# PY1917
AGREEMENT
The Board of Trustees of the
1) Background Information and Objectives
A. Stanford, with a uniquely residential campus, has a special relationship with its faculty and staff members who lease residential land on Stanford's campus (the "Lessees") and from whom Stanford collects rent ("Rents").
B. SCRL, an independent, nonprofit, public benefit, community association has been organized and operated to promote the common good and general welfare of the people of this faculty/staff residential community. Inherent in its purpose is maintaining effective relationships with Stanford.
C. Both SCRL and Stanford desire to improve the efficiency, timeliness and effectiveness of communication between the Lessees and Stanford on matters of mutual interest.
D. Stanford will obtain significant cost savings by a reduced demand on institutional resources resulting from SCRL's role as a focal point of the Lessees' common interests and concerns.
2) SCRL Program Services
A. SCRL will keep its members informed of Stanford's decisions, plans, and programs, as they are communicated to SCRL by Stanford, pertaining to land use, construction, municipal services, finances, police and fire protection, and other matters affecting the residential community.
B. When reasonable and where possible, SCRL will formulate positions on behalf of the majority of affected members and will represent to Stanford community opinions, on appropriate institutional matters affecting the residential area.
C. To promote clarity and efficiency, communications between the SCRL Board and Stanford will be focused through the Executive Director and Stanford's designated Liaison officer.
D. Upon request from Stanford, SCRL will disseminate information from Stanford to SCRL's members or to appropriate subgroups of its members. However, both parties recognize that Stanford will not rely upon SCRL as a communication link for information required by law or by the terms of Stanford's leases with its Lessees.
E. Upon request from Stanford, SCRL will nominate persons from among its membership to serve as members of or advisors to Stanford-appointed committees concerned with any or all of SCRL's fields of interest.
F. SCRL will assist Stanford in obtaining and taking into account the interests and concerns of Lessees on those matters that affect them as campus residents. As appropriate, SCRL will share with Stanford the results of studies undertaken by it or under its auspices on matters affecting the campus residential area.
G. SCRL will advise Stanford regarding routine operation and maintenance of the common areas in the residential subdivisions of the campus, including streets, pathways, parks and landscaped areas. SCRL will work with Stanford managers to establish priorities for maintenance programs and, when appropriate, will canvass affected residents to ascertain neighborhood preferences.
H. SCRL will advise Stanford of its recommendations respecting the expenditure of up to One Hundred Thousand Dollars ($100,000) per Stanford fiscal year, from funds collected by Stanford as Rents, for common area improvements, enhanced maintenance, and public services in the residential subdivisions (Residential Special Fund). Stanford will use its best efforts to respond to SCRL's recommendations in a timely manner, and will execute expeditiously any recommendations it accepts. If because of SCRL inaction there is an accumulation of this fund in excess of Five Hundred Thousand Dollars ($500,000), Stanford may use the excess for other University purposes, in Stanford's -sole and absolute discretion. SCRL shall at no time be responsible for common lands, related facilities, maintenance or public services in the residential subdivisions.
I. SCRL will serve as an information resource and provide general assistance to its members, individually and collectively, on matters related to community and public services and programs. If requested by them, SCRL will assist members to identify resources for resolving disputes between two or more of its members.
J. With its submission of its budget for the following fiscal year, SCRL will provide to Stanford an annual analysis and summary of services provided to leaseholders under this Agreement, including requests for services and the disposition of such requests.
3) Advance/Reimbursement of Expenses
A. In the fiscal
year ending
1. Reasonable salary and benefits for the Executive Director and clerical assistants.
2. Reasonable office equipment and supplies, including reimbursement to Stanford of the cost of computer and other equipment presently on loan to SCRL.
3. Reasonable telephone, mail, and computer services.
4. Reasonable newsletters, mailings, and other communications materials.
5. Reasonable meetings and events.
6. Ordinary and customary insurance premiums.
7. Reasonable legal, accounting, mediation and other professional advisors; provided, however, that SCRL shall not use advanced funds or be reimbursed for any expenses for legal services in claims or actions, however characterized, brought by or on behalf of SCRL or any of its members against Stanford or any Stanford affiliated entity.
8. Other
reasonable and appropriate expenses that are consistent with SCRL's obligations
as described in this Agreement.
B. Stanford will transfer to SCRL twenty-five percent of the Annual Advance/Reimbursement at the beginning of each fiscal quarter. Prior to September 30 each year, SCRL will submit to Stanford a final accounting of expenditures for the previous fiscal year, ending on August 31, accompanied by an annual report of its activities. If Stanford's payments hereunder have exceeded the sum of SCRL's actual expenditures, SCRL may, within the limits set forth below, retain the overpayment from Stanford for the purpose of maintaining a reasonable financial reserve (“Reserve”) to be used in accordance with the terms and conditions of this Agreement. Any Reserve shall not exceed $100,000. If the Reserve reaches the $100,000 limit, SCRL will be required to immediately refund to Stanford any amount advanced by Stanford that exceeds the sum of SCRL’s actual expenses.
C. Any Reserve may only be used for costs or expenses which are consistent with section 3) A. 1-8. SCRL will state the current reserve balance on each quarterly invoice to Stanford, and will provide independent verification of the Reserve balance upon request by Stanford.
D. By September 30 of each year, SCRL will provide Stanford with a copy of its annual budget and plans for using the funds set forth in this paragraph.
4) Stanford Covenants
A. Stanford will give careful and thoughtful consideration to the advice, views and recommendations of SCRL as described above, and will accommodate them if and to the extent Stanford deems them to be appropriate.
B. To foster an efficient and effective liaison relationship with SCRL, and to facilitate SCRL’s performance of its tasks as described in this Agreement, Stanford will use its best efforts to communicate with SCRL as early as possible on appropriate Stanford matters relating to the campus residential area, such as, for example, by inviting participation by SCRL representatives on Stanford committees or by providing agendas or minutes of relevant Stanford meetings.
C. Stanford will also use its best efforts to respond to reasonable requests by SCRL for information or discussion on any such matters.
5) Additional provisions
A. Insurance
SCRL will procure and maintain in full force and effect the following insurance, and will provide satisfactory evidence to Stanford of this coverage. If commercially available, all such insurance will include Stanford, its trustees, officers, agents and employees as additional insureds. This insurance will not be altered except upon thirty (30) days written notice to Stanford.
I. Public liability and property damage liability insurance with a single limit of One Million Dollars ($1,000,000) or more insuring against all liability of SCRL and its authorized representatives, including operation of vehicles.
2. Worker's
Compensation and Employer's Liability insurance covering all persons whom SCRL
may employ in carrying out the work specified herein, in accordance with the
Worker's Compensation Law of the State of
3. A fidelity bond in the amount of Fifty Thousand Dollars ($50,000) covering members of the Board of Directors and employees of SCRL.
4. Director's and Officer’s Liability in the amount of one Million Dollars ($1,000,000).
B. Mutual
Indemnity
SCRL
and Stanford will indemnify, defend, hold and save each other and their
respective trustees, officers, directors, agents and employees free and
harmless of, from and against any and all claims, demands, liability, losses,
costs, damages, penalties and expenses whatsoever on account of any loss,
injury, death or damage, direct or consequential, arising out of or resulting
in whole or in part from or in any way connected with either's obligations
hereunder, or from negligence or willful misconduct.
C. Independent Contractor
SCRL is an independent contractor, and neither SCRL nor any employee of SCRL shall be or be deemed to be an employee or agent of Stanford, nor an agent of any lessee.
D. Examination of Records
Stanford
or its representative will have access to and the right to examine any directly
pertinent books, documents, papers and records of SCRL involving financial
transactions related to this Agreement until the expiration of three .(3)
years after final payment hereunder.
SCRL agrees to keep and maintain such records for such period of time.
Until the expiration of four (4) years after the termination of this Agreement, SCRL will also make available, upon written request from the Secretary of the United States Department of Health and Human Services or from the United States Comptroller General, or any of their duly authorized representatives, this Agreement and such books, documents and records of SCRL as are necessary to certify the nature and extent of its activities and the reasonable cost of these activities..
E. Compliance with Law
Stanford and SCRL will comply with all federal, state and local laws, regulations and orders in the performance of this Agreement.
F. Assignment
SCRL will not assign its rights or delegate or subcontract its responsibilities under this Agreement.
G. Equal Opportunity
In connection with its performance under this Agreement, SCRL agrees that it will not discriminate against any employees or applicants for employment because of race, religion, color, sex, sexual preference, age, national origin, or physical or mental handicap (unless such handicap is job related), and will take affirmative action to ensure equal opportunity in all aspects of employment including, but not limited to, recruitment, promotion, demotion, transfer, layoff, termination, compensation and selection for training, including apprenticeship.
H. Term and Termination
1. This Agreement is effective as of
2. If SCRL breaches this Agreement, Stanford may terminate the Agreement by giving SCRL three (3) months written notice. In the event of termination, Stanford will be liable for payment of expenses' incurred prior to the effective date of the termination, in accordance with the payment provisions of this Agreement, and SCRL will be obligated to return any unused funds provided by Stanford prior to such termination.
3. SCRL may terminate this Agreement at any time, without cause, by giving Stanford three months advance written notice.
I. Governing Law.
This Agreement will be governed by the laws of the State of
J. Entire Agreement; Amendment
This Agreement constitutes the entire agreement between the parties with respect to the matters specified herein, and supersedes any prior negotiations, agreements or understandings. This Agreement may be amended in, writing signed by both parties.
IN WITNESS WHEREOF, the parties hereunto set their hands by proper persons duly authorized, the day and year first above written.
THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR
UNIVERSITY, a body having corporate powers under the laws of the State of
By:
Chris R. Christofferson
Its:
By:
Susan Webert
Director of Procurement
STANFORD CAMPUS RESIDENTIAL
LEASEHOLDERS ASSOCIATION, a
By:
James L. Sweeney
Its: President
Date: