NC Dept of Commerce Museum Grassroots Science grant FY14GRANT COVER SHEET
This Contract is hereby entered into by and between the North Carolina Department of Commerce (the "Agency ") and New
Hanover County (the "Grantee ") intended for Cape Fear Museum of History and Science (referred to collectively as the
`Parties "). The Grantee's federal tax identification number is 566000324.
1. Contract Documents:
This Contract consists of the following documents:
(1) This Contract
(2) Notice of Certain Reporting and Audit Requirements (Attachment A)
(3) Certification of No Overdue Tax Debts (Attachment B)
(4) The General Terms and Conditions (Attachment C)
(5) Annual Budget (Attachment D)
(6) Session Law 2013 -360, Senate Bill 402, Section 15.12 (Attachment E)
(7) Session Law 2013 -360, Senate Bill 402, Section 15.25A.(a) — 15.25A.(f) (Attachment F)
These documents constitute the entire agreement between the Parties and supersede all oral and written statements,
negotiations or agreements made, communicated, negotiated or entered into prior to or contemporaneously with the full
execution of this Contract.
2. Precedence Among Contract Documents:
In the event of a conflict between or among the terms of the Contract Documents, the terms in the Contract Document with
the highest relative precedence shall prevail. The order of precedence shall be the order of documents as listed in
Paragraph 1, above, with the first - listed document having the highest precedence and the last - listed document having the
lowest precedence. If there are multiple Contract Amendments, the most recent amendment shall have the highest
precedence and the oldest amendment shall have the lowest precedence.
3. Effective Period:
This Contract shall be effective on July 1, 2013 and shall terminate when all funds disbursed by the Agency to the
Grantee under this Contract have been expended by the Grantee for the purposes authorized by the North Carolina
General Assembly and stated herein, unless terminated sooner under the terms of this Contract.
4. Grantee's Duties:
The North Carolina General Assembly has authorized funds to be appropriated to participating member museums of the
Grassroots Science Museums Collaborative to enhance programs and services provided by each member museum and
provide coordinated science education outreach throughout the state of North Carolina.
5. Agency's Duties:
The Agency shall pay the Grantee in the manner and in the amounts specified in the Contract Documents. The total
amount paid by the Agency to the Grantee under this Contract shall not exceed $85,248.00.
[] a. There are no matching requirements from the Grantee.
[ ] b. The Grantee's matching requirement is S , which shall consist of:
( ] In -kind ( ] Cash
[ ] Cash and In -kind [ ] Cash and /or In -kind
The contributions from the Grantee shall be sourced from non - federal funds.
The total contract amount is $85,248.00.
MS &NCD Form 0009A Grant Cover Sheet
Eff. 912005
Revised 5106, 7/07, 8109, 7110, 7111, 7112, 9113
Page 1 of 15
S. Conflict of Interest Policy:
Grantee shall file with the Agency a copy of Grantee's policy addressing conflicts of interest that may arise involving the
Grantee's management employees and the members of its board of directors or other governing body. The policy shall
prohibit such individuals from directly or indirectly benefiiting, (other than by receipt ofany normal compensation from the
Grantee) as a result of the Grantee's disbursement of State funds, including any benefit derived from contracting with the
Grantee or owning or contracting with a sub - grantee or sub -sub- grantee. The policy shall include actions to betaken by
the Grantee, the individual or both to avoid conflicts of interest and the appearance of impropriety. The policy shall be filed
before Agency may disburse the grant funds. Additionally, every Grantee must identify for the Agency any conflicts of
interest existing under its policy prior to the execution of this Agreement and must promptly inform the Agency of any
conflict of interest of which it becomes aware during the term of this Contract..
7. Statement of No Overdue Tax Debts:
Grantee's sworn written statement pursuantto N.C.G.S. 143C- 6 -23(c) (Attachment B), stating that the Grantee does not
have any overdue tax debts, as defined by G.S. 105- 243.1, at the federal, State, or local level. A person who makes a
false statement in violation of this subsection is guilty of a criminal offense punishable as provided by N.C.G.S. 143C-1 0-1.
Grantee acknowledges that the written statement must be filed before Agency may disburse the grant funds.
13. Letter of tax exempt status:
Grantee shall file with the Agency a copy of Grantee's IRS federal tax exempt letter or 501 (c) verification form.
9. Reporting Requirements:
The Agency has determined that this Contract is subject to the reporting requirements described in the attached Notice of
Certain Reporting and Audit Requirements (Attachment A), which is part of this Contract. The Grantee shall comply with
all of the reporting requirements and provisions described in Attachment A hereto.
In addition to the reporting requirements and provisions described in Attachment A, the Grantee agrees that, prior to
spending any grant funds, it shall send the Fiscal Management Division of the Agency a true and correct copy of a written,
annual budget (Attachment D) duly authorized and adopted by the Grantee's board of directors or other governing body.
Said budget shall contain a narrative description of all budgeted expenditures of grant funds, explaining how the budgeted
expenditures would meet the objectives of the grant awarded to the Grantee and identifying any interest - bearing account
into which the Grantee has placed or intends to place any of the budgeted expenditures. Should the Grantee thereafter
revise, alter or amend said budget, it shall, within ten (10) business days thereafter, send the Fiscal Management Division
of the Agency a true and correct copy of said revised, altered or amended budget, which shall also be duly authorized and
adopted by the Grantee's board of directors or other governing body and which shall also contain a narrative description of
all budgeted expenditures of grant funds. No expenditure of grant funds maybe made by the Grantee until said budget or
revised, altered or amended budget (as applicable) has been received by the Agency.
In addition to the reporting requirements and provisions described in Attachment and the other reporting requirements
described in the preceding paragraph of this Contract, the Grantee further agrees to submit to the Agency's Fiscal
Management Division a Quarterly Expenditure Report semiannually to enable the Agency and its Fiscal Management
Division to track the status of the Grantee's expenditures of grant funds on a periodic basis. The Grantee shall continue to
complete and send said Quarterly Expenditure Reports to the Agency's Fiscal Management Division until all grant funds
received under this Contract have been expended and all such expenditures have been fully reported to the Fiscal
Management Division of the Agency. Said Quarterly Expenditure Reports shall be due and shall be delivered to the
Agency's Fiscal Management Division no later than January 31 and July 31, respectively. The Grantee shall submit a
Quarterly Expenditure Report for the first and second quarters of the State's fiscal year by January 31 and shall submit a
Quarterly Expenditure Report inclusive of the third and fourth quarters of the State's fiscal year by July 31. When
submitting said Quarterly Expenditure Reports, the Grantee shall also submit a brief narrative paragraph for each such
Report summarizing the performance objectives of expenditures and any interest earned by the Grantee from the grant
funds.
10. Payment Provisions:
Payment shall be made in accordance with N.C.G.S. 1430 -6 -21 and the State's Cash Management Plan. An Annual
appropriation of more than $100,000 to or for the use of a nonprofit corporation shall be made in quarterly or monthly
payments, in the discretion of the Director of the Budget.
MS,&NCD Form 0009A Grant Cover Sheet
Eff. 912005
Revised 5,108, 7107, 8109, 7110, 7111, 7112, 9113
Page 2of15
11. Contract Administrators:
All notices permitted or required to be given by one Party to the other and all questions about the contract from one Party to
the other shall be addressed and delivered to the other Party's Contract Administrator. The name, post office address,
street address, telephone number, fax number, and email address of the Parties' respective initial Contract Administrators
are set out below. Either Party may change the name, post office address, street address, telephone number, fax number,
or email address of its Contract Administrator by giving timely written notice to the other Party.
For the Agency For the Grantee
1F DELIVERED BY US POSTAL SERVICE IF DELIVERED BY US POSTAL SERVICE
Monique M. Johnson, Internal Auditor it Ruth Haas, Director
Department of Commerce Cape Fear Museum, Inc.
Fiscal Management Division c/o New Hanover County
4302 Mail Service Center 814 Market Street
Raleigh, NC 27699 Wilmington, NC 28401 -4731
Telephone: (919) 715 -6978 Telephone: (910) 798 -4357
Fax: (919) 733 -8802 Fax: (910) 798 -4382
Email: moni ue.johnson ncoommerce.com Email: rhaas nhc ov.com
12. Disbursements:
in addition to the other requirements set forth above and in the attached documents concerning the disbursement of grant
funds by the Grantee (including any sub - grantee(s) and sub- sub- grantee(s)). as well as all requirements imposed on grant
fund expenditures by applicable law, rules and regulations, the Grantee acknowledges and agrees, as an express
condition of this Contract, to make disbursements of all grant funds in accordance with the following requirements:
a. The Grantee shall implement adequate internal controls over all disbursements;
b. The Grantee shall pre -audit all vouchers presented to it for payment to determine:
• The validity and accuracy of the requested payment;
• The payment due date;
• The adequacy of all documentation allegedly supporting the requested payment; and
• The legality of all disbursements and requested disbursements;
c. The Grantee shall assure adequate control of signature stamps and plates;
d. The Grantee shall assure adequate control of all negotiable instruments; and
e. The Grantee shall implement adequate procedures to insure that its account balance is solvent and shall
reconcile its account monthly.
13. Outsourcing:
The Grantee certifies that it has identified to the Agency all jobs related to this Contract that have been outsourced to other
states within the United States or to other countries, If any. The Grantee further acknowledges that it may not outsouroe to
any other state or territory or to any other country any jobs related to this Contract during the term of this Contract without
obtaining the prior written approval of the Agency.
14. Ethics Law Compliance:
The Grantee acknowledges and agrees that, in its conduct under this Contract and in connection with any and all
expenditures of grant funds made by it, the Grantee, its officers, agents and employees shall be and are subject to the
provisions of the North Carolina State Government Ethics Act, N.C. Sessions Law 2006 -201; 2005 N.C. HB 1843 (the
"Ethics Act "). The Grantee further acknowledges and agrees that, in the event that it grants any of the grant funds
awarded hereunder to one or more sub - grantees or sub - sub - grantees, the Grantee shall, by contract, ensure that the
provisions of the Ethics Act are made applicable to and binding upon any and all of the Grantee's sub- grantees, sub -sub-
grantees, etc.
M5 &NCD Form 0009A Grant Cover Sheet
Eff. 912005
Revised 5106. 7/07, 6109, 7 /10, 7111, 7112, 9113
Page 3 of 15
15. Procurement, Suspension and Debarment:
The Grantee acknowledges and agrees that, in its conduct under this Contract and in connection with any and all
expenditures of grant funds made by it, the Grantee. its officers. agents and employees shall be and are subject to the
provisions of the North Carolina General Statutes and the North Carolina Administrative Code relating to and governing
procurement, public contracts, suspension and debarment. The Grantee further acknowledges and agrees that, in the
event that it grants any of the grant funds awarded hereunder to one or more sub - grantees or sub - sub - grantees, the
Grantee shall, by contract, ensure that the provisions of the North Carolina General Statutes and the North Carolina
Administrative Code relating to and governing procurement, public contracts, suspension and debarment are made
applicable to and binding upon any and all of the Grantee's sub - grantees, sub - sub - grantees, etc.
16. Cost Principles:
The Grantee acknowledges and agrees that, in its conduct under this Contract and in connection with any and all
expenditures of grant funds made by it, it shall comply with the cost principles enunciated in OMB A -87
(httR: / /www_whitehouse.gov /omb /circulars a087 20041). The Grantee further acknowledges and agrees that, in the event
that it grants any of the grant funds awarded hereunder to one or more sub - grantees or sub -sub- grantees, the Grantee
shall, by contract, ensure that said cost principles are made applicable to and binding upon any and all such sub - grantees,
sub - sub - grantees, etc. in their handling, use and expenditure of the funds awarded to the Grantee hereunder.
17. Final Reports and Certifications:
The Grantee shall file all reports and certifications, as described and required byAttachmentA to this Contract, concerning
its receipt, handling and expenditure of all grant funds awarded hereunder, including any interest earned by the Grantee
from such funds, with the Fiscal Management Division of the Agency.
18. Monitoring and Auditing:
The Grantee acknowledges and agrees that, from and after the date of execution of this Contract and for five (5) years
following its termination, the books, records, documents and facilities of the Grantee are subject to being audited,
inspected and monitored at any time by the Agency upon its request (whether in writing or otherwise). The Grantee and
its officers, agents and employees shall make the Grantee's books, records, documents and offices/facilities available to
the Agency and its personnel for inspection, audit and monitoring upon the Agency's request, shall answer any questions
posed to them by the Agency and shall provide the Agency, upon its request, with any documents, records or information
sought by the Agency in its efforts to monitor and audit the Grantee's activities regarding the funds awarded under this
Contract. The Grantee further agrees to keep and maintain all of its books, records and documents relating in any way to
the grant funds awarded hereunder for the time period specified in Attachment C hereto.
19. Grant Agreement With Sub- Grantee(s):
In the event that the Grantee grants to a sub - grantee, a sub - sub - grantee, etc. any of the grant funds awarded to the
Grantee hereunder, the Grantee must retain a signed copy of the contract or letter pursuant to which the grant funds
awarded to the Grantee hereunder are granted to a sub - grantee, a sub- sub - grantee, etc.
20. Repayment of Grant Funds to Agency:
In the event that the Grantee, either directly or indirectly (e.g., through a sub - grantee or sub- sub - grantee) commits any
breach of this Contract which the Grantee fails to fully cure within thirty (30) days of its receipt of written notice from the
Agency of said breach, the Agency may make demand in writing of the Grantee that it repay the Agency so much of the
grant funds awarded under this Contract, up to and including 100% of the amount of the award made under this Contract.
In such an event, the Grantee shall repay said amount to the Agency within thirty (30) days of its receipt of said demand
for repayment, as well as any interest earned by the Grantee on said amount.
In addition, in the event that this Contract should be terminated by the parties or otherwise comes to an end prior to the
time when the Grantee, its sub- grantee(s), any sub-sub-grantee(s), etc. have expended all of the funds awarded underthis
Contract, the Grantee shall, within thirty (30) days of said termination or contract end, return to the Agency all such
unexpended funds as well as any interest earned by the Grantee on such funds. Furthermore, the Grantee shall, by
contract, ensure that, in the event that its sub- grantee(s) enter into any sub -sub -grant agreements involving any of the
funds awarded hereunder, all such sub - grantees, sub - sub - grantees, etc. are required to repay to their grantee(s) all such
unexpended funds, as well as any interest earned by the sub - grantee or sub - sub - grantee on such funds, so that the
Grantee can return those unexpended funds and interest to the Agency within thirty (30) days of the termination or other
end of this Contract. In any event, the Grantee shall be and remain liable to the Agency for the repayment to the Agency
of all grant funds that are unexpended (either by the Grantee or any sub - grantee, sub - sub - grantee, etc.) at the time of the
termination or other end of this Contract, as well as the repayment of any interest earned bythe Grantee, sub - grantee or
sub - sub - grantee on such funds at that time.
MS &NCD Form 0009A Grant Cover Sheet
Eff. 9/2005
Revised 5106, 7107, 8109, 7/10, 7111, 7112.. 9113
Page 4 of 15
21. Termination:
Subject to the provisions of paragraph 20 of this Contract, this Contract .may be terminated in accordance with the
provisions set forth in Attachment C hereto; however, the reporting, monitoring and audit requirements and provisions of
this Contract shall survive any such termination.
22. Authorized Signature Warranty:
The undersigned represent and warrant that they are authorized to bind their principals to the terms of this agreement.
In Witness Whereof, the Grantee and the Agency have executed this Contract in duplicate originals. with one original being
retained by each party.
Notary Public S 9 Date Notarized'
li {
Z
Date
Shannon H. Hobby Chief Fiscal Officer
Printed Name Title
MS&NCD Form 0009A Grant Cover Sheet
Eff. 9/2005
Revised 5/06, 7/07, 8/09, 7110, 7111, 7112, 9113
Page 5 of 15
Attachment A
Notice of Certain Reporting and Audit Requirements
Grantee shall comply with all the rules and reporting requirements established by statute or administrative rules.
For convenience, the requirements of G.S. 159 -34 are set forth in this Attachment.
§ 159 -34. Annual independent audit; rules and regulations.
(a) Each unit of local government and public authority shall have its accounts audited as soon as possible after the close
of each fiscal year by a certified public accountant or by an accountant certified by the Commission as qualified to
audit local government accounts. When specified by the secretary, the audit shall evaluate the performance of a unit
of local government or public authority with regard to compliance with all applicable federal and State agency
regulations. This audit, combined with the audit of financial accounts, shall be deemed to be the single audit described
by the "Federal Single Audit Act of 1984 ". The auditor shall be selected by and shall report directly to the governing
board. The audit contract or agreement shall (1) be in writing, (ii) include the entire entity in the scope of the audit,
except that an audit for purposes other than the annual audit required by this section should include an accurate
description of the scope of the audit, (iii) require that a typewritten or printed report on the audit be prepared as set
forth herein, (iv) include all of its terms and conditions, and (v) be submitted to the secretary for his approval as to
form, terms, conditions, and compliance with the rules of the Commission. As a minimum, the required report shall
include the financial statements prepared in accordance with generally accepted accounting principles, all disclosures
in the public interest required by law, and the auditor's opinion and comments relating to financial statements. The
audit shall be performed in conformity with generally accepted auditing standards. The finance officer shall file a copy
of the audit report with the secretary, and shall submit all bills or claims for audit fees and costs to the secretary for his
approval. Before giving his approval the secretary shall determine that the audit and audit report substantially conform
to the requirements of this section. It shall be unlawful for any unit of local government or public authority to pay or
permit the payment of such bills or claims without this approval. Each officer and employee of the local government or
local public authority having custody of public money or responsibility for keeping records of public financial or fiscal
affairs shall produce all books and records requested by the auditor and shall divulge such information relating to fiscal
affairs as he may request. If any member of a governing board or any other public officer or employee shall conceal,
falsify, or refuse to deliver or divulge any books, records, or information, with an attempt thereby to mislead the auditor
or impede or interfere with the audit, he is guilty of a Class 1 misdemeanor.
(b) The Local Government Commission has authority to issue rules and regulations for the purpose of improving the
quality of auditing and the quality and comparability of reporting pursuant to this section or any similar section of the
General Statutes. The rules and regulations may consider the needs of the public for adequate information and the
performance that the auditor has demonstrated in the past, and may be varied according to the size, purpose or
function of the unit, or any other criteria reasonably related to the purpose or substance of the rules or regulation.
(c) Notwithstanding any other provision of law, except forArticle 5A of Chapter 147 of the General Statutes pertaining to
the State Auditor, all State departments and agencies shall rely upon the single audit accepted by the secretary as the
basis for compliance with applicable federal and State regulations. All State departments and agencies which provide
funds to local governments and public authorities shall provide the Commission with documents that the Commission
finds are in the prescribed format describing standards of compliance and suggested audit procedures sufficient to
give adequate direction to independent auditors retained by local governments and public authorities to conduct a
single audit as required by this section. The secretary shall be responsible for the annual distribution of all such
standards of compliance and suggested audit procedures proposed by State departments and agencies and any
amendments thereto. Further, the Commission with the cooperation of all affected State departments and agencies
shall be responsible for the following:
(1) Procedures for the timely distribution of compliance standards developed by State departments and
agencies, reviewed and approved by the Commission to auditors retained by local governments and
public authorities.
(2) Procedures forthe distribution of single audits for local governments and public authorities such thatthey
are available to all State departments and agencies which provide funds to local units.
(3) The acceptance of single audits on behalf of all State departments and agencies; provided that, the
secretary may subsequently revoke such acceptance for cause, whereupon affected State departments
and agencies shall no longer rely upon such audit as the basis for compliance with applicable federal and
State regulations. (1971, c. 780, s. 1; 1975, c. 514, s. 15; 1979, c. 402, s. 9; 1981, c. 685, ss. 8, 9; 1987,
c. 287; 1993, c. 257, s. 20; c. 539, s. 1081; 1994, Ex. Sess., c. 24, s. 14(c); 2001 -160, s. 1.)
NGO Form 0008 Page 6 of 15
Eff. July 1, 2005
Revised 712007, 812009, 712010, 712011, 912013
NEW HANOVER COUNTY
November 2013
To; State Agency Head and Chief Fiscal Officer
Certification:
We certify that New Hanover County does not have any overdue tax debts, as defined
by N.C.G.S. 105- 243.1, at the federal, State, or local level. We further understand that
any person who makes a false statement in violation of N.C.G.S. 143C- 6 -23(c) is guilty
of a criminal offense punishable as provided by N.C.G.S. 143C -10 -1,
Sworn Statement:
Woody White and Chris Coudriet being duly sworn, say that we are the Board Chair and
County Manager, respectively, of New Hanover County of Wilmington in the State of
North Carolina; and that the foregoing certification is true, accurate and complete to the
best of our knowledge and was made and subscribed by us. We also acknowledge and
understand that any use f State funds will be reported to the appropriate authorities
for further azbon. (11 n
Woody White-,jClq§drman
Chris Coudrie , County Manager
Sworn to and subscribed before me on the _Aday of November, 2013.
My Commission Expires: L.
(Notary Sign j�gffl,p ld Seal)
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230 GOVERNMENT CENTER DRIVE, SUITE 165, WILNIINGTON, NORTH CAROLINA 28403
Telephone (910) 798 -7187 - Fax (910) 798 -7410
Website: www.nhcgoN.com
"Underneath it All"
PRIVATE SECTOR CONTRACT'S
Attachment C
General Terms and Conditions
DEFINITIONS
Unless indicated otherwise from the context, the following
terms shall have the following meanings in this Contract.
All definitions are from 9 NCAC 3M.0102 unless otherwise
noted. If the rule or statute that is the source of the
definition is changed by the adopting authority, the change
shall be incorporated herein:
(1) "Agency" (as used in the context of the definitions
below) shall mean and include every public office,
public officer or official (State or local, elected or
appointed), institution, board, commission, bureau,
council, department, authority or other unit of
government of the State or of any county, unit.
special district or other political subagency of
government. For other purposes in this Contract,
"Agency" shall mean the entity identified as one of
the parties hereto.
(2) "Audit" means an examination of records or
financial accounts to verify their accuracy.
(3) "Certification of Compliance" means a report
provided by the Agency to the Office of the State
Auditor that states that the Grantee has met the
reporting requirements established by this
Subchapter and included a statement of
certification by the Agency and copies of the
submitted grantee reporting package.
(4) "Compliance Supplement" refers to the North
Carolina State Compliance Supplement,
maintained by the State and Local Government
Finance Agency within the North Carolina
Department of State Treasurer that has been
developed in cooperation with agencies to assist
the local auditor in identifying program compliance
requirements and audit procedures for testing
those requirements.
(5) "Contract" means a legal instrument that is used to
reflect a relationship between the agency, grantee,
and subgrantee.
(6) "Fiscal Year" means the annual operating year of
the non -State entity.
(7) "Financial Assistance" means assistance that non -
State entities receive or administer in the form of
grants, loans, loan guarantees, property (including
donated surplus property), cooperative
agreements, interest subsidies, insurance, food
commodities, direct appropriations, and other
assistance. Financial assistance does not include
amounts received as reimbursement for services
rendered to individuals for Medicare and Medicaid
patient services.
(8) "Financial Statement" means a report providing
financial statistics relative to a given part of an
organization's operations or status.
(9) "Grant" means financial assistance provided by an
agency, grantee, or subgrantee to carry out
NGO Form 000961 Grants General Terms and Conditions- Private Entities
Eff. 912005
Revised 712007, 712012
activities whereby the grantor anticipates no
programmatic involvement with the grantee or
subgrantee during the performance of the grant.
(10) "Grantee" has the meaning in G.S. 143C -6-
23(a)(2): a non -State entity that receives a grant of
State funds from a State agency, department, or
institution but does not include any non -State
entity subject to the audit and other reporting
requirements of the Local Government
Commission. For other purposes in this Contract,
"Grantee" shall mean the entity identified as one of
the parties hereto.
(11) "Grantor" means an entity that provides resources,
generally financial, to another entity in order to
achieve a specified goal or objective.
(12) "Non -State Entity" has the meaning in N.C.G.S.
143C- 1- 1(d)(18): Any of the following that is not a
State agency: An individual, a firm, a partnership,
an association, a county, a corporation, or any
other organization acting as a unit. The term
includes a unit of local government and public
authority.
(13) "Public Authority" has the meaning in N.C.G.S.
143C- 1- 1(d)(22): A municipal corporation that is
not a unit of local government or a local
governmental authority, board, commission,
council, or agency that (i) is not a municipal
corporation and (ii) operates on an area, regional,
or multiunit basis, and the budgeting and
accounting systems of which are not fully a part of
the budgeting and accounting systems of a unit of
local government.
(14) "Single Audit" means an audit that includes an
examination of an organization's financial
statements, internal controls, and compliancewith
the requirements of Federal or State awards.
(15) "Special Appropriation" means a legislative act
authorizing the expenditure of a designated
amount of public funds for a specific purpose.
(16) "State Funds" means any funds appropriated by
the North Carolina General Assembly or collected
by the State of North Carolina. State funds
include federal financial assistance received by
the State and transferred or disbursed to non -
State entities. Both Federal and State funds
maintain their identity as they are subgranted to
other organizations. Pursuant to N.C.G.S.143C -6-
23(a)(1), the terms "State grant funds" and "State
grants" do not include any payment made by the
Medicaid program, the Teachers' and State
Employees' Comprehensive Major Medical Plan,
or other similar medical programs.
(17) "Subgrantee" has the meaning in G.S. 143C -6-
23(a)(3): a non -State entity that receives a grant
of State funds from a grantee or from another
Page 8 of 15
subgrantee but does not include any non -State
entity subject to the audit and other reporting
requirements of the Local Government
Commission.
(18) "Unit of Local Government has the meaning in
G.S. 143C- 1- 1(d)(29): A municipal corporation
that has the power to levy taxes, including a
consolidated city - county as defined by G.S.160B-
2(1), and all boards. agencies, commissions,
authorities, and institutions thereof that are not
municipal corporations.
Relationships of the Parties
Independent Contractor: The Grantee is and shall be
deemed to be an independent contractor in the
performance of this Contract and as such shall be wholly
responsible for the work to be performed and for the
supervision of its employees. The Grantee represents that
it has, or shall secure at its own expense, all personnel
required in performing the services under this agreement.
Such employees shall not be employees of, or have any
individual contractual relationship with, the Agency.
Subcontracting and Subgranting: Any subcontracts or
subgrants entered into by the Grantee with grant funds
shall be subject to all conditions of this Contract. 'Payment
of all subcontractors and subgrantees shall be the sole
responsibility of the Grantee, and the Agency shall not be
obligated to pay for any work performed by any
subcontractor or subgrantee. The Grantee shall be
responsible for the performance of all subcontractors and
subgrantees and shall not be relieved of any of the duties
and responsibilities of this Contract as a result of entering
into subcontracts or subgrants. Additionally, if said
Grantee subgrants any grant funds pursuant to this
Contract, the Grantee shall submit a copy of its policies
and/or procedures for monitoring subgrantees to the
Agency.
Subgrantees: The Grantee has the responsibility to
ensure that all subgrantees, if any, provide all information
necessary to permit the Grantee to comply with the
standards set forth in this Contract.
Assignment: No assignment of the Grantee's obligations
or the Grantee's right to receive payment hereunder shall
be permitted. However, upon written request approved by
the issuing purchasing authority, the State may:
(a) Forward the Grantee's payment check(s) directly
to any person or entity designated bythe Grantee,
or
(b) Include any person or entity designated by
Grantee as a joint payee on the Grantee's
payment check(s).
In no event shall such approval and action obligate the
State to anyone other than the Grantee and the Grantee
shall remain responsible for fulfillment of all contract
obligations.
INGO Form 0009B1 Grants General Terms and Conditions - Private Entities
Eff. 912005
Revised 7 =2007, 712012
Beneficiaries: Except as herein specifically provided
otherwise, this Contract shall inure to the benefit of and be
binding upon the parties hereto and their respective
successors. It is expressly understood and agreed thatthe
enforcement of the terms and conditions of this Contract,
and all rights of action relating to such enforcement, shall
be strictly reserved to the Agency and the named Grantee.
Nothing contained in this document shall give or allow any
claim or right of action whatsoever by any other third
person. It is the express intention of the Agency and
Grantee that any such person or entity, other than the
Agency or the Grantee, receiving services or benefits
under this Contract shall be deemed an incidental
beneficiary only.
Indemnity and Insurance
Indemnification: The Grantee agrees to indemnify and
hold harmless the Agency, the State of North Carolina, and
any of their officers, agents and employees, from any
claims of third parties arising out of any act or omission of
the Grantee in connection with the performance of this
Contract.
Insurance: During the term of the contract, the Grantee at
its sole cost and expense shall provide commercial
insurance of such type and with such terms and limits as
may be reasonably associated with the contract. As a
minimum, the Grantee shall provide and maintain the
following coverage and limits:
(a) Worker's Compensation - The grantee shall
provide and maintain Worker's Compensation
Insurance as required by the laws. of North
Carolina, as well as employer's liability coverage
with minimum limits of $500,000.00, covering all of
Grantee's employees who are engaged in any
work under the contract. If any work is sublet, the
Grantee shall require the subgrantee to provide
the same coverage for any of his employees
engaged in any work under the contract.
(b) Commercial General Liability - General Liability
Coverage on a Comprehensive Broad Form on an
occurrence basis in the minimum amount of
$1,000,000.00 Combined Single Limit. (Defense
cost shall be in excess of the limit of liability.)
(c) Automobile - Automobile Liability Insurance, to
include liability coverage, covering all owned,
hired and non -owned vehicles used in
performance of the contract. The minimum
combined single limit shall be $500,000.00 bodily
injury and property damage; $500,000.00
uninsured /under insured motorist; and $25,000.00
medical payment.
Providing and maintaining adequate insurance coverage is
a material obligation of the Grantee and is of the essence
of this Contract. The Grantee may meet its requirements
of maintaining specified coverage and limits by
demonstrating to the Agency that there is in force
insurance with equivalent coverage and limits that will offer
Page 9 of 15
at least the same protection to the Agency. All such
insurance shall meet all laws of the State of North
Carolina. Such insurance coverage shall be obtained from
companies that are authorized to provide such coverage
and that are authorized by the Commissioner of Insurance
to do business in North Carolina. The Grantee shall at all
times comply with the -terms of such insurance policies,
and all requirements of the insurer under any such
insurance policies, except as they may conflict with
existing North Carolina laws or this Contract. The limits of
coverage under each insurance policy maintained by the
Grantee shall not be interpreted as limiting the grantee's
liability and obligations under the contract.
Default and Termination
Termination by Mutual Consent: The Parties may
terminate this Contract by mutual consent with 60 days
notice to the other party, or as otherwise provided by law.
Termination for Cause: If, through any cause, the
Grantee shall fail to fulfill its obligations under this Contract
in a timely and proper manner, the Agency shall have the
right to terminate this Contract by giving written notice to
the Grantee and specifying the effective date thereof. In
that event, all finished or unfinished deliverable items
prepared by the Grantee under this Contract shall, at the
option of the Agency, become its property and the Grantee
shall be entitled to receive just and equitable compensation
for any satisfactory work completed on such materials,
minus any payment or compensation previously made.
Notwithstanding the foregoing provision, the Grantee shall
not be relieved of liability to the Agency for damages
sustained by the Agency by virtue of the Grantee's breach
of this agreement, and the Agency may withhold any
payment due the Grantee for the purpose of setoff until
such time as the exact amount of damages due the
Agency from such breach can be determined. The filing of
a petition for bankruptcy by the Grantee shall be an act of
default under this Contract.
Waiver of Default: Waiver by the Agency of any default
or breach in compliance with the terms of this Contract by
the Grantee shall not be deemed a waiver of any
subsequent default or breach and shall not be construed to
be modification of the terms of this Contract unless stated
to be such in writing, signed by an authorized
representative of the Agency and the Grantee and
attached to the contract.
Availability of Funds: The parties to this Contract agree
and understand that the payment of the sums specified in
this Contract is dependent and contingent upon and
subject to the appropriation, allocation, and availability of
funds for this purpose to the Agency.
Force Majeure: Neither party shall be deemed to be in
default of its obligations hereunder if and so long as it is
prevented from performing such obligations by any act of
war, hostile foreign action, nuclear explosion, riot, strikes.
NGO Form 0009131 Grants General Terms and Conditions- Private Entities
Eff. 912005
Revised 712007, 712012
civil insurrection, earthquake, hurricane, tornado, or other
catastrophic natural event or act of God.
Survival of Promises: All promises, requirements, terms,
conditions, provisions, representations, guarantees, and
warranties contained herein shall survive the contract
expiration or termination date unless specifically provided
otherwise herein, or unless superseded by applicable
federal or State statutes of limitation.
Intellectual Property Rights
Copyrights and Ownership of Deliverables: Any
deliverable items produced for use by the Agency pursuant
to this Contract are the exclusive property of the Agency.
The Grantee shall not assert a claim of copyright or other
property interest in such deliverables.
Federal Intellectual Property Bankruptcy Protection
Act: The Parties agree that the Agency shall be entitled to
all rights and benefits of the Federal Intellectual Property
Bankruptcy Protection Act. Public Law 100 -506, codified at
11 U.S.C. 365 (n) and any amendments thereto.
Compliance with Applicable Laws
Compliance with Laws: The Grantee shall comply with
all laws, ordinances, codes, rules, regulations, and
licensing requirements that are applicable tothe conduct of
its business, including those of federal, state, and local
agencies having jurisdiction and/or authority.
Equal Employment Opportunity: The Grantee shall
comply with all federal and State laws relating to equal
employment opportunity.
Confidentiality
Confidentiality: To the extent that any information or
documents provided to the Agency by or on behalf of the
Grantee, or to the Grantee by or on behalf of the Agency,
would be regarded as confidential or not subject to
disclosure underfederal law orthe North Carolina General
Statutes (to include, without limitation, N.C. Gen. Stat. §§
132 -1 et seq., commonly referred to as the "Public Records
Act "), the party providing the information or documents
shall clearly identify and mark it or them as such and that
information or those documents will, to the extent allowed
by law, be treated as confidential and not subject to
disclosure by party receiving it. To the extent the Agency
provides information to the Grantee concerning confidential
and unannounced business location or expansion projects,
the Grantee agrees to keep such information confidential
until such time as the Agency releases that information to
the public. The Grantee has read and understands North
Carolina's laws regarding the treatment of public records
and confidential information. Anything that qualifies as a
trade secret under North Carolina law must be designated
as "confidential" or "trade secret" at the time of initial
Page 10 of 15
disclosure to the Agency, or it is considered a public record
under State law.
Oversight
Access to Persons and Records: The State Auditor
shall have access to persons and records as a result of all
contracts or grants entered into by State agencies or
political subdivisions in accordance with N.C.G.S. 147-
64.7. Additionally, as the State funding authority, the
Agency shall have access to persons and records as a
result of all contracts or grants entered into by State
agencies or political subdivisions.
Record Retention: The Grantee will comply with State
basic records retention policy standards. State basic
records retention policy requires all grant records to be
retained for a minimum of five years or until all audit
exceptions have been resolved, whichever is longer. If the
contract is subject to federal policy and regulations, record
retention may be longer than five years since records must
be retained for a period of three years following submission
of the final Federal Financial Status Report, if applicable,
or three years following the submission of a revised final
Federal Financial Status Report. Also, if any litigation,
claim, negotiation, audit, disallowance action, or other
action involving this Contract has been started before
expiration of the five -year retention period described
above, the records must be retained until completion of the
action and resolution of all issues which arise from it, or
until the end of the regular five -year period described
above, whichever is later.
Miscellaneous
Choice of Law: The validity of this Contract and any of its
terms or provisions, as well as the rights and duties of the
parties to this Contract, are governed by the laws of North
Carolina. The Grantee, by signing this Contract, agrees
and submits, solely for matters concerning this Contract, to
the exclusive jurisdiction of the courts of North Carolina
and agrees, solely for such purpose, that the exclusive
venue for any legal proceedings shall be Wake County,
North Carolina. The place of this Contract and all
transactions and agreements relating to it, and their 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
shall be determined.
Amendment: This Contract may not be amended orally or
by performance. Any amendment must be made in written
form and executed by duly authorized representatives of
the Agency and the Grantee.
NGO Form 0009B1 Grants General Terms and Conditions - Private Entities
Eff. 912005
Revised 7/2007, 712012
Severability: In the event that a court of competent
jurisdiction holds that a provision or requirement of this
Contract violates any applicable law, each such provision
or requirement shall continue to be enforced to the extent it
is not in violation of law or is not otherwise unenforceable
and all other provisions and requirements of this Contract
shall remain in full force and effect.
Headings: The Section and Paragraph headings in these
General Terms and Conditions are not material parts of the
agreement and should not be used to construe the
meaning thereof.
Time of the Essence: Time is of the essence in the
performance of this Contract.
Certification Regarding Collection of Taxes: N.C.G.S.
143 -59.1 bars the Secretary of Administration from
entering into contracts with vendors that meet one of the
conditions of N.C.G.S. 105- 164.8(b) and yet refuse to
collect use taxes on sales of tangible personal property to
purchasers in North Carolina. The conditions include: (a)
maintenance of a retail establishment or office; (b)
presence of representatives in the State that solicit sales or
transact business on behalf of the vendor; and (c)
systematic exploitation of the market by media - assisted,
media - facilitated, or media - solicited means. The Grantee
certifies that it and all of its affiliates (if any) collect all
required taxes.
Care of Property: The Grantee agrees that it shall be
responsible for the proper custody and care of any
property furnished to it for use in connection with the
performance of this Contract and will reimburse the
Agency for loss of, or damage to, such property. At the
termination of this Contract, the Grantee shall contact the
Agency for instructions as to the disposition of such
property and shall comply with these instructions.
Travel Expenses: Reimbursement to the Grantee for
travel mileage, meals, lodging and other travel expenses
incurred in the performance of this Contract shall be
reasonable and supported by documentation. State rates
should be used as guidelines.
Sales /Use Tax Refunds: If eligible, the Grantee and all
subgrantees shall: (a) ask the North Carolina Department
of Revenue for a refund of all sales and use taxes paid by
them in the performance of this Contract, pursuant to
N.C.G.S. 105- 164.14: and (b) exclude all refundable sales
and use taxes from all reportable expenditures before the
expenses are entered in their reimbursement reports.
Advertising: The Grantee shall not use the award of this
Contract as a part of any news release or commercial
advertising.
Page 11 of 15
Before it will be possible to finalize this award and make any disbursement, you are required to provide to the Department
of Commerce Fiscal Management Division a detailed description and timeline for how the organization will spend the
amount of funding allocated for the specific purpose as stated in the grant contract as follows:
Below are general expenditure descriptions that can serve as a guide for preparing the organization's annual budget.
Please add or delete expenditure captions for clarity if needed. The Annual Budget must be signed by the Board
Chairman and the Board Treasurer or Other Authorizing Official.
The Fallowing Annual Budget is for the time period beginning 7/1/2013 and ending 6/30/2014
EXPENDITURE DESCRIPTION
PERSONAL SERVICES
Salaries & Fringe Benefits
PURCHASED SERVICES
Changing exhibit fabrication
SUPPLIES & MATERIALS
General Administrative Supplies
Dues & Subscriptions
TOTAL BUDGETED EXPENDITURES
AMOUNT
$75,000
$ 3,236
$ 5,900
$ 1,112
$ 85,248
With regard to the information contained herein, I certify that the annual budget has been approved by the Grantee's
governing board and that any future budget adjustments will be approved by the Board and provided in writing to
the Fiscal Management Division of the North Carolina Department of Commerce.
Board Choir (name)
Signature
Board Treasurer and/or
Authorizing Official (name) Lisa Wurtzbacher, Finance Director
Signature owoc o. Date ��
Cape Fear Museum of History and Science
Annual Budget F'Y14 -- Detailed Description
Goals and Ob'ectives:
Funds from the North Carolina Grassroots Science Museum's Collaborative will be supporting science
education in curriculum -based school field trips and outreach; public programs; and exhibits. To that end, funds
are allocated in support of these activities.
Salaries and Waaes:
• The bulk of the grant will pay most of the cost of salaries and benefits for one full -time and one 60% -time
museum educators who develop programs, train volunteers, manage schedules, provide quality control, and
lead instruction.
Purchased Services:
Supplies and Materials:
• Funds support the tools and equipment that make science education hands -on and relevant as well as the
disposable supplies used in programs.
In every instance, funds expended on these purposes and the broader mission of the Museum are significantly
greater than the dollars provided by the FY14 North Carolina Grassroots Science grant.
Attachment E
Session Law 2013 -380, Senate Bill 402 Section 15.12
LEADIDEVELOP STANDARDIZED PERFORMANCE METRIC FOR NONPROFITS
SECTION 15.12. The Department of Commerce. Labor and Economic Analysis Division (LEAD), shall develop a standardized
performance metric to evaluate whether a nonprofit allocated State funds by the Department in the 2013 -2015 biennium has
achieved its own goals or performance standards. The metric shall include standards for determining whether jobs were
actually created, grants were awarded, or loans were made. The information obtained as a result of the metric shall be used by
the General Assembly in determining whether to fund the nonprofits in future fiscal years. In order to be eligible to receive
State funds, each nonprofit surveyed shall provide to LEAD any information requested to help develop the metric provided for
in this section.
Page 13 of 15
Attachment F
Session Law 2013 -360, Senate Bill 402 Section 15.25A.(a)- 15.25A.(f)
GRASSROOTS SCIENCE PROGRAM
SECTION 15.25A.(a) Of the funds appropriated in this act to the Department of Commerce for State -Aid, the sum of two
million three hundred forty -seven thousand seven hundred eighty -two dollars ($2,347,782) forthe 20113 -2014 fiscal yearand'
the sum of two million three hundred forty -seven thousand seven hundred eighty-two dollars ($2,347,782) for the 2014 -2015
fiscal year are allocated as grants -in -aid for each fiscal year as follows:
2013 -2014 2014 -2015
Aurora Fossil Museum
$61.821
$61,821
Cape Fear Museum
$85,248
$85,248
Carolina Raptor Center
$74,916
$74,916
Catawba Science Center
$93,041
$93,041
Colburn Earth Science Museum, Inc.
$62,547
$62,547
Core Sound Waterfowl Museum
$67,395
$67,395
Discovery Place
$261.617
$261.617
Eastern NC Regional Science Center
$59.587
$59.587
Fascinate -U
$65.616
$65.616
Granville County Museum Commission, Inc.-
$60,651
$60,651
Harris Gallery
Greensboro Children's Museum
$83,375
$83,375
The Health Adventure Museum of Pack Place
$73,352
$73.352
Education, Arts and Science Center, Inc.
Highlands Nature Center
$62.816
$62,816
Imagination Station
$67,588
$67,588
The Iredell Museums, Inc.
$61,013
$61,013
Kidsenses
$65,233
$65,233
Museum of Coastal Carolina
$65,454
$65,454
The Natural Science Center of Greensboro,
$116,532
$116,532
Inc.
North Carolina Estuarium
$58,000
$58,000
North Carolina Museum of Life and Science
$203,545
5203,545
Pisgah Astronomical Research Institute
$74,925
$74,925
Port Discover: Northeastern North Carolina's
$60,610
$60,610
Center for Hands -On Science, Inc.
Rocky Mount Children's Museum
$66,463
$66,463
Schiele Museum of Natural History and
$100,990
$100,990
Planetarium, Inc.
Sci Works Science Center and Environmental
$83,725
$83,725
Park of Forsyth County
Sylvan Heights Waterfowl Park and Eco-
$69,864
$69,864
Center
Western North Carolina Nature Center $74,973 $74,973
Wilmington Children's Museum $66,684 $66,684
Total $2,347,782 $2,347,782
SECTION 15.25A.(b) No later than March 1, 2014, the Department of Commerce shall report to the Fiscal Research
Division all of the following information for each museum that receives funds under this section:
(1) The actual operating budget for the 2012 -2013 fiscal year.
(2) The proposed operating budget for the 2013 -2014 fiscal year.
(3) The total attendance at the museum during the 2013 calendar year.
SECTION 15.25A.(c) No later than March 1, 2015, the Department of Commerce shall report to the Fiscal Research
Division all of the following information for each museum that receives funds under this section:
(1) The actual operating budget for the 2013 -2014 fiscal year.
(2) The proposed operating budget for the 2014 -2015 fiscal year.
(3) The total attendance at the museum during the 2014 calendar year.
Page 14 of 15
Attachment F
Session Law 2013 -360, Senate Bill 402 Section 15.25A.(a)- 15.25A.(f) (Concluded)
SECTION 15.25A.(d) As a condition for qualifying to receive funding under this section, all of the following documentation
shall, no later than November 1 of each year of the 2013 -2015 fiscal biennium, be submitted for each museum under this
section to the Department of Commerce for the fiscal year that most recently ended, and only those costs that are properly
documented under this subsection are allowed by the (Department in calculating the distribution of funds under this section:
(1) Each museum under this section shall submit its IRS (Internal Revenue Service) Form 990 to show its annual
operating expenses, its annual report, and a reconciliation that explains any differences between expenses as shown
on the IRS Form 990 and the annual report.
(2) Each friends association of a museum under this section shall submit its IRS Form 990 to show its reported expenses
for the museum, its annual report, and a reconciliation that explains any differences between expenses as shown on
the IRS Form 990 and the annual report, unless the association does not have both an IRS Form 990 and an annual
report available; in which case, it shall submit either an IRS Form 990 or an annual report.
(3) The chief financial officer of each county or municipal government that provides funds for the benefit of the museum
shall submit a detailed signed statement of documented costs spent for the benefit of the museum that includes
documentation of the name, address, title, and telephone number of the person making the assertion thatthe museum
receives funds from the county or municipality for the benefit of the museum.
(4) The chief financial officer of each county or municipal government or each friends association that provides indirect or
allocable costs that are not directly charged to a museum under this section but that benefit the museum shall submit
in the form of a detailed statement enumerating each cost by type and amount that is verified by the financial officer
responsible for the completion of the documentation and that includes the name, address, title, and telephone number
of the person making the assertion that the county, municipality, or association provides indirect or allocable costs to
the museum.
SECTION 15.25A.(e) As used in subsection (d) of this section, "friends association" means a nonprofit corporation
established for the purpose of supporting and assisting a museum that receives funding under this section.
SECTION 15.25A.(f) Each museum listed in subsection (a) of this section shall do the following:
(1) By September 1 of each year, and more frequently as requested, report to the Joint Legislative Commission on
Governmental Operations and the Fiscal Research Division on prior State fiscal year program activities, objectives,
and accomplishments and prior State fiscal year itemized expenditures and fund sources.
(2) Provide to the Fiscal Research Division a copy of the organization's annual audited financial statement within 30 days
of issuance of the statement.
Page 15 of 15
New Hanover County
Commissioners
Woody White, Chair
Beth Dawson, V. Chair
Jonathan Barfield, Jr.
Brian Berger
Thomas Wolfe
County Manager
Chris Coudriet
Asst. County Manager
Tim Burgess
Avril Pinder
Museum Management Staff
Ruth Haas, Director
Cindy Anzalotti, Donor Relations
Barbara Rowe, Curator
Adrienne Garwood, Exhibits
Amy Thornton, Education
Museum Advisory Board
Allen Trask III, Chair
Sandra Sheridan, Vice Chair
Unda Chapman, Secretary
Stuart Borrett
Gwendolyn Brown
Nancy Ballard Cox
Jack Mills
Dan Owen
Nancy Pritchett
Tucker Stevens
Bill Terrell
Beth Dawson
Commissioner
Cape Fear Museum Associates,
Inc.
Michael Ryan, President
Lynore Young, V.Pmsident
Ben Woodruff, Treasurer
John Haley, Secretary
Samantha Dooies
Karel Dutton
Antonio Fernandez
Sean Fretke
Ashley Garner
Mike Hudson
Virginia Ross
Chris Thomas
Allen Trask III,
Museum Advisory Board
Cape Fear Museum Governance
Cape Fear Museum collects, preserves and presents the history, science,
and cultures of the Lower Cape Fear Region through educational programs and
exhibits. The mission is fulfilled through the collaboration of multiple governing
boards. The 5- member, elected New Hanover County Board of Commissioners is
the ultimate governing authority. The County owns, operates and maintains the
property as well as appropriates operating funds. Through the County Manager
and according to adopted personnel policies, the County employs staff to operate
the museum. The Commissioners appoint the Museum Advisory Board and
approve the contractual relationship between the county and Cape Fear Museum
Associates, Inc.
The 12- member Museum Advisory Board represents the interests of the
County and elected County officials. They oversee operations and practices of
the Museum to ensure that the peoples' interests are well- served. The Advisors
recommend operating and capital needs to County Commissioners. The Advisors
are informed of the work of Museum staff and Cape Fear Museum Associates,
Inc. Advisory Board members support those activities that further the mission of
the Museum through participation in Museum programs, membership, and
advocacy with citizens and elected officials at all levels of government
Cape Fear Museum Associates, Inc. (CFMA, Inc.) is chartered as a
501 (c)3 non - profit organization and exists to ensure the success of Cape Fear
Museum through fundraising, programs, membership, and community awareness.
The CFMA, Inc. Board of Directors has fiduciary and legal responsibilities
toward management of the Associates and are accountable to donors, ensuring
that money raised does support the promised purposes. Up to 24 individuals may
serve on the Board of Directors. Members of the CFMA, Inc. Board of Directors
are expected to actively contribute time, talent, and dollars toward accomplishing
annual funding and program goals.
The Museum director and staff bring professional qualifications to direct
and manage Cape Fear Museum in the best interests of the Museum, citizens, and
donors. The director is the executive officer responsible for managing staff and
administering the approved budget with the advice and counsel of boards. The
key role of the director's position requires attendance at all board meetings,
coordination of planning, and effective communication to keep all stakeholders
informed and supportive of the mission.
9/18/2013
Cape Fear Museum of History & Science Code of Ethics
Approved by New Hanover County Board of Commissioners, 8.16.99, _
and 1.27.00; amended 3.12.07, 312109.
STATEMENT OF PURPOSE: Cape Fear Museum of History & Science collects, preserves, and
interprets objects relating to the history, science, and cultures of the Lower Cape Fear region.
The Museum makes the objects and their interpreted meaning available to the public through
educational exhibitions and programs.
Adopted by Board of Trustees 4.6.95 & New Hanover County Board of Commissioners 5.15.95
THE MUSEUM IS DEDICATED TO RESPONSIBLE GOVERNANCE that guides the
museum's progress, fulfills its mission, protects and invigorates the institution, ensures
responsibility to the community, and enhances its character, integrity, and welfare. Governance
is achieved by the collaboration of three boards in cooperation with museum and county staff.
• NEW HANOVER COUNTY BOARD OF COMMISSIONERS ( NHCBC) is the ultimate
governing authority. The County owns, operates, and maintains all museum property, and
appropriates museum budget.
• MUSEUM ADVISORY BOARD (MAB), appointed by the County Commissioners,
represents New Hanover County residents and their elected county officials. It oversees the
policies and operations of the Museum to ensure that the people's interests are well- served.
MAB recommends operating and capital needs to County Commissioners.
CAPE FEAR MUSEUM ASSOCIATES, INC. (CFMA), a chartered 501(c)3 non - profit
organization, exists to ensure the success of Cape Fear Museum through fundraising,
programs, membership, and community awareness.
o A renewable contract between CFMA and NHCBC defines the relationship between the
Associates and the Museum.
o The CFMA Board of Directors has fiduciary and legal responsibility for the management
of the Association and answers to donors, ensuring that all monies raised are spent as
promised.
o CFMA is a member of the Association for Fundraising Professionals (AFP); abides by
the AFP Code of Ethical Principles and Standards; and has adopted the Donor Bill of
Rights.
EACH BOARD operates according to its own rules, regulations, and bylaws. All actions
governing the Museum shall be accomplished by the appropriate board as a whole and not
by any individual board member, except as authorized by the applicable board. Board
members shall respect the governing documents, policies, and practices thus established.
(Reference: MAB Bylaws; CFMA Bylaws; County authorizing contract.)
• STAFF implement the Museum's mission, following approved policies and procedures.
o Staff report to the Museum Director, who reports to the New Hanover County Manager.
Cape Fear Museum Code of Ethics
or disbursement of funds, outside employment or consulting, participation in other volunteer
activities, and use of museum/county resources.
PERSONAL GAIN/DISCRETION: Neither one's association with the museum nor the
museum's name, reputation, or property should be employed knowingly for personal use or
advantage. Privileged information received during museum service must be regarded with
discretion and confidence. Gifts and favors valued greater than $5 cannot be accepted by
individuals. All monetary gifts shall be deposited as donations to CFMA.
IF A POTENTIAL CONFLICT OF INTEREST ARISES, the board member, staff member, or
volunteer must disclose the potential conflict to the appropriate governance authority. Further,
the board member, staff member, or volunteer shall neither vote on nor participate in the
solicitation, negotiation, formation, award, arbitration, modification, or settlement of any
contract or grant involving any funds or dispute arising under such contract or grant when the
board member, staff member, or volunteer stands to benefit, either directly or indirectly, from
such contract or grant.
A board member, staff member, or volunteer is not deemed to benefit directly or indirectly from
a contract or grant if he /she receives only the salary /stipend due to him or her in the normal
course of employment with or service to Cape Fear Museum.
All board members, staff members, and volunteers shall be informed of this policy and shall
indicate their agreement with the Code of Ethics by his/her signature.
I have read Cape Fear Museum's Ethics Policy and hereby affirm that I understand and will
abide by its content.
Printed Name Si2nature Date
Cape Fear Museum Code of Ethics
CAPE FEAR MUSEUM ADVISORY BOARD BYLAWS
ARTICLE I: OFFICES
The principal office of the Cape Fear Museum Advisory Board shall be located at 814 Market Street,
Wilmington, North Carolina 28441.
ARTICLE II: MUSEUM ADVISORY BOARD
A. Number and Term. The number of advisors constituting the Museum Advisory Board, herein referred to
as the board, shall be twelve (12) as designated by The New Hanover County Board of Commissioners. The
chief executive officer of the Cape Fear Museum Associates shall serve as an ex officio, nonvoting member
of the board. Each advisor shall hold office for three (3) fiscal years or until his or her death, resignation,
retirement, removal, disqualification, or his or her successor shall have been appointed and shall be eligible
to serve two full consecutive terms. In the event an advisor shall be appointed to serve out the remainder of
an unexpired term on the board due to a prior advisor's death, resignation, retirement, removal or
disqualification, such unexpired term shall not be counted as one of the two consecutive terms allowed to be
served by this section of Article H.
B. Qualification: Any County resident 18 years of age or older who has a sincere interest and commitment to
the preservation of the history of the Lower Cape Fear region. Members shall be required to sign a non -
competition agreement before appointment.
C. Removal and Other Vacancies of Advisor. In the event of death, resignation or removal of an advisor, his
successor shall be elected by the New Hanover County Board of Commissioners and he or shall serve the
unexpired term of his or her predecessor.
Excused absences are defined as absences caused by events beyond one's control and are subject to
approval by the board on which the appointee is serving.
Advisors are required to report to the board secretary, prior to any board meeting, any absence and the
reason for the absence. The secretary will convey the advisor's reasons verbatim to the board. It will be the
purview of the board members to grant excused absences. Should an advisor fail to communicate with the
board secretary about his/her absence, he/she automatically will be listed as unexcused.
During a fiscal year, whenever an advisor incurs three (3) unexcused absences from the regular meetings of
the board, the Advisor's failure to attend shall be reported by the secretary to the chairman. The chairman
of the board shall report the infraction to the County Clerk who may deem it to constitute resignation on the
part of the advisor. Upon such resignation and acceptance, the Board of Commissioners shall select a
replacement.
D. Compensation. No compensation shall be paid to a advisor for his or her services; however, any advisor
may be reimbursed for his or her actual expenses incurred in the performance of his or her duties as long as
such expense receives the prior approval of the New Hanover County Board of Commissioners or its
designated agencies and is within the approved budget for Cape Fear Museum.
E. Resignations. Any advisor may resign at any time by giving written notice to the County Clerk.
ARTICLE III: APPOINTMENT
The New Hanover County Board of Commissioners shall appoint the advisors.
I' Cape Fear Museum Adrisory Board Bylaws 10/4/2013
perform all duties incident to the office of chairman and such other duties as may be prescribed
by the board from time to time.
2. Vice - Chairman. At the request of the chairman or in his or her absence, or in the event of his
or her death, disability, inability or refusal to act, the vice- chairman shall perform the duties of
the chairman and when so acting shall have all powers of and be subject to all the restrictions
upon the chairman. The vice - chairman shall perform such duties as from time to time may be
assigned to him/her by the chairman or by the board.
3. Secretary. The secretary shall:
a. Keep the minutes of the meetings of the board.
b. See that all notices are duly given in accordance with the provisions of these bylaws;
c. Keep a register of the mailing address of each member of the board which shall be
furnished to the secretary by such members; and
d. In general perform all duties incident to the office of secretary and such other duties
as from time to time may be assigned to him/her by the chairman or by the board.
e. Notify the County Clerk of any vacancies on the Board.
G. Compensation. No compensation shall be paid to any officer for his/her services. However, any officer
may be reimbursed for his or her actual expenses incurred in the performance of his or her duties as long as
such expense receives the prior approval of the New Hanover County Board of Commissioners or its
designated agencies and is within the approved budget for Cape Fear Museum.
H. Duties of Officers May be Delegated. In case of the absence of any officer of the board or for any other
reason that the board may deem sufficient, the board may delegate the power or duties of any officer to any
other officer or a trustee for the time being, provided a majority of the entire board concurs therein.
I. Resignations. Any officer may resign at any time by giving written notice to the chairman or the secretary
of the board. Such resignation shall take effect at the time such resignation is accepted by the board.
ARTICLE VII: COMMITTEES
A. Committee Structure: In July, the board will determine its organizational strategy and priorities.
Committees will be established based on the needs of the coming year. Committees are formed with the
understanding that the group will disband once the objective is met or when the board reviews and
establishes committees at the next annual review of committees. The two standing committees will be:
1. Strategic Planning Committee — The committee shall consist of the executive officers of the
Advisory Board plus a Chair, who is not an officer, and other board members as appointed by the
Board Chairperson. The duties of the Strategic Planning Committee shall be to:
a. Review and revise long -range plans;
b. Provide leadership to identify and prioritize annual goals & objectives for the Museum;
C. Ensure procedures are in place for the Advisory Board to review policies and
procedures regarding public programming, facilities, finance, public relations, and
governance; and
d. Recommend, coordinate, and provide guidance to any and all committees established to
accomplish the goals and objectives.
2. Collections Committee — The duties of the Collections Committee shall be to:
a. To approve the policies and procedures regarding acquisition, management,
deaccession, and disposition of the Museum's collection.
b. To consider requests for outgoing loans to other organizations; and
C. To encourage donations and loans of objects to the museum;
3 Cape Fear Museum Advisory Board Bylaws 10/4/2013
Adopted November 13, 1991
Amended March 15, 1993
Amended March 5, 1996
Amended May 19, 2004
Amended June 20, 2005
Amended June 19, 2006
Amended September 26, 2007
Amended January 23, 2008
Cape Fear Museum Associates, Inc.
Bvlaws
ARTICLE I - NAME
The name of this corporation shall be Cape Fear Museum Associates, Inc.
The principal office of the corporation in the State of North Carolina shall be located in the City of
Wilmington, New Hanover County, North Carolina.
The corporation shall have and continuously maintain in the State of North Carolina a registered office
and a registered agent whose office is with such registered office as required by G.S. 55A -11 of the
Non - Profit Corporation Act of North Carolina.
ARTICLE III - PURPOSES
The purposes of the corporation are: to solicit and receive contributions and donations of money for Cape
Fear Museum from any and all sources; to purchase and receive museum pieces and artifacts; to purchase
and maintain offices, buildings, and rooms for the storage and display of museum pieces and artifacts; to
make such expenditures and to take such action as may be for the benefit of the museum; and to do any other
lawful thing to accomplish the above purposes of the corporation.
ARTICLE IV - BOARD OF DIRECTORS
Section 1. General Powers. The business, property, and affairs of the corporation shall be managed by a
Board of Directors composed of no fewer than twelve (12) persons. Each director shall hold office for the
terms for which elected and until a successor is elected. The Director and Assistant Director of the Cape
Fear Museum Advisory Board or a designated representative shall be an ex- officio member with voting
rights.
Section 2. Composition and Classification of Directors.
A. Number of Directors. The Board of Directors shall consist of no fewer than twelve (12) and no
more than twenty -four (24) members.
B. Increase in Number of Directors. If the Board of Directors consists of fewer than twenty -four
(24) persons, the Board of Directors shall have the right to increase its number by the election of additional
directors up to the maximum number of twenty -four. Such additional directors shall be elected from
nominations presented to the members at the annual meeting by the Nominating Committee.
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ARTICLE V. OFFICERS
Section 1. Officers. The officers of the corporation shall be a President, a Vice - President, a Secretary, a
Treasurer, the Past - President, and such other officers as may be elected in accordance with the provisions of
this Article. Any two or more offices may be held by the same person, except the offices of president and
secretary.
Section 2. Election and Term of Office. The officers of the corporation shall be elected annually by the
Board of Directors at the last regular meeting of the fiscal year. New officers may be created and filled at
any meeting of the Board of Directors. Each officer shall hold office for a term of one (1) year or until a
successor is elected. Each officer is eligible to serve for more than one term.
Section 3. Removal. Any officer, elected or appointed, may be removed by the Board of Directors
whenever it is in the best interest of the corporation.
Section 4. Vacancies. The Board of Directors for the unexpired portion of the term may fill a vacancy in
any office.
Section 5. President. The president shall be the principal executive officer of the corporation and shall
supervise and control all of the business and affairs of the corporation. The president shall preside at all
meetings of the Board and at the annual meeting of members. The President shall sign any instruments
which the Board of Directors has authorized to be executed with the secretary. The president as may be
prescribed by the Board shall perform any other duties.
Section 6. Vice - President. In the absence of the president or in the event of an inability or refusal to act,
the vice - president shall perform the duties of the president or any other duties assigned by the president from
time to time. In such cases, the Vice - president shall have all the powers of and be subject to all the
restrictions upon the president.
Section 7. Secretary. The secretary shall be responsible for the minutes of the meetings of the Board of
Directors and shall certify that the corporate records and the seal of the corporation are kept in the office of
the corporation.
Section 8. Treasurer. The treasurer shall work with the Development Coordinator to provide a financial
statement for each meeting of the Board, prepare a yearly budget, and perform all the duties incident to the
office of treasurer and such other duties assigned by the President or by the Board of Directors.
Section 9. Past President. The immediate past president shall be a member of the Board of Directors and
the Executive Committee for one year following the conclusion of his/her term of office.
ARTICLE VI. COMMITTEES
Section 1. Executive Committee. The Executive Committee shall be comprised of the president,
vice- president, secretary, treasurer, immediate past - president, and such other Board members as the
Board, upon recommendation of the president, shall approve. The Executive Committee shall possess and
exercise all authority and power of the Board in the management of the corporation during the intervals
between meetings of the Board.
Section 2. Finance Committee. The president shall appoint a committee consisting of a chairman
and at least two other board members. The treasurer shall serve on the committee and may be appointed
as chair of the committee. The Finance Committee will oversee preparation and recommendation of the
PlAssociates/Bylaws 10/4/2013
ARTICLE VIII. CONTRACTS, CHECKS, DEPOSITS, AND FUNDS
Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents of
the corporation, in addition to the officers so authorized in these bylaws, to enter into contract or execute
and deliver any instrument in the name of and on behalf of the corporation, and such authority may be
general or confined to specific instances.
Section 2. Checks, Drafts, etc. All checks, drafts, or orders for payment of money, notes, or other
evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or
officers, agent or agents of the corporation and in such manner as shall be determined by resolution of the
Board of Directors. In the absence of such determination by the Board, such instruments shall be signed
by the treasurer and countersigned by the president or the vice - president of the corporation.
Section 3. Deposits. All funds of the corporation shall be deposited to the credit of the corporation in
banks, trust companies, or depositories as selected by the Board of Directors.
Section 4. Gifts. The Board of Directors may accept on behalf of the corporation any contribution,
gift, bequest, or devise for the general purposes of the corporation.
ARTICLE IX. BOOKS AND RECORDS
The Development Coordinator shall keep, for the corporation, correct and complete books of accounts
and shall keep minutes of the proceedings of the Board of Directors and committees at the principal office
of the corporation. All books and records of the corporation may be inspected by any director for any
proper purpose at any reasonable time.
ARTICLE X. FISCAL YEAR
The fiscal year of the corporation shall begin on the first day of July and end on the thirtieth day of
June in each year,
ARTICLE XI. SEAL
The Board of Directors shall provide a corporate seal, which shall be in the form of a circle and shall
have inscribed thereon the name of the corporation and the words "Corporate Seal", the county, and the
year of incorporation. This seal shall be kept in the office of the corporation and affixed to documents by
the secretary of the Board of Directors.
ARTICLE XII. PARLIAMENTARY AUTHORITY
The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the
corporation in all cases to which they are applicable and in which they are not inconsistent with these
bylaws.
ARTICLE XIII. AMENDMENTS TO BYLAWS
These bylaws may be altered, amended, or repealed and new bylaws may be adopted by an affirmative
vote of two -thirds of the directors present and voting at any regular meeting at which a quorum is present.
At least ten days written notice must be given of intention to alter, amend, repeal, or adopt new bylaws.
Such notice may be given in the same manner as provided for notice of meetings.
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