distribution sites listed on the Plan ( Approved Sites ). Each Approved Site must at all times be accessible by Client s delivery truck and have room for tables, pallets, and food recipients ( Clients ). Partner may add or change Approved Sites with Client s prior written approval. 1.2 Amounts of Products and Services Partner will have access to produce and donated Products at no charge to Partner, and may have access to other Products at Client s discretion. Partner will order Products only in an amount necessary for carrying out its ordinary course activities at Approved Sites. Partner acknowledges that Client may change the amount or type of Products and services available or provided to Partner. 1.3 Product Delivery Client will deliver Products to Partner in quantities, in assortments, and at times, as Client and Partner agree. Partner will comply with Client Policies regarding Product delivery, including, without limitation, safety rules, distribution procedures, and receiving deliveries on the designated date and at the designated time. 1.4 Schedule Partner will operate each Approved Site for a minimum of eight hours per month and in accordance with the schedule as set out in the Plan ( Schedule ). Partner may change the Schedule at any time by written notice to Client. Note: This document does not reflect or constitute legal advice. This is a sample made available by the Organizations and Transactions Clinic at Stanford Law School on the basis set out at nonprofitdocuments.law.stanford.edu. Your use of this document does not create an attorney-client relationship with the Clinic or any of its lawyers or students.

2 1.5 Payment Client may offer Partner the opportunity to purchase certain Products. Client may change Product charges without prior notice to Partner. Client will invoice Partner for applicable charges in respect of Products, and Partner will pay any invoice within 30 days of the invoice date. 1.6 As-Is Condition; No Warranties Agency will accept all Products in as-is condition. Agency acknowledges that the original donor, Feeding America, and Client make no warranties about any Products. 2. FOOD SAFETY 2.1 Food Handling Partner will ensure safe and proper handling of Products in compliance with all federal, state, and local laws, including, without limitation: (a) storing Products in a secure, sanitary, and temperature controlled place away from cleaning materials and toxic chemicals; (b) storing Products at least six inches off the floor, away from the wall, and six inches below the ceiling; (c) maintaining equipment in proper working order; and (d) otherwise taking action to ensure Products remain in good condition from time of receipt to distribution. 2.2 Training Partner will ensure that at least one representative of Partner attends a food safety training class provided or approved by Client and re-certifies annually or as otherwise required by Client. 2.3 Product Recalls; Notice of Claims Client will promptly notify Partner of, and Partner will promptly comply with as instructed by Client, any product recall of Products. Partner will promptly notify Client if it receives notice of any claim of liability related to food provided by either Partner or Client or any report of illness related to, or possibly related to, food provided by either Partner or Client. 3. CLIENT SERVICE 3.1 Client Dignity and Respect Partner will treat all Clients with dignity and in a respectful and professional manner, including using appropriate language and behavior at all times. 3.2 Food Recipients; No Charge The Program is designed to serve students, faculty, and staff, but Partner may, in its discretion, distribute Products to any persons who are low-income, needy, ill or infant individuals. Partner will distribute Products only for use in Alameda County, and will not charge any Client for Products. 3.3 Non-discrimination Partner will not deny access to Products on the basis of race, color, citizenship, religion, sex, national origin, ancestry, age, marital status, disability, sexual orientation including gender identity or expression, unfavorable discharge from the military, status as a protected veteran, politics, or medical condition. 3.4 No Required Participation Partner will not require any Client to participate in Partner activities in order to receive Products, including, without limitation, religious activities. Agency will not use Products in religious programming. 3.5 No Sale or Transfer; No Use for Fundraising Partner will not sell, barter, or exchange Products for money, products, or services. Partner may not require from Clients any donation as a condition to the receipt of Products. Partner will not use Products at or for fundraising events, programs, or other activities. 2

3 3.6 Product Restrictions Client may receive Products that are donated with the condition that they be used in a certain manner. Partner will comply with any Client and donor specifications, as communicated by Client. 4. COOPERATION; COMMUNICATION 4.1 Partner Feedback Client welcomes and values input from Partner about the Program. Partner will communicate problems and requests to Client promptly. 4.2 Contact Persons Partner and Client will each appoint one individual to act as principal contact person for notices and other communications under this Agreement. The initial appointees are identified in the Plan. Partner and Client may change its contact person at any time by written notice to the other party. 4.3 Reporting; Notifications Partner will provide to Client reports and other information as reasonably requested by Client. Partner will promptly notify Client in writing of any: (a) change in relevant Partner personnel; (b) change in Partner s food programs, including changes in distribution days or times; (c) substantial change in the number of Clients being served by Partner; or (d) any other developments which could materially affect Partner s participation in the Program. 4.4 Compliance Partner will operate with due care, and comply with all Client standards or policies (collectively, Client Policies ) and federal, state, and local laws applicable to its activities under this Agreement. Client may update or otherwise change Client Policies and will communicate such changes to Partner. 4.5 Recordkeeping Partner will keep and maintain records relating to the use and distribution of Products, number of Clients served, and as otherwise contemplated by Client Policies, and any other applicable legal requirements. Partner will make those records available for review by Client upon reasonable notice during the term of this Agreement and for a period of three years after its termination. 4.6 Monitoring; Inspection Client may regularly monitor Partner s activities. Client may, during normal business hours, without notice, inspect all Approved Sites and any other Partner facilities used in connection with Partner s activities under this Agreement. Partner will ensure that a representative of Partner is present during all Client inspections. Partner will allow Partner facilities to be inspected by federal, state, and local authorities for health requirements, and will provide Client with the results of such inspections. 5. PUBLICITY; RELATIONSHIP 5.1 Publicity Client and Partner may each identify Partner as a Program participant in internal and external communications, including on each party s website and in outreach materials. 5.2 Independence Client and Partner are independent contracting parties and separate legal entities. Neither Partner nor Client will not hold itself out as an agent or representative of or purport to speak or act on behalf of on the other party. Neither Client nor Partner has the power or authority to bind or obligate the other to a third party or commitment in any manner. The arrangements contemplated by this Agreement do not create a partnership, joint venture, or similar relationship for any purpose. Any use of the term partner, affiliate, or comparable term in any communication is solely for convenience. 3

4 6. TERM; TERMINATION 6.1 Term The term of this Agreement will continue indefinitely unless and until it is terminated by a party under Section Termination by Notice Client and Partner may terminate this Agreement and voluntarily withdraw from participation in the Program by providing the other party with written notice to that effect. Such a termination will be effective 30 days after receipt of such notice by the other party. 6.3 Effect of Termination If this Agreement terminates, Client and Partner will cooperate in transition, and will use reasonable efforts to minimize disruption to Clients and any other adverse impacts of the termination. Upon notice from Client, Partner will return any equipment, materials, and food provided by Client to Partner within 30 days of the date of termination. Sections 1.5, 2.3, 4.5, 6.3, and 7 will remain effective after the termination of this Agreement. 7. GENERAL PROVISIONS 7.1 Entire Agreement; Amendment This Agreement, together with the Plan, expresses Client s and Partner s final, complete, and exclusive agreement, and supersedes any and all prior or contemporaneous written and oral agreements, communications, or course of dealing between Client and Partner relating to its subject matter. This Agreement may be amended only as stated in and by a writing signed by both Client and Partner which recites that it is an amendment to this Agreement. 7.2 Severability; Waiver If any provision of this Agreement is held illegal, invalid, or unenforceable, all other provisions of this Agreement will nevertheless be effective, and the illegal, invalid, or unenforceable provision will be considered modified such that it is valid to the maximum extent permitted by law. Waiver of any breach or provision of this Agreement will not be considered a waiver of any later breach or of the right to enforce any provision of this Agreement. 7.3 Third Party Beneficiaries This Agreement is for the exclusive benefit of Client and Partner, and not for the benefit of any third party, including, without limitation, any Client, landlord, funder, employee, volunteer, or vendor of Client or Partner. 7.4 Counterparts This Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which will be taken together and deemed to be one instrument. Transmission by fax or PDF of executed counterparts will constitute effective delivery. * * * * * * * * * Client and Partner signed this Agreement as of the date set out in its first paragraph. CLIENT [PARTNER] By: By: 4

5 Exhibit A Approved Site Plan Partner Information Partner address [Partner billing address] Contact person Authorized shopper Client Information Client contact person Mailing address Distribution Site Site description Address Access Schedule Frequency Weekly Biweekly Monthly Other: Days Mon Tue Wed Thu Fri Sat Sun Time 5