MEMORANDUM OF AGREEMENT: ISUAA & ISU FOUNDATION AGREEMENT BY AND BETWEEN IOWA STATE UNIVERSITY ALUMNI ASSOCIATION AND IOWA STATE UNIVERSITY FOUNDATION
NOW, THEREFORE in consideration of the foregoing premises, the terms and conditions set forth herein, and other good and valuable consideration, the parties hereby agree as follows:
WHEREAS, Iowa State University of Science and Technology (the “University” or “ISU”) is an institution of higher education established under the laws of the state of Iowa pursuant to Chapters 262 and 266 of the Iowa Code;
ARTICLE 1 – TERM
WHEREAS, the University is supported by its faculty, graduates, students, former students, parents and friends (the “constituents”);
ARTICLE 2 – MUTUAL OBLIGATIONS
WHEREAS, Iowa State University Alumni Association (the “Alumni Association” or the “ISUAA”) is an Iowa nonprofit corporation exempted from federal income taxation as a publicly-supported charity described in sections 501(c) (3) and 509(a)(1) of the Internal Revenue Code of 1986 (the “Code”). The Alumni Association is a membership association organized to promote the welfare of the University and its constituents; WHEREAS, certain aspects of the relationship between the University and the Alumni Association, including agreedupon responsibilities of each party, are formalized by a memorandum of agreement dated effective July 1, 2008 (the “ISU-ISUAA agreement”); WHEREAS, Iowa State University Foundation (the “Foundation” or the “ISUF”) is an Iowa nonprofit corporation exempted from federal income taxation as a publiclysupported charity described in sections 501(c)(3) and 509(a) (1) of the code. The Foundation is a charitable foundation organized to promote the welfare of the University and its constituents;
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WHEREAS, certain aspects of the relationship between the University and the Foundation, including agreed-upon responsibilities of each party, are formalized by a third amended service agreement dated effective July 1, 2006 (the “ISU-ISUF agreement”); and WHEREAS, the Alumni Association and the Foundation desire to formalize certain aspects of their relationship to each other in a manner consistent with the ISU-ISUAA agreement and the ISU-ISUF agreement as set forth herein.
This agreement shall be effective commencing as of July 1, 2010, and shall continue (the “term”) until terminated by either party pursuant to the article entitled “Termination.”
(1) The Foundation and the Alumni Association will encourage and maintain their respective independence from each other and from the University, while promoting the cooperative ongoing relationships among the University, the Alumni Association, and the Foundation. (2) The parties agree that they shall provide each other with the services, access, and fees set forth herein and that any payments hereunder are intended to equitably allocate the benefits and burdens of this agreement between the parties consistent with the parties’ complementary missions to support the University and its constituents. Neither party enters this agreement for profit, and no payment is intended to reflect fair market value of the services or access provided. Notwithstanding the enumeration of services to be provided by the parties hereunder, each party agrees to work collaboratively and in good faith with the other party, and to provide such additional support services as are appropriate and consistent with the parties’ complementary missions to support the University and its constituents during the term under mutually agreed upon terms and conditions. (3) The Foundation and the Alumni Association will cooperate and provide an environment of open communication to enhance the success of the mutual goals of the Foundation and the Alumni Association. Staff of the Foundation and the Alumni Association will meet periodically to discuss their respective needs and their performance pursuant to this Agreement, and to collaborate on additional areas of common benefit.
