Agreement 120306

OPERATING AGREEMENTBETWEEN TRUSTEES AND

CSUDH FOtiNDATION AUXILIARY FOR SPONSORED PROJECTS

This agreement is made and entered into by and between the State of California throughits Trustees of the Califomia State Universiry by their duly qualified and actingChancellor hereinafrer called State and Califomia State University Dominguez HillsFoundation hereinafter called Auxiliary The term of this agreement shall be iuly 12010 through June 30 2015 unless sooner terminated as herein provided

1 PURPOSE

The purpose of this agreement is to set forth the terms and conditions under whichAuxiliary may operate as an auxiliary organization pw suant to Chapter 7 Part 55Division 8 Title3Sections 89900 et seq of the Education Code and Subchapter 6Article 1 PartVSections 42400 et seq of Tit1e 5 of tle California Code of RegulationsCCR In entering this aareement Trustees find that certain functions important to themission of the California State University are more effectively accomplished by the use ofan auxiliary organization rather than the usual state procedures

2 FUNCTION

In consideration of receiving recognition as an official auxiliaryoranizarion of theCalifomia State Universiry Auxiliary hereby agrees for the period covered by thisagreement to perform the following functions specified in Section 42500 Title 5 CCR

1 Studeist Body Organization Programs which irzcludes trademmkandsertices mark appuse

2 Bookstores Food Services and Campus Services3 Studeni Uzion Programs

Loans Scholarships GrantsinAids Stipends mzd RelaedFinancialAssisiance

Exzernally Funded Projects Lncluding Research Workshops Corzferezcesand InsXitutes

6 Inshuctionally related Programs and activities including AgricultureAthletics Radio and Television Stations NeNspapers FalmsTransportation Printing and other Inszructionally Related Programs andActivities

Alumni Programs8 Gifts bequests devises endowments trusts and similar funds9 Public relations fundraising fund management and similar developmeru

programs10 Acquisition development sale and transfer ofreal and personal properry

includingfinancing transactions related to these activities

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Auxiliary further agrees to receive and apply exclusively the funds and properties cominginto its possession toward furthering these purposes Prior to initiating any additionalfunctions Auxiliary agrees to obtain written approval of Trustees

Operations ofAuxiliary under this Agreement shall be integrated witb campus operationsand shall be supervised by campus officials so as to assure compliance with the objectivesstated in Title 5 CCR 42401

3 ADDITIONAL CONDITIONS

A Auxiliary agrees to maintain its organization and to operate in accordance with allapplicable regulations and policies of State Chancellor and the California StateUniversity Dominguez Ilills

B With respect to expenditures for public relations or other purposes which wouldserve to augment appropriations for CSU operations Auxiliary may expend funds in suchamount and for such purposes as are approved by Auailiarysnoverning body Auxiliaryshall file with State a statement of AuxIliaryspolicy on accumulation and use of publicrelations funds The statement shall include the policy and procedures fox solicitation offunds purposes far which the fuds will be used allowable expenditures and proceduresof control

C Io officer or employee of the California State University shall be appointed oremployed by Auxiliary if such appointment or employment would be incompatibleinconsistent or in conflict with his or her duties as a State officer ar cmployee

4 RECORDS

Auxiliary shall maintain adequate records and shall submit periodic reports as required byState showing the operation and financial status of Auxiliary The records and reportsshall cover all activities of Auxiliary whether pursuant to this aaeement or otherwise

5 ITERNAL COMPLIANCE AND OPERATIONAL REVIEW

Auxiliary agrees to assist the President and his or her designee in carrying out thecompliance and operational reviews required by Executive Order 698 and related policies

6 FISCAL AUDITS

Auxiliary is subject to the provisions of Section 89900 of the Education Code and Section42408 of Title 5 CCR In accordance with these provisions Auxiliary agrees to

A Contract with a certified public accountant for an annual audit at Auxiliarysexpense The report on such examinations shall be furnished to the State

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B Permit examination of all Auxiliary records by State or their designee

7 REMEDIES ON TERMINATION OR BREACH

A Failure of Auxiliary to comply with any term of this agreement may result in theremoval suspension or placing on probation of Auxiliary as an auxiliary organization ingood standing Such action by State may involve the limitation or removal ofAuxiliarysright to utilize Yhe resources facilities and name of State and Califomia State UniversityDominguez Hills re Title 5 CCR 42406

B Upon termination or breach of this agreement State at its sole discretion mayrequire Auxiliary to transfer all assets in its possession by reason of its status as a CSUauxiliary organization to a successor nonprofit corporation qualifying as an auxiliaryorganization This remedy shall be in addition to any other remedies available to Stateupon termination or breach of this agreement

8 FAIR EMPLOYMENT PRACTICES

In the performance of this agreement Auxiliary shall not deny employment opportunitiesto any person on the basis of race color religion ethnic group identification sex sexualorientation mazital status pregnancy age physical or mental disability medicalcondition or veteransstatus Auxiliary shall adopt employment procedures consistentwith the policy statement on nondiscrimination and affirmative action in employmentadopted by State

9 DISPOSITION OF ASSETS

Attached hereto as Attachment 1 is a copy of AuxiliarysArticles of Incorporation whichestablishes that upon dissolution of Auxiliary the net assets other than trust funds shall bedistributed in accord with Section 42600Iitle 5 Califarnia Code of Regulations For flieperiod covered by this agreement Auxiliary agrees to maintain this provision as part ofits Constitution or Articles of Incorporation In the event Auxiliary should change thisprovision to make other disposition of the net assets this agreement shall terminate as ofthe date immediately preceding the date such change becomes effective and all net assetsshall become the property of State

10 USE OF CAMPUS FACILITIES

Auxiliary may use those facilities identified for its use in a lease agreement executedbetween California State University Dominguez Hills and the Auxiliary In addition tothe facilities covered by the lease agreement California State University DominguezHills may permit Auxiliary to utilize other campus facilities Permission shall be grantedby the execution of a license agreement with California State University DominguezHills Such a license must be set forth in the format provided by State

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The campus may be used for research projects and for institutes workshops andconferences only when such use does not interfere with the instructional program of thecampus

11 DISPOSITION OF NET EARNNGS

Auxiliar agrees to comply with Trusteesand Califomia State University DominguezHills policy on expenditure of funds including but not limited to State guidelines for thedisposition of revenues in excess ofexpenses and State policies on maintainingappropriate reserves

12 ACCEPTANCE ADMINI5TRATION AND USE OF GIFTS

Auxiliary agrees tbat it will accept and administer gifts grants contracts scholarshipsloan funds fellowships bequests and devises in accordance with policies of StateChancellor and Califomia State University Dominguez Hills

13 INDENINIFICATION

Auxiliary agrees to indemnify defend and save harmless the State the Trustees of theCalifomia State University Chancellor and Califomia State Universiry California StateUniversity Dominguez their officers agents and employees of each of them all ofwhich are hereinafrer referred to as State from any and all loss damage or liabilitythat may be suffered or incurred by Staie caused by arising out of or in any wayconnected with the operation of Auxiliary as an auxiliary organization

14 CHARGES FOR FACILITIES SERVICES PROVIDED BY THE STATE

Auxiliary agrees to reimburse State for expenses incurred by State as the result ofAuailiarysactivities under this agreement Reimbursement shall be for items includingbut not limited to rentals campus services and the indirect costs Reimbursement shallbe on a simple but equitable basis and in accordance with the policies for reimbursementof costs as established by SYate Auxiliary agrees to make reimbursement within 30 daysfrom receipt of notice of such determination

15 INSURANCE

A Auailiary shall maintain in force during the term of this Agreement and all extensionsthereof liability insurance against claims for injuries to persons or damages to propertywhich may azise from or in connection with the performance of the work hereunder by theAuxiliary its agents representatives employees or subconffactors

B Minimum Scope of Insurance Coverage shall be at least as broad as

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1 Insurance Services Office Commercial General Liability coverage occurrenceform CG 00012 Insurance Services Office Business Auto Coverage form number CA 0001code 1 any auto3 Workers Compensation insurance as required by the State of Califomia andEmployersLiability Insurance4 All Risk Property Insurance with applicable limits for al property that theCampus has an insurable interest in

C Minimum Limits of Insurance

Auxiliary shall maintain limits no less than

1 General Liability1000000 per occurrence foT bodily injury personal injuryand properydamage If Commercia General Liability Insurance or other form witha general aggregate limit is used either the general aggregate imit shall applyseparately to this projectlocation or the generalagregate limit shall be twice therequired occurrence limit

2 Automobile Liability1000000 per accident for bodily injury and propertydamage3 EmployersLiabilityI000000 per accident for bodily injury or disease4 Property Insurance Full replacement of insured property

D Deductibles and SelfInsured Retentions

Any deductibles or selfinsured retentions must be declared to and approved by theCampus At the option of the Campus either the inswer sha11 reduce or eliminate suchdeductibles or selfinsured retentions as respects the Canpus its trustees officersemployees and volunteers or the Auxiliary shall provide a financial guaranteesatisfactory to the Campus guaranteeing payment of losses and related investigationsclaim administration and defense expenses

E Other Insurance Provisions

The general liability and automobile liability policies are to contain or be endorsed tocontain the following provisions

1 The Campus its trustces officers employecs and volunteers aze to be coveredas additionalinsureds with respect to liability azising out of automobiles ownedeased hired or borrowed by or on behalfof the Auxiliary and with respect toliability arising out of work or operations performed by or on behalf of theAuxiliary including materials parts or equipment fumished in connection with suchwork or operations General liability coveraecan be provided in the form of anendorsement to the Auxiliarysinsurance or as a separate ownerspolicy

2 For any claims related to a project the Auxiliarysinsurance coverage shall be

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primary insurance as respects the Campus its trustees officers employees andvolunteers Any insurance or selfinsurance maintained by the Campus its trusteesofficers employees or volunteers shall be excess ofthe Auxiliary s insurance andshall not contribute with it

3 All insurance required under this agreement shall contain an endorsementnaming the State of California the Trustees of the California State University thecampus name and the officers agents and employees of each of them asadditional insureds It shal also contain requiring thirty 30 days written noticefrom the insurance company to both parties before cancellation or change inCoverage scope or amount of any policy Each policy or a certificate of the polieyshall be deposited with the Campus within thirty 30 days after execution of thisagreement and on renewal of the policy not lessthan thirty 30 days before theexpiration of the term of the policy

F Acceptabiliry of InsurersInsurance is to be placed with insurers with a current AM BesY s rating of no less thanAVII

G Verification ofCoverageAuxiliary shall furnish the Campus with original certificates and amendatoryendorsements effectin coverage required by this clause The endorsements should be onforms provided by the Campus or on other than the Campus forms provided thoseendorsements or policies conform to the requirements All certificates and endorsementsare to be received and approved by the Campus before work commences The Campusreserves the right to require complete certified copies of all required insurance policiesincluding endorsements affecting the coverage required by these specifications at anytime

H Subcontractors

Auxiliary shall include all subcontractors as insureds under its policies or shall furnishseparate certificates and endorsements for each subcontractor All coveraesforsubcontractors shall be subject to all of the requirements stated herein

ll MAINTENANCE AND OPERATING EXPENSE

Auxiliary shall be responsible for the payment of organizational inaintenance andoperating expense durin the term of thisareement

18 AMERICANS WITH DISABILITIES ACT ADA Rev 903Auxiliary assures the State Chat it complies with the Americans with Disabilities ActADA of 1990 if that act is otherwise applicable The ADA pmhibits discriminarion onthe basis of disability 42 liSC 12101 et seq

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19 NOTICES

All notices herein required to be given or which may be given by either parry to theother shall be deemed to have been fully given when made in writing and deposited inthe United States mail certified and postage prepaid and addressed as herein provided

Notice to Auxiliary shall be addressed as follows

California State University Dominguez Hills Foundation1000 E Victoria Street

Carson CA 90747Attn Mary Ann Rodriguez xecutive Director

Notice to the State shall be addressed to

Trustees of the Califomia State Universiry401 Golden Shore

Long Beach California 90802Attention ConCract Services Procurement

Nofice to the University shall be addressed as follows

Califomia State University Dominguez HillsOffice of Procurement and Contracts

1000 E Victoria Street Carson CA 90747Attn Emmit L Williams Assistant Vice President University Contracts

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s

N WIINGSS WHERTiOF this agreement has hecn esecuted by the parties hereto

Executed on July l2010 Califoruia State University DominuezHillsFoundation

By i4

Mary Ann Rotlrig z

Executed on July 1 2010 California State University DomiuuezHills

Emmit L Williams

Approved L I

California Sta UniversityOflice ofthe Chancellor

Rcyrriiev iurprsiiiu K CR1036 Rcv9003