COMMUNITY PARTNER AGREEMENT
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WITNESSETH
WHEREAS, In furtherance of its charitable purposes to add value to the community by enabling the building of stronger
communities as well as to facilitate cost-effective fundraising, Roane County United Way (hereafter referred to as RCUW) and the Community Partner (hereafter referred to as Partner) enter into this Partner Agreement for the purposes outlined in Attachments A and B of this contract.
NOW, THEREFORE, in consideration of the foregoing and mutual promises, covenants and agreement herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties here to agree as follow:
communities as well as to facilitate cost-effective fundraising, Roane County United Way (hereafter referred to as RCUW) and the Community Partner (hereafter referred to as Partner) enter into this Partner Agreement for the purposes outlined in Attachments A and B of this contract.
NOW, THEREFORE, in consideration of the foregoing and mutual promises, covenants and agreement herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties here to agree as follow:
1. Purpose of Funding
The purpose for which RCUW is awarding funding under this Agreement is described in Attachment A. This funding may not be used for any other purpose without prior written approval from RCUW. Any unused funding is to be returned to RCUW. The specific requirements to be fulfilled by the Partner as well as the funding payment schedule are described in Attachment B. All Attachments specifically referenced in this Agreement are incorporated into and made a part of the provisions of this Agreement.
2. Term
- The term of the Partner Agreement shall begin on April 1, 2015 and end on March 31, 2016, unless terminated at an earlier date under the provisions of Section 5. Partner shall complete the requirements in accordance with the provisions of Section 1.
- The terms and conditions of this Agreement shall survive the completion of all requirements to be provided under this Contract.
- Upon the termination of this Agreement for any reason, any funds remaining which have been awarded to Partner and not expended for purposes as defined in Section 1 shall be returned to RCUW within thirty (30) days.
3. Funding Amount
A. RCUW shall pay Partner for its fulfillment of the funding purpose according to the provisions of Attachment B.
4. Amendments
The terms of this Agreement may be amended upon the express written agreement of both RCUW and the Partner.
5. Publicity
Partner shall provide copies of all publicity regarding this Agreement to the RCUW Executive Director. Partner shall use the United Way Logo on its printed materials and provision of information of its United Way affiliation at all of its public functions and in its advertisements.
6. Early Termination
RCUW may terminate this Agreement by written notice to the Partner if the Partner fails to perform or defaults in any manner in the performance of this Agreement in strict accordance with its terms or fails to cure any breach after receiving a "Show Cause Notice" identifying the failure, and having provided the Partner ten (10) days to cure the failure or nonperformance.
7. Indemnity and Hold Harmless
In accepting this Agreement, Partner will use a standard of care and skill ordinarily exercised under similar circumstances. Partner shall save, indemnify, defend and hold RCUW harmless of and from any and all liability, loss, cost or reasonable expense arising from the Partner’s failure to meet the above standard of care.
8. Assignment
This Agreement (and associated funding) shall not be assigned or the fulfillment of requirements shall not be assigned to a third party by Partner without the prior written consent of RCUW and which consent shall be at the sole discretion of RCUW.
9. Confidentiality
RCUW and Partner acknowledge and agree that if confidential information is so identified and disclosed by one party to the other, each party shall hold all such confidential information in the strictest confidence as a fiduciary and shall not voluntarily sell, transfer, publish, disclose, display or otherwise make available to any third persons such confidential information or any portion thereof without the express written consent of the other party. RCUW and Partner shall each use their best efforts to protect the confidentiality of all such information consistent with the manner in which they protect their most confidential business information.
10. Audit
Upon reasonable notice and at all times hereafter, RCUW shall have the right to audit or to have audited and to copy the books and records of Partner which in any way relate to this Agreement. When requested by RCUW, Partner shall provide RCUW’s auditors with access to all property and records and the cooperation of Partner and personnel, if any, necessary to effectuate the audit or audits hereunder. RCUW’s auditors shall have the right to copy any or all documentation relating to the performance under this Agreement. Partner shall retain all records for a period of not less than three years after the termination of this Agreement.
11. Force Majeure
In an effort to ensure appropriate use of donor funds, maintain a positive community image and provide informed decision making, member agencies will immediately notify the Roane County United Way (RCUW) of any of the following occurrences:
Partner organizations failing to report, delaying reporting, or providing inaccurate reports may face disciplinary actions including loss of funding and/or United Way Partner Agency status. Corrective action plans or other actions may be requested by the United Way and its Board of Directors in certain situations.
In the event RCUW is prevented from continuing or completing the funding schedule as defined in Attachment B because of an act of God or public enemy, strike, lockout, boycott, picketing, riots, insurrection, any governmental order, rule or regulation, any ordinance, or unforeseen reductions in anticipated funding outside the control of RCUW, then notwithstanding anything herein contained to the contrary, RCUW shall notify Partner of its inability to complete the funding schedule as planned and work with the Partner to adjust the terms of the agreement as necessary to support the modified funding schedule.
- Any major contract or grant violations
- Any allegations or findings of negligent behavior, abuse, fraud, theft, discrimination, or other inappropriate behaviors by the agency or its employees/volunteers.
- Any lawsuits, pending lawsuits, legal investigations, or legal action taken against the parent organization, agency, or any of its employees/volunteers in their capacity as agents of that organization.
- Any other issues arising that might negatively impact the organization’s public perception, image, or ability to operate in the community.
- Inability to fulfill the agreement
Partner organizations failing to report, delaying reporting, or providing inaccurate reports may face disciplinary actions including loss of funding and/or United Way Partner Agency status. Corrective action plans or other actions may be requested by the United Way and its Board of Directors in certain situations.
In the event RCUW is prevented from continuing or completing the funding schedule as defined in Attachment B because of an act of God or public enemy, strike, lockout, boycott, picketing, riots, insurrection, any governmental order, rule or regulation, any ordinance, or unforeseen reductions in anticipated funding outside the control of RCUW, then notwithstanding anything herein contained to the contrary, RCUW shall notify Partner of its inability to complete the funding schedule as planned and work with the Partner to adjust the terms of the agreement as necessary to support the modified funding schedule.
12. Conflict of Interest
Partner certifies that Partner is not involved in any activity that would constitute a conflict of interest, or suggest the appearance of a conflict of interest, with RCUW except as has been disclosed to the RCUW Executive Director, and that any future situations that might involve or appear to involve a conflict of interest will be promptly disclosed by Partner to the RCUW Executive Director. Failure to disclose a conflict of interest may be grounds for immediate termination of this Agreement under Section 7.
13. Notices
All notices given or required hereunder shall be deemed sufficient if sent United States first class mail, postage prepaid, to the addresses of the Partner and RCUW specified in this Agreement unless either party hereto shall specify to the other party a different address for the giving of such notices.
14. RCUW Executive Director
RCUW Executive Director is Dina Jackson, at telephone number (865) 882-7711. The RCUW Executive Director is the RCUW principal responsible for working with the Partner completing the terms of this Agreement and overall monitoring of this Agreement. The Partner shall report directly to the RCUW Executive Director and shall submit all reports to same.
15. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee.
COMMUNITY PARTNER AGREEMENT – ATTACHMENT B
2015 Community Investment
Requirements and Payment Schedule
In furtherance of these mutual beliefs:
A. Both RCUW and the Community Partner agree to:
- If not a government organization, maintain an active, rotating volunteer governing structure that assumes and fulfills the responsibility of managing their affairs within the scope and spirit of their respective bylaws and this agreement
- Provide needed services on a non-discriminatory basis.
- Strive to increase the public’s understanding, appreciation, and support of those services and programs that make a significant and measurable difference in our community.
- Consult and work together on matters of common interest in an effort to achieve the best interests of the community as a whole.
B. The Community Partner agrees to:
1. Support and assist in the RCUW annual fundraising campaign, achieving RCUW strategic goals, and RCUW sponsored initiatives including:
3. To provide RCUW, in addition to quarterly and annual financial statements and success indicators reports, information concerning finances, service(s), etc., in such form as may be requested.
4. Implement its service(s) in such a manner that results in significant and measurable differences in the community and is consistent with the recognized standards of service, efficiency, and economy.
5. Cooperate with other organizations and coordinate services to best meet the needs of the community.
6. An organization will not conduct corporate fundraising or other activities that interfere or compete with those of the partnership. This means specifically:
the RCUW
9. Submit copies of its Board of Director’s minutes to RCUW if requested.
10. Advise RCUW of any changes that could impact the ability to deliver the service(s) described in the Application
and Partner Agreement.
- Events: Participation as requested in RCUW activities.
- Volunteer Clearinghouse : Participation as an active partner in the RCUW Volunteer Clearinghouse initiative. Since current Community Partner information on the Volunteer Clearinghouse website is essential for successful implementation of the volunteer program, the Community Partner agrees to update its profile on the website, including volunteer opportunities, in-kind needs, employment opportunities, upcoming events, and to remove outdated information.
- Interagency Meetings held each month.
3. To provide RCUW, in addition to quarterly and annual financial statements and success indicators reports, information concerning finances, service(s), etc., in such form as may be requested.
4. Implement its service(s) in such a manner that results in significant and measurable differences in the community and is consistent with the recognized standards of service, efficiency, and economy.
5. Cooperate with other organizations and coordinate services to best meet the needs of the community.
6. An organization will not conduct corporate fundraising or other activities that interfere or compete with those of the partnership. This means specifically:
- The Community Partner will not conduct payroll deduction fundraising campaigns outside of its own organization at any time of the year.
- Corporate solicitations by the Community Partner will not be made during the annual RCUW campaign period of September 1 – November 30; without prior written agreement from RCUW.
- The Community Partner will notify the RCUW of its intended fundraising activities in its annual application. This information will be used to communicate among agencies when fundraising activities may be competitive in nature.
- Severe financial concerns including incidents of fraud
- Unmet deadlines as set forth by RCUW (e.g. audit deadlines, application due dates, etc.)
- Failure to meet eligibility requirements: the organization is a nonprofit corporation as defined in the Tennessee Nonprofit Corporation Act.
- Breach of the law (local, state, and/or federal law)
- Soliciting in the workplace for designated contributions
- Public activities which create a negative environment for all non-profit health and human service organizations
the RCUW
9. Submit copies of its Board of Director’s minutes to RCUW if requested.
10. Advise RCUW of any changes that could impact the ability to deliver the service(s) described in the Application
and Partner Agreement.
C. Roane County United Way agrees to:
- Respect the Community Partner’s prerogative of determining its own policies and programs within the community.
- Develop its recommendations for the annual fundraising campaign objectives with due regard for the requirements of all partner agencies, fundraising realities and other pertinent considerations to maximize contributions.
- Use its best efforts to achieve the campaign objectives.
- Act as a responsible steward of funds contributed to RCUW and fully inform contributors, partners and the public of the investment of such funds.
- Comply with United Way Worldwide Membership Standards.
- Have an annual independent financial audit performed.
- Pay for the annual service fee for and the maintenance of Volunteer Clearinghouse website.