• ...

This Memorandum of ~ e n t ("Agreeiµent") is made effective as of the ':I!!... day of
. 2015, betw~n the North Carolina Department of Cultural Resources ("DCR").
O ~ f State Archaeology (the "OSA} and the Friends of Queen Anne's Revenge, a Non-
Profit Corporation (the "Friends") (collectively referred to as the ~Parties").

WHEREAS, the OSA was created pW'SWIIlt to legislative authority, is an agency of the
State of North Carolina pursuant to the provisions of G.S. § 143B-51 that is presently engaged in
certain activities relating to UJ1derwater archaeology, conservation, historic research, and public
outreach associated with the shipwreck: ofBlackbeard's Queen Anne's Revenge (collectively all
such activities are hereinafter referred to as "Queen Anne's Revenge} and has duties otherwise
required by law; and

WHEREAS, the Friends is a non-profit corporation, established pursuant to Section 55A-
36 of the North Carolina Non-Profit Corporation Act, the sole· purpose of which is to be an
independent support organmµion for the activities of the OSA associated with Queen Anne's
Revenge, consistent with the bylaws of the Friends, and in such manner as the Friends deems
appropriate, including soliciting and providing financial support, equipment, and services that
bynefit the OSA's activities associ~ted with Queen Anne's Revenge; and

• WHEREAS, the Friends' primary interests and functions involve supporting recovery
and conservation of archaeological materials and data ftom the ~een Anne's Revenge, and are
exclusive of the creation, touring and marketing of museum exhibits related to that shipwreck;

WHEREAS, the relationship between the OSA and the Friends relating to Queen Anne's
Revenge provides significant benefits to the citizens of North Carolina, including, but not limited
to, :financial support and services for the OSA' s activities relating to Queen Anne's Revenge; and
WHEREAS, the OSA and the Friends mutually desire to recognize and formalize the long-
standing cooperative, beneficial, and reciprocal relationship between them; and

WHEREAS, the OSA and the Friends mutually desire to ~nter into this Memorandum of
Agreement, setting forth the separate and distinct roles and responsibilities of the two
independent entities relating to Queen Anne's Revenge. ·

NOW TIIEREFORE, the P~es hereby agree as follows:

• Page 1 of8
Responsibilities of OSA.

A. The OSA recognizes, acknowledges, and endorses the Friends' independent role
in fundraising, ·development activities, and other support efforts on behalf of the
OSA relating to Queen Anne's Revenge and the benefits that the OSA derives
from such fop.ding and support activities.

B. The OSA shall consider all funds or property donated to the State provided by or
through the Friends as subject to all applicable laws and regulations governing the
disbursemen1 and adµiinistration of public funds and public property, except to
the extent of any specific conditions of the transfer that are acceptable to DCR
and are not inC9nsistent with laws of the State of North Carolina.

C. The OSA shall receive and review a copy of the Friends' bylaws and maintain a
copy within its records.

D. The OSA shall maintain a detailed record of any and all forms of consideration
that the OSA receives from the Friends in support of activities of the OSA relating
to Queen Anne's Revenge under this Agreement

E. DCR shall 8$sign tp.e State Archaeologist as a liaison to the Friends. The State

Archaeologist shall serve as an ex-officio (non-voting) board member be invited
to all Friends' meetings, and have the responsibility to communicate and consult
with the Friends on projects and joint planning..

F. The OSA DU\y review, advise, and support the development of the Friends' annual
operating budget.

G. The OSA shall include the Friends' staff and/or poard members in appropriate
planning, training, and other organizational activities and meetings as deemed
appropriate by the State Archaeologist and OSA.

H. The OSA aqd State Archaeologist may, in his Of her discretion, participate in
appropriate fundraising activities as requested by the Friends.

I. The OSA shall prepare and provide to the Fri4'nds upon request an annual
operating budget and a statement of revenues and expenditures, along with any
other financial documents necessary for an understanding of how funds or
property donated or provided by the Friends was utilized by the OSA.

J. The OSA shall not accept any gift, cash, or artifact that may impose a liability for
DCR without the prior written approval of the Secretary.

K. The OSA shall keep the Friends reasonably informed of OSA's activities related
to the Queen Anne'i; Revenge.

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• 1.02 Responsibilities of the Friends.

A. The Friends is an independent, private non-profit corporate entity, and it shall
operate separately and distinctly from the OSA. The Friends agree to
communicate and COQperate with DCR and OSA in order to further its mission.

B. The Friends shall send to OSA a copy of the Friel}ds' bylaws within 30 days of
the execution of this Agreement Any amendments to the Friends' bylaws shall
be sent to OSA wifhi,n 30 days of adoption. 11\e Friends shall notify OSA in
writing within five (5) business days of any changes to its status as a non-profit
corporation, or otherwise, with the North Carolina.l)epartment of the Secretary of
State or any other state or federal governmental ag~ncy.

C. The Friends shall actively work to build positive public awareness and support of
the Queen Anne's Revenge.

D. The Friends shall repiit all receipts, including donations and grants, to DCR's
Queen Anne's Revepge Project Special Fund. less the deduction of Friends'
Board-approved expenses. The Friends shall remit the funds on a monthly basis
and no later duln the lOth day of each month to:

Attn: Dee Nelms, Office Manager
Office of State Archaeology

• N.C. ~J)8l'tl:ncntofCultural Resources
4619 Mail Service Center
Raleigh NC 27699-4619

When remitting the Friends' fimding, the Friends must submit reports to
demonstrate th~ source(s) and amount(s) of income.

OSA shall use these funds for excavation and conservation related to the Queen
Anne's Revenge project Should Friends' receive a restricted gift, DCR and OSA
agrees to abide by Sflid restrictions.

E. The Friends sbtul maintain a separate and distinct financial accounting system that
meets generally accepted accounting standards for non-profit organizations,
including required tµ documentation. The Friends shall provide the State
Archaeologist with a copy of its IRS Form 990 or 990EZ.

F. The Friends shall have a financial audit conducted by an independent certified
public accountant, in accordance with generally accepted auditing standards, if the
Friends has annual gross receipts in any single fiscal year equal to or greater than
$250,000, exclusive of State funds or interest on investments, or for any year in
which the Friends receives a grant from a not-for~pro:fit or governmental entity
that requires an ~ d e n t audit The Friends shall furnish the State
Archaeologist and DCR with a copy of the audit, exclusive of lists of donors or

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• G.

The Friends shall prepare and provide to the State Archaeologist a copy of the
Friends annual line-item budget within 30 days of adoption by the board, along
with copies of their quarterly financial statements.

The Friends shall provide DCR annually with the total number of Friends'
members. T'Qe number shall be used to report the level of public support that the
Department receives.

I. The Friends provides in its bylaws that, in the event of its dissolution, all
unrestricted assets. including those of its wholly owned subsidiaries, will be
distributed to another 501(c)(3) organization with a formal understanding that the
funds shall be used solely for the support of the OSA.

J. The Friends shall obtain approval in writing from the Secretary of DCR for
financial support for any salary of any state employee, including any salary
stipends or bonuses provided by the Friends. Likewise, the Friends shall provide
written verification to the department for its commitment to provide salary
support at a ~ific level for a specific time.

K. Any space occupied by the Friends at the OSA, including administrative office
space, sales shop and restaurant operations shall be governed by a separate written
agreement between the Friends and the OSA and DCR.

L. The Friends shall assign the President of its Board to serve as its liaison to the
OSA with J,:he responsibility to communicate and consult with the State
Archaeologist on projects and joint planning.

M. The Friends shall maintain sufficient directors and officers liability (D&O)
insurance coyerage for all of the Friends' board members and officers.

N. None of the Friends' duties and re.sponsibilities tmder Sections 1.02 and 1.03 may
be assigned or delegated to a third party without prior written consent of the
Secretary of DCR.

0. When or if the State of North Carolina charges and collects fees related to the
Queen Anne's Revenge, the Friends shall not offer free or reduced fees as a
member benefit without the prior written consent of the Secretary of DCR or the
Secretary' s designee.

P. The Friends acknowledges that it has received a copy of the settlement agreement
regarding the Queen Anne's Revenge, entered into on October 15, 2013, by and
between DCR, lntersal, Inc., and Nautilus Productions, LLC.

1.03 The Parties Agree That:
A. The Parties shall cooperate on joint press releases and other printed material
promoting Queen Anne's Revenge. Nothing in this paragraph should be
construed as limiting the freedom of the Parties to issue press releases or

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• B.
independently conduct other communications that are consistent with their
respective missions.

This Agreement shall remain in effect from the date set out in the first paragraph
herein until terminated by mutual consent of the Parties or by either party giving
the other party sixty (60) days written notice of termination, which may be given
at any time, \Yi.th or without cause.

C. This Agreement may be amended only by mutual written agreement executed by
DCR, the OSA and the Friends.

D. This Agreement shall be governed by the laws of the State of North Carolina.
The Parties agree that the proper venue of this Agreement, its situs and forum,
shall be Wake County, North Carolina, where all matters, whether sounding in
contract or tort, relating to the validity, construction, interpretation, and
enforcement of this Agreement, shall be determinefi,

E. The State Auditor and DCR Internal Auditors shall have access to persons and
records as a result of all agreements, contracts or grants entered into by State
Agencies or political subdivisions in accordance with G .S. § 147-64.7.

F. This Agreem~nt, any exhibits and attachments affixed hereto, and any documents
specifically incorporated by reference represent the entire agreement between the

parties and supersede all prior oral or written statements or agreements. There are
no promises, terms, conditions, or obligations other than those contained in this
Agreement, and this Agreement shall supersede. all previous communications,
representations, or agreements between the Parties.

G. All promises, requirements, terms, conditions, provisions, representations,
guarantees, and warJlUlties contained herein shall survive the termination of this
Agreement 1.Ql}ess specifically provided otherwise ~in, or unless superseded by
applicable Fed~ral or State statutes of limitation.

H. This Agreement shall not be interpreted to and does not subject the Friends to the
Open Meetings Laws, or make the Friends' records, other than the periodic audit,
subject to the state's Public Records Laws. Provided, however, that records
provided to OCR or OSA may be subject to the Public Records Laws and
disclosed to third parties.

I. All acquisitions of information technology (11) hardware and/or services by the
Friends for the purpose of state business must be approved in writing by the
Department's Chief Information Officer. This refers to any IT request via a
Department staff member to the Friends to financially support any IT hardware or
service. This also includes any voluntary request from the Friends to DCR staff
members to financially acquire any IT hardware or service. In the context of this
Agreement, IT.hardware or service rj:fers to:

1. Computers

Page5 of8
• 2.
Printers and related peripherals
Software and web services
Support services
Development services.

2.01 OSA agrees to:
A. Allow the Friends to use space for its meetings and membership activities with
advance wrlften notice and permission of OSA; provided. however, that
permission is ~so granted by East Carolina University ("ECU'') and the space
requested has not already been committed to OSA- or ECU-sponsored events,
programs, and/or classes; or committed to another individual/group that has
previously obuiined a permit for use of the QAR Lap.

B. Present educational programs at Friends special events held at the QAR Lab at no
charge or for a ~nable fee; provided that OSA sfaiI or volunteers are available
and the programs are approved by the State Archaeologist.

C. Provide the Friends' board with current QAR Lab's written policies and

procedures, approved by the State Archaeologist regarding Friends' sponsored
special events and rqeetings.

D. Distribute a copy of the QAR Lab's written special events policies, procedures to
the Friends' board.


• Page 6 of8

, w. Kluttz,

Wake County, North Carolina

~ ofNotary

:r~Yli:fu: M. ho:iu
Notary's printed or typed name, Notary Public

My commission expires: -~'0~12....,\._.l....:.1-=1_ __

Wake C01.m.ty, North Carolina

I certify that the following person personally appeared before me this day.
acknowledging to me that he signed the foregoing document; Stephen R. Claggett, an employee
of the State of North Carolina, on behalf of the North Carolina Office of State Archaeology.

Date: 2 /ro: o~~~
(Ojfic~ M ~ Jenn it« flt ~
7.?,~' -, TA ~-"\\ Notary's printed or typed name, Notary Public
I!!/ ~o Fl>-- ~s I
~ ~ My comroi!fflDn expires: IO { 2..1 J)1

• Page7 of8

By: UJ.1/Wk. ~
Wendi Oliver, President

tJu--r«e...+ County, North Carolina

I certify that the following person personally appeared before me this day,
acknowledging to me that he signed the foregoing document Wendi Oliver, President of the
Friends of Queen Anne's Revenge. a Non-Profit Corporation.

Date: 7-'-I- J..01 !'

Notary's printed or typed name, Notary Public

My commission expires: S-o?b-;l o / lo

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