January 25, 1995
AGREEMENT BETWEEN THE CHANCELLOR'S OFFICE OF THE UNIVERSITY OF CALIFORNIA AT BERKELEY AND THE BERKELEY CHAPTER OF THE CALIFORNIA STUDENT PUBLIC INTEREST RESEARCH GROUP, INC.
- PARTIES: This Agreement is by and between the Chancellor's Office of the University of California at Berkeley ("Berkeley") and the Berkeley chapter of the California Student Public Interest Research Group, Inc., a registered student organization at the University of California at Berkeley, ("CALPIRG"). CALPIRG, Inc. is a statewide, non profit, nonpartisan, student-directed and funded organization. The purpose of CALPIRG, Inc. is to articulate and pursue through analysis, research, education, representation before institutions of government, litigation and other legal means, the concerns of students on issues of general and public interest. This Agreement is entered into by Berkeley, according to the authority delegated to it by the Office of the President of the University of California, and the responsibility of the Chancellor's Office shall be solely that of collection agent. The execution of this Agreement by the University shall in no way be construed as an endorsement or sponsorship by the University of California or The Regents of any action taken or proposed by CALPIRG, Inc.
- TERM: This Agreement supersedes any and all prior written and oral agreements and shall be in effect for the five year period beginning on the first day of class for the Spring semester 1994 and remain in effect until the close of the Fall semester 1998, unless terminated sooner by the parties or by action of this Agreement.
- VOLUNTARY PLEDGE SYSTEM: This Agreement establishes the CALPIRG Voluntary Student Fee Pledge System at Berkeley in accordance with the "Guidelines for Implementing a Voluntary Student Fee Pledge System" issued by the Office of the President on December 28, 1992 pursuant to the provisions of the University of California's Voluntary Student Fee Policy. A copy of the Guidelines is attached hereto as Exhibit A and made a part hereof. The terms of this Agreement are subject to modification when changes are made in the computing system used to collect fees, in University policy related to the collection of voluntary fees, or in the interpretation of said policy. CALPIRG will be included in prior consultation and provided the opportunity to work closely in cooperation with the administration regarding any changes affecting this Agreement or in the proposed system for collecting pledges, or to the billing statement or billing procedures as they affect CALPIRG or the CALPIRG fee. Should establishment of the CALPIRG pledge system not take place at any other University of California campus, such event shall not affect this Agreement or the system in place at this campus. There is no intent to bar a student from contributing financial support to CALPIRG through any other means.
- USE OF FUNDS: The fees remitted under this Agreement shall be used to support the formation and operation of the Berkeley chapter of CALPIRG, Inc. It is understood that, as a part of CALPIRG, Inc., the Berkeley chapter shall support the overall CALPIRG purpose, including its work at the local, statewide and national levels: to articulate and pursue through research, education, representation before the institutions of government, litigation, and other legal means, the concerns of students on issues of general public interest.
- AMOUNT OF FEE: The CALPIRG fee established under the terms of this Agreement shall be Six Dollars ($6) per student per semester unless increased by a student referendum during the term of this Agreement.
- VOLUNTARY PLEDGE FEE: The pledge is a mechanism by which a student may act affirmatively to contribute to CALPIRG by pledging to pay a voluntary fee each semester for the duration of the student's academic career at Berkeley, unless reversed in writing. A valid pledge form shall include, at a minimum, the student name, student identification number, student signature and date signed, the amount of the pledge, information that the fee will be billed for each semester that the student is enrolled at Berkeley, reversal and appropriate "Privacy Act" notifications. The wording of the pledge that will be used is attached hereto as Exhibit B and made a part hereof. Any changes to the pledge wording must be agreed upon by both parties in advance of dissemination.
- DISSEMINATION OF INFORMATION: CALPIRG may disseminate information regarding its activities and the pledge fee system and may make pledge forms available to students in the course of its usual campus activities, including but not limited to tabling in Sproul Plaza, class announcements, and student orientation information sessions. These activities shall be in compliance with appropriate campus regulations. Pledge forms shall be available at the Loans and Receivables Office and the Registrar's Office. CALPIRG may disseminate pledges through appropriate University mailings, if CALPIRG pays any new costs associated with adding pledge information to the mailing.
- EXECUTION OF PLEDGES: Students may execute pledges throughout the year by submitting completed, signed pledge forms to CALPIRG. A signed pledge form is presumed valid if the student's identification number and birth date as shown on the form match with university records of same. CALPIRG will then create an electronic file of the pledge information in a format required to facilitate student eligibility verification on the student database and the billing of fees.
By June 5 for the Fall semester and November 5 for the Spring semester, the file of pledged students will be submitted to the campus Administrative Systems Department to determine if those who pledge are eligible to register for the term for which they are to be billed. CALPIRG will include pledges received after the deadline for each semester in the electronic data provided to the Administrative Systems Department in the subsequent semester and will delete data for students who submit a reversal before the semester deadline.
Once a student has pledged to pay the CALPIRG fee each semester, such pledge is effective for the duration of the student's academic career at Berkeley, unless reversed in writing.
PLEDGE REVERSAL: If, after a student has pledged to pay the CALPIRG fee, the student decides that he or she no longer wishes to pay the fee, the student may reverse the pledge. Pledge reversal may be accomplished by submitting to CALPIRG an executed pledge reversal form, which should contain the student's name, student identification number, signature, date of signature, date of birth, a statement by the student requesting the reversal, and appropriate "Privacy Act" notifications. Pledge reversal forms shall be distributed at campus locations where pledge forms are available. Students may execute and submit pledge reversal forms throughout the year. The date by which a pledge reversal form must be submitted in order to be effective for the following term's billing is the same date as provided for pledge submission previously in this Agreement.
CALPIRG shall provide information on pledge reversal procedures in materials describing the methods for executing a pledge.
- REFUNDS: All requests for refunds received by the campus will be directed to CALPIRG's office in Eshleman Hall.
- CONTINUATION OF THE PLEDGE SYSTEM: CALPIRG shall maintain a minimum percentage of students who pay the CALPIRG fee. The CALPIRG Voluntary Student Pledge Fee shall not be billed to any student at Berkeley until at least 10% of the total student body at Berkeley has submitted a pledge to pay the fee. If, by the end of the billing cycle of the next academic year following implementation, and in any year thereafter, the percentage of students pledging does not equal at least 20% of the appropriate student body, an official student referendum shall be held regarding the continuation of the CALPIRG pledge system. The 20% requirement shall be considered satisfied if the number of students pledging for the three previous semesters averages at least 20%. For purposes of determining the minimum number of students who must pledge, Berkeley shall use the official five week registration count for each semester. If such a referendum has been held, the semester after the vote shall be the first of the next three semesters used to calculate the 20% average. Failure to maintain the 20% average does not automatically breach or void this Agreement. However, if a majority of students do not support the referendum regarding the continuation of the CALPIRG fee, then this contract will be terminated.
- BILLING AND FEE PRESENTATION: The CALPIRG fee will be collected each semester from students who have properly executed and submitted a pledge form. It is understood by both parties that the billing statement is subject to modification by the University from time to time.
Collection of the fee will be in accordance with standard Berkeley accounts receivable procedures (including the University of California Business and Finance Bulletins and Accounting Manuals, etc.). Berkeley and CALPIRG acknowledge that these procedures have been reviewed and appear adequate and workable to help perform the terms and provisions of this Agreement.
For each student who has pledged, the CALPIRG fee shall be itemized on the billing statement with other fees and be included in the total amount due for that billing period. The fee shall be designated on the billing statement as the "CALPIRG VOLUNTARY FEE." A copy of the billing statement used for Spring 1994 registration is attached hereto as Exhibit C, and made a part hereof.
Notice of any change(s) proposed for the billing statement which affect presentation of the CALPIRG fee or its billing procedures will be provided to CALPIRG as far in advance as possible of the time when the change(s) will be implemented.
No mechanism to opt out of the fee or reverse the pledge will be included on the billing statement.
Students who pledge to pay the CALPIRG fee agree to be billed for the fee. If a student underpays his or her fees, the CALPIRG fee will be included on late bills sent to the student. If a student pays the total amount due except the CALPIRG fee, the student will be billed for that amount.
Once a student has pledged to pay the CALPIRG fee, failure to pay the fee in any given academic term shall not be interpreted as failure to pay required fees for registration purposes. Therefore, a student's registration will not be held up, nor will a student be dropped from classes, because he or she did not pay the CALPIRG fee. In the absence of an official pledge reversal provided under this Agreement, failure to pay the CALPIRG fee shall not be interpreted as an intention to reverse the CALPIRG fee.
When there occurs a break in enrollment of any Berkeley student who has pledged to pay the CALPIRG fee, assessment of the CALPIRG fee will be resumed when the student re-enrolls at Berkeley without requiring receipt of a new pledge document.
The fee shall not be included in the student budget calculations for the purposes of awarding financial aid. Financial aid awards are based on mandatory fees only.
- ADMINISTRATIVE COSTS: The pledge system shall be designed for compatibility with campus registration and billing processes and operated with cost efficiency as a primary goal. CALPIRG and the campus administration will work to identify methods for minimizing administrative costs, including allowing CALPIRG representatives to assist with data entry.
Startup Costs: Berkeley will charge CALPIRG's campus account for the initial start-up computer costs of Two Thousand, Ninety-One Dollars ($2,091) and deduct the entire amount from the fees collected in the first semester.
Maintenance Costs: Administrative costs attendant to the actual collection of the voluntary CALPIRG fee in the amount of twenty four cents ($0.24) per fee billed will be withheld by Berkeley before remitting the fees collected to CALPIRG. Berkeley shall issue a check to CALPIRG each semester for the amount of the fees collected that term, less administrative fees. Included with the check will be a receipt showing the number of students currently registered who have pledged to pay the CALPIRG fee, the number who paid the CALPIRG fee, and the number of pledges that are eliminated from the billing process as a result of administrative action. The check shall be issued in the eighth week of the academic term. CALPIRG shall receive a breakdown of the administrative costs by semester with each check from Berkeley.
Berkeley will retain Five Hundred Dollars ($500) in CALPIRG's campus account to be used to fund any write-offs of the fee. Such write-offs will be done in accordance with campus policy governing receivables.
Unanticipated Costs: Additional unanticipated costs incurred in the processing and collection of the fee, which would normally be passed onto the campus unit for whom the fees are being collected, such as the correction of student identification numbers in the verification process, will be billed to CALPIRG on an actual hourly cost basis.
- RECORDS: CALPIRG agrees to maintain such business and membership records as are necessary to carry out the terms of this agreement and to comply with applicable federal, state, and local laws and regulations. It is agreed that, at a minimum, all business records will be retained for four (4) complete fiscal years after the preparation and publication of the annual governmental and corporate fiscal reports and related external audit.
- AUDIT: CALPIRG will engage a firm of independent certified public accountants to audit the financial statements and accounting records of CALPIRG on an annual basis. Such audit will be full scope and will be conducted in accordance with generally accepted auditing standards. A copy of the audit report shall be submitted to the Chancellor's Office no later than six months after the close of CALPIRG's fiscal year.
- BUSINESS PRACTICES: CALPIRG agrees to operate in accordance with reasonable business and management standards, and comply with federal, state, and local governmental requirements applicable to its operation. CALPIRG shall maintain adequate books and records prepared on the basis of generally accepted accounting standards and principles. CALPIRG's normal business records are open for inspection at any time by University personnel with a legitimate interest in the activities of CALPIRG, including the Chancellor's representative, who may inspect and copy books, records, and all other documents at reasonable times and locations.
- INSURANCE: CALPIRG agrees to maintain adequate insurance coverage at all times. Insurance shall be provided by such insurer(s) as are acceptable to the Chancellor's Office. The limits of insurance to be maintained by CALPIRG are as follows: (1) comprehensive general liability insurance in the amount of One Million Dollars ($1,000,000), naming The Regents of the University of California as additional insured; (2) commercial fidelity bond covering dishonesty by employees of CALPIRG in the amount of Fifty Thousand Dollars ($50,000), naming The Regents of the University of California as loss payee; and (3) business automobile liability insurance including coverage for owned, scheduled non-owned and hired automobiles, in the amount of One Million Dollars ($1,000,000). CALPIRG shall require its broker(s) or insurers(s) to provide annual Certificate(s) of Insurance in the above coverages and amounts to the Chancellor's Office. The Certificate(s) shall provide for thirty days' advance notice of any change in or cancellation or non-renewal of any insurance required by this Agreement. The Chancellor's Office may receive copies of actual insurance policies upon request.
- INDEMNIFICATION: Berkeley shall defend, indemnify, and hold CALPIRG, its 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 Berkeley, its officers, agents, or employees.
CALPIRG shall defend, indemnify, and hold Berkeley, its 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 the Agreement but only in proportion to and 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 CALPIRG, its officers, agents, or employees.
- CHANGES IN BASIC DOCUMENTS: During the term of this Agreement, CALPIRG shall
A. Provide Berkeley with current copies of CALPIRG's Articles of Incorporation, Constitution, By-Laws, and other similar organizing documents. Proposed changes in any such documents shall be communicated to Berkeley as soon as possible.
B. Provide proof of its incorporation as a not-for-profit organization, according to the laws of the State of California.
C. Register for each regular semester as a student organization of the Berkeley campus. The rules and regulations used by the Berkeley campus for the registration of student organizations are on file in the Office of Student Activities and Services in 102 Sproul Hall.
CALPIRG will annually provide evidence to Berkeley of the satisfaction of the three foregoing requirements by the date determined by mutual Agreement between Berkeley and CALPIRG. Under no circumstances will Berkeley authorize the transfer of the voluntary fees collected from its registered students to CALPIRG until the above conditions have been satisfied. During the term of this Agreement, CALPIRG shall make no changes in its structure which are inconsistent with the terms or spirit of this Agreement.
- ANNUAL REPORTS/COMMUNICATION WITH CAMPUS: CALPIRG agrees to share basic information with Berkeley. At least annually, CALPIRG shall provide a written report to Berkeley. Such report shall be sufficiently detailed and comprehensive in nature that Berkeley shall be well informed of the activities of and detailed plans for the future of CALPIRG. At a minimum, such report shall include detailed expenditure information on CALPIRG activities and shall include a statement regarding the number of students requesting and receiving refunds of the voluntary CALPIRG fee each semester. Additionally, CALPIRG agrees to keep the Office of Student Activities and Services informed of its current officers and key employees and their addresses. Copies of CALPIRG's annual information returns filed with the federal and state governments and with the Attorney General of the State of California shall be provided to Berkeley upon request.
- USE OF UNIVERSITY NAME: CALPIRG agrees that it will not use the names of the University of California, the University of California at Berkeley, or any other variation of them, nor any design, logo, emblem, or mark claimed to be owned by them, in any of its activities or publications, nor permit others to do so. CALPIRG agrees that it will neither directly nor indirectly represent or imply that either the University of California or the University of California at Berkeley supports, endorses, or sponsors CALPIRG's activities or the activities of the affiliates or chapters in California or elsewhere. CALPIRG may use the geographic designation relevant to a specific University of California campus as part of its name (i.e "CALPIRG at UC Berkeley") during the term of this Agreement.
- ADVERSE IMPACT: It is contemplated by the parties that this Agreement and the payment by Berkeley to CALPIRG of the CALPIRG fee hereunder, shall have no adverse impact on the tax exempt status of the University of California. This Agreement may be terminated by Berkeley in the event that such adverse impact occurs, or appears likely to occur.
- TERMINATION: This Agreement shall be for the term stated above unless terminated by operation of this Agreement, by subsequent Agreement of the parties, by action of law, or by breach by one or both of the parties. It is intended that this Agreement be strictly construed.
- CONTINUATION OF AGREEMENT: Berkeley and CALPIRG agree to provide for the opportunity to review this Agreement and its continuation in the following manner:
A. In the Fall semester 1997, CALPIRG shall initiate arrangements by notifying Berkeley in writing of its intention to begin such negotiations.
B. Berkeley shall respond promptly in writing acknowledging receipt of the request to discuss the continuation of the Agreement, and shall arrange for the meeting of the two parties at a mutually acceptable time and place.
C. In reviewing the continuation of this Agreement, Berkeley shall take into consideration the vote of the student body in a general election held within the academic year preceding the scheduled date of termination of continuing the CALPIRG fee.
D. If the parties have not agreed by the end of the Spring semester 1998 to a continuation of this Agreement, then Berkeley must, if CALPIRG so requests in writing, provide CALPIRG at any time after the end of the Fall 1998 semester, within fourteen (14) days, a written statement of reasons why Berkeley has not decided to renew this Agreement.
By the end of the Spring term 1998, CALPIRG and Berkeley must have agreed to a continuation of the contract, or reached agreement on a later date to complete such negotiations, in order for this Agreement not to lapse. If as of the later negotiation date the parties still have not reached consensus on continuation of the Agreement, this Agreement will lapse as indicated in Section 2 above.
E. If this Agreement is terminated for any of the foregoing reasons, all CALPIRG fees collected or in the process of being collected by Berkeley shall be transferred to CALPIRG as set forth in the terms of the Guidelines found in Exhibit A of this Agreement.
- DISPUTE RESOLUTION: If disputes arise over aspects or terms of this contract, the parties shall resolve them in good faith and in the spirit of this Agreement and the President's Guidelines, with assistance from parties involved in the creation of the Agreement and the Guidelines, as necessary.
- FINAL AGREEMENT: This Agreement is intended as a full and final expression of the Agreements and understandings of the parties and cannot be changed, altered, or modified without written Agreement of both parties.
- COMMUNICATION: The offices of notice for purposes of communication between the Chancellor's Office and CALPIRG shall be
Þraft of our proposed Agreement. Please note that I have tried to take into consideration all of the comments I've received, especially your own. As you can tell, I've also corrected small errors such as spelling out the dollar amounts, incorporating all exhibits as a part of the agreement, and making other stylistic corrections. None of these should affect the actual content of what we have discussed.