INSTRUCTIONS FOR SUBMISSION & GRANT GUIDELINES I. GRANT PROGRAM DESCRIPTION

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1 Marketing Matching Grant Program

2 A. Overview INSTRUCTIONS FOR SUBMISSION & GRANT GUIDELINES I. GRANT PROGRAM DESCRIPTION As a result of Houston First Corporation s strategic alignment with the Greater Houston Convention and Visitors Bureau, HFC is actively looking to develop partnerships with attractions, the hospitality industry, and destination marketing organizations to promote leisure tourism to the Greater Houston area as well as the surrounding counties in southeast Texas. HFC has developed a strategic tourism plan that contains a new focus on leisure tourism, regionalism, and on marketing partnerships. The plan recommends cooperative marketing programs, increased partnerships horizontally across stakeholders in the tourism industry, a commitment to actively market the region s assets to the leisure tourist, themed promotions, and advertising and PR aimed at niche audiences that are forecast to grow and be attracted to the Greater Houston region. In addition to its own marketing program, HFC is proud to announce a Matching Grant Program that will assist partnering organizations to launch new and innovative marketing campaigns that they might otherwise not be able to accomplish on their own. This grant is geared toward the creation of partnerships among tourism industry players and thus offers a unique opportunity heretofore unavailable in the region. B. Benefits of Applying The Matching Grant Program provides applicants with a unique opportunity to: Access significant grant dollars to be used for leisure tourism marketing Develop marketing partnerships that can benefit you and your partners Extend marketing plans to additional audiences, to wider geographic areas, etc., beyond what would be possible with a single organization s marketing budget Enhance your organization s ability to attract leisure visitors as a result of the expanded offerings created by the marketing partnership Create packages that are attractive to your tourism audience Play a significant role in the region s new commitment to leisure tourism 2

3 C. Objectives of the Matching Grant Program are to: Increase tourism revenues and economic benefit through unique and effective marketing opportunities Increase out-of-market visitation by strengthening the region s image as a competitive, attractive, culturally-rich and diverse destination Leverage limited marketing dollars, resulting in increased visitor attendance, spending, revenue, and jobs Combine HFC resources (financial and technical) with those of tourism partners to extend and amplify the region s collective marketing efforts Encourage the development of innovative and active tourism marketing programs by attractions, the hospitality industry, and the corporate community Promote collaborations within and across sectors of the tourism industry Encourage creativity and projects beyond the scope of what is normally offered Support projects that reach targeted niche markets Contribute to the development and improvement of local communities through enhancement, expansion, and promotion of the leisure tourism industry D. Summary of Grant Application Process Those interested in applying should read the following submission guidelines carefully to determine eligibility and be clear on the responsibility of grant applicants. HFC encourages organizations to be creative in conceiving new marketing initiatives and then determine which entities in the tourism industry (hotels, restaurants, DMOs, historical sites, museums, recreational facilities, etc.) would be best suited as partners. Together the applying organizations will create a marketing plan with a detailed budget and indicate their intention to apply by pre-registering online. After approval to submit an application is obtained, the team is welcome to call or the HFC administrative contact person with any questions and is encouraged to attend a pre-application meeting to clarify the process and necessary documents. The application for the grant will be online and will include a budget portion, and available uplinks for letters of commitment and other documentation. The Matching Grant Program will launch in September, 2015 with registration and submission of applications in November, and decisions by HFC in December. Grant winners are expected to sign a letter of agreement, attend a public event, begin planning of their programs early in 2016 and execute their programs during

4 Documents referenced in these instructions are available on the Visit Houston website at A. Funding Availability II. FUNDING AND SUPPORT PROVIDED HFC has dedicated $250,000 for investment in the Matching Grant Program during the 2016 cycle. An applicant may apply for only one grant per cycle in amounts of not less than $10,000 and not more than $25,000. HFC reserves the right to grant less than the requested amount. B. Matching Funds Applicants must match the amount of the awarded grant dollar-fordollar Up to 25% of the applicant s match may be in-kind, subject to the exclusions listed below Special consideration will be given to applications that request less than a 1:1 match C. Disbursement of Funds The Matching Grant Program is intended as reimbursement for documented costs incurred. Grant winners will be required to submit a report detailing all program expenses incurred. HFC will reimburse the partnering teams promptly (not to exceed the grant amount awarded) upon submission of the appropriate documentation. D. Support Provided by HFC in Addition to Funding Project listing on HFC s web site Project listing in HFC press releases and other marketing materials Link to HFC and Visit Houston websites A. Eligible Applicants III. ELIGIBILITY Location: Organizations located in the Houston-The Woodlands-Sugar Land MSA including the city of Houston, the city of Galveston, and twelve counties including Harris, Austin, Brazoria, Chambers, Fayette, Fort Bend, Galveston, Jefferson, Liberty, Matagorda, Montgomery and Washington Two or More Entities: A partnership of two or more organizations with a 4

5 significant interest in the promotion of a tourist destination, attraction, or event in a defined region. Projects involving three or more partners demonstrating strong collaboration will be looked upon favorably Type: Businesses and non-profits; at least one non-profit partner, DMO or governmental tourism partner in each proposed project Eligibility is defined as a group of multiple communities and organizations (city partnering with an attraction, a CVB partnering with a hotel and an attraction, attractions partnering with a transportation entity, etc.) Participants may be large or small and their partnerships may be based upon geographic similarities, traveler behaviors, cultural identities, program themes, infrastructure links, etc. It is important to note that the concept of region is not necessarily confined to a county. Applicants are encouraged to demonstrate strong alliances through collaboration with other partners and other communities B. Eligible Projects Itinerary-based projects that link existing destinations/attractions based on a common theme Events that generate large, out-of-market visitation Niche offerings aimed at important markets Programming during traditionally slow tourism periods Projects that showcase the image of the region and provide significant exposure of its assets Preferably targeted to visitors traveling more than 150 miles to attend an event or activity C. Potential Uses for Matching Grants Matching grant funds can be used in a variety of ways and can be used exclusively for a single marketing project or used in combination with other efforts in a full marketing campaign. Listed below are some potential uses for the grant funds. Applicants are not limited to these activities but there are certain expenditures (also listed below) that are not eligible for HFC matching grant funds. 1. Eligible Use of Funds Public relations Paid advertising production and placement (for recognized and audited out-of-region media) Social media campaign Web site development/enhancement and/or search engine optimizing 5

6 Web-based marketing Video/CD-Rom/DVD production Printing and mailing costs for collateral materials including guides, directories and direct mail campaign Promotional activities International marketing opportunities Special marketing opportunities (Familiarization [ FAM ] tours) 2. Ineligible Use of Funds Capital investments Asset development/product enhancement Salary support, personnel costs Strategic plan development Lobbying Funding of existing marketing program Tradeshow registration fees and booth rentals/educational conferences, membership dues Travel costs (food, lodging, entertainment) Database development Market research to identify target markets Outdoor advertising and other unaudited media Facility rental/insurance Purchase or rental of equipment or supplies Food or alcoholic beverages Items for resale Operating costs (including web hosting and domain registration) Wayfinding (signage, maps, trails) D. Time Period for Projects Under the Grant Program The marketing project must be completed within twelve months of the award announcement. 6

7 IV. MATCHING GRANT PROGRAM TIMETABLE September 10, Official announcement of the Matching Grant Program at the HFC Tourism Summit September 11, Application posted on Visit Houston web site September 14, Online registration showing intent to submit an application begins. Inquiries answered by phone/ and explanatory meetings Beginning October 1, 2015 (for six weeks) - Application submission begins online October 15, Online registration ends November 12, Deadline for submission of application November 12, HFC Working Group reviews applications and advises those that need more information November 24, Final applications reviewed by Working Group and finalists selected December 1, Finalists go to HFC Board Tourism Committee December 15, Decision date followed by notification to successful applicants December 21, Letters of Agreement issued to awardees January 8, Fully executed Letters of Agreement from awardees due to HFC January 15, Award event to announce grant recipients publicly January 16, 2016-December 31, Time period for implementation of awarded project June 10, Awardees meet to assess matching grant program and file interim reports 7

8 V. APPLICATIONS A. Submission Guidelines Only online applications will be accepted. Detailed instructions for registering and using the online grant system should be reviewed prior to beginning your grant application. All support materials will be uploaded into the online system. No hard copies of the application or support materials will be accepted Each applicant is limited to one grant project per Matching Grant Program cycle Definition of a visitor is someone traveling more than 150 miles to attend an event or activity Letters of support are strongly suggested Applicants may be awarded matching grants less than the amount requested Project activities may not begin until the Letter of Agreement has been executed and signed by HFC B. Process Potential applicants register online to express intent to submit Applicants may attend pre-submission meeting or call with inquiries Applicants complete and submit online application Initial Working Group reviews applications and notifies applicants if they need to submit additional information or if they do not meet the program criteria. Working Group assesses applications and sends recommended finalists to the HFC Board Tourism Committee Awardees are chosen Awardees are notified Awardees are issued Letter of Agreement Awardees complete Letter of Agreement and submit to HFC Awardees attend an announcement event C. Checklist for Applicants Registration - Intent to submit application Application Form including Project Budget (online form) Letters of Commitment from each partner ( ed as exhibit) Marketing Plan ( ed as exhibit) 8

9 D. Application Form Includes items such as: Organization name, address, phone, , web site address Primary contact person for the project and individual responsible for implementing the program (including names, titles, phone numbers and addresses) List of project collaborators with contact information Summary of proposed project including a description of how the project will help increase visitation to and enhance the image of the applicant/region Tax ID numbers Beginning and ending date of the event/project being marketed Project budget Total amount requested from HFC Description of funding (both dollar amount and in-kind as appropriate) being supplied by grant applicant E. Exhibits Marketing Plan. Please include the following in your plan: 1. Narrative describing the program 2. Description of the proposed partnership and the role of each partner 3. Description of the product covered by the plan with background information on why the product is defined the way it is (i.e. geographic similarities, traveler behaviors, cultural identities, common themed promotions, infrastructure links, etc.) 4. Program goals 5. Program objectives 6. Specific tactics proposed to execute the plan 7. Detailed timeline 8. Measurement criteria. How the program will be tracked for effectiveness Letters of Commitment from applicant partners (highly recommended but not mandatory) Evidence of 501(c) status for not-for-profit applicants 9

10 VI. PROGRAM ADMINISTRATIVE CONTACT The administrative contact for the Matching Grant Program is Gail Benyacine. She can be reached during business hours at or by at A. Completeness of Application VII. EVALUATION CRITERIA Only complete online applications will be considered. B. Award Criteria Applications will be reviewed with consideration given especially toward those that show: Potential to attract a significant number of visitors from outside the region (i.e. preferably visitors traveling from more than 150 miles away) High level of innovation in programming and partnerships Strong marketing plan Track record in producing high quality and effective marketing materials Evidence of ongoing commitment to a professional marketing program Consistency with HFC s leisure tourism marketing/advertising efforts C. Point System Points are awarded for: Program description (completeness, creativity, innovation) - 25 Experience and financial ability of partners to carry out marketing plan - 25 Target audience(s) being served and specific call to action in marketing plan - 15 Marketing message, completeness of marketing plan, and how well the program supports the HFC s marketing initiatives - 25 Evidence of strong performance measures - 10 Total: 100 Incentive points will be awarded to: Partnering with additional organizations (i.e. more than two partners applying for the same grant) - 5 Multiple site visitation being solicited

11 Applicant requesting less than 50% of the matching dollar amount - 5 Projects that include a hotel package - 5 Total: 20 Therefore, including the incentive points, the total score possible is 120 points. D. Review of Application Process All submitted applications will be first reviewed by HFC staff ( Working Group ) to determine whether all of the required information has been submitted. The Working Group will then assess the applications using the point system described above. Final decision to award is made by the HFC Board Tourism Committee. E. Notice to awardees Grant winners will be notified by to the contact(s) listed on the award application. F. Grant Letter Agreement Terms and Conditions include the following: Program must be completed by December 31, 2016 Final version of marketing plan including budget must be submitted as an exhibit as part of the executed agreement. Letter of Agreement will not be considered complete without such documentation A. Responsibilities VIII. GRANTEE OBLIGATIONS Sign Letter of Agreement binding the organization(s) to the terms and conditions set forth in the funding guidelines, project proposal and grant contract Hot link project on their web sites to Visit Houston web site Be available for press/award event to announce grant winners Obtain approval for media plan and advertising Obtain approval for materials produced in the course of the marketing project Provide materials (photos, video, logos, etc.) for HFC to use in its regional outreach campaign Provide advertising and recognition opportunities for HFC s marketing 11

12 efforts Provide tickets to events/exhibits (if appropriate) for VIPs who are determined by HFC List HFC as a co-sponsor on all printed and electronic materials. HFC participation must be included on all promotional coverage, with HFC logo Participate in periodic reviews of program s progress Submit final report to HFC within 60 days after the conclusion of the marketing project, including copies of all promotional materials created and distributed Provide HFC with electronic and hard copy of leads generated from the project Assess/comment on the matching grants program at the end of the project period B. Reports Due to HFC within 60 days after end of program completion Must detail the results of the project along with all advertisements, articles, and collateral materials supported or created as a result of the grant IX. BACKGROUND, GOALS AND OBJECTIVES A. Purpose of the Matching Grant Program is to: Increase visitation to region by showcasing depth, diversity and accessibility of the region s tourism offerings Encourage and stimulate marketing partnerships and collaboration that will be beneficial to the partners and consistent and supportive of the overall HFC tourism enhancement efforts Stimulate new tourism marketing efforts through the creation of tourism partnerships which will extend and complement HFC s marketing campaign Gain recognition and support for the new HFC tourism department and regional tourism effort B. HFC s Strategic Tourism Plan Purpose and Goals HFC s strategic tourism plan for leisure tourism is designed to boost leisure tourism to Houston and the surrounding region. This region possesses a wide variety of quality tourist attractions that are both abundant and competitive. However, despite the fact that there is 12

13 a great deal to see and do in the region, the area is not top of mind for tourists. There is little awareness by prospective tourists of what the region has to offer vacationers. HFC s tourism strategic plan concludes that making leisure tourism more of a priority, expanding the promotion of leisure tourism, continuing to enhance the area s attractions and tourism infrastructure, and increasing the quality of visitor experience can provide an extraordinary opportunity for increased tax revenues, further diversification of the local economy, and improved media coverage and word-of-mouth references regarding Houston and the region as a vacation destination. A recently completed Tourism Economic Impact Study conducted in conjunction with the tourism strategic plan revealed that the region currently attracts a significant amount of tourism activity. In 2014, it received $17.2 billion in visitor spending, generated $1 billion in state and local tax revenues, and supported 135,000 jobs - approximately one out of every 23 jobs in the region and this does not even count spillover economic activity that supports jobs in a wide range of related industries such as food, retail, and transportation. This indirect spending also generates millions more per year in state and local tax revenues. Despite the important contribution tourism makes to the region, the area does not attract tourists to the degree of many of its competitive destinations. There is considerable room for improvement and initiatives such as this Matching Grant Program are being instituted as a way for the local tourism community to work together. Goals of the Tourism Strategic Plan are to: Ensure that tourism is a major contributor to the area s economic growth and prosperity Enhance the area s quality of life Improve Houston and the region s overall image nationally and internationally Recommendations made in the Tourism Strategic Plan that HFC will be implementing include: Make a commitment to leisure tourism product development and marketing in the region Encourage regional tourism Develop packages Build upon current efforts regarding niche markets such as millennials, seniors, adventure travelers, cruise passengers, medical tourists, and 13

14 LGBT tourists, etc. Build upon current efforts regarding growing International markets Develop themed promotions Provide funding for more aggressive marketing Forge partnerships within the tourism industry for collective involvement, commitment, and impact Focus on the area s culture, tradition, and sense of place Make the region more accessible to tourists Individual destinations are more successful when they work together as a region because it provides a wider variety of attractions, extended stays, and expands marketing potential. It is HFC s objective to help the tourism community work together, form partnerships, and embrace the fact that the area s tourism is poised for greatness. 14

15 PRE-REGISTRATION FORM Organization/Company Information Lead Organization/Company name: Mailing Address: City: State: Zip Code: Lead Organization/Company Website: Status: Non-Profit Corporate Government Other Applicant Information Primary Contact Person for the Project: Title: Telephone: Partner Organization (s) First Partner Organization/Company name: Mailing Address: City: State: Zip Code: Partner Organization/Company Website: Status: Non-Profit Corporate Government Other Second Partner Organization/Company name: Mailing Address: City: State: Zip Code: Partner Organization/Company Website: Status: Non-Profit Corporate Government Other Project Information Project Title: Project Beginning Date: Project End Date: Project Statement/Description 1. Provide statement/description of the proposed project, how it will increase visitation and enhance tourism in the region. (Not to exceed 250 words) 15

16 APPLICATION FORM Organization/Company Information Lead Organization/Company name: Mailing Address: City: State: Zip Code: Lead Organization/Company Website: Year Established: Tax ID# Status: Non-Profit Corporate Government Other (If Non-Profit attach 501(c) IRS letter) Number of Employees: Number of Volunteers: Applicant Information Primary Contact Person for the Project: Title: Telephone: Partner Organization (s) First Partner Organization/Company name: Mailing Address: City: State: Zip Code: Partner Organization/Company Website: Year Established: Tax ID# Status: Non-Profit Corporate Government Other (If Non-Profit attach 501(c) IRS letter) Number of Employees: Number of Volunteers: Second Partner Organization/Company name: Mailing Address: City: State: Zip Code: Partner Organization/Company Website: Year Established: Tax ID# Status: Non-Profit Corporate Government Other (If Non-Profit attach 501(c) IRS letter) Number of Employees: Number of Volunteers: Project Information Project Title: Project Beginning Date: Project End Date: 16

17 Project Proposal 1. Provide statement/description of the proposed project, how it will increase visitation and enhance tourism in the region. (Not to exceed 250 words) 2. Describe type and elements of marketing project (e.g. paid advertising production and placement, public relations, social media campaign, promotional activities, FAM tours, DVD production, etc.) Please list all elements that apply. 3. List attractions, events, tourism infrastructure facilities (hotels, restaurants, transportation) to be marketed within the program, and how the partners will collaborate. 17

18 4. List primary target markets and explain how these were selected (e.g. families with children under age 12 in large media markets such as Chicago, Cleveland, and Minneapolis.) 5. List 3 5 goals of the marketing project being proposed Goal 1 Goal 2 Goal 3 Goal 4 Goal 5 6. Cite opportunities the project provides for HFC to promote its regional image-building message to consumers (e.g. complementary program ads, banners, prominent logo placement, website linkage etc.) 7. Planned paid media schedule (as appropriate) (e.g. Vehicles TV, radio, print etc.; Timing week of..., etc; Comments off season, drive time, etc.; Size ¼ or ½ page, etc.) Vehicles Timing Comments/Size 18

19 8. For collateral materials, list distribution plan and timeline (e.g. press kit, DVD, rack card) Item Location/Market Quantity Timing 9. Detail the potential exposure /audience (e.g. Categories - TV advertising, radio advertising, print advertising, public relations, FAM Tour etc.) Category Number of People Reached 10. Explain how applicants will track exposure and/or measure success of the project, (e.g., percent of increase in attendance, number of room nights generated, results from visitor surveys, number of news articles placed, number of collateral materials produced and distributed, etc.) Houston First Corporation Grant Request Amount Requested: Will you accept less funding than requested? Yes No Budget (Note: total of income should match total of expenses) Income Cash In-kind Total Applicant Support HFC Grant Request Other Funding (sponsorship, ticket sales, fees, etc.) Subtotals 19

20 Expenses Total Amount Budgeted Amount Dates to Be Expended Media Buy Creative Services Advertising Production Collateral Production FAM Trips Accommodations and Fees Website Development/Enhancement Mailing Costs Other Other Other Subtotals EXHIBITS A. Letters of Commitment from all partners B. Marketing plan C. Planned paid media schedule Note: not necessary to include if already filled in under item 7. D. IRS determination letter for 501(c) partner organizations Agreement On behalf of the organizations/companies identified on this application, I certify that the information enter herein is true and accurate, and that the applicants meet the eligibility requirements for the Houston First Corporation Matching Grant Program as delineated in the Submission Guideline. Name Date Title 20

21 MATCHING GRANT PROGRAM AGREEMENT This Matching Grant Program Agreement ( Agreement ) is entered into as of the Effective Date by and between Houston First Corporation, a Texas local government corporation ( HFC ) whose address is 1001 Avenida de las Americas, Houston, Texas 77010, and Grantee, whose full legal name and address for notice are defined below ( Grantee ). ARTICLE 1: DEFINITIONS The following terms used in this Agreement shall have the meanings defined or referenced below: Grant Amount shall mean the following amount: $. Grant Documents shall mean this Agreement, the Matching Grant Program Application Form, and the Instructions for Submission and Grant Guidelines. Grantee shall mean the following entity: whose address for notice is. Project shall mean the following activity or event, being described more particularly by Grantee in the Application Form:. Project Completion Date shall mean:. (Depending on the nature of the Project, such date represents either the last calendar day of organized activities for an event-specific Project or, in the case of a continuing Project, a post-activation date agreed to mutually by the parties.) ARTICLE 2: CONDITIONAL GRANT 2.1 Subject to the terms and conditions of this Agreement, HFC hereby grants to Grantee and Grantee accepts from HFC a conditional grant in support of the Project equal to the Grant Amount. 2.2 Grantee acknowledges that amounts disbursed to or on behalf of Grantee pursuant to this Agreement shall be exclusively for reimbursement of eligible Project costs incurred in accordance with the Grant Documents. 2.3 Within 45 calendar days after the Project Completion Date, Grantee shall apply to HFC for a final disbursement of the Grant Amount, less any advance disbursements. Such final disbursement request must be submitted on Grantee s letterhead, signed by an authorized representative of Grantee, include an itemized statement of eligible Project costs, and contain 21

22 supporting or back-up documentation for all amounts shown on the request. HFC shall disburse the Grant Amount to Grantee within 30 calendar days of approval of such final disbursement request. 2.4 If any line items in the final disbursement request submitted by Grantee are disputed by HFC for any reason, including lack of supporting documentation, then HFC shall temporarily delete the disputed item and disburse the approved portion of the Grant Amount; provided, however, that HFC shall promptly notify Grantee of the dispute and request clarification or remedial action, as appropriate. If such dispute is settled to the satisfaction of HFC within 30 calendar days of notice to Grantee, then HFC agrees to disburse such amount promptly. 2.5 If for any reason the sum of Grantee s Project expenses is less than the Grant Amount, then Grantee acknowledges, notwithstanding any provision in the Grant Documents to the contrary, that HFC shall have no obligation to disburse any remaining unpaid portion of the Grant Amount. 2.6 HFC s obligation to make any disbursements of the Grant Amount is and shall be subject at all times to satisfaction by Grantee of each of the following conditions precedent: (a) Grantee shall have delivered to HFC all documents, receipts, invoices, instruments, forms of evidence, or other materials requested by HFC under the terms and conditions of this Agreement, including any of the other Grant Documents; (b) HFC shall have reviewed and approved or accepted the other documents related to the Project and any such document not completed in all respects shall have been completed to the satisfaction of HFC; and (c) Grantee is not in default under the terms of this Agreement, and there exists no event, omission or failure of condition which, after notice or lapse of time, or both, would constitute a default. ARTICLE 3: REPRESENTATIONS AND WARRANTIES 3.1 As a material inducement to HFC s entry into this Agreement, Grantee represents and warrants to HFC that, as of the Effective Date and continuing thereafter: (a) Grantee is in compliance with all laws and regulations applicable to its organization, existence and transaction of business, and has all necessary rights and powers to undertake and develop the Project as contemplated under the Grant Documents; 22

23 (b) Grantee is authorized to execute, deliver and perform its obligations under the Grant Documents, and such obligations shall be valid and binding obligations of Grantee; (c) Grantee has or shall obtain when required, and at all times shall have obtained, all permits, licenses, exemptions, and approvals necessary to undertake and develop the Project as contemplated under the Grant Documents; (d) Except as disclosed to HFC in writing, there are no claims, actions, suits, or proceedings pending, or to Grantee s knowledge threatened, against Grantee or affecting the Project; (e) To the best of Grantee s knowledge, all reports, documents, instruments, information and forms of evidence delivered to HFC concerning the Grant Amount or required under the Grant Documents are accurate, correct and sufficiently complete to give HFC true and accurate knowledge of their subject matter, and do not contain any misrepresentation or omission; and (f) Grantee has timely collected and remitted any sales or other taxes due in connection with the Project; submitted and applicable exemption forms, and has no knowledge of any basis for any additional payment with respect to any such taxes and assessments. ARTICLE 4: RELEASE AND INDEMNIFICATION 4.1 GRANTEE AGREES TO AND SHALL RELEASE HFC, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS, AND ASSIGNS FROM ALL LIABILITY FOR INJURY, DEATH, DAMAGE, OR LOSS TO PERSONS OR PROPERTY SUSTAINED IN CONNECTION WITH OR INCIDENTAL TO PERFORMANCE BY GRANTEE, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, SUBCONTRACTORS, SPONSORS, OR PARTNERS UNDER THIS AGREEMENT. 4.2 GRANTEE AGREES TO AND SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS HFC, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY INDEMNITEES ) FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, LIABILITIES, CLAIMS, ACTIONS, JUDGMENTS, COURT COSTS, AND LEGAL OR OTHER EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS FEES), EXCEPT ARISING SOLELY FROM THE INDEMNITEES SOLE NEGLIGENCE OR WILLFUL MISCONDUCT, WHICH 23

24 THE INDEMNITEES MAY INCUR AS A DIRECT OR INDIRECT CONSEQUENCE OF: THE PURPOSE TO WHICH GRANTEE APPLIES THE GRANT AMOUNT; FAILURE OF GRANTEE TO PERFORM ANY OBLIGATIONS AS AND WHEN REQUIRED BY THIS AGREEMENT OR ANY OF THE OTHER GRANT DOCUMENTS; ANY FAILURE AT ANY TIME OF ANY OF GRANTEE S REPRESENTATIONS OR WARRANTIES TO BE TRUE AND CORRECT; OR ANY ACT OR OMISSION BY GRANTEE, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, SUBCONTRACTORS, SPONSORS, OR PARTNERS. GRANTEE SHALL IMMEDIATELY PAY TO HFC UPON DEMAND ANY AMOUNTS OWING UNDER THIS INDEMNITY. GRANTEE S DUTY AND OBLIGATIONS TO DEFEND, INDEMNIFY AND HOLD HARMLESS THE INDEMNITEES SHALL SURVIVE TERMINATION OR EXPIRATION OF THIS AGREEMENT. 4.3 NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, INTEREST OR LOST REVENUES, HOWSOEVER ARISING, WHETHER CHARACTERIZED IN NEGLIGENCE, TORT, CONTRACT, OR OTHER THEORY OF LIABILITY, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES. ARTICLE 5: DEFAULT AND TERMINATION 5.1 Grantee shall be in default under this Agreement if any of the following occur: (a) Grantee fails to perform or fulfill any term or condition of this Agreement, including the other Grant Documents; (b) Any representation or warranty made by Grantee, or anyone acting on its behalf, is determined to have been false or incorrect in any material respect when made; (c) The Project is altered in any material manner or to an extent such that it no longer meets the eligibility requirements set forth in the Grant Documents; (d) Grantee fails to comply with any law applicable to the Project or this Agreement; (e) Grantee reorganizes, merges, consolidates, or otherwise changes its ownership or tax-exempt status in violation of the Grant Documents 24

25 without the prior written consent of HFC; or (f) Grantee assigns, sublets or transfers any interest in this Agreement without the prior written consent of HFC. 5.2 If Grantee is in default, then HFC shall have the right to terminate this Agreement upon notice to Grantee, in addition to any and all rights available at law or in equity. 5.3 HFC may terminate this Agreement at any time by giving 30 calendar days written notice to Grantee. HFC s right to terminate this Agreement for convenience is cumulative of all rights and remedies which exist now or in the future. ARTICLE 6: MISCELLANEOUS PROVISIONS 6.1 Force Majeure. Timely performance by both parties is essential to this Agreement. However, neither party will be liable for delays or other failures to perform its obligations under this Agreement to the extent the delay or failure is caused by Force Majeure. For purposes of this Agreement, Force Majeure means fires, floods, explosions, and other acts of God, war, terrorist acts, riots, court orders, and the acts of superior governmental or military authorities. The term Force Majeure does not include strikes, slowdowns or other labor disputes; changes in general economic conditions, such as inflation, interest rates, economic downturn, or other factors of general application; or an event that merely makes performance more difficult, expensive or impractical. This relief is not applicable unless the affected party uses due diligence to remove the Force Majeure as quickly as possible; provides the other party with prompt written notice of the cause and its anticipated effect; and provides the other party with written notice describing the actual delay or non-performance incurred within 10 calendar days after the Force Majeure ceases. 6.2 Inspections and Audits. HFC and its designees shall have the right to examine and review Grantee s books, records and billing documents which are directly related to the Project or the use of the Grant Amount. Grantee shall maintain such books, records, and billing documents in accordance with generally accepted accounting principles, consistently applied, for at least two years after the Project Completion Date. Nothing in this section shall affect the time for bringing a cause of action or the applicable statute of limitations. 6.3 Successors and Assigns. HFC and Grantee, respectively, bind themselves, their partners, successors, assigns and legal representatives to the other party to this Agreement with respect to all covenants of this Agreement. Grantee shall not assign, in law or otherwise, sublet or transfer any interest in this Agreement without the prior written consent of HFC. 25

26 6.4 Non-Waiver. Failure of either party hereto to insist on the strict performance of any of the agreements herein or to exercise any rights or remedies accruing hereunder upon default or failure of performance shall not be considered a waiver of the right to insist on and to enforce by any appropriate remedy, strict compliance with any other obligation hereunder or to exercise any right or remedy occurring as a result of any future default or failure of performance. 6.5 Notices. All notices required or permitted hereunder shall be in writing and shall be deemed received when actually received or, if earlier, on the third day following deposit with the United States Postal Service by registered or certified mail, return receipt (or electronic return receipt) requested, Federal Express, UPS, or any other national overnight express delivery service. The notice must be addressed to the party to whom the notice is given at its address set out in this Agreement or other address the receiving party has designated previously by proper notice to the sending party. Postage or delivery charges must be paid by the party giving the notice. 6.6 Survival. Grantee shall remain obligated to HFC under all clauses of this Agreement that expressly or by their nature extend beyond the expiration or termination of this Agreement. 6.7 Form of Documents. The form and substance of all reports, documents, instruments, and forms of evidence to be delivered to HFC under the terms of this Agreement and any of the other Grant Documents shall be subject to HFC approval and shall not be modified, superseded or terminated in any respect without the prior written approval of HFC. 6.8 Relationship of Parties. The relationship of Grantee and HFC is and shall remain solely that of a grantor and grantee and shall not be construed as a joint venture, equity venture, partnership, joint employer, or any other relationship. HFC neither undertakes nor assumes any liability, responsibility or duty to any third party with respect to Grantee or the Project. Grantee is not an agent of HFC and is not authorized to transact business, enter into agreements, or otherwise make commitments in the name of or on behalf of HFC. 6.9 Governing Law/Venue. The Agreement shall be governed by the laws of the State of Texas, without regard to any conflict of law provisions. Litigation in connection with this Agreement shall be in a court of competent jurisdiction in Harris County, Texas. 26

27 6.10 Extent of Agreement. This Agreement, including the other Grant Document and any exhibits which are made a part thereof, represents the entire and integrated agreement between HFC and Grantee and supersedes all prior negotiations, representations or agreements either written or oral. This Agreement may not be altered or amended except in writing executed on behalf of all of the parties. The parties hereto have caused this agreement to be duly executed, to be effective for all purposes as of the first date of the date of countersignature by HFC (the Effective Date ): ( Grantee ): By: Name: Title: Date: Houston First Corporation: By: Name: Dawn Ullrich Title: President & CEO Date: 27

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