Community Services Food Bank Expansion

Community Services Food Bank Expansion Agreement

This Community Services Food Bank Expansion Agreement (the Agreement) is made and entered into as of by and between Client Name: and Contractor Name: .

WHEREAS

WHEREAS, Client Name is a nonprofit community services organization operating a food bank and seeks to expand facilities and services to increase food distribution capacity; and

WHEREAS, Contractor Name possesses the experience and resources to perform planning, construction, renovation, and project management services necessary for the Food Bank Expansion Project described herein; and

WHEREAS, the parties desire to set forth the scope, payment, schedule, confidentiality and other terms governing the performance of the expansion project.

Scope of Work

The Contractor shall perform the Scope of Work in accordance with industry standards and in compliance with applicable building codes, permits, and regulations. Contractor shall obtain, at Contractor expense unless otherwise agreed, all permits required for performance of the Work and shall coordinate inspections with Client as necessary.

Payment Terms

All payments shall be made in United States dollars. Contractor shall submit itemized invoices describing services rendered and applicable retainage. Client shall pay undisputed amounts within the Invoice Due Days set forth above. Disputed amounts shall be presented in writing and the parties shall cooperate to resolve disputes promptly.

Term and Termination

Term Start Date:     Term End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least the Notice Period set forth above. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of payment obligations for Work performed and accepted prior to the effective date of termination.

Confidentiality

Each party acknowledges that in connection with the performance of this Agreement it may receive Confidential Information of the other party. "Confidential Information" means nonpublic business, financial, technical, proprietary and third-party information, including donor and beneficiary data, not generally known to the public. Each receiving party shall (a) hold Confidential Information in strict confidence, (b) use Confidential Information solely to perform obligations under this Agreement, and (c) not disclose Confidential Information to third parties except to employees, agents or subcontractors with a need to know who are bound by confidentiality obligations no less protective than those in this Agreement. Confidential Information shall not include information that is or becomes generally available to the public other than by breach of this Agreement, was rightfully known prior to disclosure, or is independently developed by the receiving party.

Upon termination or written request, receiving party shall promptly return or destroy Confidential Information and certify such return or destruction in writing.

Insurance; Indemnification

Contractor shall maintain, at its expense, insurance customary for the scope of work, including commercial general liability and workers' compensation as required by law. Contractor agrees to indemnify, defend and hold harmless Client, its directors, officers and employees from and against all third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of Contractor's negligent performance of the Work or breach of this Agreement, except to the extent caused by Client's gross negligence or willful misconduct.

Change Orders

All material changes to the Scope of Work, schedule, or compensation shall be implemented only by written change order signed by authorized representatives of both parties. Change orders shall set forth the scope change, any adjustment to the contract amount and any adjustment to the schedule.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State selected by the parties. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes arising under this Agreement.

Entire Agreement

This Agreement, including all exhibits and executed change orders, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

Notices required under this Agreement shall be sent to the respective notice addresses and shall be effective upon receipt when delivered personally, by certified mail, return receipt requested, or by reputable overnight courier.

Representations; Authority

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. The persons signing this Agreement on behalf of the parties each represent that they are duly authorized to execute this Agreement.

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