Draft (Unsigned) 2005 Version MOU - Faculty Center & UCLA

AGREEMENT Between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA ON BEHALF OF ITS LOS ANGELES CAMPUS and THE UCLA FACULTY CENTER ASSOCIATION, INC.

Draft: March 16, 2005

TABLE OF CONTENTS FACULTY CENTER AGREEMENT Page RECITALS............................................................................................................................................. 1 1.

Ownership and Description of Building and Premises ............................................................... 2 2.

Use of Building and Premises ..................................................................................................... 2 3.

Term............................................................................................................................................ 3 4.

Automatic Renewal..................................................................................................................... 3 5.

Rent ............................................................................................................................................. 3 6.

Administration of Association Services...................................................................................... 3 6.1. Status of Association................................................................................................................... 3 6.2. Coordination between Association and University..................................................................... 3 6.3. Board of Directors....................................................................................................................... 4 6.4. General Manager......................................................................................................................... 4 6.5. Appointees .................................................................................................................................. 4 6.5.1. Responsibilities of Association ................................................................................................... 4 6.5.2. Continuation of University Employment.................................................................................... 4 6.5.3. Payment to Appointees ............................................................................................................... 5 6.5.4. Service Fees ................................................................................................................................ 5 6.5.5. Benefits ....................................................................................................................................... 5 6.5.6. Employment Records.................................................................................................................. 5 6.5.7. Employment Responsibilities ..................................................................................................... 6 6.5.8. Performance Evaluations ............................................................................................................ 6 6.5.9. Cooperation in Disposition of Claims......................................................................................... 6 6.5.10. Direction and Control of Appointees .......................................................................................... 6 6.5.11. Safe Work Conditions................................................................................................................. 6 6.6. Licenses and Permits................................................................................................................... 6 6.7. Equal Opportunity....................................................................................................................... 7 6.8. Operating Policies and Procedures ............................................................................................. 7 6.9. Access ......................................................................................................................................... 7 6.10. Compliance with Applicable Laws and Policies......................................................................... 8 6.11. Other Governmental Authorities Having Jurisdiction ................................................................ 8 6.12. University Inspections ................................................................................................................ 9 6.13. Contracting for Purchase of Services.......................................................................................... 9 6.14. Contracting for Purchase or Rental of Goods ............................................................................. 9 6.15. Art Work and Equipment.......................................................................................................... 10 6.16. Legal Services ........................................................................................................................... 10 6.17. Fundraising and Donations ....................................................................................................... 10 6.18. Coordination with Campus Activities....................................................................................... 10 6.19. Community Relations ............................................................................................................... 10 6.20. Service to University Community............................................................................................. 11 6.21. Membership Eligibility ............................................................................................................. 11 6.21. Telecommunication and Computing ......................................................................................... 11 6.23. Mail Services ............................................................................................................................ 11 6.24. Use of Credit Cards................................................................................................................... 11 7.

Liability..................................................................................................................................... 11 7.1. Nonliability and Indemnification of University........................................................................ 11 7.2. Liability Insurance .................................................................................................................... 11 7.2.1. Comprehensive Form General Liability.................................................................................... 12

Draft 2005-03-16

7.2.2.

7.2.3.

7.2.4.

7.3.

7.4.

8.

8.1.

8.2.

8.3.

8.3.1.

8.3.2.

8.3.3.

8.3.4.

8.3.5.

9.

9.1.

9.2.

9.3.

10.

11.

12.

13.

14.

15.

16.

16.1.

16.2.

16.3.

16.4.

16.5.

17.

18.

Fidelity Bond ............................................................................................................................ 12 Director and Officer Liability ................................................................................................... 12 Additional Insured .................................................................................................................... 12 Fire and Extended Coverage Insurance..................................................................................... 13 Workers’ Compensation Insurance ........................................................................................... 13 Maintenance of and Repairs and Improvements to Building and Premises.............................. 13 Building Structure..................................................................................................................... 13 Maintenance .............................................................................................................................. 13 Improvements and Repairs to Building or Premises................................................................. 14 Consent, Consultation and Assumption of Costs...................................................................... 14 Management and Contracting ................................................................................................... 14 Life-Safety and Compliance with Laws.................................................................................... 14 Minor Repairs ........................................................................................................................... 14 Emergency Repairs ................................................................................................................... 14 Utilities, Grounds and Janitorial ............................................................................................... 14 Utilities...................................................................................................................................... 14 Janitorial Services ..................................................................................................................... 15 Grounds..................................................................................................................................... 15 Assignment and Subletting ....................................................................................................... 15 Termination Without Cause ...................................................................................................... 15 Naming...................................................................................................................................... 15 Signage...................................................................................................................................... 15 Parking ...................................................................................................................................... 16 Security ..................................................................................................................................... 16 Finances .................................................................................................................................... 16 Financial and Activity Reporting.............................................................................................. 16 Independent Financial Status .................................................................................................... 16 Borrowings................................................................................................................................ 16 Audit Program........................................................................................................................... 17 Taxes - Liens............................................................................................................................. 17 Notices ...................................................................................................................................... 17 Entire Agreement....................................................................................................................... 18

ATTACHMENTS: I.

ARTICLES OF INCORPORATION OF THE UCLA FACULTY CENTER ASSOCIATION, INC.

II. BY-LAWS OF THE UCLA FACULTY CENTER ASSOCIATION, INC. III. UCLA CAPITAL PROJECTS UNDERTAKEN AT UCLA FACULTY CENTER. IV. DESCRIPTION OF BUILDING AND ADJACENT AREAS (“PREMISES”).

V. DESCRIPTION OF FIXTURES AND EQUIPMENT OWNED BY FACULTY CENTER ASSOCIATION, INC.

Draft 2005-03-16

AGREEMENT BETWEEN THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, ON BEHALF OF ITS LOS ANGELES CAMPUS AND THE UCLA FACULTY CENTER ASSOCIATION, INC. THIS AGREEMENT is entered into this day of ____________________, 2005, the “Commencement Date,” by and between The Regents of the University of California, hereinafter called “Regents” or “University,” on behalf of its Los Angeles campus, hereinafter called “UCLA,” and The UCLA Faculty Center Association, Inc., a California non-profit corporation, hereinafter called “Association.”

RECITALS: Whereas University and Association agree that the context for this Agreement is as follows: The relationship of faculty centers to University of California campuses was addressed in a presentation to Regents in June, 1949, by then University President Robert Gordon Sproul. That presentation and its accompanying guidelines described the role of faculty centers for all University campuses both as physical buildings and as centers of intellectual life for the academic community and provided guidance for future University leaders regarding various aspects of this mutually beneficial relationship.

Subsequently, a decade-long effort by key UCLA faculty and senior administrators led to several actions of Regents (in 1952, 1954 and 1957) that: (a) designated the UCLA campus site for construction of a faculty center building (“Building”); (b) appointed the executive architect; (c) approved the Building design; and (d) authorized the necessary appropriations and loans required for the construction of the Building as a University facility. As operated and managed by Association, the Building has been a fundamental and integral part of the UCLA community since opening in February, 1959.

With the support of the UCLA administration, Association was incorporated on May 17, 1960, as a separate California non-profit corporation. (The articles of incorporation and by-laws are attached to this Agreement as attachments I and II.) For more than 40 years, Association has successfully operated the Building for the specific and primary purpose of furthering the educational and related objectives of University by making it possible for faculty, administrative staff and guests of University to meet and socialize regularly, both formally and informally, and, thus, to provide for the interchange of ideas and information necessary to the achievement of University’s goals. Association has also overseen a 1977-78 Building expansion and has undertaken other improvements, as described in attachment III. As of 2004, nearly 2,500 members of the UCLA community were duespaying members of Association.

The collaborative relationship between University and Association, based in large measure upon the dedication of key individuals and written and oral agreements made over the years, has been at the heart of the successful operation of Association and the Building. Examples of this successful and lengthy collaboration between University and Association include the following: 1. As of 2004, direct appropriations of approximately $1.2 million from University have been provided for: (a) the construction of the Building (both the initial phase and subsequent

Draft 2005-03-16

Page 1 of 18

expansions/improvements); (b) the acquisition of major furnishings and equipment; and (c) temporary operating support.

2. University has arranged for various loans—amounting to a cumulative $1.3 million—for the construction of the Building and acquisition of major furnishings and equipment. As of December, 2004, all loans had been fully repaid by Association.

3. University has, since 1974, provided insurance coverage for the Building and certain aspects of the Association’s operations under University’s general liability insurance policies, and Association has reimbursed University for related costs.

4. In 1974-75, University provided full support and written endorsements for the application of Association to the State of California Alcoholic Beverage Control Board for a license to sell alcoholic beverages on site. The license was approved on October 10, 1975.

5. In 1989, University approved a proposal initiated by the Board of Governors of Association that all of the latter’s employees become University employees; as a result, Association’s employees became eligible for participation in all University employee benefits programs, including the University of California Retirement Plan, and Association agreed to reimburse University monthly for related costs.

6. Due to its integral role as a community center for many segments of the UCLA family, Association has to date been exempted from any assessment by the Office of the Chancellor for “rent” for occupancy of the Faculty Center, assessments which have been applied to other operations of the campus such as UCLA student residential housing/dining facilities and UCLA campus parking facilities.

Association has a long history of successful operation of the Building under informal agreements with University. However, in light of the challenges posed by modern operational realities (including potential liability concerns affecting both Association and University), University proposed that Association and University enter into an agreement formalizing the relationship between the two legal entities in order to confirm operational and financial rights and responsibilities and clarify applicability of laws and policies, along with other relevant matters. A primary goal of formalizing the relationship between Association and University shall be to ensure the continued successful operation of the Faculty Center by Association.

NOW, THEREFORE, it is agreed as follows: 1. Ownership and Description of Building and Premises. University is sole owner of the Building (which includes all fixtures located therein, but not including moveable equipment or furniture) and of the land on which the Building is located, and immediately adjacent areas. Together these comprise the premises (the “Premises”), which are described and depicted in attachment IV. 2. Use of Building and Premises. Pursuant to this Agreement, Association is granted the right to use the Building and Premises on an exclusive basis, for the purpose of operating a dining and conference facility. Permitted uses shall include (i) hosting meetings or other functions (such as cultural or family events) of Association members (“Members”) and guests, or meetings or other functions sponsored

by University units or Registered Campus Organizations, (ii) operating dining facilities for the benefit of Members and guests, (iii) accommodating non-commercial events or activities sponsored by nonUniversity organizations, provided said events are in furtherance of the University’s mission and are consistent with applicable University policy and Association by-laws and (iv) accommodating such

Draft 2005-03-16

Page 2 of 18

additional activities as may be permitted by prior written consent of University. Commercial activities or entities shall not be permitted to conduct or solicit business in the Building or on the Premises, unless approved in advance by University in accordance with University policies. As of the Commencement Date, these policies (http://www.saonet.ucla.edu/campus_regs) are included in the University regulations on Registered Organizations, Activities and Use of Properties. Informational meetings or conferences of commercial entities may be held on the Premises without University approval, if such meetings or conferences are sponsored by a Member or by a University unit and are in accordance with Association operating policies.

3. Term. The term of this Agreement shall commence on the Commencement Date, and shall continue until June 30, 2010, subject to renewal and termination rights as set forth herein.

4. Automatic Renewal. Upon expiration, this Agreement shall be automatically renewed for an additional five-year term, unless terminated pursuant to Paragraph 11 (“Termination Without Cause”). The automatic renewal of additional five-year terms shall continue without limitation. Four years following the Commencement Date, University and Association shall meet to discuss any areas of special concern of either party pertaining to this Agreement, in anticipation of the next scheduled renewal.

5. Rent. Association shall pay University a rental rate of one dollar ($1.00) per year, beginning July 1 of each year, commencing July 1, 2005, without invoicing from University.

6. Administration of Association Services.

6.1. Status of Association. Association is a corporation independent of University, and (except as otherwise set forth in this Agreement) not subject to University’s direction or control. University and Association agree that Association is an affiliated organization of the University, as defined in Paragraph D of the University of California Policy on Support Groups, Campus Foundations, and Alumni Associations, as approved by The Regents in September 1995 and for which administrative guidelines (“Guidelines”) were issued in February, 2004, but only for those organizations identified in Paragraph A of that Policy. Accordingly, the Guidelines do not apply to Association, nor do the Guidelines impose any independent obligations on the Association. A copy of the 1995 policy is provided (for information only) as attachment VI. Policy: http://www.universityofcalifornia.edu/regents/policies/6078.html Association is not authorized to make any commitments or assume any liabilities on behalf of University and is expressly prohibited from representing or implying to third parties that it has the authority to do so. Association is not permitted to use the name, abbreviations or logos of University except as authorized in Paragraph 12 (“Naming”) or otherwise in writing by University and except as part of the official name of Association.

6.2. Coordination between Association and University. Association and University’s Chancellor shall each identify in writing a representative for purposes of coordination between the parties; the representatives shall initially be the individuals identified in Paragraph 17 (“Notices”). Either party may change its representative at any time upon written notice to the other. Unless otherwise stated in this Agreement, wherever in this Agreement it is stated that one party is required to consult with, obtain the review and/or approval of or submit a document to the other party, the person identified in Paragraph 17 (“Notices”), or his or her successor, shall be the contact person for such purposes.

Draft 2005-03-16

Page 3 of 18

6.3. Board of Directors. Association services and operations shall be administered in accordance with guidelines established by the Association Board of Directors (the “Board”). The Board shall have the right to establish the number of voting members of the Board. Association agrees that two (2) exofficio, voting positions on the Board shall be filled by the Chancellor and the Executive Vice Chancellor, or their designated representatives, provided, however, that, if the total number of voting members of the Board is nine or fewer, then in that event there shall be only one University ex-officio voting position. University’s Chancellor shall appoint (or reappoint) University’s representatives in writing no later than July 1 of each year. These University-appointed members are not eligible to serve as officers of Association or on the executive committee of the Board, but they may attend meetings of the executive committee if requested by the President of Association.

6.4. General Manager. The Board shall appoint a General Manager for all day-to-day operations of Association, who shall report to the Board and who shall be employed by University. The appointment of such individual is at the sole discretion of the Board; however, the Board shall consult with the University regarding the interpretation of terms and conditions of employment reflected in applicable University policies, including but not limited to those related to the selection process, job classification and compensation for the General Manager, and shall only authorize compensation within a University-approved pay-range; once appointed, the terms and conditions of General Manager’s employment shall be governed by applicable University policy as reasonably interpreted by the Board. Subject to such approval procedures as Board may require, General Manager shall be responsible for establishing managerial and supervisory policies and procedures, which shall be consistent with all applicable University policies and procedures. The General Manager shall send to University: (i) an advance copy of the agenda of each meeting of the Board and or the Board’s executive committee; and (ii) copies of all Board and executive committee meeting minutes, not later than _____ days following the date of each such meeting.

6.5. Appointees.

6.5.1. Responsibilities of Association. Association shall provide personnel as necessary to operate and maintain the Building and Premises, as set forth in this Agreement, and to conduct all activities related to Association’s dining and conference operations. All persons performing services on behalf of Association (other than employees of consultants or contractors retained by Association) shall be employees of University acting under the day-to-day direction of Association (“Appointees”).

Association shall manage the activities of all Appointees in accordance with the policies and collective bargaining agreements applicable to University employees as they shall exist from time to time, including without limitation policies pertaining to conditions of employment such as hiring, compensation, employment taxes and withholding, hours and conditions of work, e-mail access, benefits programs, conflicts of interest, discipline, grievances and termination. Nothing in this Paragraph 6.5.1 shall in any way reduce or detract from the obligation of any Appointee to comply with University policies, except as expressly provided in this Agreement.

6.5.2. Continuation of University Employment. While performing services for Association under this Agreement, each Appointee shall at all times continue to be an employee of University. In consultation with University, and subject to all applicable University policies and the terms of this Agreement, Association shall manage the process of selection of Appointees, including creating new positions, advertising and/or posting of open positions, interviewing candidates, and making offers of employment. Association shall notify University in advance of any proposed personnel action that would have the effect of reducing any Appointee's appointment to a level that would reduce or eliminate the Appointee's eligibility for University benefits. Association shall ensure that each Appointee has the opportunity to obtain (i) a UCLA employee identification card, and (ii) a UCLA email address (for the purpose of reviewing University benefit information, receiving University

Draft 2005-03-16

Page 4 of 18

communications to the campus community and obtaining employee services such as ombuds or retirement counseling).

6.5.3. Payment to Appointees. Appointees shall be paid directly by University. Association shall be provided with access to the University payroll system to facilitate the process of ensuring timely payment to Appointees, and shall be responsible for ensuring that access to the University payroll system is restricted to those Appointees who have a valid logon ID as issued by University and who have received the requisite training to meet the requirements of preparers and reviewers as set forth in the applicable University policy.

6.5.4. Service Fees. Each month, Association shall pay to University a fee (the “Service Fee”) for providing the services of Appointees to Association. Not later than the tenth day of each month, University shall present an invoice to Association for the full amount of the Service Fees for all Appointees for the immediately preceding month. The Service Fees will cover fully the actual costs associated with provision by University of each Appointee’s services, including without limitation all compensation, including salary, all paid leave taken or accrued, benefits, insurance, counseling (regarding, for example grievance handling, retirement and benefits) workers’ compensation and all University administrative and management costs associated with the Association Appointee program.

Not later than the 20th day of each month, Association shall deliver payment to University for the full amount of the Service Fees for each Appointee that performed services in the immediately preceding month. Payment may be made by either EFT transfer or by paper check, at the discretion of Association.

As of the Commencement Date, University is processing, on behalf of Association, recharges to University units for events in the Building, and deducting any such recharges from the Service Fees prior to presentation of an invoice to Association. In some months, the recharges exceed the Service Fees, in which event the University pays the difference to the Association. This process shall continue to be followed so long as it is satisfactory to both parties. Association and University shall continue to work together to ensure that the system of payments under this Paragraph 6.5.4 remains both streamlined and fully auditable.

6.5.5. Benefits. The Service Fee to be paid by Association to University for the services of Appointees shall include an amount equal to all University contributions to employee benefit programs for Appointees, including contributions to any pension or retirement plan administered by University or the Public Employees' Retirement System. Association acknowledges and agrees that it shall have no right to make or influence decisions relating to these contributions, to the benefits available under such plans or to the administration of the plans. University agrees that the contributions and benefits provided under such plans administered by University shall be the same as those provided for similarly situated University employees who are not providing services to Association.

6.5.6. Employment Records. Association shall provide to University in a timely manner pursuant to reasonable instructions from University all data (including without limitation time records) necessary in connection with University’s administration of its Association Appointee program. Should University’s data requirements change, Association shall provide the data then required in response to timely notice from University of the changes in data requirements.

6.5.7. Employment Responsibilities. University is and shall continue to be the employer of Appointees during the appointment period. University shall therefore have access to employee personnel files maintained by Association and shall be responsible for all administrative employment matters such as payment of all compensation and all employment taxes and withholdings, and

Draft 2005-03-16

Page 5 of 18

provision of all benefits. University shall pay overtime in accordance with the requirements of applicable federal and state wage and hour laws, and shall comply with all record-keeping requirements of the applicable federal and state wage and hour laws, except that Association shall keep track of hours worked, scheduling and overtime and shall provide time records regarding same to University consistent with Paragraph 6.5.6 (“Employment Records”). Nothing contained in this Agreement is intended, and nothing herein shall be construed, to create an employer/employee relationship between Appointee and Association.

6.5.8. Performance Evaluations. Upon request by University for information concerning the performance of an Appointee or the General Manager, Association shall provide, in a timely manner, such information as may be required by University.

6.5.9. Cooperation in Disposition of Claims. University and Association agree to cooperate with each other in the timely investigation and disposition of audits, disciplinary actions, external agency complaints and third-party liability claims arising out of services provided under this Agreement or in connection with Association activities or the operation of the Building or Premises. The parties shall notify each other as soon as possible of any adverse event that may result in liability to the other party. Cooperation in the disposition of such audits, actions, complaints or claims shall include but not be limited to timely notice, joint investigation and the making available of witnesses. Association further acknowledges and agrees that Appointees shall have access to the University’s internal complaint procedures (including but not limited to the University’s procedures for the filing of sexual harassment complaints, discrimination complaints and complaints alleging whistleblower retaliation), as well as the University’s contractually agreed upon grievance processes. Association agrees to cooperate with University in the investigation of such internal complaints or grievances, including but not limited to the provision of witnesses and information as may be available to Association and required by University in connection therewith.

6.5.10. Direction and Control of Appointees. In the performance of Association’s obligations under this Agreement, Appointees shall act at all times under the direction and control of Association.

Except as expressly otherwise provided in this Agreement, Association recognizes and accepts full responsibility for any action of any Appointee, while that individual is providing services to Association under this Agreement.

6.5.11. Safe Work Conditions. Association shall comply with all health and safety laws, regulations, ordinances, directives and rules lawfully imposed by federal, state or local government with respect to Appointees, and shall immediately report to University any accident, injury, exposure to hazardous substances or any observed safety hazards. Association shall require all Appointees to report safety hazards observed in the work place.

6.6. Licenses and Permits. Association agrees to notify University in advance of any decision by the Board to obtain a license from any city, county or state agency in relation to the operation or improvement of the Building. With the exception of the permit for the operation of the elevator(s) in the Building (which shall be issued in the University’s name), Association shall obtain in its name all licenses and permits (including without limitation, if deemed appropriate by the Association Board, the license from the State Department of Alcoholic Beverage Control (“ABC”) necessary to operate the Building and Premises as required by law. University shall assist in the obtaining of such licenses and permits; however, Association shall be fully responsible for any resulting fees or expenses.

6.7. Equal Opportunity. Association shall not discriminate against any person because of race, color, religion, sex, age, ancestry, national origin, sexual orientation, physical or mental disability, veteran’s status, medical condition (as defined in Section 12926 of the State of California Government Code),

Draft 2005-03-16

Page 6 of 18

marital status, citizenship or status as a covered veteran (within the limits imposed by law or University policy) either in regulations determining eligibility for Association membership, participation in Association activities and services or supervision and management of Appointees.

6.8. Operating Policies and Procedures. Association shall establish operating policies and procedures, subject to amendment from time to time as may be deemed necessary by Association. Not later than July 1 of each year, Association shall transmit to University a copy of the current operating policies, procedures and schedule for the forthcoming academic year. Such policies and procedures, including operating hours, shall be published and regularly updated by Association in its website. University hereby grants permission for Association to utilize the “ucla.edu” domain name for its website.

6.9. Access. Subject to the requirements set out below in this Paragraph 6.9 and above in Paragraph 6.7 (“Equal Opportunity”), Association may restrict access to the Building and Premises to Appointees, Members, invitees, guests, licensees and such other individuals as have the legal or contractual right to enter the Building or Premises (e.g., police, fire and other emergency personnel and inspectors).

Eligibility for the purchase of food and beverages in the Building, and the scheduling by Association of meetings and events in the Building, shall be limited to Members, University units and their guests, and Registered Campus Organizations and their guests. Association may post a sign, or issue statements, to this effect. Association may schedule meetings or events in the Building involving nonUniversity organizations, consistent with Paragraph 2 (“Use of Building and Premises”). Meetings and events scheduled in the Building may be advertised to the campus community and public at large.

Unauthorized attendees at meetings or events, or attendees whose conduct is disruptive of Association or University operations or in violation of applicable law or University policy, may be removed from the Building or Premises in a manner consistent with applicable law and policy. In appropriate circumstances, Association may request assistance from University officials in accomplishing said removal. In order for any individual to be deemed an “unauthorized attendee” at any particular event held in the Building, (a) the event must be identified as not open to the public (in which case advertising or notification of the event to the campus and the public, if any, will so stipulate), and (b) the organizers of the event must provide in advance in writing to Association either the names of attendees or the categories of individuals (e.g., those with UCLA identification cards) who are authorized to attend.

As of the Commencement Date, the lobby, corridors and restrooms of the Building are considered open to the campus community and members of the public for short-term use subject to Association rules and regulations. Under no circumstances shall any person be allowed to disrupt or impede Association or Building operations, impede traffic flow, compromise public safety or the safety of the campus community or block ingress or egress to the Building or Premises. Demonstrations shall not be permitted in the Building under any circumstances.

Association and University shall consult periodically regarding the provision of security services by the University Police Department (“UCLAPD”) to the Building and Premises, in order to address such issues as may arise regarding impermissible use of the Building or Premises, including without limitation issues related to: (i) loitering or use of bathrooms, telephones or other Building facilities; (ii) attendance at meetings or events not open to the public; and (iii) unauthorized demonstrations or similar activities.

Draft 2005-03-16

Page 7 of 18

Association may, after consultation in advance with University, install a restricted access system to the Building, provided such system is operated in a manner consistent with law and applicable University policy.

6.10. Compliance with Applicable Laws and Policies. Association shall comply with all applicable laws related in any manner to Association’s activities under this Agreement. In addition, Association shall comply with all University policies and procedures regarding (i) use and operation of University facilities, including without limitation University policies related to smoke-free environment and handicapped access, (ii) rights and obligations of University employees acting as Appointees hereunder, as provided in applicable University personnel policies (including without limitation University policies regarding sexual harassment, discrimination and whistle blowing) and collective bargaining agreements, and (iii) compensation to Appointees (including without limitation University policies requiring that all compensation to Appointees for any work or activity performed on behalf of the Association or in University facilities be processed solely through the University payroll system). The foregoing University policies and procedures may be amended from time to time as determined appropriate by University in its sole discretion, and Association shall comply with the policies and procedures as modified, upon written notice. Association shall secure all University approvals as may be required by the foregoing policies and procedures. Except as stipulated above in this Paragraph 6.10 or elsewhere in this Agreement, University policies shall not automatically apply to Association but Association may, at its discretion, adhere to such policies. Without limitation as to policies that do not apply to Association, as of the Commencement Date, the California Public Records Act (“PRA”) and University policies requiring disclosure of certain records pursuant to the PRA shall not be deemed to apply to Association, except that Appointee personnel records maintained by Association under this Agreement shall be considered University records and shall therefore be subject to the PRA, the Information Practices Act and such other laws and University policies as may pertain to the personnel records of University employees. (Further, copies of Association records sent to University may be subject to disclosure by University to the extent required by the PRA.) 6.11. Other Governmental Authorities Having Jurisdiction. The City of Los Angeles Police Department (“LAPD”), City of Los Angeles Fire Department (“LAFD”), the ABC and the Los Angeles County Department of Health (“County”) currently have jurisdiction to enter the Building and Premises without University consent. (The entry right of the County would be limited to inspections for violations of the Uniform Food Facilities Law.) In the event that a representative of any governmental entity other than University, County (with regard to the Uniform Food Facilities Law), ABC, LAFD or LAPD asserts jurisdiction over matters relating to the Building or Premises, Association shall immediately notify University. If University determines that any such governmental entity has authority over any such matter, University shall so notify Association in writing, in which event Association shall comply with requirements imposed by the governmental entity in question to the extent approved by University. If University determines that any such governmental entity does not have authority over a given matter and so notifies Association, Association shall not comply with any requirements sought to be imposed by the governmental entity in question, and University shall indemnify and hold harmless Association against any resultant liability, costs and expenses. A copy of any written report generated by or issued to Association as a result of any entry onto the Premises by any governmental entity shall be promptly provided to University.

6.12. University Inspections. Association shall be responsible for compliance with all health and safety standards imposed by applicable law or by University policy. Association shall be subject to periodic inspections, not less than once per year, by University’s Environmental Health and Safety Office and University Fire Marshal related to health and safety matters, and to periodic inspections, not less than once per year, by the University’s Facilities Management Office related to building life

Draft 2005-03-16

Page 8 of 18

safety matters. If written reports are generated as a result of any such inspections, copies of such inspection reports shall be sent to Association and to University. Association shall correct at Association’s expense any deficiencies noted that relate to Association’s usage of the Building and Premises; provided, however, to the extent that correction of deficiencies involves repairs or improvements to the Building or Premises, any such corrective work shall be subject to the requirements of Paragraph 9 (“Utilities, Grounds and Janitorial”). Such inspections are at the discretion of the University, but shall be noticed to the Association at least one working day in advance of any such inspection.

6.13. Contracting for Purchase of Services. Subject to the three exceptions set forth in this Paragraph 6.13, Association may independently retain consultants, contractors and temporary employment agencies to assist Association with operation of the Building and Premises. Association shall obtain the written approval of University prior to entering into contracts with entities or individuals to (i) manage the Building and Premises or the food service facilities located thereon, (ii) provide architectural, engineering or construction-related services or (iii) provide persons to perform services that are required on a daily basis (such as food service or custodial services) by Association, in lieu of Appointees. All fees owed pursuant to any such contracts shall be paid by Association, unless otherwise agreed by University. Subject to prior written approval of University, Association may elect to utilize University purchasing systems or programs, in which event, any such purchases will be subject to purchasing policies of the University, and Association shall reimburse University for any costs (including, without limitation, University overhead costs) associated with any such purchases. Association shall require that each consultant (including, without limitation, architectural or engineering consultants), contractor, vendor or other service provider retained by the Association (a) be licensed as required by applicable law, and (b) meet all bonding, indemnity and insurance requirements that would apply if such individual or organization were to be retained by the University.

6.14. Contracting for Purchase or Rental of Goods. Association may purchase goods as required to operate the Building and Premises, consistent with the terms of this Agreement, and without being required to comply with competitive bidding laws or purchasing policies applicable to University.

Association, however, shall not purchase any item of equipment costing in excess of $50,000 (and purchases of equipment shall not be divided to avoid this requirement) without University’s approval, which shall not be unreasonably withheld or delayed. Subject to prior written approval of University, Association may elect to utilize University purchasing systems or programs, in which event, any such purchases will be subject to purchasing policies of the University, and Association shall reimburse University for any costs (including, without limitation, University overhead costs) associated with any such purchases.

6.15. Art Work and Equipment. Association is the owner of the moveable equipment listed in attachment V, and of all furnishings and art work (except art work on loan to Association from University or third parties) used in the Building or on the Premises, and shall have all rights of ownership therein until expiration or termination of this Agreement, subject to Paragraph 11 (“Termination Without Cause”).

6.16. Legal Services. Association shall notify University promptly in the event of any threatened or filed litigation or arbitration, provide copies of relevant documents pertaining to any such actions to University upon request and consult with University regarding any such matters. Where appropriate in University’s judgment in light of Association’s separate legal status, University shall assist Association with provision of legal services, but University shall have no obligation to provide such services or pay for such services. Association shall have the right to obtain advice of separate legal counsel at Association expense.

Draft 2005-03-16

Page 9 of 18

6.17. Fundraising and Donations. Association shall not undertake fundraising without advance written University approval. In seeking such approval, Association shall provide University with a proposed fundraising plan, which shall include, without limitation, a description of: (i) the financial goals, (ii) schedule, (iii) categories of individuals or organizations identified for solicitation, and (iv) general content and format of the fundraising activities.

Charitable gifts may be made either directly to Association or to The UCLA Foundation, Inc., on behalf of Association. If gifts are made directly to Association, Association shall inform the donor(s) that Association, and not University, shall be the recipient of the gift, and Association shall have sole responsibility for providing documentation of such gifts to the donor(s) for tax purposes. If gifts are paid to The UCLA Foundation, Inc., such gifts shall be subject to the same administrative fee assessments as University policy provides for all gifts to University units. If any gifts are received directly by Association, Association shall include the list of such gifts, including donor, amount and purpose, in the annual report to University described in Paragraph 16.1 (Financial and Activity Reporting).

6.18. Coordination with Campus Activities. Association shall coordinate its operations with the campus by responding to the needs of the University community and supporting campus events whenever it is economically feasible to do so. University shall have the right to request, not less than six months prior to the date of a campus-wide event (e.g., Commencement Weekend and Festival of Books Weekend), that Association give first priority consideration to University uses of the Building for events and activities related to the campus-wide event. In the event of any such notification by University, Association shall hold open bookings for conference rooms in the Building for a 30-day period following the date of notification. Following expiration of any such 30 day holding period, except to the extent that University has placed reservations in accordance with Association policies, Association shall be free to resume normal booking operations. Association shall also consider the possible impact of meetings or activities in the Building during such periods that are not related to the campus-wide events.

6.19. Community Relations. Association shall provide University with advance notification of any activity likely to generate impacts (involving sight, sound or smell) discernable to the community surrounding the UCLA campus. Association agrees to cooperate with University in the event of any complaints received from the residential or local business communities regarding activities at the Faculty Center.

6.20. Service to University Community. Association shall actively promote membership and services to members of the University community eligible for Association membership. University agrees to cooperate with Association to support such promotions, including the process of verification of eligibility. University shall cooperate with Association in the identification of activities, meetings or programs of University units that might be held in the Building.

6.21. Membership Eligibility. Association shall review with University, in advance of implementation, any proposal to change the categories of eligibility for Association membership.

6.22. Telecommunication and Computing Services. University will afford Association access to telecommunication and computing services and related infrastructure similar to level of access maintained by University in other comparable University buildings. Association agrees not to use any other telecommunication system. University agrees that any costs to be charged to the Association for such services shall be calculated on a basis generally consistent with the basis used for other campus buildings having similar uses.

Draft 2005-03-16

Page 10 of 18

6.23. Mail Services. Association shall have access to daily mail services as maintained by University in other similar University buildings. Association agrees not to use any other daily mail service.

University agrees that any costs to be charged to the Association for such services shall be calculated on a basis generally consistent with the basis used for other campus buildings having similar uses.

6.24. Use of Credit Cards. Association may arrange for member dues and fees to be paid to the Association by personal credit card. Association agrees to adopt and maintain consumer privacy policies and procedures that are consistent with all relevant University policies and procedures, and applicable laws, regarding consumer privacy. Association shall report immediately to the University in writing any incident involving a violation of consumer privacy involving Association members.

7. Liability.

7.1. Non-Liability and Indemnification of University. This Agreement is made on the express condition that University is to be free from all liability or loss by reason of injury or death to persons or damage to property resulting directly or indirectly from the acts or omissions of Association, its officers, Board members, Appointees, servants, consultants, contractors or sub-contractors (regardless of tier), including without limitation from liability by reason of the sale or serving of alcoholic beverages, while in the Building or on the Premises, or related to the improvements or personal property therein or thereon, including any liability for injury or death. Association shall indemnify and hold University harmless from and against any and all liability, loss, costs or obligations on account of, or arising out of, any such injury or losses, however occurring. In addition, Association shall indemnify, defend and hold University free and harmless from any loss, liability or cost (including reasonable attorneys' fees, regardless of whether any litigation or claim is brought), that University may sustain, incur or assume as a direct or indirect result of any claims, demands, causes of action or suits that may be alleged, made, instituted or maintained against University by or on behalf of any Appointee, by or on behalf of any other individual performing services for Association, by any administrative agency or by any third party arising out of the work performed for Association by an Appointee.

7.2. Liability Insurance. Association shall obtain, in such form and with such carriers as approved by University on behalf of Regents, and keep in force at its sole expense during the term of this Agreement, insurance coverage set out below. The insurance requirements, including without limitation the insurance limits, as stipulated below, shall be reviewed on an annual basis by University and are subject to change upon written notice from University. Association shall comply with changes to insurance requirements specified by University within thirty (30) days of written notification from University of such change(s). The annual review shall be conducted not later than July 1 of each year.

7.2.1. Comprehensive Form General Liability. Comprehensive Form General Liability (including any automobile, contractual, products, host liquor liability, completed operations and personal injury coverages) with a minimum combined single limit of $3,000,000 (THREE MILLION DOLLARS) per occurrence. The Association Board members, volunteers, agents, contractors and Appointees shall be included as insureds on the policy. Coverage for premises liability is provided by the University and the cost thereof shall be charged to Association by University. If such form of coverage is not available, then the following coverages are to be substituted: a. Commercial General Liability: NOTE TO ASSOCIATION: REVIEW OVERLAPPING COVERAGES WITH UCLA IRM 1) General Aggregate (bodily injury and property damage)

Draft 2005-03-16

$5,000,000 Page 11 of 18

2) Products and Completed Operations Aggregate

$3,000,000

3) Personal and Advertising Injury

$1,000,000

4) Each Occurrence

$1,000,000

5) Host Liquor Liability

$1,000,000

b. Business Automobile Liability: Vehicles owned, non-owned and/or hired with a minimum combined single limit of $1,000,000 (ONE MILLION DOLLARS) per occurrence.

Regardless of form, general liability coverage is to include all occurrences arising as a result of the sale or serving of alcoholic beverages.

7.2.2. Fidelity Bond. A Fidelity Bond with limits of not less than $________ NOTE TO ASSOCIATION: REVIEW COVERAGE LEVEL WITH UCLA IRM per occurrence covering all officers and Appointees of Association, which shall contain an endorsement indemnifying University in the event that dishonesty of any Association officer or Appointee results in a loss of University property.

7.2.3. Director and Officer Liability. Insurance naming Association and its individual Board members as insureds and providing coverage for liability arising from the acts or omissions of persons providing service on Association Board(s) or committees with limits of liability of not less than $2,000,000 (TWO MILLION DOLLARS) per occurrence and $2,000,000 (TWO MILLION DOLLARS) annual aggregate and providing coverage for bodily injury, personal injury and damage to property.

7.2.4. Additional Insured. The foregoing insurance policies (except Director and Officer Liability) shall name University, its Regents, officers, employees and agents as additional insureds and shall be endorsed to provide thirty (30) days written notice to University before cancellation, reduction or other modification of coverages. These policies shall be primary and noncontributing with any insurance or self-insurance carried by University and shall contain a severability of interest and cross liability clause, protecting each named insured as though a separate policy had been issued to each.

Certification of the above policies shall be furnished to University at least thirty (30) days prior to the commencement of this Agreement.

7.3. Fire and Extended Coverage. University shall provide fire and extended coverage for the Building and Premises under University’s Self-Insurance Program, the cost for which shall be allocated to Association on the same basis as such costs are allocated to other University entities, subject to change without notice.

7.4. Workers’ Compensation Coverage. University shall provide Worker’s Compensation selfinsurance coverage for all Appointees connected with the performance of this Agreement in compliance with the laws of the State of California, the cost for which shall be allocated to Association on the same basis as such costs are allocated to other University entities, subject to change without notice. Accordingly, for purposes of Workers’ Compensation Insurance, University is the “general employer” and Association is the “special employer” of said Appointees.

8. Maintenance of and Repairs and Improvements to Building and Premises.

Draft 2005-03-16

Page 12 of 18

8.1. Building Structure. University shall be responsible to perform and pay for all maintenance and repair associated with the structural elements of the Building (foundation, footings, columns, beams and load- bearing walls, hereinafter “Building Structure”) at the same level of quality as other University buildings, at no cost to Association. Any work by University in that regard shall be performed in accordance with applicable University policy and applicable law. Provided however, University shall not be responsible to perform and pay for the following maintenance and repair related to the structural elements of the Building: (i) maintenance or repair of finishes on columns, beams and walls, (ii) maintenance or repair of building waterproofing, and (iii) maintenance or repair of the roof. Association shall provide prompt written notification to University of any apparent defects in or repairs required to structural elements of the Building, with the goal of mitigating any damage that may result from any such defects. Association may not make any change in exterior appearance of Building, including painting, without advance written approval of the University.

8.2. Maintenance. Association shall be responsible for the maintenance of the plumbing, heating, electrical, roof and ventilating systems, including all fixtures and affixed and moveable equipment therein or on the Premises, with the exception of the Building Structure. The Association shall provide maintenance of the foregoing systems at appropriate intervals and levels of quality so as to ensure that the systems (i) meet all applicable legal requirements and (ii) avoid contamination of or damage to University systems connected to or serving the Building and/or Premises. Persons or entities performing the foregoing maintenance services under direction of Association shall be Appointees or consultants or contractors retained by Association, subject to the requirements of Paragraphs 6.12 (“University Inspections”) and 6.13 (“Contracting for Purchase of Services”). In addition, Association may elect to obtain these services from University (if available) on a full-cost reimbursement basis (including, without limitation, University overhead costs); the method for reimbursement to University shall be as mutually-agreed between University and Association. Any such services shall be provided by University subject to applicable University policy and applicable law.

Not later than July 1 of each year, Association shall prepare and submit to University for its reasonable approval an annual and five-year maintenance plan, indicating maintenance performed in the prior year, planned level of future maintenance to be performed on Building systems for which Association has responsibility and the plan for funding such future maintenance. Following receipt of said plan, University’s Facilities Division shall conduct a review of the Building and Premises, and review with Association maintenance actually performed by Association in the prior year, along with any issues of concern to either party regarding the condition of the Building and Premises.

8.3. Improvements and Repairs to Building or Premises.

8.3.1. Consent, Consultation and Assumption of Costs. Without University’s prior written consent, Association shall not construct improvements or make additions, alterations or repairs to the Building or Premises, other than minor or emergency repairs as defined below. When Association proposes that an improvement, addition, alteration or repair should be made to the Building or Premises, Association and University shall consult to determine whether, and, if so, how, the Association’s proposal should be implemented. Except for University obligations pursuant to Paragraph 8.1 (“Building Structure”), Association shall assume all costs associated with Building and Premises repairs and improvements.

8.3.2. Management and Contracting. Unless otherwise expressly authorized in writing by University, University shall manage and contract for all alterations, additions, improvements or repairs to the Building or Premises. If University expressly authorizes Association in writing to undertake management thereof, University shall have the right to review the design and inspect construction of

Draft 2005-03-16

Page 13 of 18

any such alterations, additions, improvements or repairs for the purpose of monitoring compliance with applicable laws and University policies regarding design and construction of improvements on University property.

8.3.3. Life-Safety and Compliance with Laws. Following consultation with Association and at Association’s expense (except with respect to repairs to the Building structure), University may undertake improvements, additions, alterations or repairs to the Building or Premises where required in University’s reasonable judgment for purposes of complying with applicable laws or University policies affecting life-safety. Association shall promptly advise University of any Building or Premises safety issues of which Association becomes aware.

8.3.4. Minor Repairs. “Minor” repairs are defined as those that are non-structural and do not exceed $5,000.00 (five thousand dollars) in construction cost. Association shall promptly and prior to undertaking such minor repairs inform University in writing regarding the nature and exact location of any such minor repairs.

8.3.5. Emergency Repairs. “Emergency” repairs are defined as those required immediately to protect the public health, safety and welfare or to prevent damage or further damage to the Building or Premises. In the event Association determines that such emergency repairs are required, Association may immediately proceed to make necessary repairs and shall promptly inform University by telephone and fax of the nature of the emergency and of the repair. Once University representatives are available on the Premises to review the site conditions, University shall take responsibility for management of the work, and shall have the right to immediately suspend or direct changes to any such emergency repair work.

9. Utilities, Grounds and Janitorial.

9.1. Utilities. University shall provide to Association, on a full-cost reimbursement basis, water, gas, steam, electricity, refuse removal and sewage service, and elevator maintenance services, at the same level of quality that the University provides to other similar University buildings. In the event of utility or other service interruptions, University shall not be liable for any resulting loss of income incurred by Association. The method for reimbursement to University of the cost of the foregoing services, to the extent not already established by custom and practice or otherwise stipulated in this Agreement or by separate agreement, shall be as mutually-agreed in writing between University and Association.

9.2. Janitorial Services. Association has the option to utilize University janitorial services on a fullcost reimbursement basis, in which case University agrees to provide these services at the same level of quality it provides for other similar University buildings. If Association chooses not to use University janitorial services, Association shall be limited to having Appointees perform this function. Association may not engage consultants or contractors to provide janitorial services.

Association agrees that, if janitorial services are provided by one or more Appointees, University may review the level of services to assure that University standards are maintained.

9.3. Grounds. University shall provide, on a full-cost basis to Association, grounds maintenance services for the Premises, at the same level of quality that the University provides such services for other University buildings and grounds. University shall not charge, however, for grounds maintenance of areas located outside the Premises. The maintenance of outdoors landscaping, irrigation systems, and trees on the Premises is the responsibility of the Association. Association agrees not to undertake or authorize any planting of trees on the Premises or elsewhere on University property without advance written approval of University. University agrees to provide tree pruning

Draft 2005-03-16

Page 14 of 18

services for trees on or adjacent to the Premises on the same basis as other similar buildings or patios of the campus. If Association requests pruning services on a more frequent or extensive basis, University will either provide such services on a full-cost reimbursement basis or arrange for an outside service provider, subject to payment by the Association to the University for the full cost of such services.

10. Assignment and Subletting. Association shall not assign this Agreement or sublet the Building or Premises (other than the rental of rooms for meetings or banquets) without prior University approval.

Any agreements with third parties pertaining to rental or other use of the Building or Premises shall be subject to prior review and approval by University and shall be subject to University policies regarding use of University facilities.

11. Termination Without Cause. Each party has the option to terminate this Agreement without cause upon sixty (60) days written notification to the other party. Upon termination by either party, or upon expiration of this Agreement, all furnishings, equipment and fixtures, to the extent not already the property of University, shall become the unrestricted property of University. Upon termination or expiration of this Agreement, Association shall surrender the Building and Premises in the same condition as received, except for reasonable wear and except for damage by civil disorder, the elements, acts of God or by any circumstances over which Association has no control.

12. Naming. The Building shall be named the “UCLA Faculty Center,” or such other name as University and Association shall agree in writing. Naming of the Building or Premises or any room or portion of the Building or Premises in honor or recognition of any person or entity shall be subject to the University’s policies and procedures related to naming of University-owned buildings or other property.

13. Signage. Association shall not place or allow to be placed any temporary or permanent signage, except directional signage, on the Premises outside of the Building, without the prior written approval of University.

14. Parking. Appointees shall be entitled to purchase University parking permits on the same basis as other University employees. Contractors, consultants, visitors and guests of Association shall be entitled to purchase daily parking permits, subject to availability, on the same basis as University contractors, consultants, visitors and guests, and in accordance with University policy regarding such matters. In the event that the University contemplates modifications that would affect the permanent capacity of the parking lot located north of the Building (currently denominated “Lot A”), University shall consult in advance with Association regarding any such proposed changes, with the goal of minimizing any impact to Association operations.

15. Security. UCLAPD shall provide security service to the Building and the Premises in the same manner as UCLAPD provides such services for other parts of the UCLA campus. Should UCLAPD determine that it is necessary to station its officers at the Building in order to provide adequate security for a scheduled event or activity, or if Association requests the presence of UCLAPD officers for a scheduled event or activity, Association shall be responsible to pay for the cost (including, without limitation, University overhead costs) of any such services. As noted in Paragraph 6.10 (“Compliance with Applicable Laws and Policies”), as with the rest of the UCLA campus, LAPD has concurrent jurisdiction on the Premises. Association shall not allow private security forces to be deployed on the Premises for any reason, without the prior written consent of University. If special security access device(s) are installed in the Building or on the Premises, Association shall provide University with access keys or passes at the time any such devices are installed.

Draft 2005-03-16

Page 15 of 18

16. Finances.

16.1. Financial and Activity Reporting. Association shall maintain financial records in accordance with generally accepted accounting principles and the appropriate Guidelines of the American Institute of Certified Public Accountants. Association shall transmit to the University, not later than August 15 of each year: (i) the annual financial statement for the year ended June 30, including balance sheet, statement of income and expense and statement of funds balances, and (ii) a list of any donations received by Association during the preceding 12-month period as set forth in Paragraph 6.17 (“Fundraising and Donations”).

16.2. Independent Financial Status. Association is financially independent of University, and is not funded by University. Notwithstanding that University may elect in its sole discretion to provide either one-time or recurring allocations of funds or other resources to Association, Association shall have sole responsibility for the financial performance and well-being of Association. Association has full discretion as to the investment of its assets and shall not be restricted or governed by any University policies or guidelines related to investments. University acknowledges that Association, as of the date of this Agreement, invests a portion of its assets with The UCLA Foundation, Inc. Subject to approval by University’s Office of the President, Association shall also be entitled to invest in University investment instruments and earn Short Term Investment Pool income.

16.3. Borrowings. Debts incurred by Association shall not be debt of University. Association shall not represent to any potential lender that University supports any proposed debt, or that the Building or Premises may be used as security for any debt, unless otherwise agreed to in advance by University and, as necessary, by Regents. Association shall consult with University in advance of entering into any commitment to undertake external debt obligations, whether unsecured or secured by Association personal property. Association agrees that any debt proposed to be undertaken for improvements, major repairs, expansion or replacement of the Building must be undertaken only by University, subject to all University policies for borrowings for capital projects. For such borrowings, unless otherwise agreed in advance, Association shall be responsible for periodic payments to University in the agreed-upon amount and on the prescribed schedule.

16.4. Audit Program. Not less frequently than once every two years, Association shall have undertaken at Association’s expense an audit of Association financial records. The audit shall be conducted (at Association’s option) either by an independent CPA firm or by University’s internal auditors. The audit report shall include: a) balance sheet, statement of income and expense and statement of funds balances, and b) management letter conveying audit findings and recommendations and including Association’s response to each finding and recommendation. If conducted by an independent CPA firm, the audit and all resulting reports shall be completed and transmitted to University within six (6) months of the end of each fiscal year for which an audit is conducted.

16.5. Taxes - Liens. University shall have no responsibility whatsoever for any tax liability created by or accruing to Association. Association’s use of the Building and Premises may create a possessory interest subject to property taxation, and Association may be subject to payment of property tax levied on such interest. Association alone shall pay any taxes or use fees levied against the Building or the Premises or against Association’s possessory interest by any governmental entity. Association shall not cause or allow liens or encumbrances of any kind to be placed against the Building or the Premises, or any portion thereof.

17. Notices. All notices under this Agreement or documents required to be provided to Association or University hereunder, including without limitation meeting agendas and minutes, financial statements

Draft 2005-03-16

Page 16 of 18

and inspection or other reports, shall be effective only if made in writing and delivered by personal service, by mail or as otherwise may be required by law, as follows: To University:

Designated Vice Chancellor _______ Murphy Hall UCLA Campus

To Association:

President The UCLA Faculty Center Association, Inc.

Draft 2005-03-16

Page 17 of 18

18. Entire Agreement. This Agreement constitutes the entire agreement between Association and University with respect to the subject matter hereof, and all prior or contemporaneous agreements, understandings, representations or statements, oral or written, are superseded.

Association and University have executed this Agreement on the date first written above.

The UCLA Faculty Center Association, Inc.

By_______________________________________________ The Regents of the University of California on behalf of its Los Angeles Campus

By_______________________________________________

Draft 2005-03-16

Page 18 of 18