234-22 Grant Agreement - TD.pdf

3 | P a g e by reason of any third party claim, action, suit, demand or investigation arising out of (a) Awardee’s acts or omissions related to the Project or the use of the Award Funds as well as the acts or omissions of any person claiming under Awardee; and (b) any breach, violation or nonperformance by Awardee or any person claiming under Awardee of any term, covenant or provision of this Award Agreement or any law, ordinance or governmental requirement of any kind. FINANCIALS ADF will disburse the Award funds in two payments. The first payment of $9,520.00 will be disbursed upon the return of an original signed Award Agreement, a completed W-9 form, and proof of insurance listing the Arbor Day Foundation as an additional insured. A final payment of $2,380.00 will be disbursed upon satisfactory completion of the project and receipt of a final project report. Funds paid to Awardee, shall be used exclusively for the TD Tree Days Tree Planting Project. This award is made for use until December 31, 2022. Awardee shall maintain records of expenditures of Award funds and make books, records, and personnel available to ADF and its agents as appropriate. Awardee agrees to cooperate with ADF with regard to any such monitoring or evaluation. Award funds and any interest earned thereon shall not be used: A. To carry on propaganda, or otherwise to attempt to influence legislation (within the meaning of section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”)); B. To participate or intervene in any political campaign on behalf of (or in opposition to) any candidate for public office (within the meaning of section 501(c)(3) of the Code); C. To make any awards to individuals or organizations (unless pre-approved in writing by ADF). D. No part of the Award funds shall be paid to any ADF official, and Awardee acknowledges that no gifts or services were or will be rendered to ADF or any ADF official in exchange for this Award. Notwithstanding anything stated herein, this Agreement shall terminate and all further disbursements or expenditures of the Award by Awardee shall cease if (i) any of the facts contained in Awardee's award proposal cease to be correct and accurate; (ii) if Awardee fails to perform any of the requirements of this Agreement; or (iii) TD Bank notifies ADF of its decision to indefinitely postpone the award, project and/or Event

correct and accurate; (ii) if Awardee fails to perform any of the requirements of this Agreement; or (iii) TD Bank notifies ADF of its decision to indefinitely postpone the award, project and/or Event Date. In such event, Awardee shall immediately return any unexpended portion of the Award to ADF, and ADF shall have no obligation to disburse any additional amounts payable under the Award, regardless of any claimed adverse effect on the programs or operations of the Awardee. EXECUTION During the award period, the Awardee will achieve the following outcomes with regards to your TD Tree Days Planting Project: A. Develop and adhere to a project timeline, culminating in a planting on 10/20/2022. B. Provide regular updates for communication with ADF staff and partners as applicable C. Plant and maintain a minimum of 34 trees. D. Obtain all necessary permits and permissions for the Project, including securing and long-term space maintenance plans, insurance and legal land use zoning and permits. E. Manage and educate approximately 30 volunteers on tree planting, care, and maintenance best practices F. Allow for participation by TD Bank employees in the planting event.DocuSign Envelope ID: 5B24BA2A-013A-452D-9136-E5C7DA847D8A