Grant Terms and Conditions

spanofoundation.org | EIN: 47-1355321 | Effective for all grant agreements

These are the terms and conditions for the Anthony Spano Foundation (“Foundation”) grantees.  This Grant Agreement (“Agreement”) is entered  into by and between the Foundation and the group/entity to whom the Foundation’s check is made payable  and/or the group/entity which is the recipient of the goods and/or services rendered by the Foundation (as applicable) (“Grantee”) for the explicit purpose(s) described in the awardee/project letter and the Grantee’s application to the Foundation which awardee/project letter and application are incorporated herein as if fully re-written herein. The date of this Agreement is the date the Grantee deposits the Foundation’s check or the date the Grantee receives the goods and/or services (as applicable).  If a Grantee receives both a check as well as goods and/or services, the date of this Agreement shall be the earlier of when the check is deposited or the Grantee receives goods and/or services.  The awardee/project letter will have the amount of the grant, date approved and the period of time during which the Grantee may expend any funds awarded by the Foundation (Assistance Period”).

1. This grant is to be used for the sole purpose described in the awardee/project letter and the Grantee’s application to the Foundation (the “Program”). The Program is subject to modification only with the Foundation’s prior written approval. At the end of the Assistance Period, the Grantee shall return to the Foundation any unexpended funds within thirty (30) days. In the event that the Foundation, in its sole discretion, determines that the Grantee has not performed in accordance with this Agreement or has breached this Agreement, the Foundation may require the immediate return of all funds to the Foundation and the Grantee agrees that it shall immediately return all funds to the Foundation.
2. Grantee shall indemnify, defend, and hold harmless the Foundation and its officers, directors, employees, agents, affiliates, associates, contractors and volunteers from and against any and all claims, liabilities, damages, losses, expenses, demands, suits, and judgments, including without limitation reasonable attorneys’ fees and costs of litigation, arising from or relating to (a) Grantee’s performance of this Agreement or breach thereof, or (b) misconduct or negligent acts or omissions, whether in full or in part, of Grantee, its employees, agents, contractors, consultants and/or volunteers in connection with the performance of its obligations under this Agreement, the execution of the Program, and/or the expenditure of any funds awarded by the Foundation. This provision shall survive the termination of this Agreement.
3. Unless specifically authorized by the Foundation in writing, expenses charged against the Program may not be incurred prior to the effective date of the grant or subsequent to the termination of the Program and may be incurred only as necessary to carry out the purposes and activities of the Program and in accordance with applicable law.
4. The Grantee is responsible for the expenditure of funds in accordance with applicable law and for maintaining adequate supporting records consistent with generally accepted accounting practices.  The Grantee shall deliver to the Foundation  such supporting records within ten (10) days after Grantee receives a written notice from the Foundation for such supporting records.
5. Unless otherwise stipulated in writing and signed by the Foundation, this Agreement is made with the understanding that the Foundation has no obligation to provide other or additional support to the Grantee.
6. The Foundation is hereby granted a non-exclusive irrevocable royalty free license to use the names, likenesses and images of the Grantee, its employees, agents, contractors, consultants and/or volunteers as well as the individuals and/or entities/organizations which are receiving the benefit of the Program in any photographic, audiovisual, digital or any other form or medium (collectively as “Media Materials”) and to use, reproduce, distribute, exhibit, and publish said Media Materials in any manner and in whole or in part, including in brochures, website postings, informational and marketing materials, and reports and publications describing the Foundation’s programs and activities. An evaluation of the Program must be submitted within four (4) to six (6) months from when  the funds and/or the goods and/or services were received by the Grantee which evaluation shall be submitted via  the Foundation’s website under the Grant and Scholarship section.
7. This Agreement shall be governed by and construed according to the laws  of the state of Ohio, without regard to any principles of conflict of laws, and all parties agree to submit to the jurisdiction of the Court of Common Pleas, Mahoning County, Ohio.
8. Force Majeure. Nonperformance by the Foundation shall be excused or the time for performance extended, whichever may be necessary, to the extent that performance is rendered impossible by an act of God, strike, fire, flood, governmental acts, order or restrictions, or any other reason where failure to perform is beyond the reasonable control of the Foundation.
9. Notwithstanding any provision in this Agreement to the contrary, the Foundation may, upon giving notice to Grantee, assign all or any part of its right, title, and interest in this Agreement. Grantee may not assign this Agreement, in whole or in part.
10. Notwithstanding any provision in this Agreement to the contrary, the Foundation may in its sole and absolute discretion, upon giving written notice to Grantee, terminate this Agreement, in full or in part, with or without cause, and/or amend this Agreement, at no cost to the Foundation and the Foundation shall not be liable for any damages of any nature whatsoever including, but not limited to, special, incidental, indirect, exemplary, punitive, and/or consequential damages.
11. The provisions of this Agreement are for the sole benefit of the parties hereto and confer no rights, benefits, or claims upon any person or entity not a party hereto.
12. The individual(s) who submitted the Grantee’s application to the Foundation and/or the individual(s) who deposits any check issued by the Foundation to the Grantee and/or the individual(s) who receives, on behalf of the Grantee, any goods and/or services from the Foundation (as applicable), represents and warrants that he/she has full authority to bind the Grantee to the terms and conditions of this Agreement.

Board Approved: August 24, 2026