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Home My WebLink About474899 BLACKBAUD - CONTRACT - AGREEMENT MISC - BLACKBAUD2000 Daniel Island Drive Charleston, SC 29492-7541 Phone:800-443-9441 Fax:843-216-6111 September 21, 2011 AGREEMENT TO PURCHASE City of Fort Collins, The Gardens on Spring Creek 2145 Centre Ave. Fort Collins, CO 80526 Michelle Provaznik (970)221-6881 BUNDLES: Price Altru Pro for Arts and Cultural Soln-American Public Garden $14,500.00 Asso. - Contract Term (mo) 36 Bundles - Subtotal $14,500.00 SERVICES: Altru A&C - Applications Hosting $0.00 Services - Subtotal $0.00 SUBTOTAL: $14,500.00 LESS DISCOUNTS: 5 000.00 TOTAL COST: 00 Services The Services listed above are described in the Scope of Work attached hereto, and by signing the Agreement to Purchase you accept the terms contained in the Scope of Work. The Scope of Work is part of your agreement with Blackbaud. Training All credits for purchased training, with the exception of onsite BBNC training, will expire twelve (12) months from the date of purchase. Subscriptions PA-1M 4VrSSL)31Ee-r � `'tea gpP2ao2��>to•� ')NV The Hosting annual services are billed annually and based on an initial contract term comll fitment of 36 months. Although promotions and discounts listed on the ATP are valid for the initial contract term, these net rates are subject to inflationary increases at each annual renewal. A description of the services provided for our Hosting and Software as a Service solutions is available at http://www.blackbaud.com/files/maint/HostingSaaSDescription.pdf. Blackbaud will provide as part of this service, default storage space as outlined in the Hosting/SaaS Description for each application operated from the Blackbaud data center. Should client need to exceed this allocation for any of the applications operated by Blackbaud, additional space may be purchased in 5 GB increments for a fee of $1200 per annual period. The subscription charges listed on this Agreement to Purchase are for this purchase only. If you currently receive a subscription from Blackbaud, the above charges may be added to those and prorated to coincide with your 2010 Blackbaud Confidential atomaca a®aa¢mm�:m¢mmm�®cvm�mnamraamc®®raac�c® blackbaud" your passion > our purpose Blackbaud Professional Services Scope of Work FUNDRAISING SYSTEM CONSULTING SERVICES 1.1 Altru Consulting Services The goal of this project is to implement the Altru solution Project Coordination Blackbaud has found that the coordinated management of project activities and resources is critical to a project's success. For this reason, Blackbaud provides project coordination throughout all phases of the project lifecycle to coordinate and monitor project activities and resources. The Blackbaud Project Coordinator will be City of Fort Collins, The Garden of Spring Creek's primary contact for the project and is responsible for the coordination of resources assigned to the implementation. Working cooperatively with the City of Fort Collins, The Garden of Spring Creek's onsite Project Manager, the Blackbaud Project Coordinator will: Serve as the main point of contact for scheduling all consulting and training resources during the project. Coordinate and facilitate a kickoff call to discuss the project, project timeline and each of its parts. Coordinate with City of Fort Collins, The Garden of Spring Creek at each phase of the project to confirm next steps and completion of previous phase. Assist in troubleshooting with issues that pertain to the project plan and timeline. Develop a detailed Project Plan. Provide weekly/bi-weekly status calls including updates regarding the following: project plan updates, implementation milestones, and project hours billed to date. 1.1 Define and Plan The Define and Plan phase begins the important processes of bringing various team members together, establishing how the team will communicate, and laying the groundwork for the project. Remote Engagement Planning The consultant will complete the following specific tasks: • Hold a kickoff call to review the Scope of Work and the project implementation methodology. • Discuss City of Fort Collins, The Garden of Spring Creek's mission, strategies, and information needs related to implementing Altru. • Confirm that City of Fort Collins, The Garden of Spring Creek's hardware meets Altru hardware requirements. • Distribute a pre -consultation survey to gather valuable information for the project. • Confirm the agenda for the project work. • Collaborate with Project Coordinator to develop a project plan defining key roles, responsibilities, tasks, and deadlines that will guide the organization through the implementation process. BLACKBAL D PROFESSIONAL SERVICES > PROPRIETARY INFORMATION 09121/11 1 PAGE 1 Blackbaud Professional Services Scope of Work 1.2 Design During the Design phase, the project team will discuss the high-level business requirements defined in the previous phase and City of Fort Collins, The Garden of Spring Creek's standard business processes. Blackbaud and City of Fort Collins, The Garden of Spring Creek will work to complete the following specific tasks: • Delivery of end -user training to provide City of Fort Collins, The Garden of Spring Creek with the product knowledge necessary to complete conversion testing. • Review business process and design configuration sections of the pre -consultation survey with City of Fort Collins, The Garden of Spring Creek staff and discuss relevance to system use during deployment. 1.3 Build and Test The purpose of the Build and Test Phase is to test the system configuration discussed during the Design phase of the project. During the Build and Test phase, Blackbaud and City of Fort Collins, The Garden of Spring Creek teams will produce significant deliverables as defined in the Deliverables appendix. Blackbaud and the City of Fort Collins, The Garden of Spring Creek will work to complete the following: • Guidance on how to leverage City of Fort Collins, The Garden of Spring Creek's test environment to perform business process testing. Build of Deployment System • Constituent Management • Creating and updating constituent records • Creating relationships on constituent records • Managing constituent records of deceased individuals • Merging duplicate records • Maintaining constituent records • Creating constituent queries • Processing new online constituents • Managing tribute constituents • Entering and managing Committee Records • Entering and managing Group Records • Entering and managing Household records • Generating a specific output (query, report, export, etc.) • Membership Program Management • Setting up membership categories/hierarchy • Creating new memberships • Renewing lapsed memberships • Rejoining dropped memberships • Upgrading/Downgrading memberships • Dropping memberships • Printing membership cards • Managing membership renewal notices • Creating membership queries BLACKBAUD PROFESSIONAL SERVICES i PROPRIETARY INFORMATION 09121/11 1 PAGE 2 Blackbaud Professional Services Scope of Work • Managing online membership joins and renewals • Managing membership benefits • Analyzing membership reporting • Generating an additional output (query, report, export, etc.)Online membership sales • Monthly renewals Program Sales / Ticketing Management • Ticket Sales • Scheduled Programs • Pre -registered events • Ticket Set-up • Price Lists • Discounts • Fees • Membership transactions at Admissions • Touchscreen interface Group Sales / Facility Rentals Management • Reservation status and order balance tracking • Group itineraries and variable -level pricing • Resource assignment for group events Marketing / Communications Management • Mailing Overview • Entering and Managing Appeal Mailings • Communications and response tracking • Segmentation Fundraising Management • Managing Designation Hierarchys • Donation Revenue Processing and Acknowledgement • Entering Revenue • Generating acknowledgements and receipts • Adjusting gifts • Posting gifts to the general ledger • Creating gift queries • Processing online donations • Entering event registration fees • Entering tribute gifts • Generating acknowledgements for gifts • Generating a specific output (query, report, export, etc.)Revenue Designations • Tribute Giving • Online donations • Annual fund workflow • Development workspace Special events management • Creating special events • Setting up event logistics (pricing, expenses, tasks, and notes) • Managing event invitations • Managing online registrations • Manage on -site registrations BLACKBAUD PROFESSIONAL SERVICES i PROPRIETARY INFORMATION 09121/11 I PAGE 3 Blackbaud Professional Services Scope of Work • Event check -in and payment processing • Volunteers • Volunteer constituency code • Setting up Job records • Creating screening plans • Entering volunteer types • Creating volunteer trait types and skill levels • Online management • Branded page and shopping cart for online transactions • Merchandise • The Blackbaud consultant will work with the Retail Manager/Director to implement one department with its categories and up to 10 inventory items. • Reporting • Dashboard with easy view of progress, activity levels, and industry -driven KPIs • Account tracking by General Ledger code • Define account structure and mapping • System Security and Database Administration Managing security groups Managing users Managing attributes and code tables 1.4 Deliver and Support During the Deliver and Support phase, the system will be ready for final configuration, and City of Fort Collins, The Garden of Spring Creek can establish processes for its use. This phase also includes the activities required to formally close a project. 1.1.1 System Deployment The consultant will provide assistance to City of Fort Collins, The Garden of Spring Creek staff as they "go live" in Altru by being onsite as City of Fort Collins, The Garden of Spring Creek begins tickets sales to the public. 1.1.2 Post Deployment Follow up The consultant will work with City of Fort Collins, The Garden of Spring Creek either remotely or onsite approximately 4-8 weeks after "go live' to address design or process issues associated with box office management and Altru based upon earlier design or deployment decisions. 1.1.3 Project Closure The consultant will complete the following tasks for project wrap-up and closure: • Establish final configuration settings. • Support end users during initial use of the application to perform business critical processes. • Educate end users on support resources and processes, and transition the City of Fort Collins, The Garden of Spring Creek to Blackbaud Maintenance Support services. • Create an engagement summary document that contains the following information: • A list of key design decisions and implementation issues, challenges, or items of note SLACKBAUD PROFESSIONAL SERVICES ) PROPRIETARY INFORMATION 09/21/11 I PAGE 4 Blackbaud Professional Services Scope of Work • Recommendations for completion of system setup • Recommendations for improved use of system • Recommendations for future enhancements and growth opportunities • Hold a project wrap-up conference call. BLACKBAUD PROFESSIONAL SERVICES 1 PROPRIETARY INFORMATION 09121111 1 PAGES Blackbaud Professional Services Scope of Work 2 APPENDIX: OPERATING GUIDELINES AND ASSUMPTIONS 2.1 Change Orders Blackbaud will not perform services identified by either party as outside this Scope of Work without the following procedure: • The Blackbaud Consultant will provide a Change Order documenting the scope change; additional resources required; changes to the work plan, including due dates, if applicable; and additional estimated time and fees, if applicable. • Blackbaud will perform the additional services after receiving formal authorization. Formal authorization constitutes City of Fort Collins, The Garden of Spring Creek Project Manager's written acceptance of, and agreement to pay Blackbaud for, any additional services requested and set forth in the Change Order. Both City of Fort Collins, The Garden of Spring Creek and Blackbaud must properly execute the Change Order before any resources will be requested or assigned to the task(s) or any services will be performed. Any properly executed Change Order is subject to the terms of the Professional Services Agreement and this Scope of Work. 2.2 Expiration of Scope of Work If, (i) within one year of execution of the Scope of Work, City of Fort Collins, The Garden of Spring Creek has not scheduled any work to be performed, or (ii) if City of Fort Collins, The Garden of Spring Creek has scheduled work to be performed, but due to unavailability of City of Fort Collins, The Garden of Spring Creek such work has not commenced within six (6) months of being scheduled, the Scope of Work will be deemed to be terminated by City of Fort Collins, The Garden of Spring Creek and any fees paid by City of Fort Collins, The Garden of Spring Creek in connection with this Scope of Work shall be retained by Blackbaud and applied toward a cancellation fee. 2.3 Cancellation Policy Cancellations or postponements of a scheduled professional service may be made with no penalty if cancelled or postponed 20 or more business days before the start of the service. Cancellations or postponements of less than 20 business days follow the policy below: BLACNBAUD PROFESSIONAL SERVICES > PROPRIETARY INFORMATION 09121111 I PAGE 6 Blackbaud Professional Services Scope of Work Cancelled/ Postponed Percent of Scheduled Service Assessed 11-19 business days prior 25% 6-10 business days prior 50% 0-5 business days prior 100% 2.4 Assumptions Blackbaud assumes the following when performing the professional services described in this document: 1. If professional services are performed on -site, the Blackbaud representative will perform work during the days of Monday through Friday. 2. City of Fort Collins, The Garden of Spring Creek will ensure that the specialized expertise for the hardware platform, third -party database and network administration is available on an as -needed basis to support installation and on -going activities throughout the engagement. 3. If applicable, City of Fort Collins, The Garden of Spring Creek understands the detailed Blackbaud OnDemand system reouirements for the software application and database. 4. All written materials provided with this engagement supplement, but do not replace, the Blackbaud software documentation and are subject to the terms and conditions of the Professional Services Agreement and the Software License Agreement. Customer should consult the standard online user documentation for information regarding product processes, features, functions and requirements. BLACKBAUD PROFESSIONAL SERVICES > PROPRIETARY INFORMATION 09/21111 I PAGE 7 Blackbaud Professional Services Scope of Work 3 APPENDIX I: DELIVERABLES There are a number of deliverables that will be produced by both Blackbaud and City of Fort Collins, The Garden of Spring Creek during the life of the project. These deliverables help document the progress of the project as well as key decisions made regarding business and technical requirements, business processes, system workflows, configuration, and data mapping. 3.1 Deliverable Responsibility Responsibility for producing, delivering, and/or refining deliverables will vary, based on the deliverable in question. Ultimately, either Blackbaud or City of Fort Collins, The Garden of Spring Creek will be primarily responsible for the initial production, management and/or presentation of a deliverable. Deliverable responsibility will be further called out and assigned using the following standards: Re§ onsi6ilit" L p Y wry.. t" '' aW ., F e,.t� sl nment= f�Defimtion� t r. r i._ , Primary The party assigned primary responsibility for a deliverable is responsible for developing, producing or presenting the deliverable listed. Secondary The party assigned secondary responsibility for a deliverable will provide guidance and support in developing, roducin or presenting the deliverable listed. N/A Indicates that the identified party is not responsible for the delivery or development of the listed deliverable. 3.2 Define and Plan Phase � x>. ^ • `� i Deliverable x � ! ' ' ' "" �v�r� � '��J {''%,w � ��t't,« p,`«x ` 7 x 'A� „y4' i t�•ry�T yl `° �'' x u y : Descnptionr " Res orisibllit � �y,{P 5++'$ Y .• �� I Assl nment`` Y 9 yII e l' , City of Fort k Collins The z k2 Blackbaud Garden of Spnng L.`-..,Creek_. Project Plan A project plan will that identifies milestones, Primary Secondary tasks, durations, resources, and constraints will be developed for the project. Project black -out periods (holidays, staff vacations, special events, etc...) will also be considered when developing the project plan. Training Plan A training plan that includes training topics, Primary Secondary lesson objectives, and recommended attendees will be developed for the project. Onsite dates for training delivery will be guided by the project plan. Deployment Plan I Documents the Deliver & Support strategy and I Primary I Secondary BLACKBAUD PROFESSIONAL SERVICES > PROPRIETARY INFORMATION 09121/11 I PAGE 8 current maintenance renewal date. Future subscription periods will be billed annually and are renewable at your discretion. General Prices are valid until September 30, 2011. Full payment of invoice(s) is due upon receipt. A 14 day grace period will be honored before any calls are made to ensure that you have received your purchase and/or your invoice and that payment process has been initiated by City of Fort Collins, The Gardens on Spring Creek. City of Fort Collins, The Gardens on Spring Creek assumes all responsibility for travel costs, freight, taxes, duties and custom charges when applicable. No returns are permitted more than 30 days after the date of invoice. All permitted returns are subject to a 25% cancellation fee. Blackbaud is required to have a copy of the "State issued sales and use tax exemption certificate" for your organization on file in order to avoid charging sales tax on all or a portion of this purchase, depending on state law. If Blackbaud does not receive a copy of your exemption certificate by the time the invoice is generated, sales tax may be included. The individual signing below represents that he/she has the necessary authority to execute the Agreement on behalf of City of Fort Collins, The Gardens on Spring Creek, and that his/her signature is sufficient to make this Agreement the binding and enforceable obligation of such party. Blackbaud's Internet Solutions Acceptable Use Policy is available on our website at http://internet.blackbaud.com/eualaupolicy. If City of Fort Collins, The Gardens on Spring Creek uses Blackbaud Payment Services, City of Fort Collins, The Gardens on Spring Creek must agree and accept the then current terms located at: http://www.blackbaud.com/files/bbms/bbpstc.pdf. Client's storage and processing of credit cards and bank cards shall be subject to the then -current version of the Blackbaud Payment Services Addendum set forth at: httpl/www.blackbaud.com/files/bbms/bbpstc.pdf, which Client acknowledges it has reviewed and accepts. Not. PA`+n c�S �� ANti 4N•v � �•�. R EN �e� a `.� N F. rc-o 2� FrSca � 4�wtS SS.t7Ei><.�.r,�6.v i uPOI ' nn� uoa� >kvaavn✓z ca rs� .�c,c wa,os 37n+�cc*7 Gov�cs� � w rrcN (kaPQo vILL/!-T�� S S �NTt2��Y ,wv OrSC2F_�icJ�' Arty! Authorized Signature Blackbaud, Inc. - Authorized Signature Pn IZZ6 " Print Name 4Zss k- r-t v 4JAi lec.9<lLtr G12ai+� DaJe ATPID:491807 Page 2 of 2 Name Title Date Blackbaud Professional Services Scope of Work Responsibility Assignment Deliverable Description City of Fort Collins, The Blackbaud Garden of Spring Creek provides a deployment checklist and agenda. Pre -Consultation Blackbaud will provide City of Fort Collins, The Secondary Primary Survey Garden of Spring Creek with a pre -consultation survey that will be used for initial requirements gathering and to tailor the system to meet City of Fort Collins, The Garden of Spring Creek's needs. 3.3 Design Phase Responsibility Assignment Deliverable Description City of Fort Collins, The Blackbaud Garden of Spring Creek Design Review pre -consulting survey configuration Primary Secondary Consultation sections with City of Fort Collins, The Garden of Session Spring Creek to confirm proper preparations are being made forgo -live operations. 3.4 Deliver and Support Phase Responsibility Assignment Deliverable Description City of Fort Collins, The Blackbaud Garden of Spring Creek Onsite Deployment Blackbaud will be onsite for a maximum of ten Primary Secondary (10) business days to assist with go -live activities, including but not limited to: o Configuration of system roles o Configuration of application users o End user support during system entry o Code table entry o Membership program setup o Ticketing setup o Post -conversion data cleanup o Setup of standard reports BLACKBAUD PROFESSIONAL SERVICES i PROPRIETARY INFORMATION 09121111 I PAGE 9 Blackbaud Professional Services Scope of Work p Deliverable • Y Descnptlon ay r � E� Gartlen of Springs o Setup of mailings, including receipts, acknowledgements, and correspondence Engagement Summary Final summary documentation that summarizesI project accomplishments addresses future needs and identifies outstanding issues. Primary N/A BLACKBAUD PROFESSIONAL SERVICES i PROPRIETARY INFORMATION 09121111 1 PAGE 10 Blackbaud Professional Services Scope of Work 4 APPENDIX II: TRAINING 4.1 End User Training End User training will take place during the Deliver and Support phase and will train all users of Altru. The goal of the training is to train users according to their needs rather than to train everyone on the entire program. During the Design phase, Blackbaud and City of Fort Collins, The Garden of Spring Creek will begin to review the needs of the user community and develop a training agenda that will reflect those needs. The end user training will be conducted on a standard Blackbaud sample database (non -client data), and will be delivered by a Blackbaud trainer. Topics will be discussed prior to training. BLACKBALD PROFESSIONAL SERVICES 1 PROPRIETARY INFORMATION 09121111 I PAGE 11 Blackbaud Professional Services Scope of Work 5 APPENDIX IV: OPERATING GUIDELINES AND ASSUMPTIONS In addition to the key assumptions listed at the beginning of the Scope of Work, the following detailed assumptions were also taken into account to ensure a successful project implementation. 5.1 Operating Guidelines Throughout the project, Blackbaud and City of Fort Collins, The Garden of Spring Creek will abide by the following operating guidelines to help to ensure a successful implementation. Type Area Detailed Description General Scope of Work The Scope of Work serves as the guide for project activities and deliverables. In the case of a conflict between this Scope of Work and other deliverables, this Scope of Work shall prevail. General Scope of Work Written materials provided with this project do not replace the Blackbaud software documentation and are subject to the terms and conditions of the Professional Services Agreement (PSA) and the Service Level Agreement (SLA). City of Fort Collins, The Garden of Spring Creek should consult the standard online user documentation for information regarding product processes, features, functions, and requirements. General References Blackbaud's goal is to help implement a successful project for City of Fort Collins, The Garden of Spring Creek. At the appropriate time, Blackbaud invite City of Fort Collins, The Garden of Spring Creek serve as a refernce and share the organization's story with media, sales prospects and/or investors. General Approvals The primary City of Fort Collins, The Garden of Spring Creek contact is a full-time employee of the organization empowered to make decisions regarding ro'ect scope and timeline. General Working Days If professional services are performed onsite, the consultant will perform work during the days of Monday through Friday. General Resource Turnover Consistency of the project team is needed to meet project deadlines and budget. If City of Fort Collins, The Garden of Spring Creek or Blackbaud resource turnover occurs, adjustments to the project timelines and budget may be necessary. If the resource turnover occurs on the Blackbaud project team, City of Fort Collins, The Garden of Spring Creek will not incur additional costs for the transition to the new resource. General Collaboration Specific activities critical to the delivery of services require the input, review, and participation of City of Fort Collins, The Garden of Spring Creek's staff. This typically includes requirements gathering, design sessions, and day-to-day engagement tasks. The successful implementation of the project is dependent on interaction between key Blackbaud and City of Fort Collins, The BLACKBAUD PROFESSIONAL SERVICES > PROPRIETARY INFORMATION 09121111 1 PAGE 12 Blackbaud Professional Services Scope of Work Type Area Detailed Description Garden of Spring Creek project resources. City of Fort Collins, The Garden of Spring Creek will therefore make time available and provide the project team with access to key users and technical personnel in the organization. General Travel and City of Fort Collins, The Garden of Spring Creek will reimburse Expenses Blackbaud for all travel and living expenses incurred while providing these services, including, but not limited to, airfare, ground transportation, hotel, meals, and other miscellaneous travel expenses. The Blackbaud Travel Policy is available upon request. Project Billable Work The following activities are examples of billable work and have Management been factored into the estimate provided in this Scope of Work: • Project planning, managing, and status reporting • Designing, configuring, programming, and testing the solution • Meetings regarding the project • Producing required documentation is Phone time to discuss the project 5.2 Assumptions Blackbaud has based this Scope of Work on the following assumptions in order to help ensure a successful implementation. Type Area Detailed Description Technical Hardware City of Fort Collins, The Garden of Spring Creek understands the Services Recommendations detailed "System Recommendations" for the software application that have been provided by Blackbaud. Technical Remote Service If consulting services are performed remotely, Blackbaud assumes Services Delivery City of Fort Collins, The Garden of Spring Creek will have Internet connectivity from each workstation. Blackbaud further assumes that the consultant performing work will be granted security access to workstations as necessary to complete this Scope of Work. Blackbaud licenses a Java -based remote control utility from GoToAssist: (www.gotoassist.com/ad/core/home) to perform remote work. City of Fort Collins, The Garden of Spring Creek will need a resource to be logged into the workstation with local Administrator rights to facilitate the remote work. Technical Security Access City of Fort Collins, The Garden of Spring Creek will grant security Services access to the Blackbaud technical consultant as necessary to complete this Scope of Work. Training Classroom The following are recommended but not required: Configuration • One computer with connection to the internet for each participant. • An overhead projector with a projection panel for all participants to follow along with the instructor BLACKBAUD PROFESSIONAL SERVICES 1 PROPRIETARY INFORMATION 09/21111 1 PAGE 13 Blackbaud Professional Services Scope of Work 6 APPENDIX: OPERATING GUIDELINES AND GENERAL ASSUMPTIONS 6.1 Change Orders Blackbaud will not perform services identified by either party as outside this Scope of Work without the following procedure: • The Blackbaud Consultant will provide a Change Order documenting the scope change; additional resources required; changes to the work plan, including due dates, if applicable; and additional estimated time and fees, if applicable. • Blackbaud will perform the additional services after receiving formal authorization. Formal authorization constitutes City of Fort Collins, The Gardens on Spring Creek Project Manager's written acceptance of, and agreement to pay Blackbaud for, any additional services requested and set forth in the Change Order. Both City of Fort Collins, The Gardens on Spring Creek and Blackbaud must properly execute the Change Order before any resources will be requested or assigned to the task(s) or any services will be performed. Any properly executed Change Order is subject to the terms of this Scope of Work. 6.2 Deliverable Acceptance Deliverables will be considered accepted by City of Fort Collins, The Gardens on Spring Creek unless Blackbaud receives written notification from City of Fort Collins, The Gardens on Spring Creek of errors within ten (10) business days of receipt. If Blackbaud receives written notification of errors within ten (10) business days after receipt of the deliverable, Blackbaud will address reported errors in a revised deliverable. City of Fort Collins, The Gardens on Spring Creek will then have an additional ten (10) business days to report that all errors have been resolved by the revised deliverable. If Blackbaud does not receive written notification of unresolved errors, the deliverable will be considered accepted by City of Fort Collins, The Gardens on Spring Creek. 6.3 Expiration of Scope of Work If, (i) within one year of execution of the Scope of Work, City of Fort Collins, The Gardens on Spring Creek has not scheduled any work to be performed, or (ii) if City of Fort Collins, The Gardens on Spring Creek has scheduled work to be performed, but due to unavailability of City of Fort Collins, The Gardens on Spring Creek such work has not commenced within six (6) months of being scheduled, the Scope of Work will be deemed to be terminated by City of Fort Collins, The Gardens on Spring Creek and any fees paid by City of Fort Collins, The Gardens on Spring Creek in connection with this Scope of Work shall be retained by Blackbaud and applied toward a cancellation fee. BLACKBAUD PROFESSIONAL SERVICES i PROPRIETARY INFORMATION 09121M I I PAGE 14 Blackbaud Professional Services Scope of Work 6.4 Cancellation Policy 6.4.1 Fixed Price Services Cancellations or postponements of a scheduled Fixed Price (FP-100%, FP-50% or FP-15%) professional service may be made with no penalty if cancelled or postponed 10 or more business days before the start of the service. Cancellations or postponements of less than 10 business days follow the policy below: Cancelled/ Postponed Cancellation Fee 6-9 business days prior $500 0-5 business days prior $1000 6.4.2 Time and Materials Services Cancellations or postponements of a scheduled Time and Materials (T&M or T&M-10%) professional service may be made with no penalty if cancelled or postponed 20 or more business days before the start of the service. Cancellations or postponements of less than 20 business days follow the policy below: Cancelled/ Postponed Percent of Scheduled Service Assessed 6-19 business days prior 25% 0-5 business days prior 50% 6.5 General Assumptions Blackbaud assumes the following when performing the professional services described in this document: 5. If professional services are performed on -site, the Blackbaud representative will perform work during the days of Monday through Friday. 6. If services are being performed remotely, Blackbaud assumes client will have Internet connectivity from database server and workstations. Blackbaud further assumes that consultant performing work will be granted full security access to database server and workstations as necessary to complete this Scope of Work. 7. City of Fort Collins, The Gardens on Spring Creek will ensure that the specialized expertise for the hardware platform, third -party database and network administration is available on an as -needed basis to support installation and on -going activities throughout the engagement. 8. Unless Blackbaud Application Hosting Services are included in the project, system, server and workstation backups are the responsibility of City of Fort Collins, The Gardens on Spring Creek. This includes the development and implementation of the system backups and recovery programs. City of Fort Collins, The Gardens on Spring Creek understands the detailed System Recommendations for the software application and database located on the Blackbaud website: http://www.blackbaud.com/l)roducts/system/requirements.aspx. 9. If applicable, City of Fort Collins, The Gardens on Spring Creek understands the detailed Blackbaud Application Hosting Services system requirements located on the Blackbaud website for the software application and database: http://www.blackbaud.com/files/sysregs/ondemandregs.r)df. BLACKRAUD PROFESSIONAL SERVICES 1 PROPRIETARY INFORMATION 09121/11 1 PAGE 15 Biackbaud Professional Services Scope of Work 10. All written materials provided with this engagement supplement, but do not replace, the Blackbaud software documentation and are subject to the terms and conditions of the Master Software and Services Agreement. Customer should consult the standard online user documentation for information regarding product processes, features, functions and requirements. BLACKBAUD PROFESSIONAL SERVICES > PROPRIETARY INFORMATION 09/21111 I PAGE 16 Oback Qudn Master Services and Software Agreement Between Blackbaud, Inc. and Client This Master Services and Software Agreement ("Agreement") is made as of the Effective Date specified at on the signature page of this Agreement by and between Blackbaud, Inc. (`Blackbaud") a Delaware corporation having a principal place of business at 2000 Daniel Island Drive, Charleston SC 29492 and City of Fort Collins, The Gardens on Spring Creek ("Client"), having a place of business at 2145 Centre Avenue, Fort Collins, CO 80526. Collectively Blackbaud and Client shall be known as the "Parties: The Parties agree as follows: "Delivery" means shipment of software, provision of licenses, Client's receipt of unlock codes, or the date Client has the ability to access Subscription Services or Maintenance, each as appropriate. "Maintenance" means all support and maintenance services purchased by Client and provided Blackbaud pursuant to this Agreement. "Professional Services" means all consulting services, including technical and analytical, but not including Maintenance, or other Subscription Services, described in this Agreement as being provided to Client pursuant to this Agreement. "Services" means all of the services, set forth on the applicable ATP and described in this Agreement as being provided to Client including without limitation Blackbaud Payment Services, Subscription Services, and Professional Services. Some Services are more fully described on attached Schedules, as set forth in Section 2.6 of this Agreement. "Subscription Services" means all Services, which are not Professional Services, including without limitation services described in Section 4.2 and Blackbaud Payment Services, as described more fully in Section 5. "Software" means the Blackbaud software associated with the Blackbaud products referred to in the applicable ATP and required to be provided pursuant to this Agreement. "Transactions" means all online financial transactions conducted on Client's behalf through the use of Blackbaud's software. "Records" means any data that is input by, or belonging to, Client and is stored on any server or storage device owned or used by Blackbaud in connection with providing the Software or any Service. 1. Ordering Procedure - Schedules. Blackbaud will furnish to Client and Client will pay for the software and services itemized in the attached Agreement to Purchase ("ATP"), which together with the terms in the Schedules and any applicable Scope of Work(s) ("SOW") constitute the complete and entire Agreement, and supersede all prior or contemporaneous oral or written agreements concerning such subject matter. After this Agreement is signed, Client's future purchases of software and services from Blackbaud shall be delivered on a new ATP and reference this Agreement. In the event the terms of this Agreement are inconsistent with the ATP or SOW, the terms of the ATP shall govem this Agreement, and the terms of this Agreement shall govern the SOW. 2. Fees, Expenses, & Payment. 2.1.Fees: Fees for all Software, Maintenance, and Services are described in any applicable ATP or any applicable corresponding SOW, including, in each case, as subsequent ATPs or SOWS pursuant to this Agreement. Services and Maintenance are billed annually (or as otherwise set forth in the applicable ATP) and based on a term in the applicable ATP or applicable schedule. Renewal fees for all Maintenance and Subscription Services are subject to an annual adjustment defined at the annual invoice period. Client assumes all responsibility for freight, duties, and custom charges relating to any Software delivered to Client and set out in the applicable ATP. 2.2.Taxes: The charges set out in any applicable ATP and any applicable corresponding SOW are exclusive of all taxes now in force or enacted in the future and imposed on the provision of goods and services ("Taxes"). If 2010 Blackbaud Confidential rev 03292010 applicable, Client will be responsible for all such Taxes, except for Taxes based on Blackbaud's net income, capital gains taxes, or employee withholdings. 2.3.Expenses: For all Services performed under any applicable SOW or other request for services that references this Agreement, Client shall: (i) pay Blackbaud in accordance with the payment schedule and rates set out in the applicable SOW, or exhibit attached hereto as the case may be; and (ii) reimburse Blackbaud for all reasonable and necessary travel, lodging and meal expenses Blackbaud actually incurs performing such services. 2.4.Invoices: Invoices are issued within 7 days of Delivery. All invoices for shipped Software will reflect a shipping and handling charge of $15.00. 2.5. Payments and Late Payments: a. Invoices issued in accordance with this Agreement are due upon receipt, are non-refundable, regardless of any termination of this Agreement by Client or Blackbaud. All invoices shall be deemed final and binding unless Client notifies Blackbaud, in writing, of any alleged discrepancies no later than thirty (30) days from the date of such invoice. b. Blackbaud reserves the right to invoice Client the lesser of twelve percent (12%) annual interest or the highest interest rate allowable under applicable laws for any outstanding, undisputed invoice not paid within thirty (30) days after receipt. 3. Confidential Information. 3.1 Definition. The term "Confidential Information" shall mean: (i) any and all information which is generally not known to the public, and is disclosed by either party ("Owner") to the other ("Recipient") verbally, electronically, visually, or in a written or other tangible form which is either identified or should be reasonably understood to be confidential or proprietary; and (ii) the terms, including without limitation, the pricing, of this Agreement and any proposals or other documents that preceded this Agreement. Confidential Information may include, but not be limited to, trade secrets, computer programs, software, documentation, formulas, data, inventions, techniques, marketing plans, strategies, forecasts, client lists, employee information, financial information, confidential information concerning Owner's business or organization, as Owner has conducted it or as Owner may conduct it in the future. In addition, Confidential Information may include information concerning any of Owner's past, current, or possible future products or methods, including information about Owner's research, development, engineering, purchasing, manufacturing, accounting, marketing, selling, leasing, and/or software (including third party software). The Recipient shall not obtain, by virtue of this Agreement, any rights, title, or interest in any Confidential Information of the Owner. 3.2 Treatment of Confidential Information. Owner's Confidential Information shall be treated as strictly confidential by Recipient and (i) shall not be used by Recipient for any purpose other than to carry out the purposes of this Agreement; and (ii) shall not be disclosed by Recipient to any third party except to those third parties operating under non -disclosure provisions no less restrictive than in this Section and who have a justified business "need to know". Each Party shall protect the deliverables resulting from Services with the same degree of care as it uses to protect its own confidential and proprietary information, but in any case not less than reasonable care. This Agreement imposes no obligation upon the Parties with respect to Confidential Information which either party can establish by legally sufficient evidence: (a) was in the possession of, or was rightfully known by the Recipient without an obligation to maintain its confidentiality prior to receipt from Owner; (b) is or becomes generally known to the public without violation of this Agreement; (c) is obtained by Recipient in good faith from a third party having the right to disclose it without an obligation of confidentiality; (d) is independently developed by Recipient without the participation of individuals who have had access to any Confidential Information; or (e) is required to be disclosed by court order or applicable law, provided notice is promptly given to the Owner and provided further that diligent efforts are undertaken to limit disclosure. 4. License Purchase or Access Grant to Subscription Services. The following sets forth the license terms for the Software or access grant for Subscription Services by Blackbaud to Client and listed in the ATP. Software is governed by Section 4(a) below, "License Purchase" Subscription Services are goverend by Section 4(b) below, "Subscription Services." Many Blackbaud applications are available through license purchase or Subscription Services model. 2010 Blackbaud Confidential 4.1 License Purchase. Blackbaud grants to Client, and Client accepts, a revocable, nontransferable, nonexclusive license to use one copy of the Software in machine readable, object code form only, and the accompanying user documentation ("User Documentation") for the Software, only as authorized in this Agreement for the furtherance of Client's tax-exempt mission. For purposes of this Agreement, the License Grant extends not only to the computer program delivered by Blackbaud and updates thereto, but also all applications or modifications utilizing the Application Programming Interface ("API"), Software Development Kit ("SDK"), or Visual Basic for Application ("VBA") contained in the Software (`Blackbaud Tools"), if any. Client has a revocable, non- transferable, royalty free license to use such applications or modifications under the terms of this License. If Client or a third party on your behalf creates an application or modification using the Blackbaud Tools, Client shall only have title to such modification that remains after the Blackbaud Tools are separated from the modification. Client may only use the Software on a licensed computer network where Client's simultaneous use of and access to the Software must be limited to the number of authorized users Client designates in the ATP. If this License includes runtime applications, such License is transferable with respect to such applications only to Client's bona fide affiliate offices disclosed in writing to Blackbaud. Client's use of the Software may not exceed the scope of the use provisions above without the express written agreement of Blackbaud and Client's payment of additional license fees. 4.2 Subscription Services. 4.2.1 ACCESS GRANT. Blackbaud grants to Client, and Client accepts, the right to access the Subscription Services and use the Subscription Services and the User Documentation only as authorized in this Section 4.2 and any applicable Service Level Agreement(s) ("SLA"), SOW, or similar document, which may accompany the ATP upon request, for the furtherance of Client's tax-exempt mission, during the subscription term as described on the applicable ATP. The Subscription Service will not be provided to Client in CD-ROM form (or any other form of media) and will not be installed on any servers or other computer equipment owned or otherwise controlled by Client. Instead, the Subscription Services will be hosted by Blackbaud and accessed and used by Client through the use of the Internet and Client's computers. 4.2.2 ACCESSIBILITY. Blackbaud will make the Subscription Services available for Client's use during the initial term and subsequent renewal terms on Client's computer systems that meet the Blackbaud system recommendations for the Software published at www.blackbaud.com/sul)port, which Client acknowledges it has reviewed. Blackbaud shall provide Client with secure access to the latest supported version of the Subscription Services per the Service Level Agreement, SOW, or similar document. If applicable, Blackbaud shall provide a single administrator user account for secure administrator access and provide this administrator user the necessary tools to create other users for access to the Subscription Services. 4.3 Copyright. The Software or Subscription Services contains trade secret and proprietary information owned by Blackbaud or its third party licensors and is protected by United States copyright laws and international trade provisions. Client must treat the Software or Subscription Services like any other copyrighted material and, except solely for backup or archival purposes for which Client may make copies, Client may not disclose, copy, transfer or transmit the Software or the User Documentation, electronically or otherwise, for any purpose. All permitted copies of the Software or Subscription Services and the User Documentation must include Blackbaud's copyright and other proprietary notices. Client agrees that the Software and Subscription Services and the User Documentation are proprietary products and that all right, title and interest in and to the Software andSubscription Services and User Documentation, including all associated intellectual property rights, are and shall at all times remain with Blackbaud and its third party licensors. Client may not sublicense, assign, transfer, sell, rent, lend or lease the Software or Subscription Services or the User Documentation, or any portions thereof, and any attempt to do so is null and void. Client may not reverse engineer, disassemble, decompile or make any attempt to ascertain, derive or obtain the source code for the Software or Subscription Services. 4.4 Termination of Software License. This license is effective until terminated. Client may terminate the license granted under this Agreement at any time by returning all copies of the Software to Blackbaud or destroying or erasing all copies of the Software. It will also terminate at our option upon Client's failure to comply with any material term and condition hereof if such failure is not cured within 30 days after written notice from Blackbaud. In the event of termination, all the sections of the license will survive except the License Grant section. 2010 Blackbaud Confidential 4.5 Termination and Renewal of Subscription Services and Maintenance. Subscription Services and Maintenance shall renew for consecutive one (1) year terms after any applicable initial term as described on the ATP. Client may cancel Subscription Servcies or Maintenance by giving notice at least 60 days in advance of the term period renewal date. Cancellations will become effective on the renewal date. No credit will be given for partial Subscription Services or Maintenance periods. Reinstatement of lapsed Maintenance or Subscription Services will require full payment of fees that would have been due from the expiration of the last active term period through the reinstatement date. 4.6 Software Modifications. Other than modifications using Blackbaud Tools, any modifications that Client make to the Software or Subscription Services, including any modifications to any third party licensor software included with or embedded in the Software or Subscription Services will void any Maintenance or Warranty obligations contained in this Agreement. Blackbaud will not be liable, in any respect, for any such modifications or any errors or damages resulting from such modifications. 5. Blackbaud Payment Services & Blackbaud Merchant Services. Client acknowledges and agrees that it will only use the Blackbaud's Transaction payment options - as designated on the Agreement to Purchase - to process Transactions, and Client shall not use any third -party code or alternative payment options as a means to process said Transactions. If Client stores or processes Credit Card/Bank Card for any Blackbaud product, except Sphere services, Client shall accept the then current terms located at: http://www.blackbaud.com/files[bbms/bbpstc.pdf. Blackbaud Merchant Services is required to process Credit Card/Bank Card Processing unless Client shall use its own Payment Gateway which requires a separate agreement. All Credit Card/Bank Card Processing are in U.S. Dollars Transactions (Visa, MasterCard, Discover, American Express) and have the following Blackbaud fees for all online transactions ("Transaction Fees"): 2.598% + $0.26 per Transaction + Transaction Fees as defined on the ATP. All Automated Clearing House (ACH) / Automatic Checking Payment Processing have the following Transactions Fees: $0.75 per Transaction + Transaction Fees as defined on the ATP. Blackbaud Merchant Services requires the following Submitter Merchant Agreement for Credit Card/Bank Processing or ACH: http://i ntemet.blackbaud.com/site/c.owL8JoO7KzE/b.5504937[k. I C56/Blackbaud_EndUser_Agreements_Terms_of_Ser vice Policies.htm Subsequent to the Initial Term, Blackbaud may change its fees, pricing, and payment terms, in which case Client shall be entitled to terminate this Agreement by written notice to Blackbaud within thirty (30) days of receiving notice from Blackbaud of such changes, and further provided that at any time during this Agreement Blackbaud may change that Client pays for for the then current credit card, ACH, and PayPal transaction fees and expenses upon written notice to Client ("Processing Fees"), which are levied as part of its standard client offering, and Client shall have no such right to terminate this Agreement. Client shall continue to pay the then -current Transaction Fees and Processing Fees in effect at the expiration of the this Agreement on all revenues received from Transactions, notwithstanding the termination of this Agreement. 6. Security. Blackbaud will use commercially reasonable efforts to maintain database security on any Transactions or Records belonging to Client that contain Confidential Information. Blackbaud uses industry standard encryption technologies for transmitting and storing potentially sensitive information. Blackbaud also employs industry standard network security techniques including firewalls, intrusion detection, and authentication protocols. Blackbaud reserves the right, in its sole discretion, to change or modify these procedures at anytime for commercially reasonable purposes, but at all times will maintain commercially reasonable database security. Client shall take all commercially reasonable security precautions to prevent unauthorized or fraudulent use of the Blackbaud Services by Client, Client's employees, agents or any other third parties. Each Party shall immediately inform the other of any actual or suspected security breach which may expose to unauthorized third parties any information regarding Transactions or Records belonging to Client, and the Parties shall cooperate in notifying customers and other third parties of the breach, as may be required by applicable law. 7. Indemnity. Patent and Copyright Indemnity. Blackbaud shall indemnify and defend Client against any claims that the Software or Services delivered to Client infringes any United States or Canadian patent or copyright, provided that Blackbaud is given prompt notice of such claim and is given information, reasonable assistance, and the sole authority to defend or settle said claim. Blackbaud shall, in its reasonable judgment and at its option and expense: (i) obtain for 2010 Blackbaud Confidential a Client the right to continue using the Software or Services; (ii) replace or modify the Software or Services so that it becomes non -infringing while giving equivalent performance; or (iii) if Blackbaud cannot obtain the remedies in (i) or (ii), as its sole obligation, terminate the license for the infringing Software or Services and return only the Services fees pre -paid by Client for such Software or Services, which will be depreciated over a 36 month term if returned. Blackbaud shall have no liability to indemnify and defend Client to the extent (i) the alleged infringement is based on infringing information, data, software, applications, services, or programs created or furnished by or on behalf of Client (ii) the alleged infringement is the result of a modification made by anyone other than Blackbaud; or (iii) Client uses the Software or Services other than in accordance with this Agreement, any delivered documentation under an SOW(s), or the underlying software license to use such software. 8. Mutual Representations, Warranties, and Disclaimer of all other Warranties. Each party warrants that: (i) it has the right and power to enter into this Agreement, (ii) an authorized representative has accepted this Agreement, and (iii) it will comply with any applicable laws and regulations pertaining to this Agreement. Blackbaud warrants that the Services will be performed in a professional and workmanlike manner in accordance with recognized industry standards and will substantially conform to all written specifications in any SLA or other document provided by Blackbaud. Blackbaud and its suppliers exercise no control whatsoever over the content of the information passing through their systems. BLACKBAUD EXPRESSLY DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY (BY ANY TERRITORY OR JURISDICTION) TO THE EXTENT PERMITTED BY LAW, AND FURTHER BLACKBAUD EXPRESSLY EXCLUDES ANY WARRANTY OF NON -INFRINGEMENT (EXCEPT AS SPECIFICALLY PROVIDED), TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR MERCHANTABILITY TO THE EXTENT PERMITTED BY LAW. 9. Limitation of Liability. EXCEPT FOR THE INDEMNIFICATION PROVIDED IN SECTION 7, BLACKBAUD'S MAXIMUM LIABILITY FOR ANY ACTION ARISING UNDER THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION AND WHETHER IN TORT OR CONTRACT, SHALL BE LIMITED TO THE AMOUNT OF FEES PAID BY CLIENT FOR THE SOFTWARE OR SERVICES FROM WHICH THE CLAIM AROSE DURING THE SIX (6) MONTHS PRECEDING THE CLAIM. IN NO EVENT SHALL BLACKBAUD BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, LOST PROFITS, HOWEVER ARISING, EVEN IF CLIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES AGREE TO THE ALLOCATION OF RISK SET FORTH HEREIN. 10. Rights to Work Product. Any expression or result of Blackbaud's services, or the work, findings, analyses, conclusions, opinions, recommendations, ideas, techniques, know-how, designs, programs, tools, applications, interfaces, enhancements, software (object code only), and other technical information (collectively "Work Product"), or derivitives of Work Product, created by Blackbaud in the course of performing the Services hereunder are the property of Blackbaud and are licensed to Client, pursuant to the Blackbaud software license(s) to which the consultation Services pertain, provided, however, to the extent such Work Product provided to Client by Blackbaud contains Client's Confidential Information, Client shall retain title to such Confidential Information. Client shall have no right to sublicense, transfer, assign, convey or permit any third party to use or copy any Work Product. This Agreement does not transfer to Client title to any intellectual property contained in any Software or documentation. Notwithstanding the foregoing, no Record shall be deemed to be Work Product. 11. Independent Contractor Status. Blackbaud performs this Agreement as an independent contractor, not as an employee of Client. Nothing in this Agreement is intended to construe the existence of a partnership, joint venture, or agency relationship between Client and Blackbaud. 12 Notice. All notices or other communications referenced under this Agreement shall be made in writing and sent to the address designated above, designated in a specific SOW(s); or designated from time to time in writing by the Parties. All notices shall be deemed given to the other party if delivered receipt confinned using one of the following methods: registered or certified first class mail, postage prepaid; recognized courier delivery; electronic mail, or facsimile at 843- 216-6100. 13. Force Majeure. Neither party shall be liable for any failure to perform its obligations under this Agreement or any SOW(s) if prevented from doing so by a cause or causes beyond its control. 2010 Blackbaud Confidential 14. Dispute Resolution. Any disputes or claims under this Agreement or its breach shall be submitted to and resolved exclusively by arbitration conducted in accordance with American Arbitration Association rules. One arbitrator appointed under such rules shall conduct arbitration. Arbitration shall be at a mutually agreeable location. Any decision in arbitration shall be final and binding upon the parties. Judgment may be entered thereon in any court of competent jurisdiction. Notwithstanding the above, Blackbaud may sue in any court for infringement of its proprietary or intellectual property rights, and either party may seek equitable relief in any court of competent jurisdiction to enjoin a violation of the confidentiality obligations in this Agreement, and may do so without having to prove the inadequacy of money damages as a remedy. This Agreement shall be governed by the laws of the State of South Carolina, excluding choice of law principles. 15. Professional Fundraising Counsel. Client acknowledges that Blackbaud is not providing fundraising counsel or any other direct or indirect fundraising services, nor managing Client's fundraising activities, campaigns or events (collectively referred to as "Fundraising Counsel"); however, Client or other parties may use Blackbaud's software to facilitate such activity. Client further acknowledges that it shall not include Blackbaud in any list of professional fundraisers, solicitors or fundraising counsel submitted to any federal, state or local agency. 16. Suspension. Blackbaud may suspend the provision of the Services if any undisputed invoice (issued in accordance with the Agreement) is not paid in accordance with Section 2 provided that Blackbaud gives Client at least five days' prior notice of Blackbaud's intention to suspend the Services and Client does not pay the undisputed invoice during that five day period. Blackbaud will lift any such suspension when Client pays the undisputed invoice on which the suspension is based. Blackbaud may suspend the Services (upon written notice to Client) in response to any violation of Blackbaud's Acceptable Use Policy by the Client. When exercising its right to suspend Services for a breach of its Acceptable Use Policy, Blackbaud will respond in a manner proportional to the severity of the violation (for example, when a User has breached the Acceptable Use Policy, located at http://internet.blackbaud.com/eua/aui)olicy, suspending Services to the User rather than suspending all Services). With respect to any such "Suspension," Blackbaud and Client will work together to address the violation in a reasonable manner, prevent similar violations in the future and reinstate the suspended Services as quickly as possible. 17. Default and Termination. Either party may terminate this Agreement if the other party materially defaults in performing any of its obligations under this Agreement and the default remains uncured for at least thirty (30) days following receipt of written notice from the nondefaulting party. Upon written notice from either party, this Agreement shall also terminate upon any of the following events: (i) the institution of receivership or bankruptcy proceedings against or by a party, which has not been dismissed within 60 days; (ii) the making of an assignment for the benefit of creditors by a party, or (iii) the dissolution of a party. If this Agreement is terminated for any such reason, Client shall nonetheless be obligated to pay Blackbaud upon such termination any and all accrued and unpaid fees and expenses due and payable to Blackbaud as of the date of termination. Immediately upon any termination, if feasible, Blackbaud shall deliver all Records to Client in such medium and format as Client may reasonably request. 18. Mutual Publicity. Either party may (i) create a hyperlink from its website to the other party's website, (ii) display its name, logo and other identifying information or image on the other party's website, and (iii) reasonably use the other party's name in its marketing materials; provided, however, Client may (i) identify Blackbaud as its commercial online marketing infrastructure provider or any other term acceptable to Blackbaud, and (ii) use Blackbaud's name in any publicity it employs to market its mission, programs, and services; so long as Blackbaud is the exclusive online marketing infrastructure provider for Client. Blackbaud may (i) identify Client as its client, (ii) use Client's name, logo and other identifying information or image in connection with emails, communications, and proposals to other prospective clients or present or potential donors, and (iii) disclose the terms of this Agreement as may be required by law. All such marketing and promotional efforts shall be in good taste, shall not be disparaging, and shall uphold the professional standards and goodwill associated with the other party. 19. General. Except as otherwise specifically stated herein, remedies shall be cumulative and there shall be no obligation to exercise a particular remedy. No modification to this Agreement nor any failure or delay in enforcing any term, exercising any option, or requiring performance shall be binding or construed as a waiver unless agreed to in writing by both parties. If any provision of this Agreement is held to be unenforceable, the other provisions shall nevertheless remain in full force and effect. This Agreement, including the Schedules, any applicable SOW(s), SLA(s), or Scope of Support constitute the entire understanding between the Parties with respect to the subject matter herein and may only be amended or modified by a writing signed by a duly authorized representative of each party. This Agreement may be 2010 Blackbaud Confidential 6 executed by facsimile. This Agreement constitutes the entire agreement between the Parties with respect to the Software and Services provided hereunder and replaces and supersedes any prior verbal or written understandings, communications, and representations between the Parties regarding the subject matter contained herein. No purchase order or other ordering document that purports to modify or supplement the printed text of this Agreement or any Exhibit shall add to or vary the terms of this Agreement or Exhibit. All such proposed variations, edits, or additions (whether submitted by Blackbaud or Client) to this Agreement or to an SOW(s), are objected to and deemed material unless otherwise mutually agreed to in writing. Sections 2, 3, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, and 17 shall survive the termination of this Agreement. The Parties hereby agree to all of the above terms and have executed this Agreement by a duly authorized officer or officer representative. Effective Date: q 2c1 « Accepted by: Client C)1 .JQ horized Signature S� G o Ir— Printed Name and Title 7 1G L'.0'Z 0 G Qc1 iQGW� $ 2010 Blackbaud Confidential Accepted by: Blackbaud, Inc. Authorized Signature Jon W. Olson, VP & General Counsel Printed Name and Title