INTRODUCTION:
The Home Depot RETOOL YOUR SCHOOl Grant Program (“Program”) is designed by Home Depot U.S.A., Inc. (“Sponsor”), to encourage and recognize innovative projects (“Projects”) that contribute to the campuses of Historically Black Colleges and Universities (“HBCUs”). HBCUs (“Respondents”) are invited to submit proposals for Projects (“Proposals”) in accordance with the requirements set forth below. Campus improvement awards (“Grants”) will be awarded to Respondents (“Grantees”) on or about May 4, 2012. One (1) Grant of $50,000 USD will be awarded for a Tier I Project; one (1) Grant of $25,000 USD will be awarded for a Campus Pride Project and eleven (11) Grantsof $10,000 USD each will be awarded for Tier II Projects. All award Grantees will execute their Projects during the period beginning June 15, 2012, and ending January 31, 2012.

ELIGIBILITY:
To be eligible, Respondents must meet the following criteria at the time of registration: (a) Have official HBCU status, as determined by the U.S. Department of Education, and (b) have a tax identification number. Void where prohibited. Respondents must have access to the Internet and a valid email address in order to participate.

PROPOSAL SUBMISSION INSTRUCTIONS:
(a) IMPORTANT NOTICE: ALL TIMES PROVIDED IN THESE RULES ARE EASTERN STANDARD TIMES IN THE U.S.A. RESPONDENTS ARE RESPONSIBLE FOR DETERMINING THE CORRESPONDING TIME ZONE IN THEIR RESPECTIVE JURISDICTIONS. (b) In order to participate, an authorized representative designated by the HBCU administration must first go to www.retoolyourschool.com (“Site”) and follow the instructions to complete the Letter of Intent (“LOI”) questionnaire, including, without limitation, providing a brief description of each Tier I, Campus Pride and Tier II Project for which Respondent seeks funding. LOIs may be submitted beginning January 17, 2012, at 12:00 a.m. (midnight) Eastern Standard Time (“EST”). Program registration and LOIs must be completed and received by February 7, 2012, at 11:59 p.m. EST. Respondents that fail to complete and submit the LOI by this deadline will not be eligible to submit a Proposal for the Grants. LOIs received after this deadline will be declined without review. (c) IMPORTANT NOTICE: RESPONDENTS ARE REQUIRED TO SUBMIT AN LOI AND PROPOSAL FOR THREE (3) PROJECTS — ONE TIER I PROJECT, ONE CAMPUS PRIDE PROJECT AND ONE TIER II PROJECT. ONLY ONE GRANT WILL BE AWARDED PER GRANTEE. THE GRANTEE AWARDED THE TIER I PROJECT GRANT WILL NOT BE ELIGIBLE TO RECEIVE A CAMPUS PRIDE OR TIER II PROJECT GRANT. (d) Respondents that complete and submit the LOI by the deadline will receive an email confirming that they are qualified to submit a Proposal within approximately ten (10) business days. To submit a Proposal for Tier I, Campus Pride and Tier II Projects, Respondents must follow the instructions described in the email. Proposals must include, without limitation, full descriptions for each of the Tier I, Campus Pride and Tier II Projects for which Respondent seeks funding and must contain all of the Proposal Requirements described in the following section of this page. Full Proposals must be received by March 5, 2012, at 11:59 p.m. EST. Proposals received after this deadline will be declined without review and will be ineligible to receive Grants. (e) The Sponsor’s clock is the official time clock of the Program. Proof of submission does not constitute proof of receipt.

PROPOSAL REQUIREMENTS:
All Proposals must be written in English. Each Proposal may be accompanied by up to two (2) images in JPEG format. Proposals must be the original work of the Respondent and may not have been previously published, released or distributed in any form, or may not have won any award. In addition, all Proposals must include the following:

(a) A detailed written description (750 words or less) of a proposed Tier I Project for your campus.

1) Project description should provide an explanation of how and why the Tier I Project will transform and benefit your HBCU campus. For example, the Tier I Project could be: replacing kitchen appliances, light fixtures or windows; refurbishing bathrooms, including plumbing and electrical work; painting exterior walls; replacing roof or HVAC systems; or professional grading of fields. The foregoing list is not exhaustive; Tier I Projects may transform and benefit the campus in another manner.

2) Project description should provide a budget for the Tier I Project, which includes, but is not limited to:

• Materials
• Labor
• Grants must be used for campus improvements that are positive, lasting and noticeable. Therefore, no more than 10% of the total funding can be allocated toward facility improvements(e.g., plumbing, HVAC, water heaters, etc.).
• Tier I Projects must be completed with a budget of no more than $50,000.

3) A timeline for the Tier I Project including proposed milestones marking 50%, 80% and 100% completion of the Tier I Project.

(b) A detailed written description (750 words or less) of a proposed Campus Pride Project for your campus that includes the following:

1) Project description that provides an explanation of how and why the Campus Pride Project will transform and benefit your HBCU campus. For example, the Campus Pride Project could be: replacing kitchen appliances, light fixtures or windows; refurbishing bathrooms, including plumbing and electrical work; painting exterior walls; replacing roof or HVAC systems; or professional grading of fields. The foregoing list is not exhaustive; the Campus Pride Project may transform and benefit the campus in another manner.

2) A budget for the Campus Pride Project, including but not limited to:

• Materials
• Labor
• Grants must be used for campus improvements that are positive, lasting, and noticeable. Therefore, no more than 10% of the total funding can be allocated toward facility improvements (e.g., plumbing, HVAC, water heaters, etc.).
• Campus Pride Projects must be completed with a budget of no more than $25,000.

3) A timeline for the Campus Pride Project, including proposed milestones marking 50%, 80% and 100% completion of the Campus Pride Project.

(c) A detailed written description (750 words or less) of a proposed Tier II Project for your campus that includes the following:

1) Project description that provides an explanation of how and why the Tier II Project will transform and benefit your HBCU campus. For example, the Tier II Project could be: planting trees and landscaping; constructing shelving, benches, arbors or shade structures; creating walkways out of natural materials like mulch or out of concrete/ patio stones; planting a butterfly garden; planting a vegetable garden to be harvested by the cafeteria or neighboring facilities; painting interior walls, doors, classroom trim, dormitories and community space; weatherizing buildings using caulk and insulation; replacing light bulbs with compact fluorescent light bulbs; or resodding of sports fields. The foregoing list is not exhaustive; the Tier II Project may transform and benefit the campus in another manner.

2) A budget for the Tier II Project, including but not limited to:

• Materials
• Grants must be used for campus improvements that are positive, lasting and noticeable. Therefore, no more than 10% of the total funding can be allocated toward facility improvements (e.g., plumbing, HVAC, water heaters)
• Tier II Projects must be completed with a budget of no more than $10,000

A timeline for the Tier II Project, including proposed milestones marking 50%, 80% and 100% completion of the Tier II Project.

ONLINE VOTING:
Respondents that complete the LOI by the applicable deadline will be entered into the online public voting process. Online voting will begin February 14, 2012, at 12:00 a.m. (midnight) EST and end April 10, 2012, at 11:59 p,m, EST (“Voting Period”). Visitors to the Site will have an opportunity to vote for their favorite Tier I Project, their favorite Tier II Project and their favorite Campus Pride Project. Visitors are encouraged to use the judging criteria described below. A Respondent’s Tier I Project “Voting Score” will be the total number of votes its Tier I Project received during the Voting Period. A Respondent’s Tier II Voting Score will be the total number of votes its Tier II Project received during the Voting Period. A Respondent’s Campus Pride Voting Score will be the total number of votes its Campus Pride Project received during the Voting Period. Scores are cumulative (i.e., they reflect all votes from the beginning of the Voting Period). Limit one vote per email, per day during the Voting Period. Any Respondent or individual who, at the sole discretion of Sponsor, abuses the voting process in any way, including, without limitation, mass voting, votes generated by a script or macro, use of automated devices or the use of multiple voter or email accounts or other fraudulent means, as determined by Sponsor, will be disqualified from the Program or from further voting and will have all their prior votes disqualified.

JUDGING CRITERIA:
Tier I and Tier II Projects. All Proposals will be judged by a panel of advisors (“Judges”) selected by Sponsor based on the following weighted criteria on a scale of 1 to 10, with “1” representing the lowest score and “10” the highest score: (a) relevance to the Proposal Requirements stated on page 10; (b) completeness of the Proposal; (c) ability to execute the Project within the budget of $50,000 or $10,000, as applicable; (d) ability of the Project to make lasting positive transformations on the campus that are noticeable; (e) use of sustainable, eco-friendly and/or energy saving materials, such as, but not limited to, energy-efficient lighting and windows, and water saving faucets and toilets; and (f) online Voting Score. Respondents will receive one Judge Score for each Tier I and Tier II Project. Tier I Projects will be evaluated against the pool of other Tier I Projects; Tier II Projects will be evaluated against the pool of other Tier II Projects. In the event of a tie, the tied Projects will be re-evaluated by the Judges. If your Tier I or Tier II Project Proposal is selected, you will be notified on or around May 4, 2012, by email, as provided on your Proposal. Campus Pride Project. The winning Proposal will be selected solely by the Respondent’s Voting Score. The Respondent with the highest Voting Score during the Voting Period will be notified on or around May 4, 2012, by email, as provided on their Proposal.

AWARD PROCEDURES:
One (1) Tier I Project Grant, one (1) Campus Pride Grant and eleven (11) Tier II Project Grants will be awarded according to the criteria detailed in section above. At Sponsor’s sole discretion, up to 10% of each grant shall be awarded by check or wire transfer, with the remainder to be awarded through the issuance of The Home Depot gift cards. Gift cards are only redeemable for products and services sold at The Home Depot stores. Sponsor reserves the right to award fewer Grants, or not to award any Grants, if, in their sole and absolute discretion, they do not receive a sufficient number of qualified Proposals. All Grantees may be required to execute a Grant Award Agreement, which will detail the terms and conditions of the Grant. ANY AND ALL TAXES ARE THE SOLE RESPONSIBILITY OF THE GRANTEE. All properly claimed prizes will be awarded.

CONDITIONS OF PARTICIPATION:
Limit one application per HBCU. Submission of a Proposal constitutes Respondent’s agreement to be bound by this Call for Proposals and by the decisions of the Judges and Sponsor, which are final and binding on all matters pertaining to this Program. Return of any Grant/Award notification may result in disqualification and selection of an alternate Grantee. Any potential Grantee who cannot be contacted within ten (10) days of first attempted notification may be disqualified and forfeit any Grant to which they may be entitled. Potential Grantees may be required to sign and return an Affidavit of Eligibility/Liability and where legally permissible, a Publicity Release, and any other applicable forms required by a taxing authority within fifteen (15) days following the date of first attempted notification. Failure to comply within this time period and any other conditions listed herein may result in disqualification and selection of an alternate Grantee. Acceptance of the Grant constitutes permission for, and Grantee’s consent to, Sponsor and its agencies to use the Grantee’s name, the Proposal, the school name and logo, and to take and use footage of the Project execution and Grantee’s campus (“Footage”) for advertising and promotional purposes without additional compensation, unless prohibited by law. Grantees may also be required to submit a written release from any persons appearing in such Footage. As a condition of participation, Grantees agree that they will make available representatives from their institution to participate in publicity and promotional activities and events and/or press conferences held within a reasonable timeframe after the completion of the Projects, including, but not limited to, taking part in a check presentation during half-time at Grantee’s home football game of Sponsor’s choice.

PROMOTION OF PARTICIPATION:
Respondents are permitted to promote their involvement in the Program; however, all such promotional and advertising materials must be approved in writing in advance by Sponsor. No Respondent or representative of any Respondent can take part (or agree to take part) in any media interviews or events, or issue any press releases or other announcements regarding participation in the Program without the prior consent of Sponsor. Grantees agree to distribute either direct mailings or email correspondence to Grantees’ alumni at Sponsor’s request, on Grantees’ letterhead or from Grantees’ email account, respectively, promoting and updating alumni on Grantee’s participation in the Program, provided, however, that Grantees agree to be designated as the official senders of such mailings. In the case of email distributions, Grantees shall comply with all applicable local, state and federal email marketing laws, including, but not limited to the Controlling the Assault of Non- Solicited Pornography And Marketing Act of 2003.

NO RECOURSE TO JUDICIAL OR OTHER PROCEDURES:
To the extent permitted by law, the rights to litigate, to seek injunctive relief or to make any other recourse to judicial or any other procedure in case of disputes or claims resulting from or in connection with this Program are hereby excluded, and each Respondent expressly waives any and all such rights. In the event that a court of competent jurisdiction finds the foregoing waiver unenforceable, Respondents hereby consent to jurisdiction and venue residing exclusively within the federal or state courts in the state of Georgia, and agree that any and all disputes, claims and causes of action arising out of or connected with this Program or any Grant shall be resolved individually, without resort to any form of class action. Respondents agree that all issues and questions concerning the construction, validity, interpretation and enforceability of the terms of this Call for Proposals, or the rights and obligations of Respondents and Sponsor in connection with this Program, shall be governed by, and construed in accordance with, the substantive laws of the State of Georgia, without regard to Georgia conflict of law principles. Under no circumstances will Respondents be permitted to obtain awards for, and Respondents hereby waive all rights to claim, punitive, incidental or consequential damages, or any other damages, including attorneys’ fees, and Respondents further waive all rights to have damages multiplied or increased.

WARRANTY, INDEMNITY AND LIABILITY:
By participating in the Program, Respondents agree to waive any right to claim any ambiguity or error in this Call for Proposals or the Program. Each Respondent certifies that its Proposal is original, that it has been authorized by the HBCU administration to apply to this Program, and that no law, rule, or regulation would prohibit the HBCU from accepting a grant under this Program from Sponsor. Each Respondent further agrees not to submit any Proposal that (a) infringes any third party proprietary, intellectual property, industrial property, personal rights, or other rights, including without limitation, copyright, trademark, patent, trade secret or confidentiality obligation; or (b) otherwise violates any applicable law, rule, or regulation. Each Respondent hereby releases and agrees to indemnify and hold harmless Sponsor and its parents, subsidiaries, affiliates, agents, directors, officers, employees and representatives, and assigns from and against any liability, claims, demands, losses, damages, injuries, costs and expenses of any kind arising from or in connection with, either directly or indirectly: (1) the awarding, acceptance, receipt, possession, use and/or misuse of any Grant awarded herein; (2) participation in the Program or any Program-related activities including, but not limited to, traveling to or from any Program related activity; and (3) any act, default, or omission of the Respondent and/or a breach of any agreement, representation, or warranty set forth herein. Sponsor is not responsible for any typographical or other error in the printing of this Call for Proposals, administration of the Program, or in the announcement of the Grants. Due to the unique nature and scope of this Program, Sponsor reserves the right to alter or modify this Call for Proposals at any time. Upon awarding a Grant to a Grantee, Sponsor will be deemed to have awarded the Grant to the Grantee with Grantee assuming full responsibility for the Grant and resulting campus improvement.

DISQUALIFICATION:
A Respondent may be prohibited from participating in this Program if, in Sponsor’s sole discretion, it reasonably believes that the Respondent has attempted to undermine the legitimate operation of this Program by cheating, deception or other unfair practices, or annoys, abuses, threatens or harasses any other Respondents, the Sponsor or associated agencies. Any false information provided within the context of the Program by any Respondent or noncompliance with this Call for Proposals or the like may result in the immediate disqualification of the Respondent from the Program.

INTERNET:
Sponsor is not responsible for electronic transmission errors resulting in omission, interruption, deletion, defect, delay in operations or transmission. Sponsor is not responsible for theft or destruction or unauthorized access to or alterations of Proposal materials, or for technical, network, telephone equipment, electronic, computer, hardware, or software malfunctions or limitations of any kind. Sponsor is not responsible for inaccurate transmissions of or failure to receive materials or Proposals on account of technical problems or traffic congestion on the Internet or at any website or any combination thereof, except to the extent that any death or personal injury is caused by the negligence of the Sponsor. If for any reason the Internet portion of the program is not capable of running as planned, including infection by computer virus, bugs, tampering, unauthorized intervention, fraud, technical failures, disruption or termination of the website for any reason or any other causes which corrupt or affect the administration, security, fairness, integrity, or proper conduct of this program, Sponsor reserves the right at its sole discretion to immediately cancel, terminate, modify or suspend the Program. Caution: Any attempt by a Respondent to deliberately damage any website or undermine the legitimate operation of the Program is a violation of criminal and civil laws and should such an attempt be made, Sponsor reserves the right to seek damages from any such Respondent to the fullest extent of the law.

MISCELLANEOUS CONDITIONS:
Sponsor reserves the right to modify these Rules at any time at its sole discretion. By participating in the Program, Respondents hereby agree that all information submitted will be subject to Sponsor’s Privacy Policy. [www.homedepot.com/privacy] By applying to the Program, Sponsor may collect Respondent’s name, address, phone number and e-mail address. We will use this information to administer Respondent’s participation in the Program. At the time you apply to the Program, we may ask Respondent’s permission to send you future marketing information from The Home Depot. We want to assure you that The Home Depot is dedicated to protecting your privacy. Respondent can contact The Home Depot or otherwise communicate their privacy concerns by:

• Calling us at 1-800-553-3199
• Faxing us at 1-877-496-9470
• E-mailing us at customercare@homedepot.com
• Accessing your registration information on our Sites
• Registering or changing your privacy
• Writing The Home Depot at the following address (please include your e-mail address and phone number with your correspondence along with the information needed to support your request):

  For Residents of the United States, Mexico and other countries:

  The Home Depot, Inc.
  Attention: Privacy Official
  Customer Care
  2455 Paces Ferry Road
  Atlanta, GA 30339-4024

SEVERABILITY:
If any provision(s) of this Call for Proposals are held to be invalid or unenforceable,all remaining provisions hereof will remain in full force and effect.

GRANTEES LIST:
To obtain a list of Grantees, send an email to staff@retoolyourschool.com after August 15, 2012; available for 60 days.

SPONSOR:
The Sponsor of this Program is The Home Depot U.S.A., Inc. with an address of 2455 Paces Ferry Road, Atlanta, GA 30339.