Memorandum of Understanding

Memorandum of Understanding between Shaw University and Mosque of the Late King Khalid bin Abdul-Aziz Al-Saud, Inc.

The following constitutes a Memorandum of Understanding between Shaw University, a North Carolina non-profit corporation (“the University”) and Mosque of the Late King Khalid bin Abdul-Aziz Al-Saud, Inc., a North Carolina non-profit corporation (“MKK”) (collectively, the “Parties”). This Memorandum of Understanding is being entered into the 1st day of August 2023.

RECITALS

Whereas, the Parties acknowledge that there are fundamental differences of opinion about the separate rights and obligations of each Party regarding the presence and access to the mosque described herein at the Premises (“Dispute”).

Whereas, the Parties are entering into this Memorandum of Understanding to show “good will” towards one another and enter into a binding agreement while attempting to resolve the Dispute between the Parties.

Whereas, in addition, both Parties acknowledge that litigation may be the only way to come to a final resolution to the Dispute between the Parties.

NOW, THEREFORE, in consideration of the foregoing and in further consideration of the covenants, representations and warranties contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree to bind themselves as follows:

I. Dispute:

During the first two (2) months of the Term, the Parties agree to negotiate in good faith to resolve the Dispute. The Parties agree to mutually exchange all documents in their possession relevant to resolving the Dispute within thirty (30) days after the execution of this Memorandum of Understanding. If the Parties cannot resolve the Dispute during the first two (2) months of the Term, the Parties acknowledge and agree that either party may seek a declaratory judgment, or any other legal proceeding as appropriate, seeking a resolution to the Dispute.

II. Worship:

The University agrees and does permit MKK and its invitees to access and use the mosque as shown in yellow on Exhibit “C” (the “Premises”) located on the second floor of and within the International Studies Center building (“ISC”) on the Shaw University campus at 130 Martin Luther King Jr Blvd, Raleigh, NC 27601 in accordance with the terms of this Memorandum of Understanding and the attached Schedule B. The Premises shall also include access to restrooms, walkways, hallways, stairways, and elevators in the ISC and the parking lot adjacent to the ISC.

III. Term:

This Memorandum of Understanding shall establish a positive working relationship between the University and MKK regardless of who occupies administrative positions of either party. The Term shall commence upon the execution of this Memorandum (the “Commencement Date”) and shall terminate three (3) years after the Commencement Date (the “Term’). The presence of a term or any other provision herein shall in no way restrict or alter the legal obligations or rights each party had before entering into the MOU, if any, or obligations or rights they may assert during litigation. In no way shall this Memorandum of Understanding or the obligations contained in it be considered an admission or concession of any point of fact or law by either Party. The existence of any term contained herein or the performance of any term contained herein shall not affect the rights and obligations held by either Party prior to entering this Memorandum of Understanding. Notwithstanding the result of any litigation relating to the Dispute, the University agrees to allow MKK and its invitees to continue accessing and using the Premises as provided for herein for the remainder of the Term.

IV. Payment:

There is no rental fee for use of the Premises. However, MKK shall pay the University $938.33 each month during the Term of this Memorandum of Understanding as a fixed fee for the operating expenses related to MKK’s use of the Premises (“Operating Expenses”); the first payment shall be prorated based on the commencement of the Term and due upon execution of this Memorandum of Understanding and each subsequent payment due on the first day of each month. The University warrants that it has conducted a reasonable investigation to determine the Operating Expenses. Provided MKK uses the Premises in accordance with this Memorandum of Understanding, the Operating Expenses shall not increase during the Term.

V. Insurance:

MKK shall provide the University with evidence of insurance covering its use of the Premises. The required insurance in all cases will be public liability/property damage policy, minimum coverage $1,000,000 comprehensive. The University must be named in said policy as an additional insured. MKK shall maintain the required insurance throughout the Term.

VI. Indemnity:

MKK and the University agree to hold each other harmless from any and all third party claims for bodily injury, sickness, disease, or death and any property loss or damage that may arise from activities associated with the use of the Premises, to the extent caused by an negligent act or omission of either party, its agents, subcontractors or employees, invitees and vendors, including any and all reasonable expenses, legal or otherwise, incurred by MKK or the University in the defense of any claim or suit arising out of the MKK’s or the University’s use of the Premises.

VII. Representation:

MKK agrees not to use Shaw University’s name or registered marks in connection with publication, advertising, marketing, or in any other supportive manner without the prior written approval of the University, except to identify the location of the Premises.

VIII. Damages:

MKK assumes full responsibility for the acts of itself and its invitees using the Premises and agrees to reimburse the University for any and all damages to the Premises, equipment, or furniture, charges for false fire alarms, and fines for violation of University regulations caused by MKK, its agents, or invitees. MKK agrees not to make any alterations or attach any fixtures to any of the Premises without the written consent of the University.

IX. Loss of Personal Property:

The University shall accept no responsibility for theft or other loss of money, valuables, or personal effects of participants or agents of the MKK.

X. Law and Rules:

MKK agrees to comply with all ordinances and regulations of the city, county, and federal government in the operation of conduct of MKK’s activity upon the Premises. MKK also agrees to comply with all the rules of conduct of the University in the operation of conduct of MKK’s activity upon the Premises to the extent said rules do not contradict this Agreement and provided that the University provides MKK written notice of the rules or any changes to the rules prior to the rules taking effect.

XI. Non-Infringement:

MKK is responsible for ensuring that it does not infringe or violate any copyright or any other intellectual property rights of any third party. To the maximum extent permitted by law, MKK will indemnify and hold the University harmless for any such claim.

XII. University Rights:

The University reserves the right to enter the Premises at any reasonable time for the purpose of inspection, necessary repair, or emergencies. Whenever possible, the University will make an effort to give advance written notice to MKK and will make reasonable efforts to not disturb MKK’s use of the Premises to these purposes.

XIII. Other Users:

MKK understands that other activities may be conducted on the University’s campus outside the Premises and within the ISC by the University or other organizations during the term of this Memorandum of Understanding; however, the University agrees that it will make such reasonable efforts to schedule such other activities as not to unreasonably interfere with the MKK’s activities.

XIV. Additional Changes to Memorandum of Understanding:

Additional agreements and changes can be made if agreed upon by both parties. All additions and changes must be written, dated, attached to the present Memorandum of Understanding, and signed by both parties.

XV. General Provisions:

This Memorandum of Understanding is not binding until signed by both parties. This Agreement shall be binding upon and inure to the benefit of the Parties and, as the context permits, their respective successors, assigns, heirs, executors, administrators, personal representatives, beneficiaries, and legal representatives. This Memorandum of Understanding shall be governed by the laws of the State of North Carolina. The University is an equal opportunity institution and subscribes to all requirements of federal law not to discriminate with respect to students, employees, applicants, or University programs on the basis of sex, race, color, national origin, religion, age, handicap, or veteran status. The MKK and University representative signing this agreement states that he or she has the full authority to represent their respective organization in this Memorandum of Understanding. All notices or communications required to be given by either party pursuant to this Memorandum of Understanding shall be effected in writing either by personal delivery or by commercial overnight delivery service with return receipt requested to address indicated under such party's signature hereto. Each party agrees that this Agreement and any other documents to be delivered in connection herewith may be electronically signed, and that any electronic signatures appearing on this Agreement or such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.

XVI. Permitted Use:

The Premises shall be used and occupied by MKK solely for the purpose of religious worship and ancillary services (the “Permitted Use”). MKK shall not use or occupy the Premises for any other purpose. Use shall be in accordance with the Terms and Conditions attached hereto as Exhibit A. The schedule of Use shall be in accordance with the schedule attached hereto as Exhibit B.

XVII. No Assignments or Sublets:

MKK shall not assign, sublet, mortgage, pledge or encumber this Memorandum, the Premises, or any interest in the whole or in any portion thereof, directly or indirectly.

XVIII. Termination:

If either party breaches this Memorandum of Understanding, the non-breaching party shall provide written notice of such breach to the breaching party. The breaching party shall then have fourteen (14) days to cure such breach. If the breach is not cured as provided herein, this Memorandum of Understanding may be terminated by the non-breaching party. Should MKK remain in possession of the Premises, or any part thereof, after termination, either due to termination for breach or by expiration of the Term, MKK shall become a tenant from month-to-month and the University may exercise all remedies available to it in Law or Equity, including without limitation termination of any rights of possession hereunder, recovery of all damages to which it is entitled including costs, reasonable attorney’s fees, and any other sum of money owed to the University by MKK. Notwithstanding any provision contained to the contrary, the right to terminate the Memorandum of Understanding shall not affect the rights and obligations that either party had before entering the Memorandum of Understanding.

EXHIBIT A

TERMS AND CONDITIONS

1. Specifications:

● MKK Executive Leadership will be provided with key access to the 1st floor entrance of the International Studies Center and 2nd floor entrance to the Mosque.

o Key access is limited and should only be used for times and events that are not part of the regular opening schedule that has been provided to the University.

● MKK may access the Premises during the hours stipulated in Schedule B, and must provide at least one week advance notice to the University of special programs, events and classes that are outside those hours.

● MKK will provide an updated list of up to four (4) MKK board leaders who are authorized to request the International Studies Center be opened (“MKK Executive Leadership”).

o MKK will be required to notify the University of changes to the list.

● The University will issue Shaw ID cards to up to four designated MKK board leaders for easy identification by Shaw Campus Police.

● Access to the Mosque may be granted via International Studies Center entrances by means of Executive Leadership contacting Shaw Campus Police if needed.

● When the University closes for severe weather events (i.e. hurricanes, ice, tornadoes, etc.) the Premises will also be closed.

● The University and MKK Executive Leadership will meet annually to review the Operating Expense, the Terms and Conditions in Exhibit A and the Schedule of Use in Exhibit B of the Memorandum of Understanding, provided the University provides MKK two (2) weeks advance notice of such meeting. However, the terms so referenced may not be altered without the written agreement of both Parties.

● MKK acknowledges that the University has certain required contractors, including Thompson Hospitality for catering services, and agrees to use the University’s required contractors on the Premises when necessary; however, MKK is not required to use Thompson Hospitality for MKK’s potluck meals nor if Thompson Hospitality is unable to comply with any religious dietary and preparation obligations of MKK when the event falls outside of the potluck exception.

2. Reporting:

MKK shall be required to report incidents to the University Campus Police Chief, or such other officer or employee as may be designated by the University.

EXHIBIT B

SCHEDULE OF USE

1. Outside the month of Ramadan – Seven days a week from 3:00 AM until 11:00 PM, provided MKK shall have an authorized representative present at all times the Premises is open to MKK’s invitees.

2. During the month of Ramadan - Open 24/7, provided MKK shall have an authorized representative present at all times at the Premises it is open to MKK’s invitees.

3. Examples of Activities MKK plans to conduct:

a. Five Daily Prayers,

b. Aqeeqa ceremonies to commemorate birth of children,

c. Educational programs for the community at large (in coordination with the University),

d. Programing for Muslims new to the faith,

e. Marriage ceremonies,

f. Taraweeh prayers,

g. Qiyam Prayers,

h. Friday Jumah Prayers,

i. Eid prayers and gathering, and

j. Community meals.

EXHIBIT C

MOSQUE FOOTPRINT