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Thoroughbred Aftercare Alliance Foundation, Inc.
2013 Aftercare Facility Financial Grant Agreement
Date of Agreement: December 11, 2013
Grantee: New Stride Thoroughbred Adoption Society
Total Amount of Grant: $25,000
Award Date: December 31, 2013
Grant Period: 12 months
Payment Schedule: Biannual
Based upon information submitted in the 2013 Aftercare Facility Application for Financial Grant (“Application”), the TAA offers New Stride Thoroughbred Adoption Society (organization name “Grantee”) a financial grant (“Grant Award”) of $25,000 for the period 1/1/2014 to 12/31/2014 (“Term”) payable in two (2) equal payments of $12,500 each, disbursed on or before: December 23, 2013; and, May 1, 2014.
Upon acceptance, Grantee shall not convey, assign, or transfer Grant Award to any other person or entity without the prior written consent of TAA. No rights granted herein shall devolve, by operation of law or otherwise, upon any assignee, receiver, liquidator, trustee, or other party.
The Grant Award is offered to Grantee by TAA subject to the following terms and conditions:
A. Grantee confirms that it is a registered charity within the meaning of the Income Tax Act (Canada) with registration number 864190228RR001 and Grantee will inform the TAA immediately of any change in, or Canada Revenue Agency proposed or actual revocation, whether appealed or not, of its tax status as described above.
B. Grant Award may be used only for activities, materials, supplies and services directly related to Thoroughbred aftercare in a manner that is consistent with information provided in the Aftercare Facility Application for Financial Grant and the Grantee’s charitable activities which have been identified as the basis of Grantee’s 501(c)(3) status, as set forth in Application for Accreditation of Aftercare Facility, submitted to the TAA on the 21st day of November, 2013, both of which are incorporated by reference herein, and may not be expended for any other purposes without the TAA’s prior written approval. While the TAA understands that the Grantee Page 2 of 5
may participate in public policy process, consistent with its tax-exempt status, Grantee may not use any of the Grant Award to lobby or otherwise attempt to influence legislation, to influence the outcome of any public election, or to carry on any voter registration drive. Grantee accepts responsibility for complying with this agreement’s terms and conditions and will exercise full control over the Grant Award and the expenditure of Grant Award funds.
C. On or before June 1, 2014, Grantee shall complete and submit to the TAA the accompanying Thoroughbred Inventory Form of the then current inventory of Thoroughbreds receiving aftercare services under the care, custody and control of Grantee.
D. During the Grant Period, Grantee shall maintain all conditions required for TAA Accreditation, incorporated by reference herein. Such conditions may change from time to time at the discretion of the TAA as published at www.thoroughbredaftercare.org.
E. Grantee will provide promptly such additional information, reports and documentation as the TAA may request and will allow the TAA and its representatives to have access upon reasonable notice to facilities, files, records, accounts, and personnel associated with this Grant Award.
F. The TAA reserves the right to discontinue, modify or withhold any payments to be made under this Grant Agreement or to require a total or partial refund of any Grant Award funds, if the TAA determines:
(1) Grantee has not fully complied with the terms and conditions of this Grant Agreement;
(2) Grantee has voluntarily commenced or has involuntarily been the subject of a proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency, corporation or other similar law now or hereafter in effect that authorizes the reorganization or liquidation of Grantee or its debts or the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or (ii) consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (iii) make a general assignment for the benefit of its creditors, or (iv) fail generally to pay its debts as they become due, or (v) take any corporate action to authorize any of the foregoing;
(3) Grantee made material misstatements or misrepresentations in any documents submitted to the TAA, including but not limited to Aftercare Facility Application for Financial Grant, Application for Accreditation of Aftercare Facilities, documents accompanying either Application and correspondence and documents sent in response to inquiries from TAA;
(4) Grantee has been charged with animal neglect, abuse, abandonment or cruelty; Page 3 of 5
(5) Such action is necessary to comply with any law or regulation applicable to the Grantee, to the TAA, or this Grant Award; or
(6) Such action is necessary to protect the purpose and objectives of the Grant Award or any other charitable activities of the TAA.
G. During the effectiveness of a TAA accreditation period, an accredited entity may notify the public of the fact that the recipient maintains TAA accreditation and, if applicable, is a TAA grant recipient; PROVIDED, HOWEVER, THAT IN NO EVENT SHALL THAT ENTITY (OR ANY THIRD PARTY ACTING ON ITS BEHALF) REFER TO, OR IMPLY THE PRECISE OR APPROXIMATE AMOUNT OF A TAA GRANT AWARD.
H. Failure to meet the conditions and performance standards above shall constitute a material breach of this Grant Agreement. The TAA shall notify Grantee of any material breach in writing and TAA shall have the right to terminate this Agreement, discontinue, modify or withhold any payments to be made under this Grant Agreement (and to also or alternatively exercise or seek any other remedy available to TAA under law, under contract or in equity) upon Grantee’s failure to cure breach within (14) days of notice.
I. Choice of Law & Other
This Grant Agreement and any action or proceeding arising out of, associated with, or in connection with this Grant Agreement shall be governed by and interpreted and enforced in accordance with the laws of the Commonwealth of Kentucky, without regard to the conflicts of laws rules thereof. The parties hereto hereby consent to the exclusive jurisdiction and venue of the federal and state courts located within the City of Lexington, County of Fayette for the purpose of any action or proceeding brought by either of them arising out of, associated with, or in connection with this Grant Agreement or any alleged breach thereof. The parties hereby further irrevocably consent to the service of process in connection with any controversy by the mailing thereof by registered or certified mail, postage prepaid, to the parties hereto, at their respective addresses.
J. LIMITATION OF LIABILITY
TAA SHALL NOT HAVE ANY RESPONSIBILITY OR LIABILITY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE TO EACH OTHER OR TO ANY THIRD PARTY RELATING TO OR ARISING UNDER THIS GRANT AGREEMENT, INCLUDING, WITHOUT LIMITATION, LOSS OF ANTICIPATED PROFITS OR OTHER ECONOMIC LOSS.
K. ENTIRE AGREEMENT
This Agreement contains the entire understanding of the parties hereto with respect to the transactions contemplated hereby, and supersedes all prior agreements, Page 4 of 5
understandings, and negotiations, both written and oral, between the parties with respect to the subject matter hereof.
If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect. Additionally, the parties will use commercially reasonable efforts to substitute for the effected provision an enforceable provision that approximates the intent and economic effect of the effected provision as closely as possible.
M. NO WAIVER
No waiver, modification or cancellation of any term or condition of this Agreement will be effective unless executed in writing by the party so granting. A waiver of any breach of this Agreement by one party to the other shall not be construed to have been given in perpetuity. A failure or delay of either party hereto to enforce at any time any of the provisions of this Agreement or to exercise any option which is herein provided for or to require at any time performance of any of the provisions hereof shall in no way be construed to be a waiver of any such option or provision of this Agreement.
Any assignment or transfer of this Grant Agreement or Grantee’s rights or obligations hereunder is prohibited. Any assignment or transfer in violation of the foregoing provision shall be void. Sections B and K through P above shall survive the expiration or termination of this Grant Agreement.
Grantee’s signature shall constitute acceptance of the terms and conditions of Grant Agreement.
This offer shall expire and be considered cancelled and revoked upon failure of Grantee to execute two copies of this Grant Agreement and return one copy to the following address on or before 12/18/2013:
Thoroughbred Aftercare Alliance Foundation, Inc.
c/o The Jockey Club
821 Corporate Drive
Lexington, Kentucky 40503
On behalf of Grantee, I certify my authority to execute this Grant Agreement, I certify the Aftercare Facility Application for Financial Grant was truthful and complete, and by signing below, I accept the offer and understand and agree to the foregoing terms and conditions of the Grant Award. Page 5 of 5
Signed this the 11th day of December 2013.
Thoroughbred Aftercare Alliance Foundation, Inc.
New Stride Thoroughbred Adoption Society