Memorandum of Agreement: ISUAA & ISU

MEMORANDUM OF AGREEMENT BETWEEN THE IOWA STATE UNIVERSITY ALUMNI ASSOCIATION AND IOWA STATE UNIVERSITY OF SCIENCE AND TECHNOLOGY

This memorandum of agreement (hereafter “agreement”) is entered into this 12th day of February 2019 by and between the Iowa State University Alumni Association (hereafter the “ISUAA” or “the Association”), with an address at Iowa State University Alumni Center, 429 Alumni Lane, Ames, Iowa 50011-1403, and the Iowa State University of Science and Technology (hereafter “the University”), with an address at 1750 Beardshear Hall, Ames, Iowa, 50011-2035. This agreement replaces the agreement entered into the 1st day of July, 2008.

PREAMBLE

WHEREAS, the Iowa State University Alumni Association was organized in 1878 and incorporated in 1904 as a separately incorporated, independent, self-governing, nonprofit corporation existing under and by virtue of the laws of the State of Iowa; and

WHEREAS, the principal purposes of the ISUAA are to promote the interest and welfare of Iowa State University and its alumni, students, and friends and to engage the talents and resources of alumni, students, and friends in the life, work, and aspiration of the University; and WHEREAS, the ISUAA provides an organized means for alumni and friends of the University to channel their voices comparable to structures in place for faculty, staff, and students of the University; and WHEREAS, the ISUAA is recognized by the Internal Revenue Service as having tax-exempt status under Section 501(c)(3) and 509 (a)(1) of the Internal Revenue Code of 1986; and

WHEREAS, success of both the University and the ISUAA is enhanced through coordination, regular and open communication, trust, shared values, and the shared desire to advance the interests of the University and its alumni; and WHEREAS, it is in the mutual interest of both parties to set forth in writing a basic framework to acknowledge the independence of the parties while defining their appropriate relationships, NOW THEREFORE, in consideration of the mutual promises set forth by the University and the ISUAA in this memorandum of agreement and entered into in order to more fully define and clarify their mutual relationship, the parties hereby agree as follows:

AGREEMENT

I. Relationship of the parties

1. The parties shall recognize and respect the separate legal statuses of the ISUAA and the University and the roles and obligations of their respective governing boards. 2. The University contracts with the ISUAA to perform the campus’ official alumni relations function, which promotes the strategic interests of the University. 3. The parties agree to operate on the basis of open communication toward the goals of coordination and enhancement of the parties’ respective missions and goals.

The ISUAA and University agree to provide multiple mechanisms for regular communication to discuss, plan, and coordinate operations and initiatives of the parties. 4. The president of Iowa State University, or the president’s designee, and the University’s Treasurer shall serve as ex-officio, voting members of the ISUAA Board of Directors, thereby strengthening open, effective communication between the University and the

Association.

5. The ISUAA Board of Directors shall diligently consult and coordinate with the University’s president in matters pertaining to recruiting, hiring, terminating, evaluating, and compensating the Talbot Endowed ISUAA President and CEO (hereafter “Talbot Endowed President and

CEO”). Specifically, a. The ISUAA Board of Directors shall follow generally accepted procedures used by the University for hiring key University employees, and shall involve appropriate officers of the University in the search process. b. The ISUAA Board of Directors shall evaluate the Talbot

Endowed President and CEO after consultation with the University president, who shall evaluate the Talbot

Endowed President and CEO’s contribution to meeting long-term and short-term goals set by the University and the University president.

MEMORANDUM OF AGREEMENT: ISUAA & ISU CONTINUED

II. University responsibilities

1. The University president is responsible for communicating

University priorities and long-term plans, as consistent with or as approved by the Board of Regents, State of Iowa, to the Association.

2. In addition to the loaned staff under Paragraph II(6) below, the University shall make available key University personnel to assist the Association in its efforts. Such personnel shall serve without additional compensation from the Association; provided, however, that out-ofpocket expenses incurred thereby may be reimbursed or paid by the Association in accordance with its expense payment policy. 3. The University recognizes that the Association is a private, non-profit corporation with the authority to keep all applicable records and data confidential, consistent with applicable laws of the State of Iowa. 4. Recognizing that the programs, activities, and services of the Association benefit the University and enhance outreach and advancement activities among alumni, students, friends, faculty, and staff, the University may disclose to the Association data and information useful to the Association for supporting and implementing its mission. Disclosed information may include public information in convenient formats, and confidential information when its disclosure to the Association will not violate any applicable law. When confidential information is disclosed by the University, the Association agrees that it will a) use such data and information consistent with University policy and governing law (including the Family Educational Rights and Privacy Act), only in connection with supporting and implementing the

Association’s programs, services, and activities, and b) not use or disclose such information for any other purpose.

At the request of the Association, the University agrees to provide guidance to the Association on the handling of student and other confidential information received from the University. 5. In addition to access to University employees, facilities, and services as provided below, for the accomplishment of services outlined in this agreement or Appendix A, the University agrees to provide financial support to the

Association. Appendix A may be revised each year to reflect planned initiatives for the coming year. 6. The University shall loan University employees to the

Association for the accomplishment of Association's activities. Such employees shall maintain their University employees’ rights and privileges. With the consent of the University’s president and the Association Board of

Directors, the Talbot Endowed President and CEO may be paid through the University and participate in the

University’s benefits programs. 7. The University will, subject to state and federal law and the policies and regulations of the specific University department, service, or facility involved, make University services offered to other University departments and units available to the Association, including, but not limited to the following: a. Telecommunications services; b. Computing services; c. Academic media services; d. Mailing services and bulk mail services; e. Printing and copying services; f. Parking facilities; g. The University Book Store for the purchase of supplies through interdepartmental invoice and ordering procedures; h. Property services; i. Facilities, Planning, and Management services; j. Conference and meeting facilities k. Catering and food services and l. Human resources 8. The ISUAA will pay the prevailing charges for these services provided in Paragraphs II(6) and (7) at the same rate charged to units of the University. The ISUAA recognizes that such charges are subject to change without notification from the University. Further, the ISUAA recognizes that the availability of the services is subject to general policy changes as implemented by the University in its discretion. 9. The University may permit and the ISUAA may invest its money through the University’s Treasurer's Office and/ or the Iowa State University Foundation (hereafter “the

Foundation”) in accordance with the rules and procedures established by the University and/or the Foundation.

However, such funds must be handled and accounted for in a manner consistent with the ISUAA’s separate and independent legal status.

10. The University shall permit the Association to occupy the building known as “The Iowa State University

Alumni Center,” 429 Alumni Lane, Ames, Iowa, under the terms of Appendix B. 11. The University agrees to permit the Association, in connection with its lawful business and activities, to use the name of the University as well as the University’s logo, and other symbols and marks of the University (“University marks”), consistent with the following restrictions:

a. The Association shall not authorize the use of

University marks to any other person or entity without the written approval of the University Trademark Office. b. The Association’s use of University marks shall be consistent with the mission of the University and the purposes of this agreement. The Association shall not permit the University’s name and marks to be used in connection with advertising of non-University or non-Association products or services unless such use is consistent with policies of the University. The

Association agrees to abide by the policies and guidelines of the University in the use of the name and marks of the University. The University agrees to maintain the exception from its visual identity standards permitted on Oct. 8, 2004, to the Association regarding use of the

Campanile in the Association’s logo and in the design of the Association’s letterhead, business cards, and other promotional items. In addition to termination of use by reason of termination of this agreement as provided in

Paragraph V(6), below, the University may withdraw permission to use the University marks (excepting the use of name in factual statements about the relationship of the Association and the University) if the University reasonably determines that the Association has violated the provisions of this subparagraph or that withdrawal of permission is necessary to protect the goodwill in

University marks.

III. Shared responsibilities

1. The University and the Association have a shared responsibility to coordinate advancement plans with the Foundation.

2. The Association shall be an integral partner in the collection, maintenance, and retrieval of alumni data stored in the ISU Institutional Advancement Database. These records are considered the primary source of official alumni data from which alumni relations activities are carried out.

IV. Association responsibilities

1. The ISUAA Board of Directors will assure that the

Talbot Endowed President and CEO will work collaboratively with the leaders of the Foundation,

Athletics Department, colleges, and other University units to operate in a seamless manner on all matters as to best represent the unified spirit of the University. The

Talbot Endowed President and CEO is responsible for communicating Association priorities and long-term plans, as consistent with or as approved by the ISUAA

Board of Directors, to the University. 2. The parties recognize the need for strong collaboration between the Association, University, and Foundation on the matter of maintaining and utilizing alumni records.

The Association has entered into an agreement with the

Foundation regarding mutual access to records dated

Jul. 1, 2010, and shall maintain an agreement with the

Foundation regarding mutual access to records with appropriate protections of privacy of the subjects of such records.

3. The Association will conduct the following programs: a. The Association shall produce periodicals and other types of communications that will be distributed by various means to alumni, students, and friends. The

Association will maintain responsible editorial control of these communications consistent with the dual nature of its mission—namely, representing alumni interests and promoting the University’s mission and current priorities.

Publications shall serve to engage and inform alumni of

University priorities with the goal that alumni and friends will contribute their time, talent, and treasure to the

University. b. Where appropriate, the Association will assist the

University and the Foundation in the development of prospective donors. c. The Association shall support the advocacy efforts of the University.

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d. The Association shall conduct programs to support student engagement with the University, with the

Association and membership of the Association. e. The Association will manage the Alumni Center provided by the University for its use under Paragraph

II (10), consistent with the policies of the University, the missions of the parties, and this agreement. 4. The Association will comply with the following fiscal and business standards:

a. The Association shall participate in the University budget processes culminating in the allocation of University support incorporated into Appendix A. The Association agrees to provide the University financial and other information as the University reasonably requires for the purpose of determining the appropriate amount of annual funding. Additional support beyond that provided in Appendix A may be provided by the University upon provision of justification for the additional support. b. The ISUAA is responsible for establishing a financial plan to underwrite the cost of Association programs, operations, and services. In addition to University support, the Association may charge reasonable membership dues as well as fees for services offered to students, alumni, and friends. The Association may contract with third parties to provide such services. The Association agrees to notify the University of any significant change(s) to its membership programs or other revenue-generating activities, especially as they may have an impact on students, faculty, and staff of the University. The Association shall utilize the Foundation for its fundraising activities. The Association shall coordinate its revenue-generating communications and event activities with the University and Foundation, where applicable, to avoid unnecessary competition and conflicts. c. The employees assigned to the ISUAA shall be supervised by the Talbot Endowed President and CEO in accordance with the personnel policies of the University. Employees shall be required to comply with University policies when using University services and to adhere to the standards of conduct expected at the University as provided by University policies and regulations applicable to employees. d. The Association shall be solely responsible for sales taxes, unrelated business income taxes, and other state and federal taxes (if any) related to the conduct of its independent Association activities. e. Any equipment, furniture, and other personal property in the possession and custody of the ISUAA purchased with University or Foundation funding shall be considered “University property” and carried as such on the University’s inventory. Any assets acquired by the ISUAA, using ISUAA funds, in a process external to the University system, shall be wholly considered ISUAA inventory and be accounted by the ISUAA as such. The ISUAA agrees to abide by all University rules and practices regarding the acquisition, maintenance, repair, inventory, and disposal of personal property held as University inventory. f. The Association will maintain insurance, or require its vendors/contractors to maintain insurance and/or to indemnify the Association, to protect the Association from third-party claims brought for property damage or personal injury arising from the Association’s activities, programs, and services, whether Association activities or joint activities, which coverage, by primary, excess, or umbrella policies, shall be no less than these minimum amounts:

1. Commercial general liability–$1 million per occurrence; $2 million aggregate. 2. Umbrella liability–$5 million per occurrence; $5 million aggregate. 3. Personal injury, including advertising and publications–$1 million per occurrence; $2 million aggregate. 4. Unless waived by the University, Workers’ compensation coverage on the Talbot Endowed President and CEO as required by law. 5. Automobile liability–$1 million per occurrence. 6. Director’s and officers’ liability insurance–$3 million per occurrence; $3 million aggregate. With the exception of directors’ and officers’ liability insurance, all Association liability policies shall name as additional insured the University and the Board of Regents, State of Iowa. The Association will provide

the University with at least thirty (30) days’ notice of cancellation and will provide certificates of insurance annually or as policies are renewed. The University agrees to be responsible for claims arising from its activities and the activities of its officers, employees, and agents. g. The Association agrees to contract for an annual independent audit report consistent with standards applicable to University affiliates. Within thirty (30) days of the completion of the audit and approval of the ISUAA Board of Directors, it agrees to provide to the University’s treasurer the Association’s audit report and other required disclosures and will cooperate with the University in complying with generally accepted accounting principles to the extent required to meet consolidated financial reporting requirements. h. The University’s president or the president’s designated representative shall have the right to inspect the financial records and books of the Association during the Association’s regular business hours upon reasonable advance notice.

5. At least once a year the Association shall present an annual written report to the University president reviewing Association services and making suggestions for possible improvements. The ISUAA shall also include in its report recommendations for the expense budget for the coming year. Representatives of the University and the Association will meet each year to review and discuss the written report. In addition, within ninety (90) days of completion, the ISUAA shall provide to the University’s treasurer copies of the Association’s IRS Form 990 Annual

Informational Report.

V. Miscellaneous

1. This agreement contains all of the agreements and understandings between the University and the ISUAA with respect to the subject matter contained, and no representations, covenants, agreements, or commitments have been made to or relied upon by either of the parties, which are not specifically set forth in this agreement. This agreement may not be amended, modified, supplemented, or altered, except by an instrument in writing executed by the ISUAA and the University. 2. This agreement, and the rights and benefits of the ISUAA and the University, may not be assigned, in whole or in part, without the prior consent of the other party. 3. This agreement is not a third-party beneficiary agreement and shall not increase the rights of the third parties, including but not limited to the Talbot Endowed President and CEO and/or Association staff.

4. All notices and other communications desired or required to be given hereunder shall be in writing and shall be sent by either personal delivery or registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Association, to:

Iowa State University Alumni Association c/o Talbot Endowed President and CEO ISU Alumni Center 429 Alumni Lane Ames, Iowa 50011-1403

Copy to: Chair of the Board of the ISUAA Mailed to: The address of the current chair as shown in the records of the Association.

If to the University, to:

Iowa State University c/o President 1750 Beardshear Hall Ames, Iowa 50011-2035

Or to such other person or at such other address as either party hereto may be designated by written notice to the other.

5. The Association and the University agree to comply with all applicable federal, state, and local laws, and compliance with law (within the opinion of legal counsel) shall not constitute a breach of this agreement. The parties further agree to comply with all federal, state, and local laws, regulations, and University policy forbidding discrimination in any manner on the basis of race, color, religion, sex, national origin, age, marital status, disability, sexual orientation, gender identity, or status as a U.S. veteran.

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6. The term of this agreement shall commence on

July 1, 2019, and shall continue for a period of three (3) years. Thereafter, the term of the agreement shall be automatically extended for additional three (3)-year periods unless either party provides written notice 180 days prior to the anniversary date of this agreement of its intent to not renew the agreement. This agreement may be terminated by either party upon written notice, if the party breaches any obligation provided hereunder and the breaching party fails to correct such breach within a thirty (30)-day period. This agreement may only be amended with the written consent of both parties. It shall be reviewed at least once every three years following its adoption.

APPENDIX A

OF THE MEMORANDUM OF AGREEMENT BETWEEN IOWA STATE UNIVERSITY OF SCIENCE AND TECHNOLOGY AND IOWA STATE UNIVERSITY ALUMNI ASSOCIATION

As provided by Paragraph II(5) of the memorandum of agreement between the parties, annual payment has been negotiated and agreed upon by the University and the Association for fiscal year 2020-21. In consideration of the scope and value of the services the Association shall provide to the University, the University shall pay to the Association $605,839. The parties acknowledge that the University payment represents only a portion of the total costs to provide those services. This Appendix A, effective in 2020, shall be reviewed annually and may be amended as provided by Paragraphs II(5) and IV(4)(a) of the memorandum of agreement between the parties.

APPENDIX B

FACILITY USE AGREEMENT BETWEEN THE

IOWA STATE UNIVERSITY OF SCIENCE AND

TECHNOLOGY AMES, IOWA AND IOWA STATE UNIVERSITY ALUMNI ASSOCIATION AMES, IOWA

PURPOSE: It is the mutual desire of the Association and the University to support and promote the interest and welfare of Iowa State University and its alumni, students, and friends under the terms of this agreement. Since July 2008, the University has permitted the Association to occupy the building known as “The Iowa State University Alumni Center,” 429 Alumni Lane, Ames, Iowa, with the improvements thereon and all rights, easements, and appurtenances thereto including mutually agreed-upon grounds and parking area. It is the belief of the cooperative parties that providing this facility will be for their mutual benefit.

AGREEMENT: THE PARTIES AGREE AS FOLLOWS:

I. The Association agrees:

1. The Association will manage and assume responsibility for the operating costs, repair, and maintenance of the

Alumni Center provided by the University consistent with the policies of the University, the missions of the parties, and giving appropriate recognition to donors who have contributed to the construction, maintenance, and ongoing operations of the facility. 2. To the extent applicable to and paid by the University, the

Association shall reimburse the University for the building and appurtenant grounds as mutually agreed where the demised premises is located including (without limitation)

University’s proportional share of Assessments, special assessments, levies, and government charges of any kind and nature whatever levied, assessed, or payable against building and appurtenant grounds. 3. The Association shall repay the University for operating costs directly attributable to the Association within thirty (30) days of statement rendered by the University. The

University shall submit sufficient documentation (using generally accepted accounting principles) of additional operating costs to the Association together with its bill for such costs. If the Association does not agree with the

University’s bill and documentation, the Association will notify the University in writing of such disagreement within fifteen (15) days of receipt of the University’s bill. 4. The University will provide and meter electrical service to the demised premises. Water and sewage service will be provided by the City of Ames, and natural gas service by Alliant Energy. The Association will be responsible for payment of such utility charges as billed by the university and other utility providers.

II. The University agrees:

1. The treasurer will act on behalf of the University in administering this agreement. 2. To make available qualified personnel and access to facilities, equipment, and services as may be reasonably required to assist the Association in carrying out the terms and conditions of Appendix B.

III. It is mutually understood and agreed:

1. This appendix shall remain in full force and effect as long as the memorandum of agreement between the parties remains in effect. It may be modified by mutual written agreement of the parties. 2. Use of premises

The Association covenants and agrees during the term of this agreement to use and occupy the premises, only for legal purposes consistent with the terms of the memorandum of agreement. 3. Care and maintenance of premises (a) The Association takes said premises and equipment in their present condition except for such repairs or alterations as may be expressly herein provided. (b) The Association shall, after accessing said premises and until the termination of this agreement and the actual removal from the premises, at its own expense care for and maintain said premises in a reasonably safe and serviceable condition. The Association will not permit or allow said premises to be damaged or depreciated in value by any act or negligence of the Association, its agents, or employees. (c) The Association shall make no structural alteration or improvements without the written approval of the

University. (d) The Association will make no unlawful use of said premises and agrees to comply with all applicable valid regulations of the University, board of health, any applicable city ordinances, the laws of the state of Iowa, and the federal government. 4. Utilities and services

The Association shall pay all charges for use of telephone and other utilities and services which may be identified and used in or upon the demised premises. The electrical utility system for which the university is responsible ends at and includes the transformer serving the building. The water and sewer utility systems for which the City of Ames is responsible end at the point of connection of the service lines to the building. The natural gas utility system for which Alliant Energy is responsible ends at and includes the meter. The Association is responsible for the electrical, water, sewage, and natural gas systems beyond these demarcation points, and will reimburse Facilities Planning and Management for the associated maintenance, repairs, and alteration. The Association is also responsible for: (a) Air conditioning (b) Custodial service (c) Heating and cooling (d) Water and sewer (e) Electricity (f) Trash (g) Snow removal in the mutually agreed-upon areas adjacent to building (aerial document on file with the

ISUAA Manager of Alumni Center Operations) (h) Lawn care in the mutually agreed-upon areas adjacent to building (aerial document on file with the ISUAA

Manager of Alumni Center Operations) (i) Parking lot maintenance, north section of Lot A2 in the

Iowa State Center parking lot, in the mutually agreedupon areas. (j) The University has designated Lot A2 as the

Association’s primary lot for Alumni Center event parking except on home football weekends. It is understood that Lot A2 is part of the Iowa State

Center event lots and may be used by other visitors and attendees. Unless specifically approved by the

Iowa State Center or University Parking, no special arrangements or priority exist for Association staff or visitors. ISUAA staff may purchase general parking in a designated section of this lot at the current University rates.

(k) Other operating costs 5. Surrender of premises at the end of term–removal of fixtures

(a) The term of this facilities use agreement is three (3) years, ending on June 30, 2021.

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(b) This facility use agreement shall automatically renew for a three (3)-year period, unless the University gives written notice of non-renewal at least one (1) year in advance of the then current end date of the agreement. (c) This facility use agreement shall terminate if the

Memorandum of agreement between the parties is terminated by the University for substantial breach of the memorandum of agreement, or if, after 60 days written notice of substantial and serious breach of this facility use agreement, the Association has not cured the breach.

(d) Either party may terminate this facility use agreement at any time upon one year’s advance written notice to the other party. (e) The Association agrees that upon the termination of this agreement, it will surrender, yield up, and deliver the premises in good and clean condition except that effects of ordinary wear and tear and depreciation arising from lapse of time, or damage without fault or liability of the Association.

(f) The Association may, at the expiration of the term of this agreement, or renewal or renewals thereof or at a reasonable time thereafter, if the Association is not in default hereunder, remove any fixtures or equipment which said Association has installed in the premises, providing said Association repairs any and all damages caused by removal. 6. Assignment and subletting

Any assignment of this agreement or subletting of the premises or any part thereof is prohibited without the

University’s written permission, such permission not to be unreasonably withheld. Provided, however, that this clause shall not require prior approval for licensing the use of a portion of the facilities for short periods of time (twenty-four hours or less) for events and meetings. The

Association shall generally follow University standards in permitting use. 7. University’s right of access

After giving reasonable notice, the University or its authorized representative may enter the premises at any reasonable time for the purpose of inspecting the premises or for the performance of the University’s duties. Except

in unusual circumstances or emergencies, the Association will be given notice. In no event will visitors be permitted into the area without the Association’s permission. 8. Rules

The Association agrees to observe all the University’s written operating policies, including but not limited to rules, procedures, and traffic regulations as published by the University stated in the University policy library. 9. Taxes

At such time that either the University or the Association are deemed not to be exempt from taxation, the Association agrees to pay:

(a) Real estate taxes on the facility; and

(b) Personal property taxes on personal property of the

Association

10. Insurance

(a) The Association will keep the University and

Association’s property interests in the premises and its liability in thereto, and the personal property on the premises, reasonably insured against hazards and casualties; that is, fire and those items usually covered by extended coverage. (b) In the event of damage to buildings, or improvements by any natural or man-made disaster, the Association shall notify the University by telephone or in writing within 24 hours.

(c) Release of recovery rights. Each party hereby releases the other from claims for recovery for any loss or damage to any property owned by either party which is insured under valid and collective insurance policies to the extent of any recovery collectible under such insurance. It is further agreed that waiver shall apply only when permitted by the applicable policy of insurance.

(d) The Association further agrees to comply with the recommendation of the Iowa Insurance Services

Bureau and to pay any increases in insurance rates on said premises and on the building of which said premises are a part, due to increased risks or hazards

resulting from the Association’s use of the premises otherwise than herein contemplated and agreed. 11. Liability

The Association agrees to indemnify, defend, and hold harmless the University against any liability, and/or pay for any and all damages, losses, or expenses incurred by the University in connection with the premises, beyond that covered by insurance, due to the Association’s negligence or failure to perform the terms of the

Agreement, including the expenses of enforcing the

Agreement. 12. Destruction of premises (a) Partial destruction. In the event of a partial destruction or damage of the premises, which is business interference, that is, which prevents the conducting of normal business operation and which damage is reasonably repairable within sixty (60) days of its occurrence, this agreement shall not terminate. In the event of partial destruction, the Association working with the University shall repair such damage within sixty (60) days of its occurrence unless prevented from so doing by acts of God, the elements, the public enemy, strikes, riots, insurrection, government regulations, city ordinances, labor, material or transportation shortages, or other causes beyond the University’s reasonable control.

(b) Total destruction of business use. In the event of a destruction or damage of these premises so that the

Association is not able to conduct its business on the premises and the damage cannot be repaired within sixty (60) days, this agreement may be terminated at the option of either the University or Association. Such termination in such event shall be effected by written notice of one party to the other, within twenty (20) days after such destruction. The Association shall surrender access within ten (10) days after such notice issues, and each party shall be released from all future obligations hereunder, the Association paying user charges pro rated only to the date of such destruction. In the event of such termination of this agreement, the University at its option, may rebuild or not, according to its own wishes and needs. 13. Changes to be in writing

None of the covenants, provisions, terms, or conditions of this agreement to be kept or performed by the

University or the Association shall be in any manner modified, waived, or abandoned except by a written instrument duly signed by the parties and delivered to the University and Association.