Prepare

Announce Institutional Commitment to Values-Based Purchasing

This stage guides institutions through the key activities necessary to promote their commitment to values-based purchasing.
  • Public & Private
  • FSMC & Self-Operated
Prepare: 

Entering an MOU

Entering into an MOU is one of the most effective announcement mechanisms for an institution to show its commitment to values-based procurement. An MOU is a document that creates a “moral commitment” that “evidences the serious intentions of the parties” in their good faith efforts to come to a mutual agreement.[3] Although MOUs are not legally binding, they can serve as an important approval and acknowledgement by institutional leaders of the institution’s commitment to values-based procurement and the processes and efforts that will be required to meet the institution’s goals. 

At its core, an MOU is an announcement of a partnership with a values-based partner. But MOUs provide additional benefits, including utilizing a document structure that translates better to the legal tools that operationalize an institution’s commitment (for example, creating a contract with a food service management company or entering into food purchasing commitments with food hubs or producers). Compared to the other forms of announcement, an MOU generally requires more time and coordination to understand the capabilities and needs of the institution and partner, and to build a shared plan for maintaining an effective partnership. The Model Recommendations & Language section below provides guidance and actionable language for developing an effective MOU for values-based procurement. 

Model Recommendations & Language: MOU with a Values–Based Partner 

Establishing an MOU with a values-based partner is recommended as a best practice for announcing an institution’s values-based procurement commitment.[4] When announcing a commitment to values-based procurement through an MOU, four main questions arise: 

  1. What is an MOU for values-based procurement?
  2. Why is an MOU valuable for values-based procurement?
  3. Who is an MOU for values-based procurement between?
  4. How can the institution and its partner create and implement an effective MOU for values-based procurement?

The answers to these questions guide and inform an institution’s approach and creation of an MOU for values-based procurement. This process is also informed by the institution’s prioritized values and incorporation of these values in the institution’s food purchasing guidelines. The approach outlined below provides guidance, actionable language, alternatives, and examples for an institution entering into an MOU with a values-based partner.

What is an MOU for values-based procurement?

Entering into an MOU announces an institution’s partnership with a values-based partner and the parties’ intent to further certain goals. Importantly, an MOU does not constitute a legally enforceable agreement. However, an MOU sets a foundation and provides guidance for establishing legally enforceable agreements. An MOU with a values-based partner, with defined commitments and responsibilities approved by institutional leadership, is a clear signal that an institution is committed to values-based procurement and the time and effort it will take to build relationships and market pathways for values-based vendors.

Why is an MOU valuable for values-based procurement?

An MOU is one of the most effective mechanisms for an institution to show its commitment to values-based procurement. As a memorialization of the intent of the parties, MOU language has the potential to be transformed into legally binding language and can help set clear expectations for all parties involved. This helps facilitate an understanding between the institution and other relevant parties. As such, the MOU serves as a direct bridge to conducting effective requests for proposals (RFP) and contracting processes for selecting food service management companies and entering food purchasing commitments with values-based vendors. 

Entering into an MOU distinguishes the institution from others in the same industry by signaling that its commitment is more than just “talk.”[3] Developing and maintaining MOUs helps build stable relationships based on mutual trust and accountability between institutions and values-based partners. The intentions and shared goals expressed in an MOU can prepare and position parties to better address logistical problems, such as pricing negotiation or other hurdles that can arise during a partnership.[4] An MOU for values-based procurement fosters sustained accountability, strengthens long-term partnerships, and enables the expansion of commitments over time. 

Who is an MOU for values-based procurement between?

An MOU for values-based procurement is between an institution and a values-based partner. The institution is the entity that is purchasing food and has values-based goals. The values-based partner is an entity that is well-positioned and willing to help the institution achieve its food procurement goals. The values-based partners may vary, but they are often nonprofit organizations, food hubs, or producers engaged in values-based work or related issues. 

How can the institution and its partner create and implement an effective MOU for values-based procurement? 

To create an effective MOU, institutions and their values-based partners need to incorporate certain provisions and language into the document. This step-by-step outline is only one example , however, it provides a good starting point. 

An MOU for values-based procurement should include: 

  • Introduction (or sometimes referred to as the “preamble”): An introductory paragraph that describes who the MOU is between and the effective date of the MOU. 
  • Definitions: Defines key terms used in the MOU. 
  • Background: Describes the mission of each party to the MOU and any additional relevant background information. 
  • Purpose and Scope: Lays out the purpose and scope of the MOU, including intentions, expectations for future negotiations and agreements, and any additional relevant information. 
  • Representations of the Parties: States the intended representations (commitments) of each party to fulfill the agreement. 
  • General Provisions: Other provisions with information necessary to the agreement. 
  • Authorization: Signed approval of the MOU by authorized officials of the parties. 

Introduction: Model Language

The MOU should begin with an introductory paragraph that states the date of the agreement, the parties involved, and relevant details about the party (entity-type and place of business).

This Memorandum of Understanding (“MOU”), dated [insert date], is between [Institution], a [description of Institution entity-type (e.g., corporation, nonprofit corporation, LLC)] with its principal place of business at [insert location of Institution’s principal place of business] (“[insert shortened reference for Institution]”), and [Values-Based Partner], a [description of Values-Based Partner entity-type (e.g., corporation, nonprofit corporation, LLC)] with its principal place of business at [insert Values-Based Partner’s principal place of business] (“[insert shortened reference for Values-Based Partner]”). 

Definitions: Model Language

Clarity in the terms, intentions, and expectations set forth in the MOU is vital to an effective and successful partnership. A “Definitions” section in the MOU defines relevant terms and facilitates a shared understanding between the parties. For the institution, most relevant terms will have been defined in its established food purchasing guidelines. The food purchasing guidelines can be incorporated into the MOU as an attachment (“Exhibit”). Additionally, any terms specific to the institution’s prioritized values should be defined here. If the values-based partner has specific terminology that is relevant to the partnership, those terms should also be defined in this section.

Article I. Definitions

Section 1.01 Defined Terms.
As used in this MOU, the terms defined in the introduction have their assigned meanings, and the following terms have the meanings assigned in this Article:
a) “[Term]” has the meaning assigned to it in [insert relevant Article/Section of the MOU].
b) “[Term]” has the meaning assigned to it in the attached Exhibit [A/B/C].
c) “[Term]” means [insert definition].
d) [Use the options above and continue as needed.]

Common terms to define in an MOU for values-based procurement include, but are not limited to:

  • “Desired Products”
  • “Food Purchasing Commitment”
  • “Qualified Vendor”
  • “Values-Based” [insert breakdown of any product specific requirements/preferences, including certifications and practices]

Background: Model Language

The background section provides a brief overview of each party’s mission, approach, and any values-based procurement goals. This section also details the mutual benefit achieved by entering the MOU.

Article II. Background

Section 2.01 [Institution].
[Describe Institution’s mission, approach to food procurement commitments, and goals. This language can be drawn from the Institution’s food purchasing guidelines.]

Section 2.02 [Values-Based Partner].
[Describe Values-Based Partner’s mission and goals related to values-based procurement.]

Section 2.03 Mutual Benefits.
As detailed in [Purpose and Scope Section] below, [Institution and Values-Based Partner] intend to [insert high-level description of intended agreement].

Examples of potential intended agreements between the institution and values-based partner include, but are not limited to:

  • Enter food purchasing commitments where [Values-Based Partner] will supply [Institution] with [insert expected product].
  • [Institution] will prioritize purchasing relationships with [Values-Based Partner/Values-Based Partners’ producer network].

This arrangement creates a win-win situation. First, [insert party and related benefit]. Second, [insert party and related benefit]. [Continue as needed.]

Potential benefits for the institution may be drawn from the institution’s food purchasing guidelines, including but not limited to:

  • Meeting/making progress toward [insert Institution’s specific values-based (e.g., local food; sustainable food; minority producer)] purchasing goal.
  • Providing healthy and nutritious food to [insert applicable Institution constituencies].
  • Establishing role as a leader in [community/region/state/country/industry/issue area].
  • Supporting development of resilient, local food supply chains.
  • Investing in the community and contributing to a vibrant local economy.
  • Generating research and experiential learning opportunities for [insert applicable Institution constituencies (e.g., faculty, staff, students, employees)].
  • Modeling an innovative, beneficial partnership that is replicable and scalable.

Potential benefits for the values-based partner will depend on the particular partner, including but not limited to:

  • Introducing/expanding market opportunities for [Values-Based Partner/Values-Based Partners’ producer network].
  • Better positioning to secure loans and other financing for [Values-Based Partner/Values-Based Partners’ producer network].
  • Supporting development of resilient, local food supply chains.
  • Establishing role as a leader in [community/region/state/country/industry/issue area].
  • Modeling an innovative, beneficial partnership that is replicable and scalable.

Purpose & Scope: Model Language

This section states the goals the parties intend to achieve by entering the MOU and outlines how the MOU will contribute to future negotiations and agreements. 

Article III. Purpose and Scope 

Section 3.01 Purpose and Scope.
[Institution] and [Values-Based Partner] enter into this MOU to represent each party’s intent to:

  • [List parties’ intentions.] 

Examples include, but are not limited to:

  • Increase [insert values-based goal(s) (e.g., local food; sustainable food; culturally significant/historically disadvantaged producers; new producers; small and midsize producers)] in [insert geographic location (e.g., community/city/county/state/region)].
  • Provide [Institution] with affordable [insert values-based descriptor(s)] food.
  • Provide [Values-Based Partner] with institutional support to enhance [insert Values-Based Partner work/focus].
  • Provide [Values-Based Partner/Values-Based Partner’s producer network] with an established market.
  • Promote a replicable and scalable model for institutional support of local, resilient food systems. 

Section 3.02 Future Negotiations and Agreements.
This MOU is meant to set the stage for and catalyze future agreements and negotiations between [Institution] and [Values-Based Partner]. Future negotiations may concern, among other topics, [insert subject(s) of future negotiations based on the intents represented in the MOU]. 

Alternative Language: Additional Sub-Sections in Purpose and Scope MOU Article 

Depending on the agreement and intent of the parties, additional sub-sections may be added to the Purpose and Scope article of the MOU to provide more detail and outline how the partnership may proceed. For example, if the intended agreement is to enter into purchasing commitments, a sub-section entitled “Food Purchasing Commitments” can be added to this section to outline specific details about how the parties envision the commitment process to proceed. Similarly, if the intended agreement is that the values-based partner will identify food hubs or producers that meet the institution’s values-based requirements, an additional sub-section may outline how the identification and sharing of information will occur. The focus of an additional sub-section depends on the intended agreement between the institution and the values-based partner, and it can be written to provide additional details as necessary and relevant. 

Representation of the Parties: Model Language

This section states the intended actions of each party to achieve the goal(s) of the MOU. Remember, although the MOU is not a legally binding document, these representations reflect strategic, meaningful discussions between the parties and set out what the parties plan to achieve—and adhere to—in future, likely binding, commitments. 

Article V. Representations

Section 4.01 [Institution’s] Representations.
[Institution] represents an intent to undertake and following actions:

  • [List Institution’s representations.]

Section 4.02 [Values-Based Partner’s] Representations.
[Values-Based Partner] represents an intent to undertake the following actions:

  • [List Values-Based Partner’s representations.]

General Provisions: Model Language

There are additional general provisions that may be included in an MOU for values-based procurement. This section states the answers to general matters the parties have agreed upon. The institution or values-based partner may have an MOU template or provisions that are required to be included in any MOU it enters. The model recommendation outlines some of these general provisions.

Article VI. General Provisions

Section 6.01 Duration.
This MOU is valid until [insert expiration date] (“Expiration Date”). The Expiration Date may be extended or amended with written approval by both parties.

Section 6.02 Termination.
Either of the parties, in writing, may terminate this MOU in whole, or in part at any time before the Expiration Date. If this MOU is terminated, both parties shall take reasonable steps to ensure that the termination does not affect any prior obligation, project, or activity already in progress.

Section 6.03 Amendments.
Amendment to this MOU can be limited by either party at any time and shall be done in writing with written approval by both parties.

Section 6.04 Effective Date and Signature.
This MOU shall be effective upon signing by authority officials of [Institution] and [Values-Based Partner].

Section 6.05 Enforceability.
This MOU shall not be construed as creating any legally binding rights or obligations on the part of either party and shall not be enforced in any court of law or equity, or any other forum.

Section 6.06 Good Faith and Fair Dealing.
Both [Institution] and [Values-Based Partner], in each party’s respective dealings with the other party under or in connection with this MOU, shall act in good faith and fair dealing.

Section 6.07 Merger.
This MOU constitutes the final and exclusive agreement between the parties on the matters contained herein. All earlier and contemporaneous negotiations and agreements between the parties on the matters contained herein are expressly merged into and superseded by this MOU.

Authorization: Model Language

Finally, the MOU must be signed and dated by authorized officials from both parties. It is important that the official signing the MOU has the authority to represent the institution or values-based partner and commit to the representations expressed.

AGREED:

[Institution]
Signature: __________________________
Name: _____________________________
Title: ______________________________
Date: ______________________________

[Values-Based Partner]
Signature: __________________________
Name: _____________________________
Title: ______________________________
Date: ______________________________

Footnotes

[3] For example, Ciannat Howett, the Associate Vice President of Resilience, Sustainability, and Economic Inclusion at Emory University, has stated that Emory was motivated to sign an MOU and partner with The Conservation Fund to show that Emory “really meant it” about committing to a 75% local and sustainable food purchasing goal and supporting a resilient, local food system. Webinar: Taking Action for America’s Local Food, The Conservation Fund (recorded Nov. 18, 2020), https://www.conservationfund.org/projects/working-farms-fund-growing-our-food-future/webinar-taking-action-for-america-s-local-food.

[4] See Jenifer Buckley et al., Social Relationships and Farm-to-Institution Initiatives: Complexity and Scale in Local Food Systems, 8 J. Hunger & Env’t Nutrition, 397, 400 (2013) (emphasizing the importance of “find[ing] mutually acceptable solutions to logistical problems and pricing barriers” when scaling farm-to-institution initiatives).