Memorandum of Understanding (MOU)

(This is the Memorandum of Understanding between the Co-ops, the University, and the AS and GSA. For some reason, the CSS doesn't like the formatting on this page, so none of the indenting we did worked. You can download a .doc version here if you're into Microsoft. Please note that while the content of the html version is the same as the official version and the .doc, there have been some minor formatting changes.)

Final Version 1/30/95

This Memorandum of Understanding ("Agreement") is entered into this Third day of May 1993, by and between the University of California, San Diego, its agents, officers, representatives, and employees (hereinafter referred to as "UCSD"), the Associated Students (herein-after referred to as "AS"), and the Graduate Student Association (hereinafter referred to as "GSA"), to which UCSD has delegated certain responsibilities, including the responsibility to enter into this agreement and to undertake the obligations herein, and the General Store Co-op, Ché Café, Groundwork Books, Food Co-op, and Recycle Co-op (hereinafter referred to collectively as "Co-ops"), with reference to the following:

RECITALS

WHEREAS, Groundwork Books moved to the UCSD campus in 1975 and the other Co-ops originated there subsequently;

WHEREAS, the Co-ops have been registered student organizations since 1975;

WHEREAS, disputes have arisen between the Co-ops and the UCSD Administration regarding the status and oversight of the Co-ops;

WHEREAS, the Co-ops filed grievances against the UCSD Administration on December 19, 1991, February 3, 1992, and July 23, 1992;

WHEREAS, the UCSD Administration filed charges against the Co-ops and individual Co-op members on December 15, 1992;

WHEREAS, the AS and GSA entered into the negotiations in an effort to preserve the types of services provided by the Co-ops;

WHEREAS, the AS and GSA are willing to assume liability, responsibility and oversight for the Co-ops as set forth herein;

NOW, THEREFORE, the parties, in consideration of the mutual promises, covenants, and conditions contained herein, agree as follows:

I. Co-ops: Status, Rights and Responsibilities

A. Status: The Co-ops are unincorporated associations which are run and operated on a non-profit basis with no intention of generating profits and with no personal monetary gain (excluding wages and benefits) accruing to any individuals. The Co-ops have historically been UCSD registered student organizations and may continue to be so under the same registration process applicable to all other registered student organizations, subject to paragraph IX.B. The Co-ops have provided and continue to provide educational and programming activities which are available to UCSD students.

B. Rights: Subject to oversight by the AS and GSA and their resolution that the Co-ops are acting in the best interest of UCSD students and subject to all applicable UCSD Policies and Procedures, the Co-ops may:

1. Continue to have agency accounts for the purpose of paying for space and for departmental re-charges by UCSD. Balances in these accounts must be sufficient to cover outstanding recharges;

2. Have outside checking accounts; and

3. May invest Co-op funds in savings or money market funds.

C. Responsibilities: Subject to oversight by the AS and GSA, the Co-ops shall be responsible for the following, including, but not limited to: hiring and firing of personnel (including the right to hire consultants and independent legal counsel), job descriptions, wage and benefit policies, personnel policies, internal decision making procedures, price-setting, stocking, inventory, capital purchases, merchandising decisions, volunteer policy, record keeping, loan policy, donation policy, programming, and accounting. Co-ops shall not employ their employees through the UCSD Personnel Office. Any person who is regularly employed by a Co-op shall be treated as an employee and not an independent contractor.

D. Co-ops shall maintain control of Co-op assets until dissolution. In the event of the dissolution, a Co-op shall give all of its remaining assets, subject to its liabilities, to one of the following, at the Co-op's option:

a) another UCSD Co-op;

b) UCSD student government; or

c) a UCSD campus unit.

In the event that University systemwide registered student organization regulations do not allow any off-campus accounts, a Co-op, upon dissolution, shall also have the option to give all of its remaining assets to any University of California (non-profit) corporation or University of California unincorporated association which has been determined to be exempt from income tax pursuant to California Revenue and Taxation Code section 23701 and Internal Revenue Code section 501(c). In addition to the distribution of assets described above, in the event that a Co-op chooses to take its assets off-campus, a Co-op shall, upon dissolution, also use a portion of its assets to establish a scholarship fund of $10,000 to be set aside in trust to benefit UCSD students pursuing socially beneficial studies; the trust instrument, shall include one representative from each Co-op, one representative from the A.S., and one representative from the GSA. Co-op(s) shall, to the extent possible, endeavor to keep Co-op assets within the UCSD community.

E. Programming in non-allocated and allocated Co-op Facilities:

1. Co-ops may reserve programming and meeting space in UCSD facilities pursuant to the same terms and conditions available to other registered student organizations.

2. The UCSD Administration recognizes that programming is integral to the purpose and continued functioning of the Ché Café. Therefore, to ensure that Co-op programming can, to the greatest extent possible, continue to be within the Co-op's authority, the parties agree to modify the blue-forming process with the following procedure for Co-op programming of events. Co-op shall assume liability for any and all loss, expenses (including reasonable attorney's fees) or claims for injury or damages arising out of programming. These procedures will be implemented at such time as a given Co-op has appropriate insurance as approved by the UCSD Risk Management Office.

a. Reservations: The Ché Café shall have first priority to programming of events within the Ché Café facility including the patio area. Any reservation of the Ché Café facility by a group other than the Ché Café must be approved by the membership of the Ché Café Collective. The Ché Café Collective has five (5) days to respond to such requests. If Co-ops wish to program any events outside their leased spaces, they must go through the standard programming space reservation process.

b. Ticketing: Co-ops shall have the right to ticket their events, provided that they follow proper ticketing procedures, good business practice, and their collective structure. Ticketing shall conform to facility capacity. Co-ops shall have a minimum of two people, one seller and one taker, at the event. Numbered tickets shall be sold and the ticket stubs retained. At the end of the event, the ticket stubs and cash will be counted and the amount of overage or shortage of money recorded and accounted for through the Co-op's accounting procedures. An event report shall be filed by the Co-op and sent to the Co-op's adviser within ten (10) working days. A Co-op may contract with the Box Office to sell tickets for an event.

c. Notice: Co-ops shall, in cooperation with their adviser, give a minimum of two (2) weeks notice to the UCSD Administration regarding the scheduling of programmed events. The following information shall be indicated in writing from the Co-op to Student Government Services:

1) Date and duration of the event;

2) Number of people expected at the event;

3) Type of amplified music;

4) Whether or not alcoholic beverages will be permitted in such an event, the Co-op shall comply with appropriate UCSD Policies and Procedures;

5) Whether or not the event is free or shall be ticketed;

6) Proposed Co-op security arrangements;

7) Whether the Co-op desires to pay UCSD to provide any services (clean-up, security, sound, etc.);

8) Person or persons in charge of event; and

9) Names of artists scheduled for event;

d. Security: Co-ops and the UCSD Police Department shall work together to determine operating guidelines regarding security, including the number of Co-op personnel working on security at events. Within these guidelines, Co-ops shall have the right to conduct their own security at Co-op sponsored events in Co-op assigned spaces. In the event that the Co-op chooses to hire an outside security firm, they may do so provided that they clear said firm with the UCSD Police Department. Nothing in this paragraph shall affect the ability of UCSD to provide for such additional security as it may consider subject to the same regulations applied to any other registered student organization.

e. The UCSD Administration must inform the Co-op(s) of any objections to the Co-op event within five (5) working days of receiving notice of the event, so that the Co-op may make any needed adjustments to ensure the smooth and safe functioning of the event.

f. Co-ops have the right to issue contracts for performers and shall assume full liability for any such contract. A copy of the contract will be submitted with the event report.

F. Co-ops shall comply with all state and federal laws and regulations and with all applicable University of California and UCSD Policies and Procedures.

G. Co-ops shall cooperate with AS and GSA in AS and GSA oversight activities. Co-ops shall, in a timely manner, prepare and provide AS and GSA with copies as following:

1. Monthly disbursement journals by the 15th day of the following month.

2. Not less than quarterly income and expense reports (including reports of capital purchases in excess of $1000.00) within 45 days of the end of each quarter.

3. Year-end reports (including inventory evaluation) on or before October 15 of each year.

4. Annual CPA audits within 30 days after completion of the audit. Co-ops shall select the CPA. The engagement letter shall be mutually agreed upon by the AS, GSA, and Co-ops.

5. Annual state and federal tax returns within 30 days of filing and no later than December 15 of each year.

6. Documentation of payment of withholding for income taxes within 30 days of filing.

7. Documentation of payment of unemployment insurance on a quarterly basis within 30 days after the payment is due.

8. Documentation of payment of workers' compensation on a quarterly basis within 30 days after the payment is due.

9. Documentation of payment of state disability insurance on a quarterly basis within 30 days after the payment is due.

10. Documentation of payment of Social Security (FICA) on a quarterly basis within 30 days after the payment is due.

11. Current Co-op Charters by October 15 of each year, and any amendments thereto, within 30 days of the adoption thereof.

12. Sales tax reporting information submitted no later than 30 days after payment is due.

H. Failure to provide the AS and GSA Oversight Committee with copies of any of the reports described immediately above or failure to provide a copy of a valid extension granted by the Franchise Tax Board and/or the Internal Revenue Service, regarding items 5, 6, 7, 8, 9, 10 or 12 within the stated time shall result in a probation period. During said probation period, the Oversight Committee shall send written notification, through UCSD messenger services, that this required documentation has not been received. Upon receipt of this notification, the Co-op(s) shall have fifteen (15) days to supply the required documentation or a valid extension. Failure to do so shall result in automatic termination. During the said fifteen (15) day extension there shall be a meeting with the Co-op(s) in question to discuss this issue. The Co-ops shall be responsible for all fines levied against them by federal and state agencies. If such termination occurs, the parties shall have the same options provided in Article IX E.

Failure to provide the Oversight Committee with copies of any of the reports described in items 1, 2, 3, 4 or 11 within the stated time shall result in an immediate investigation by the Oversight Committee. A report by the Oversight Committee regarding the situation (and the Committee's recommendations) shall be presented to both the AS and GSA Councils no later than thirty (30) days after the start of the investigation. The Councils shall have the option to vote provided it has been proven that Co-op(s) have violated Section VII.C.1 and 5. The Councils shall have the option to vote (per Article IX) on whether their involvement with the Co-op(s) in question shall continue. This vote shall occur if a majority of either Council resolves to do so. The Co-op(s) shall be informed if such a vote occurs. If such a vote terminates the Agreement, the parties shall have the same options provided in Article IX E.

All reports above (1-12) shall be received according to standard AS business practices which include the issuance of a receipt at the time of delivery.

I. The Co-ops shall be responsible for all Co-op internal financial and organizational operations, subject to AS and GSA oversight, as specified in this Agreement.

J. The Co-ops shall operate their retail activities in accordance with sound business practices and their collective structure, subject to AS and GSA oversight.

K. The Co-ops shall comply with their respective Student Organization Charters; provided, however, that the terms of this Agreement shall prevail in the event of a conflict between the Charter(s) and this Agreement.

L. The Co-ops shall respond within a reasonable time to complaints against them by employees or customers.

M. Financial Arrangements: The Co-ops shall pay the amounts specified in the Master Space Agreement, attached hereto and incorporated herein as Exhibit 1.

N. Tax-Exempt Status: As a condition of this Agreement, each Co-ops shall maintain non-profit unincorporated association status or non-profit incorporated status. Each Co-op will also seek tax-exempt status from the State Franchise Tax Board (FTB) and the Internal Revenue Service (IRS). Each Co-ops shall file for such determination with the FTB within ninety (90) days of execution of this Agreement and with IRS on or before July 1, 1993. It is understood that Co-ops shall assume all liabilities which may be assessed by FTB and IRS.

Assuming no significant changes in the activities which would reasonably bring into question the following representations, the Vice Chancellor of Student Affairs, on behalf of the UCSD Administration, will provide letters (reviewed by all parties) stating the following to the FTB and IRS:

1. The Co-ops are registered student organizations of the University of California, San Diego.

2. The Co-ops provide beneficial services to the UCSD student body and campus community.

3. The Co-ops also provide educational and programming activities to UCSD students which support and contribute to the University's educational mission.

O. The Co-ops shall provide the AS, GSA, and UCSD Administration with copies of their applications for tax-exempt status and copies of all correspondence with the FTB and IRS during the period of their review of the applications. The Co-ops shall notify the AS, GSA, and the UCSD Administration of decisions reached by the FTB and IRS within five (5) days of receipt thereof. In the event that the Co-ops are unable to obtain both state and federal exempt-status, they will retain registered student organization status at UCSD subject to terms of this Agreement and shall pay all taxes required by IRS and FTB and shall report payments to the A.S. and GSA. Failure of a Co-op(s) to retain non-profit status, does not imply that the Co-op(s) must be dissolved. A Co-op(s) shall retain student organization status at UCSD during a re-negotiation period not to exceed sixty (60) days unless extended by mutual consent of all parties. This Agreement will terminate unless extended, at the end of said period. During this re-negotiation period the status of the Co-op(s) at UCSD, and the applicability of this Agreement will be determined. In the event that no agreement is reached within said period, Co-op assets will be identified and distributed as follows:

1. In a manner agreed upon as a result of these negotiations or

2. To the entities identified in paragraph I.D. of this Agreement.

P. The Co-ops shall pay all taxes and penalties required by IRS and FTB and shall report payments to the AS and GSA.

Q. Co-ops shall provide the UCSD Risk Management Office with copies of the following:

1. Annual documentation of liability insurance as required by the UCSD Risk Management Office, subject to the terms of paragraph XI, and notice of any changes thereto, within 30 days of said changes.

R. The Co-ops shall not express or imply in any way that the Regents of the University of California, its agents and employees, are parties to any contract or have any responsibilities in connection therewith. Co-ops shall inform all current and future vendors or contractors in writing, of this disclaimer.

II. Responsibilities of UCSD Administration

A. All decisions regarding the oversight of Co-op operations shall be decided by the AS and GSA (and not the Administration) except non-compliance with the following which the Administration shall oversee:

1. Health and safety regulations

2. UCSD Policies and Procedures except as specified in this Agreement

3. State law

4. Federal law

5. The terms of this Agreement

6. Insurance Requirements

7. Indemnification Requirements

B. Except in the case of emergencies, in the event the UCSD Administration believes that a Co-op has violated one of the items described in paragraph II.(A)1-7 above, it will provide the AS and GSA and the respective Co-op with written notice specifying the violations and an opportunity for the Co-op to remedy the alleged violation(s). For the purposes of this Agreement, the Master Space Agreement and the Sub-Space agreements, "Emergency" shall be defined as: "a situation in which human life or property is in clear and immediate jeopardy and prompt summoning of aid is essential."

C. All disputes regarding items 2 and 5 above shall first be directed to the AS and GSA for informal resolution by the Oversight Committee established in IV.B. Resolution shall be in a timely manner, not to exceed 30 days, unless extended by all parties.

D. Upon agreement to this memorandum, the University Center Staff shall continue to provide financial oversight duties for the Co-ops until June 30, 1993, at which time all financial records and accounting shall be handled by the Co-ops with off campus accounts.

E. Nothing in this agreement shall affect the authority of the University as an owner of the facilities to comply with legal requirements (per Article II; Section A; 1, 3, and 4) or to secure the facilities against loss or damage provided that the rights of the Co-ops as tenants are respected as provided in the space agreements.

III. Role of the student facilities board: The AS and GSA may seek the advice of the student facilities board. The status of the University Center Board is the subject of pending litigation as of the date of execution of this Agreement and is not addressed herein ¹

IV. Role of AS and GSA :

A. The AS and GSA will assume financial liability, responsibility, and oversight for the Co-ops as described in Paragraphs VII, VIII, and IX of this Agreement. To the extent that the Co-ops fail to indemnify UCSD, the AS and GSA shall accept financial liability for the acts and omissions of the Co-ops and AS and GSA funds shall be used for payment for such failure(s) by Co-ops.

B. The Oversight Committee shall be made up of eight (8) voting and one (1) non-voting student members. Five (5) voting members shall be selected by the AS (the AS Vice President Finance, the AS Commissioner of Operations/Services and Enterprises, and three (3) selected by the AS Council); two (2) voting members shall be selected by the GSA (the GSA Vice President Finance and one (1) selected by the GSA Council); and one (1) voting member will be selected by student facilities board. The Co-ops shall select one (1) student to represent them as a non-voting member to this Oversight Committee. The Chair of the Committee shall be selected by the Committee and shall vote only in the case of a tie.

C. The budget for the Oversight Committee shall be addressed in the Master Space Agreement.

D. The Oversight Committee shall be responsible for the following:

1. Reviewing all documents and reports submitted to the AS and GSA by the Co-ops.

2. Informal dispute resolution as specified herein.

3. Publishing reports to the AS and GSA Councils, the student body, and the UCSD Administration, as provided herein.

4. Making recommendations to both the AS and GSA Councils regarding their Co-op resolutions.

V. Recycle Co-op: The Recycle Co-op does not need a space agreement at this time but has the option to request space. The Recycle Co-op may receive lockable office space free of charge via an annual space allocation process through the student facilities board. At the option of the Recycle Co-op, the AS and GSA may serve the same functions with regard to the Recycle Co-op's registered student organization status as they serve in respect to the other Co-ops. Additionally, UCSD may negotiate an agreement with the Recycle Co-op for recycle services. UCSD recognized the special nature of the Recycle Co-op and will seek to work out an agreement with them. Any such agreement shall specify which party or parties shall be responsible for Recycle Co-op liability insurance and the type of insurance required.

VI. Autonomy: The UCSD Administration is committed to the concept of AS and GSA becoming organizationally, financially and operationally autonomous if the AS and GSA so choose and if the AS and GSA accept the necessary responsibilities associated with those decisions. The AS and GSA will seek and may, subject to the concurrence of the University and the AS and GSA, obtain organizational, financial, and operational autonomy. The AS and GSA may use AS and GSA funds and activity fees for the legal fees in connection with the negotiation of their autonomy. The AS and GSA, collectively or individually, shall file a proposal(s) for autonomy with UCSD Administration on or before November 1, 1993, and the UCSD Administration shall engage in negotiations within 30 days of receipt of said proposal(s). The UCSD Administration, will draft a letter to the Regents supporting the AS and GSA request for autonomy, provided a mutually acceptable agreement is reached as follows:

A. The AS and GSA are recognized as official student government bodies of the University of California, San Diego;

B. The AS and GSA assume oversight responsibilities with regard to the Co-ops; and

C. The AS and GSA shall remain accountable to the UCSD Administration.

The parties agree that when and if the AS and/or GSA become autonomous, a new Memorandum of Understanding may be negotiated as deemed necessary by the parties of the autonomy agreement(s); provided, however, that the parties will make their best efforts to reiterate the substantive covenants contained herein.

VII. AS and GSA Oversight of the Co-ops shall consist of:

A. Receipt and timely review of the materials described in paragraph I (H) 1-12 which are submitted by Co-ops.

B. Appropriate follow-up if Co-op(s) fail to submit the materials described in paragraph I.H.1-12 or if AS and GSA has questions regarding said materials.

C. Determining whether each Co-op is acting in the "best interests of students" based on the following factors:

1. Whether the Co-op's financial practices are sound, based on financial and CPA reports;

2. Whether the Co-op's membership and access to decision-making remains open to students;

3. Whether the Co-op has reasonable pricing policies;

4. Whether the Co-op provides services, educational and/or programming activities;

5. Whether the Co-op is financially solvent.

D. Nothing in this paragraph shall limit the rights or duties of the parties under this or other agreements.

VIII. AS and GSA Accountability shall be defined as:

A. Submitting reports (at least annually) to the UCSD student body and to the UCSD Administration regarding the activities of the Co-ops. The AS and GSA shall provide Co-ops with a copy of said reports.

B. Notifying (by AS and GSA) the UCSD Administration within ten (10) working days of notice to or knowledge of any failures by the Co-op(s) to comply with the terms of this Agreement, violations of health and safety regulations, University policy and procedures, state and/or federal law or of any complaint and of the action AS and GSA intends to take to obtain compliance by the Co-op(s).

C. Notifying the UCSD Administration within ten (10) working days of the resolution of any of the matters listed in paragraph VIII.B. above or of the decision reached in any informal complaint or grievance against Co-op(s). It is the intention of parties to resolve disputes informally.

IX. Renewal Processes

A. Space Agreements:

1. The AS and GSA shall enter into a five-year Master Space Agreement with the student facilities board, approved and executed by the student facilities board chair, the AS, GSA, and the University Centers Director. The AS and GSA may grant two-year renewal options for the Master Space Agreement. The Master Space Agreement will be subject to review and an affirmative vote of the student facilities board. The AS and GSA shall then enter into annual Sub-Space agreements with each of the Co-ops. Signatories to the Sub-Space agreements shall be an authorized signatory who shall be one of the Principal Members of each individual Co-op, the President of the Graduate Student Association, and the President of the Associated Students.

2. The terms and conditions of the annual Sub-Space agreements shall remain the same from year to year except as agreed to in writing by the parties to the Sub-Space agreements and except for the basic financial arrangements which shall change from year to year as described in the Master Space and Sub-Space agreements. Debt service and direct expenses shall be paid directly to the Regents of the University of California and credited to the University Center Accounts by the AS and GSA.

3. Except as provided in paragraph II of this Agreement, there shall be no UCSD Administration direct involvement, override or veto with regard to the enforcement of the Sub-Space agreements.

4. This Agreement is conditioned upon satisfactory space agreements being signed by October 31, 1993.

B. Student Registration Procedure:

1. Every year, on or before October 1, the Co-ops shall submit to the AS and GSA a report on each of the Co-op's operations for the previous fiscal year (July 1-June 30). If extraordinary circumstances arise, a Co-op may request an extension of time from the AS and GSA. This report shall include and be based on at least the following items:

a. Annual CPA audit reports

b. Co-op's year-end financial statements

c. Co-op's services and educational and/or programming activities

d. Copies of IRS Form 990 and FTB Form 199, or whe re appropriate copies of IRS Form 990-T and FTB Form 109, to be filed by November 15 of each year (per Article I, H, 5).

2. The AS and GSA shall vote annually on the recommendation presented by the AS and GSA Oversight Committee. For this vote the GSA vote shall be weighted to be equivalent to the percentage of graduate students in the total campus student population. At the end of the term of each sub-agreement, the AS and GSA shall vote to renew the sub-agreements. The UCSD Administration shall remain neutral regarding any such votes.

a. AS and GSA shall take separate votes. These votes shall be summed according to the following formula:

• Yes= ((AS Yes votes)/(total AS votes)) X 25 + ((GSA Yes votes)/(total GSA votes)) X5
  
• No= ((AS No votes)/(total AS votes)) X 25 + ((GSA No votes)/(total GSA votes)) X5
  
• Abstain= ((AS Abstain votes)/(total AS votes)) X 25 + ((GSA Abstain votes)/(total GSA votes)) X5
  

The proportional figures in this formula (which take into account the proportional association populations) shall be recalculated and amended into this Agreement each year.

3. In the event that the AS and GSA resolve that the Co-ops are acting in the best interest of students, as defined in paragraph VII-C, and that the AS and GSA agree to assume liability, responsibility and oversight over the Co-ops, the AS and GSA inform in writing, the Vice Chancellor of Student Affairs of the AS' and GSA's commitment. Upon receipt of those recommendations, the UCSD Administration shall make yearly exceptions to campus policies 33.10A6 and 33.10A7 and as necessary, and shall grant registered student organization status to the Co-ops for educational, programming, retail, and recycling aspects of the operations.

C. Appeal of Negative Vote: In the event that a majority of AS and GSA does not vote in favor of renewing a Co-op's student organization status as provided above, it must give cause in the form of a written report. AS and GSA must hold hearings within (30) days, but no sooner than 15 days from the date of the vote, at which time the Co-op shall be given the chance to defend itself against the charges raised. It shall require a combined weighted two-thirds affirmative vote (calculated per the formula established in paragraph IX-B) by both Councils to end AS and GSA involvement with the Co-op(s) in question. During this process, Co-op's student organization status, its Sub-Space Agreement, the terms of this Memorandum, and AS and GSA accountability and liabilities will remain in effect.

1. In the event that a two-thirds (2/3) majority of GSA votes that the Agreement should remain in effect, despite a two-thirds (2/3) combined affirmative vote of the A.S. and GSA to terminate the Agreement, the A.S. and GSA shall arrange, within 45 days, for a hearing by a binding arbitration board agreed upon by both parties to determine whether the Co-op in question has violated the terms of the Agreement as stated in paragraph VII.C. The Agreement shall remain in effect until the arbitration board has made its decision. The ruling of the arbitration board shall be binding on all parties.

D. If the vote to end AS and GSA involvement with the Co-op(s) in question fails to achieve the required majorities as stated above, then the Co-op Sub-Space Agreements shall be renewed. The AS and GSA shall inform in writing the Vice Chancellor of Student Affairs regarding A.S.'s and GSA's commitment to continue to assume liability for the Co-op(s) and provide oversight of the Co-op(s), as described in this Memorandum of Understanding.

1. Upon receipt of this letter, the UCSD Administration shall grant the Co-op Student Organization status and grant all appropriate exceptions to University Policies and Procedures.

2. If a Co-op's student organization status is renewed in this manner, either AS or GSA may seek to resolve any remaining disputes with the Co-op, either through informal dispute resolution and/or grievance procedure.

a) In the event that a Co-op's student organization status is renewed in this manner and informal dispute resolution produces new information relevant to the dispute at hand or a change in circumstance, a re-vote may occur, provided a majority of either Council resolves to have such a vote. Co-op(s) shall be informed of such a re-vote at least 15 days prior to its occurrence. This re-vote may occur a maximum of once a year. The procedure followed in this re-vote shall be that outlined in paragraph IX-C-1 above.

E. In the event that both Councils vote to end AS and GSA involvement by the required majorities stated above, this Memorandum of Understanding will be terminated for the Co-op(s) in question and the UCSD Administration may, at its option, choose to enter into a new arrangement with the Co-op(s) in question or, if it deems it appropriate, initiate a grievance against the Co-op(s). The AS or GSA may also try to re-negotiate an agreement separately with the University and the Co-op(s) if the parties choose to do so.

X. Expansion: The Co-ops shall have the option to request an expansion of their respective spaces. New and existing registered student organizations may make a request to the AS and GSA that they be covered pursuant to the same terms and conditions available to the Co-ops. If that is acceptable to the AS and GSA, the five-year Master Space Agreement may be amended provided the proposal is approved by the student facilities board. If the Master Space Agreement is so amended, the AS and GSA shall execute appropriate annual Sub-Space agreements with the registered student organization(s).

XI. Insurance: For the duration of this Agreement, Co-ops and/or UCA on their behalf, shall procure and maintain adequate insurance in such amounts and in such manner as is required by the UCSD Risk Management Office on an annual basis. Levels of insurance shall be consistent with industry standards. The UCSD Administration shall consult the AS and GSA on the minimum levels of insurance coverage that each Co-op shall be required to maintain. Failure to procure and maintain adequate insurance coverage shall result in automatic termination of this Agreement without recourse to any grievance policies or procedures. Changes in insurance requirements originating from the UCSD Risk Management Office must be made in good faith and communicated in writing with an explanation of the changes to the Co-ops no less than thirty (30) days prior to the date from which the Co-ops will be expected to procure the appropriate insurance.

XII. Indemnification: Each Co-op, shall defend, indemnify and hold AS, GSA and UCSD, their officers, employees, and agents, harmless from and against any and all liability, loss, expense (including reasonable attorneys' fees), or claims for injury or damages arising out of the performance of this Agreement but only in proportion to and to the extent such liability, loss, expense, attorneys' fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of the Co-op(s), their officers, employees, or agents.

XIII. Dispute Resolution:

A. Informal Resolution:

The AS and GSA shall work with the Co-ops to develop a mutually acceptable process for informal resolution of informal complaints and/or grievances and shall attempt to resolve any such informal complaints and/or grievances in a timely manner, not to exceed 30 days unless mutually agreed upon by all the parties hereto. This informal resolution process shall be available to the parties hereto, UCSD students, faculty, employees and registered student organizations; provided, however, that this shall in no way limit their recourse to other UCSD Policies and Procedures regarding the processing of complaints and/or grievances.

In the event of disputes arising between Co-op(s) and UCSD Administration, the AS and GSA Oversight Committee shall attempt informal resolution of the dispute prior to initiation of formal grievance procedures. Resolution shall be in a timely manner, not to exceed thirty (30) days, unless extended by all parties.

B. Formal Resolution

Except as specified herein, the UCSD Policy and Procedures Applying to Student Activities shall be used for any formal complaint or grievance arising from this Agreement. If a formal complaint or grievance arises from this Agreement, the Co-op's Sub-Space agreement and registered student organization status shall remain intact until a hearing officer, or hearing body, finds that the Co-op in question has acted contrary to University Policies and Procedures. Alternatively, if all the parties to a dispute agree, they may pursue the alternatives of mediation or binding arbitration by a person or entity which is mutually selected. In any such proceeding, attorney's fees will be awarded to the prevailing party.

C. Resolution of all disputes must conform with basic principles of due process, including but not limited to:

1. specification of the charge;

2. provision of sufficient time for the charged party to have an opportunity to remedy the problem;

3. opportunity for a hearing; and the right to an appeal.

This section shall not apply when automatic termination is specifically initiated per paragraph I.H and section XI.

XIV. Dismissal of Pre-Existing Complaints/Grievances: The UCSD Administration agrees that it shall dismiss with prejudice any complaints filed by it to date against the Co-ops or its members for alleged violations (dated December 15, 1992) of the UCSD Policies and Procedures applying to Student Activities. The Co-ops agree that they dismiss with prejudice the three grievances (dated December 19, 1991, February 3, 1992, and July 23, 1992) filed against UCSD, its employees and members of its administration.

XV. Attorney's Fees: Each of the parties shall bear the costs of their own attorney's fees in connection with the preparation of this Agreement.

XVI. Entire Agreement: This document states the entire Agreement between the parties with respect to its subject matter and supersedes any previous and contemporaneous or oral representations, statements, negotiations, or agreements.

XVII. Execution: Each of the persons signing this Agreement on behalf of a party or entity other than a natural person represents that he or she has authority to sign on behalf of and to bind such party.

XVIII. Assignment: No party may assign their rights, duties, or obligations under this Agreement, either in whole or in part, without the prior written consent of the other parties.

XIX. Severability: If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future laws effective during the term hereof, such provision shall be fully severable. This Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provisions shall remain in full force and effect unaffected by such severance, provided that the severed provision(s) are not material to the overall purpose and operation of this Agreement.

XX. Waiver: Waiver by any party of any breach of any provision of this Agreement or warranty of representation herein set forth shall not be construed as a waiver of any subsequent breach of the same or any other provision. The failure to exercise any right here under shall not operate as a waiver of such right. All rights and remedies provided for herein are cumulative.

XXI. Modifications and Amendments:

A. This Agreement may be amended or modified at any time by mutual written consent of the authorized representatives of the parties. UCSD, Co-ops, AS, and GSA agree to amend this Agreement to the extent amendment is required by an applicable regulatory authority and the amendment does not materially affect the provisions of this Agreement.

B. If new Policies and Procedures of the University of California or UCSD are implemented which materially affect the intent of the provisions of this Agreement, there shall be an opportunity to meet and confer regarding how and/or if those policies and procedures will be applied or excepted. The UCSD Administration shall notify the AS, GSA and Co-ops in writing of such possible conflicts.

XXII. Termination for Cause: In the event a Co-op declares bankruptcy, is found by the relevant administrative agency, court or UCSD hearing committee or officer to have violated state or federal law or UCSD Policies or Procedures, this Agreement shall terminate immediately with respect to said Co-op. This Agreement may be terminated for a material breach of this Agreement by any party upon 60 days prior written notice to the other parties. Termination of this Agreement shall result in automatic termination of the Master Space Agreement and the Sub-Space agreements.

XXIII. Termination without Cause: This Agreement may be terminated at any time upon the mutual written consent of all the parties.

XXIV. This Agreement, and the underlying delegations to the AS and GSA upon which it is based, shall be in effect for a period of five (5) years, subject to the two-year renewal options under paragraph IX., after which it shall terminate unless renewed or modified.

XXV. The parties reserve all rights not specifically waived herein.

UCSD ADMINISTRATION
Date:
By:
Joseph W. Watson
Vice Chancellor, Student Affairs

THE GENERAL STORE CO-OP
Date:
By:
Print Name:

CHÉ CAFÉ
Date:
By:
Print Name:

GROUNDWORK BOOKS
Date:
By:
Print Name:

FOOD CO-OP
Date:
By:
Print Name:

RECYCLE CO-OP
Date:
By:
Print Name:

ASSOCIATED STUDENTS
Date:
By:
Print Name:

GRADUATE STUDENT ASSOCIATION
Date:
By:
Print Name:

The undersigned hereby agree that all items negotiated after the signing of the May 3, 1993 Memorandum of Understanding and the Addendums, dated June 8, 1993 have been incorporated into the November 29, 1994 revised Memorandum of Understanding.

UCSD ADMINISTRATION
Date:
By:
Joseph W. Watson
Vice Chancellor, Student Affairs

THE GENERAL STORE CO-OP
Date:
By:
Print Name:

CHÉ CAFÉ
Date:
By:
Print Name:

GROUNDWORK BOOKS
Date:
By:
Print Name:

FOOD CO-OP
Date:
By:
Print Name:

RECYCLE CO-OP
Date:
By:
Print Name:

ASSOCIATED STUDENTS
Date:
By:
Print Name:Carla Tesak, A.S. President

GRADUATE STUDENT ASSOCIATION
Date:
By:
Print Name:Laura Kaelke, GSA President