FISCAL SPONSORSHIP AGREEMENT Between the Foundation for Permanent Elimination of Nerve Pain and Disability
And
Regenerative Medicine Association of Hawaii
This Agreement is made by and between the Foundation for Permanent Elimination of Nerve Pain and Disability (FNPD) and the Regenerative Medicine Association of Hawaii (RMAH).
FNPD is a Wyoming nonprofit public benefit corporation located in Santa Ana, California, qualified as exempt from federal income tax under Section 501 of the Internal Revenue Code (IRC).
RECITALS
FNPD agrees to serve as the fiscal agent for support of the RMAH program and to make disbursements of grant funds and donations earmarked for the furtherance of the RMAH's mission. The RMAH unites the world's leading researchers, medical centers, universities, labs, businesses, funders, policymakers, experts in law, regulation and ethics, medical philanthropies, and patient organizations. Our mission is to accelerate Regenerative Medicine to improve health and deliver cures. RMAH is committed to the ethical advancement of an innovative medicine powered by regenerative, restorative, and curative technologies. All we do is in service of health, life, and the alleviation of human suffering. RMAH areas of interest include: Developmental biology; Scaffolds and matrix biomaterials;
Bioprinting, Biofabrication, Bioreactors, Bioprocessing; Inflammation and imm unity; Imaging; Cell sourcing and manipulation; Pre-clinical protocols; Clinical trials; and Infrastructure - regulatory, health economics, ethics.
FNPD desires to act as the fiscal sponsor of RMAH by receiving assets and incurring liabilities identified with RMAH beginning on the effective date and using them to pursue the objectives for which RMAH is being established. The executive director of FNPD [or its board] has determined that these objectives will further the charitable and educational goals of FNPD.
NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:
Term of Agreement: On January 15, 2018, FNPD shall assume the fiscal operation of RMAH, which operation shall continue in effect unless and until terminated under Paragraph 2 (L) below.
The Agreement: FNPD is willing to receive tax-deductible charitable contributions for the benefit and use of implementing the RMAH. The RMAH, with the administrative assistance of FNPD, desires to use these funds in order to implement the RMAH's purposes.
By entering into this Agreement, the parties agree to the following terms and conditions:
Receipt of funds: FNPD agrees to receive grants, contributions and gifts to be used for RMAH, and to make those funds available to RMAH.
Acknowledgment of charitable donations on behalf of RMAH: FNPD agrees that all grants, charitable contributions and gifts which it receives for the RMAH will be reported as contributions to FNPD as required by law, and further agrees to acknowledge receipt of any such grant, charitable contribution or gift in writing and to furnish evidence of its status as an exempt organization under Section 501 to the donor upon request. FNPD agrees to notify RMAH of any change in its tax-exempt status.
Protection of tax-exempt status: RMAH agrees not to use funds received from FNPD in any way which would jeopardize the taxexempt status of FNPD. RMAH agrees to comply with any written request by FNPD that it cease activities which might jeopardize FNPD's tax status, and further agrees that FNPD's obligation to make funds available to it is suspended in the event that it fails to comply with any such request. Any changes in the purpose for which grant funds are spent must be approved in writing by FNPD before implementation. FNPD retains the right, if RMAH breaches this Agreement, or ifRMAHjeopardizes FNPD's legal or tax status, to withhold, withdraw, or demand immediate return of grant funds.
Use of funds: FNPD also authorizes RMAH to make expenditures, which do not exceed total contributions for RMAH, on its behalf for use in RMAH. RMAH agrees to use any and all funds received from FNPD solely for legitimate expenses of RMAH and to account fully to FNPD for the disbursement of these funds. E. Financial procedures: RMAH must act within the financial policies outlined in FNPD's Financial Procedures Manual. Subjects of particular interest to RMAH include: Cash
Disbursements, Purchasing, Travel and Expenses, Consultants, Grants and Contracts, and Other — Fiscal Agent Status. Financial accounting and reporting: FNPD will maintain books and financial records for RMAH in accordance with generally accepted accounting principles. RMAH's revenue and expenses shall be separately classed in the books of FNPD. FNPD will provide reports reflecting revenue and expenses to RMAH on a monthly basis, within two weeks after the end of each month, and, on an annual basis, within three months after the end of each fiscal year ofFNPD.
Employment: Unless otherwise agreed, and subject to their consent, all personnel to be compensated for working on the RMAH project shall be at-will employees of FNPD and subject to the same personnel policies and benefits that apply to all employees of FNPD.
Governance: Authority to manage the programmatic activities of RMAH is delegated to its Board of Directors.
1. Fundraising: RMAH may solicit gifts, contributions, and grants on behalf of FNPD which are earmarked for the activities of RMAH. RMAH's choice of funding sources to be approached and the text ofRMAI--I's letters of inquiry, grant applications, and other fundraising materials are subject to approval by FNPD. FNPD must co-sign all original letters of inquiry, grant proposals, and grant agreements. All grant agreements, pledges, or other commitments with funding sources to support RMAH shall be executed by FNPD. The cost of any reports or other compliance measures required by such funding sources shall be borne by RMAH. FNPD's Operations Manager must be copied at least one week in advance on all progress and final report submissions. FNPD shall be responsible for the processing and acknowledgment of all monies received for RMAH, which shall be repotted as the income of FNPD for both tax purposes and for purposes ofFNPD's financial statements. Grants involving government or public agency monies have substantial reporting and auditing requirements; therefore, if RMAH desires to apply for government or public agency grants, RMAH must get advance approval to do so from FNPD.
Renewal of this agreement: If both FNPD and RMAH desire to do so, this agreement may be renewed on January 1, 2019, and annually thereafter.
K. Termination: Either party may terminate this Agreement by giving 60 days' written notice to the other party. If RMAH will continue to exist but one ofthe parties desires to terminate FNPD's fiscal sponsorship of RMAH, the following terms and conditions shall apply. Another nonprofit corporation which is tax-exempt under IRS Section 501 (c)(3) and is not classified as a private foundation under
Section 509(a) must be willing and able to sponsor RMAH (the "Successor"). The Successor must be approved in writing by both parties by the end of the 60-day written notice period. If the parties cannot agree on a Successor to sponsor RMAH, RMAH shall have an additional 60 days to find a Successor willing and able to sponsor RMAH. If a Successor is found, the balance of assets held by FNPD for
RMAH, together with any other assets held or liabilities incurred by FNPD in connection with RMAH, shall be transferred to the Successor at the end of the notice period or any extension thereof, subject to the approval of any third parties (including funding sources) that may be required. If RMAH has formed a new organization qualified to be a Successor as set forth in this Paragraph, such organization shall be eligible to receive all such assets and liabilities so long as such organization has received a determination letter from the Internal Revenue Service which states the new organization is exempt from federal tax under section 501 (c)(3) of the Internal Revenue Code no later than the end of the notice period or any extension thereof. If no
Successor is found, FNPD may allocate RMAH's assets and liabilities in any manner consistent with applicable tax and charitable trust laws and other obligations.
Miscellaneous. In the event of any controversy, claim, or dispute between the parties arising out of or related to this Agreement, or the alleged breach thereof, the prevailing party shall, in addition to any other relief, be entitled to recover its reasonable attorneys' fees and costs of sustaining its position. Each provision of this Agreement shall be separately enforceable, and the invalidity of one provision shall not affect the validity or enforceability of any other provision. This Agreement shall be interpreted and construed in accordance with the laws of the State of Hawaii. Time is of the essence of this Agreement and of each and every provision thereof.
Arbitration. In the event of any dispute under this Agreement, the parties shall attempt to resolve the matter themselves in an amicable manner. Failing such resolution, any dispute under this Agreement shall be resolved by binding arbitration in Honolulu in accordance with commercial arbitration rules of the Judicial Arbitration and Mediation Services (JAMS) then in effect, or any other rules mutually agreed to by the parties. Any award or order made in any such arbitration may be entered as a judgment in a court of competent jurisdiction. Any dispute, and the resolution thereof in any manner, shall be and remain confidential information, and all parties shall protect the confidential information from public disclosure using any and all reasonable legal and technical means.
Entire Agreement. This Agreement constitutes the only agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. All Exhibits hereto are a material part of this Agreement and are incorporated by reference. This Agreement, including any Exhibits hereto, may not be amended or modified except in writing signed by all parties to this Agreement.Type your paragraph here.
Agreement Signed January 2018
FNPD is a Wyoming nonprofit public benefit corporation located in Santa Ana, California, qualified as exempt from federal income tax under Section 501 of the Internal Revenue Code (IRC).
RECITALS
FNPD agrees to serve as the fiscal agent for support of the RMAH program and to make disbursements of grant funds and donations earmarked for the furtherance of the RMAH's mission. The RMAH unites the world's leading researchers, medical centers, universities, labs, businesses, funders, policymakers, experts in law, regulation and ethics, medical philanthropies, and patient organizations. Our mission is to accelerate Regenerative Medicine to improve health and deliver cures. RMAH is committed to the ethical advancement of an innovative medicine powered by regenerative, restorative, and curative technologies. All we do is in service of health, life, and the alleviation of human suffering. RMAH areas of interest include: Developmental biology; Scaffolds and matrix biomaterials;
Bioprinting, Biofabrication, Bioreactors, Bioprocessing; Inflammation and imm unity; Imaging; Cell sourcing and manipulation; Pre-clinical protocols; Clinical trials; and Infrastructure - regulatory, health economics, ethics.
FNPD desires to act as the fiscal sponsor of RMAH by receiving assets and incurring liabilities identified with RMAH beginning on the effective date and using them to pursue the objectives for which RMAH is being established. The executive director of FNPD [or its board] has determined that these objectives will further the charitable and educational goals of FNPD.
NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:
Term of Agreement: On January 15, 2018, FNPD shall assume the fiscal operation of RMAH, which operation shall continue in effect unless and until terminated under Paragraph 2 (L) below.
The Agreement: FNPD is willing to receive tax-deductible charitable contributions for the benefit and use of implementing the RMAH. The RMAH, with the administrative assistance of FNPD, desires to use these funds in order to implement the RMAH's purposes.
By entering into this Agreement, the parties agree to the following terms and conditions:
Receipt of funds: FNPD agrees to receive grants, contributions and gifts to be used for RMAH, and to make those funds available to RMAH.
Acknowledgment of charitable donations on behalf of RMAH: FNPD agrees that all grants, charitable contributions and gifts which it receives for the RMAH will be reported as contributions to FNPD as required by law, and further agrees to acknowledge receipt of any such grant, charitable contribution or gift in writing and to furnish evidence of its status as an exempt organization under Section 501 to the donor upon request. FNPD agrees to notify RMAH of any change in its tax-exempt status.
Protection of tax-exempt status: RMAH agrees not to use funds received from FNPD in any way which would jeopardize the taxexempt status of FNPD. RMAH agrees to comply with any written request by FNPD that it cease activities which might jeopardize FNPD's tax status, and further agrees that FNPD's obligation to make funds available to it is suspended in the event that it fails to comply with any such request. Any changes in the purpose for which grant funds are spent must be approved in writing by FNPD before implementation. FNPD retains the right, if RMAH breaches this Agreement, or ifRMAHjeopardizes FNPD's legal or tax status, to withhold, withdraw, or demand immediate return of grant funds.
Use of funds: FNPD also authorizes RMAH to make expenditures, which do not exceed total contributions for RMAH, on its behalf for use in RMAH. RMAH agrees to use any and all funds received from FNPD solely for legitimate expenses of RMAH and to account fully to FNPD for the disbursement of these funds. E. Financial procedures: RMAH must act within the financial policies outlined in FNPD's Financial Procedures Manual. Subjects of particular interest to RMAH include: Cash
Disbursements, Purchasing, Travel and Expenses, Consultants, Grants and Contracts, and Other — Fiscal Agent Status. Financial accounting and reporting: FNPD will maintain books and financial records for RMAH in accordance with generally accepted accounting principles. RMAH's revenue and expenses shall be separately classed in the books of FNPD. FNPD will provide reports reflecting revenue and expenses to RMAH on a monthly basis, within two weeks after the end of each month, and, on an annual basis, within three months after the end of each fiscal year ofFNPD.
Employment: Unless otherwise agreed, and subject to their consent, all personnel to be compensated for working on the RMAH project shall be at-will employees of FNPD and subject to the same personnel policies and benefits that apply to all employees of FNPD.
Governance: Authority to manage the programmatic activities of RMAH is delegated to its Board of Directors.
1. Fundraising: RMAH may solicit gifts, contributions, and grants on behalf of FNPD which are earmarked for the activities of RMAH. RMAH's choice of funding sources to be approached and the text ofRMAI--I's letters of inquiry, grant applications, and other fundraising materials are subject to approval by FNPD. FNPD must co-sign all original letters of inquiry, grant proposals, and grant agreements. All grant agreements, pledges, or other commitments with funding sources to support RMAH shall be executed by FNPD. The cost of any reports or other compliance measures required by such funding sources shall be borne by RMAH. FNPD's Operations Manager must be copied at least one week in advance on all progress and final report submissions. FNPD shall be responsible for the processing and acknowledgment of all monies received for RMAH, which shall be repotted as the income of FNPD for both tax purposes and for purposes ofFNPD's financial statements. Grants involving government or public agency monies have substantial reporting and auditing requirements; therefore, if RMAH desires to apply for government or public agency grants, RMAH must get advance approval to do so from FNPD.
Renewal of this agreement: If both FNPD and RMAH desire to do so, this agreement may be renewed on January 1, 2019, and annually thereafter.
K. Termination: Either party may terminate this Agreement by giving 60 days' written notice to the other party. If RMAH will continue to exist but one ofthe parties desires to terminate FNPD's fiscal sponsorship of RMAH, the following terms and conditions shall apply. Another nonprofit corporation which is tax-exempt under IRS Section 501 (c)(3) and is not classified as a private foundation under
Section 509(a) must be willing and able to sponsor RMAH (the "Successor"). The Successor must be approved in writing by both parties by the end of the 60-day written notice period. If the parties cannot agree on a Successor to sponsor RMAH, RMAH shall have an additional 60 days to find a Successor willing and able to sponsor RMAH. If a Successor is found, the balance of assets held by FNPD for
RMAH, together with any other assets held or liabilities incurred by FNPD in connection with RMAH, shall be transferred to the Successor at the end of the notice period or any extension thereof, subject to the approval of any third parties (including funding sources) that may be required. If RMAH has formed a new organization qualified to be a Successor as set forth in this Paragraph, such organization shall be eligible to receive all such assets and liabilities so long as such organization has received a determination letter from the Internal Revenue Service which states the new organization is exempt from federal tax under section 501 (c)(3) of the Internal Revenue Code no later than the end of the notice period or any extension thereof. If no
Successor is found, FNPD may allocate RMAH's assets and liabilities in any manner consistent with applicable tax and charitable trust laws and other obligations.
Miscellaneous. In the event of any controversy, claim, or dispute between the parties arising out of or related to this Agreement, or the alleged breach thereof, the prevailing party shall, in addition to any other relief, be entitled to recover its reasonable attorneys' fees and costs of sustaining its position. Each provision of this Agreement shall be separately enforceable, and the invalidity of one provision shall not affect the validity or enforceability of any other provision. This Agreement shall be interpreted and construed in accordance with the laws of the State of Hawaii. Time is of the essence of this Agreement and of each and every provision thereof.
Arbitration. In the event of any dispute under this Agreement, the parties shall attempt to resolve the matter themselves in an amicable manner. Failing such resolution, any dispute under this Agreement shall be resolved by binding arbitration in Honolulu in accordance with commercial arbitration rules of the Judicial Arbitration and Mediation Services (JAMS) then in effect, or any other rules mutually agreed to by the parties. Any award or order made in any such arbitration may be entered as a judgment in a court of competent jurisdiction. Any dispute, and the resolution thereof in any manner, shall be and remain confidential information, and all parties shall protect the confidential information from public disclosure using any and all reasonable legal and technical means.
Entire Agreement. This Agreement constitutes the only agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. All Exhibits hereto are a material part of this Agreement and are incorporated by reference. This Agreement, including any Exhibits hereto, may not be amended or modified except in writing signed by all parties to this Agreement.Type your paragraph here.
Agreement Signed January 2018