Grant Terms and Conditions By accepting or depositing the ...

[Pages:2]Grant Terms and Conditions

These Terms and Conditions ("Terms and Conditions") govern the terms by which the Wells Fargo Foundation, Wells Fargo Bank N.A., or one of its related entities ("Wells Fargo"), offers your organization ("Grantee") a grant for the specific amount ("Grant Funds") and for the specific funding purposes ("Grantee Programs") as set forth in the e-mail sent to your organization by Wells Fargo entitled "WELLS FARGO GRANT PAYMENT NOTIFICATION" ("Funding Confirmation Email"). By accepting or depositing the check sent to you by Wells Fargo, you are indicating your acceptance of these Terms and Conditions.

A. Representations, Warranties and Covenants: Grantee hereby represents, warrants and covenants that:

1. Grantee maintains tax-exempt status as either a 501(c)(3) charitable organization, a tax exempt educational institution or tax exempt qualifying tribal entity, and such status has not been suspended or revoked, nor has Grantee been notified of any such suspension;

2. Grantee will use the Grant Funds solely for charitable purposes that advance its mission, and for no other purpose;

3. Grantee has not filed, nor has had filed against it, any petition under any federal or State bankruptcy law, nor been adjudicated bankrupt or insolvent, nor has any trustee in bankruptcy or receiver been appointed for its business or property; and

4. Grantee, at its sole cost and expense, will maintain and keep in force adequate insurance coverage in amounts necessary to protect any potential liability that may arise from the Grantee Programs.

B. Request for Information. Upon the request of Wells Fargo, Grantee will promptly, and in all cases within 30 days, provide any information and/or documentation related to Grantee's use of the Grant Funds, and other evidence satisfactory to Wells Fargo that it is maintaining its representations, warranties and covenants set forth above. Grantee must notify Wells Fargo immediately if Grantee is unable to use some or all of the Grant Funds for the Grantee Programs as indicated in the Funding Confirmation Email. Failure to provide requested documentation may result in Grantee not being considered for future grants from Wells Fargo.

C. Publicity. Grantee agrees to publicly acknowledge the grant by Wells Fargo and to refer to Wells Fargo's support in public campaigns promoting the Grantee Programs. Wells Fargo may include your organization's name, logo and photos in announcements, articles, reports, brochures, and similar items which list recipients of grants offered by Wells Fargo. Any acknowledgement or external communication by Grantee of this grant in announcements or publications, including any press release, should identify the donor as "Wells Fargo," and should be coordinated with, and approved prior to use (which approval will not be unreasonably withheld) by Wells Fargo. Grantee will use its best efforts to cooperate with the internal review and approval requirements of Wells Fargo for any public announcements or publications, and will comply with Wells Fargo's naming, logo, trademark, service mark and branding standards in effect from time to time.

D. Administration of Grantee Programs and Indemnification. You hereby irrevocably and unconditionally agree, to the fullest extent permitted by law, to defend, indemnify and hold harmless Wells Fargo, its affiliates, officers, directors, trustees, employees and agents, from and against any and all claims, liabilities, losses and expenses (including reasonable attorneys' fees) directly, indirectly, wholly or partially arising from or in connection with any act or omission of you or any of your employees or agents, in applying for or accepting the grant, in expending or applying the funds furnished pursuant to the grant or in carrying out the Grantee Programs.

E. No Warranty of Future Grants. Wells Fargo makes no express or implied representations or warranties as to the availability or award of any future grants. Future funding consideration is contingent upon you meeting all of the terms and conditions of these Terms and Conditions.

F. Return of Funds. Wells Fargo reserves the right to require a total or partial refund of any Grant Funds if, in Wells Fargo sole discretion, such action is necessary (i) because you have not fully complied with these Terms and Conditions, (ii) to protect the purpose and objectives of Wells Fargo making this grant, or (iii) to comply with any law or regulation applicable to you, Wells Fargo, or the grant.

G. Basis for Non-Payment: Wells Fargo shall have no obligation to make a payment pursuant to these Terms and Conditions if, as of the scheduled payment date, it is Wells Fargo's determination that Grantee is in default under these Terms and Conditions, including any failure by Grantee to submit any requested reporting on the use of the Grant Funds. Wells Fargo shall not unreasonably refuse to make any payment required by these Terms and Conditions.

H. Fiscal Sponsorship. To the extent that Grantee acts as a fiscal sponsor in the course of administering the Grantee Programs, Grantee warrants that i) It has undertaken the proper legal, tax, documentation, and oversight procedures to ensure that the Grant Funds are being lawfully distributed and ii) the mission and charitable purpose of any organization receiving a portion of the Grant Funds, and the use by such organization of any such Grant Funds, is consistent with the charitable purpose of this Grant.

I.

Multiyear Payments (if applicable): To the extent Grantee was approved for a multi-year

grant payment schedule, Grantee acknowledges that each payment installment of the grant is

conditioned upon Wells Fargo's receipt of an Impact and Performance Report detailing the use

of the Grant Funds. Wells Fargo will periodically provide Grantee with a template of such

report, and will notify Grantee when such Impact and Performance Reports are requested and

due.

If you have any questions, please contact wffound@ prior to cashing your grant check.

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