BCRUA_R-21-04-28-6A RESOLUTION NO. R-21-04-28-6A
WHEREAS, the Brushy Creek Regional Utility Authority, Inc. ("BCRUA") has duly sought
proposals for the purchase of cloud-based financial management software, and related goods and
services; and
WHEREAS, Blackbaud, Inc. has submitted the proposal determined to provide the best value
to the BCRUA considering the price and other evaluation factors included in the request for proposals;
and
WHEREAS, the BCRUA desires to enter into an agreement with Blackbaud, Inc., Now
Therefore
BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE BRUSHY CREEK
REGIONAL UTILITY AUTHORITY:
That the Board President is hereby authorized and directed to execute on behalf of the BCRUA
an Agreement for Financial Management Software with Blackbaud, Inc., a copy of said Agreement
being attached hereto as Exhibit "A" and incorporated herein.
The Board hereby finds and declares that written notice of the date, hour, place and subject of
the meeting at which this Resolution was adopted was posted and that such meeting was open to the
public as required by law at all times during which this Resolution and the subject matter hereof were
discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551,
Texas Government Code, as amended.
RESOLVED this 28th day of April, 2021.
RE E FLORES, Pr ide
Brushy Creek Regional Utility Authority
ATTES .
ANNE DUFFY, Secretar
0112.211212:OW6911 t
• • . • •
Blackbaud Solutions Agreement
This Blackbaud SolutionsAgreement isentered into byYou and Blackbaud and each party agrees asfollows:
1. Welcome To Blackbaud
This agreement sets forth the terms and conditions that govern Your access to and use of Our Solutions.
Please contact Blackbaud if You have any questions about this agreement.
2. Ordering Procedures
We will provide You access to Our Solutions and deliver the Services detailed in the applicable Order Form,
The Order Form,along with its attachments,which may include statements of work for Services(each an
"SOW"),constitutes the complete and entire agreement,and supersedes all other agreements between Us
concerning Our Solutions.In the event of a conflict between this agreement,an Order Form,or an SOW,
the following order of precedence shall apply:(1)Order Form:(2)this agreement,(3)SOW.
3. Subscription Access And Use
a. Access.You and Your employees may access and use Subscriptions and Documentation for Your internal
business purposes during the term set forth in the Order Form.
b. Suspension:Acceptable Use Policy.We may suspend access to any Solution upon written notice if You
fail to pay fees when due,violate this agreement,or violate Blackbaud's AUP.Suspensions are rare and
exercised in a manner proportionate to the severity of the violation.We agree to work with You in good
faith to address any violations in a reasonable manner,to prevent similar violations and to reinstate the
affected Solutions as quickly as possible.
4. Fees, Expenses, And Payment
The financial terms for the Solutions are set forth in the applicable Order Form.
5_ Confidential Information
a. Definitions."Confidential Information"means (i)all information disclosed by one of Us("Owner")to
the other("Recipient")electronically,visually,orally or in a tangible form which is either(a)marked as
"confidential"(or with a similar legend),(b)is identified at the time of disclosure as being confidential,or(c)
should be reasonably understood to be confidential or proprietary:(ii)the terms and/or existence of this
agreement and the relationship between the parties,Our architecture,software,data,and technology
that comprise the Solutions,Order Form(s),SOW(s),and any proposals or other documents that preceded
this agreement:and(iii)donor,student,prospect and financial information Recipient shall not obtain any
rights,title,or interest in any Confidential Information of Owner_The obligations in(b)below shall not apply
to:information generally known to the public:information independently developed by Recipient without
access to Confidential Information;information in the possession of Recipient without an obligation of
confidentiality:or information required to be disclosed by court order or applicable law after Owner has
been notified.
EXHIBIT It A It
800.443.9441 1 solutions@blackbaud.com I www.blackbaud.com August 2019 1
b. Treatment of Confidential Information.Recipient may only p)use Owner's Confidential Information to carry
out the purposes of this agreement;and(ii)disclose Owner's Confidential Information to those third parties
operating under non-disclosure provisions no less restrictive than those set forth in this agreement and
who have a justified business"need to know."Recipient is responsible for any mistreatment of Confidential
Information by such third parties.Recipient must protect Owners Confidential Information using the same
degree of care it uses to protect its own confidential and proprietary information,but in any case,not less
than reasonable care,and protect such information in accordance with applicable laws Upon termination
of this agreement.Recipient must return or destroy all Owner Confidential Information in its possession or
control,if feasible.If not destroyed, Recipient will continue to protect such information as required above.
6. Security
a. It takes both of Us to protect Your Data and Our Solutions.We have implemented and will maintain
administrative,physical,and technical safeguards designed to:(i)protect against anticipated threats or
hazards to thesecurityof Your Confidential Information,and(ii)protect against unauthorized access to or
use of Confidential Information that could materially harm You.Our technical safeguards include firewalls,
virusand intrusion detection,and authentication protocols.In order to continually improve our safeguards,
Wereserve the right to makechanges to the physical and technical safeguards,policies,and data security
programs atany time,provided We will at all times maintain commercially reasonable information security
proceduresand standards.You and Blackbaud acknowledge that Solutions may include sending email
and publishing web pages overthe public Internetusing SMTP orHTTP protocols,and that these standard
protocolsdo not support many enhanced data security protections.In no case will the use of the public
Internet in this manner be deemed to violate Our obligations under this Agreement.You commit to take
commercially reasonable security precautions to prevent unauthorized or fraudulent use of Your Data and Our
Solutions.Upon request and no more than once per year,You may obtain a copy of our most recent third party
securityaudit summary report for the applicable Blackbaud Solutionsfrom Support.
b. We have implemented commercially reasonable,written policies and procedures addressing potential
Security Breaches and have a breach response plan in place.
c. Within seventy-two(72)hours of discovery,We will report any Security Breach to You."Security Breach"
means any unauthorized access,use,disclosure,modification,or destruction affecting the confidentiality
of Your Confidential Information,Security Breaches shall not include: (a)"pings"on an information system
firewall;(b)port scans;(c)attempts to log on to an information system or enter a database with
an invalid password or user name;(d)denial-of-service attacks that do not result in a server being taken
offline;or(e)malware(e.g.,a worm or virus)that does not result in unauthorized access,use.disclosure,
modification,or destruction of Your Confidential Information.
d. In the event of a Security Breach,We will use commercially reasonable efforts to mitigate any negative
consequences resulting directly from the Security Breach and will use commercially reasonable efforts to
implement procedures to prevent the recurrence of a similar Security Breach.
e. We will use industry standard methods for the destruction of Your Confidential Information in accordance
with Section 15(c)(Effect of Termination).
7. Your Obligations
Solutions may only be used or accessed from Your devices and systems that meet the System
Requirements.You agree to administer and monitor the use of Your login IDs,passwords,and all accesses
to the Solutions by Your employees pursuant to the instructions You will receive when Your Solutions
are activated-
8. Indemnity
Each party shall indemnify and defend the other party against any third party claims to the extent
arising from the indemnifying party's gross negligence or willful misconduct.You shall indemnify and
800.443.9441 1 s9lutionsiftlackbaud.com I www.blackbaud.com August 2019 2
defend Blackbaud against any third party claims to the extent arising from Your breach of the AUP or
Your obligations under Section 7 above.The indemnified party shall give the indemnifying party prompt
written notice of any claims for indemnification and the indemnified party agrees to relinquish control of
defending any such claim to the indemnifying party including the right to settle;provided however,that
the indemnifying party will not settle any such suit or claim without the indemnified party's prior written
consent if such settlement would be adverse to the indemnified party's interests.This section states the
entire liability of each party with respect to any type of third party claim
9. Representations, Warranties, And Disclaimer
a. Mutual Representations and Warranties.Each party represents and 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 all applicable laws and regulations pertaining to this agreement.
b. Blackbaud Limited Warranties.Solutions will materially perform pursuant to their then-current
Documentation.All Services will be performed in a professional manner in accordance with industry
standards.If You believe that a Subscription fails to perform as described in the Documentation,You
must notify Blackbaud in writing within thirty(30)days of the days of the occurrence of the problem,and
Blackbaud will use reasonable efforts to repair or replace the Solution without charge.If a Service has
been improperly performed,You must notify Blackbaud in writing within thirty(30)days of completion of
the Service,and Blackbaud will reperform the Service without charge.Services after such time will require
a new SOW.The foregoing provides Your sole remedy for Solutions or Services that do not comply with
the foregoing promise.
c. Disclaimer.EXCEPT FOR THE WARRANTIES SET FORTH IN THIS SECTION 9,BLACKBAUD EXPRESSLY
DISCLAIMS ALL REPRESENTATIONS AND 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,TITLE,FITNESS FOR A PARTICULAR
PURPOSE,OR MERCHANTABILITY.
10. Limitation Of Lability
EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 8 AND YOUR PAYMENT
OBLIGATIONS,EACH PARTY'S MAXIMUM LIABILITY TO THE OTHER PARTY FOR ANY ACTION ARISING
UNDER THIS AGREEMENT,REGARDLESS OF THE FORM OF ACTION AND WHETHER IN TORT OR CONTRACT,
SHALL BE LIMITED TO THE GREATER OF(X)$25 000 OR(Y)THE AMOUNT OF FEES PAID OR PAYABLE BY
YOU FOR THE SOLUTION FROM WHICH THE CLAIM AROSE DURING THE SIX(6)MONTHS PRECEDING
THE CLAIM,IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT,SPECIAL,INCIDENTAL.OR
CONSEQUENTIAL DAMAGES OF ANY KIND,EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES.YOU AND BLACKBAUD AGREE TO THE ALLOCATION OF RISK SET FORTH HEREIN.
11. Ownership
a. Your Ownership and License.You own Your data Your Confidential Information and any artwork,logos,
trade names,and trademarks that You provide to Blackbaud("Your Data").in order for Blackbaud to provide
the Solutions,You grant to Blackbaud and its suppliers a nonexclusive,fully paid-up license to use,
reproduce,store,modify,and display Your Data.Blackbaud may aggregate information from Your use of
Solutions with information from other customers'use,and use and disclose such results on an aggregated
and anonymized basis for any purpose provided We do not individually identify You,Your Confidential
Information,or Your use of Solutions.
b. Blackbaud Ownership and License.Subject to Your rights to Your Data set forth above.Blackbaud has all
right,title,and interest in and to any expressions and results of Solutions,the work,findings,analyses,
conclusions,opinions,recommendations,ideas,techniques,know-how,designs,programs,tools,
applications,interfaces,enhancements,other technical information,and all derivatives of the foregoing
created in connection with this agreement("Work Product").Blackbaud grants to You a nonexclusive,fully
800.443.9441 1 solµlions2blackbaud.com 1 www.blackbaud.com August 2019 :i
paid-up license to use Work Product,solely to the extent necessary for You and Your end users to use
Solutions in accordance with this agreement.If You provide any feedback,comments,suggestions,ideas,
requests,or recommendations for modifications or improvements to Blackbaud.You hereby assign all right.
title,and interest in any such feedback to Blackbaud to be used for any purpose.All rights not expressly
granted to You hereunderare reserved by Blackbaud.
12. Notice
All notices or other communications sent pursuant to or in connection with this agreement shall be made
in writing and sent to the applicable address set forth in the Order Form,or as designated from time
to time in writing by either of Us.All notices shall be deemed given if delivered receipt confirmed using
registered or certified first class mail,postage prepaid,or recognized courier delivery.
13. Force Majeure
Neither party shall be liable for any failure to perform its obligations under this agreement if prevented
from doing so by a cause beyond such party's reasonable control.
14. Dispute Resolution; Governing Law
The parties agree to submit all unresolved disputes between them to arbitration administered by the
American Arbitration Association("AAA")and governed by the AAA Commercial Arbitration Rules then in
effect,except that(a)either party may(i)seek injunctive relief for infringement of intellectual property
rights or other proprietary rights in court or(ii)seek a determination as to whether a clam is arbitrable in
court(the arbitrator may not rule on his or her own jurisdiction):and(b)Blackbaud may sue in court to
collect unpaid amounts under this or any other agreement between Us.For all arbitrated matters,one
arbitrator will be appointed under the AAA Commercial Rules,and the locale of arbitration will be Austin,
Texas,unless the parties mutually agree to another locale before appointment of the arbitrator.YOU
AND BLACKBAUD EXPRESSLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY
PROCEEDING ARISING UNDER OR RELATED TO THIS AGREEMENT.This agreement is governed by the
laws of the State of Texas,excluding choice of law principles.The parties agree to waive their right to
file a class action,to seek relief on a class basis,or to pursue claims in any consolidated proceeding.
The parties acknowledge that their consent to arbitrate is conditioned on the waiver in the preceding
sentence(-Waiver").If any court or arbitrator determines the Waiver is void or unenforceable or that an
arbitration involving the parties can proceed on a class or consolidated basis,then the parties will be
deemed to have not consented to arbitration
15. Term And Termination
a Term.The term of this agreement commences on the Effective Date and continues until terminated
pursuant to this Section 15 or until the expiration of the current term if cancelled in accordance with an
Order Form.
b Default.Either party may terminate this agreement if the other party materially defaults in performing its
obligations under this agreement and the default remains uncured for at least thirty(30)days following
receipt of written notice from the party requesting termination,and immediately by Blackbaud upon
written notice for Your failure to pay undisputed invoices when due.In addition,this agreement may be
terminated by BFackbaud upon written notice if You make an assignment for the benefit of creditors by
You or dissolve Your entity.
c. Effect of Termination.Upon termination of this agreement or termination of a Solution,Blackbaud may
immediately cease prov:d'ng the terminated Solution(s) If Blackbaud has Your Data in its possession upon
termination to the extent technologically feasible,Blackbaud will provide You with a copy of Your Data in
its then-standard database format.If Blackbaud creates archive copies of Your Data during the course of
performing its obligations under this agreement,You agree that Blackbaud may retain such copies
following termination subject to Blackbaud's internal practices for record destruction.All earned and
unpaid fees and expenses are due upon termination.
800.443.9441 1 solutions@blackbaud.com 1 www.blackbaud.cam August 2019 4
16. Statutory Exception
If You are a qualified public educational or government institution,any part of this agreement which
may be invalid or unenforceable against You because of applicable state or federal law(example:all or
part of the Indemnity section)shall be deemed invalid or unenforceable,as the case may be,and instead
construed in a manner most consistent with applicable governing law.If required by law this agreement will
be governed by applicable state or federal law.
17. General
Except as specifically stated herein,remedies are cumulative No failure or delay in enforcing any term or
exercising any option shall be construed as a waiver unless agreed to in writing by Us.If any provision of
this agreement is held to be unenforceable,the other provisions shall remain in full force and effect.No
purchase order or other ordering document that purports to modify or supplement the printed text of
this agreement or any attached or referenced document shall add to or vary the terms of this agreement.
All proposed mod-,fications to this agreement,Order Form(s)or SOW(s)are objected to and deemed
material unless otherwise mutually agreed to in writing.Order Forms may be executed electronically,
and in counterparts.which together form one legal instrument.A copy of an executed Order Form and any
purchases within a Solution and made by reliable means,including electronic acceptance,shall be
considered an or•g-nal.You may not a5ssgn Your rights or obligations under this agreement without Our
written consent.B-ackbaud performs its obligat-ons under this agreement as an independent contractor,
not as Your employee,partner,or agent Sections 3(b),4,5,8,9,10,11,12,14,15.c,17 and 18 survive the
termination of this Agreement.You have accepted this agreement by the signing of an Order Form by Your
duly authorized officeror officer representative
In accordance with Chapter 2270,Texas Government Code,a governmental entity may not enter into a
contract with a company for goods and services unless the contract contains written verification from the
company that it:(1)does not boycott Israel;and(2)will not boycott Israel during the term of a contract.
The signatory executing this Agreement on behalf of Blackbaud verifies Blackbaud does not boycott Israel
and will not boycott Israel during the term of this Agreement,
18. Definitions
• "AUP"means Blackbaud's acceptable use policy,located at
�_t�s2: �laclsi3ad. gr�i.' o�r�ao� laccetale .+ e t�of'ev,as updated from time to time by
Blackbaud.
• "Blackbaud","Our",and"We"mean Blackbaud.Inc and its affiliates and subsidiaries.
• "Documentation"means applicable manuals and documentation that Blackbaud generally provides
or makes available for Solutions.
• "Effective Date"means the date of Your signature on the Order Form.
• "Order Form"means the Blackbaud order form signed by You(electronica1y or otherwise)and accepted
by Blackbaud setting forth the Solutions You have ordered.
• "Services"means services provided by Blackbaud other than Subscriptions that are pursuant to an
Order Form(and SOW if applicable)and may include professional,consulting,or training services.
• "Solutions"means Subscriptions and Services collectively.
• "Subscription"means any Blackbaud subscriptions,including maintenance,support,application
services and payment services provided by Blackbaud pursuant to an Order Form.
• "System Requirements"means the requirements set forth at httns-I)ww-w.blatkbaud_comftrainina_
suoaartmsgiportlsysierr. reauir mems,as updated from time to time by Blackbaud.
• ""Us"means Blackbaud and You collectively.
800.443.9441 1 solutions@blackbaud.com I www.blackbaud.com August 2019
• "You"and"Your"mean the client set forth on the Order Form.
800.443.9441 1 solutions@blackbaud.com I www.blackbaud.com August 2019 #r
DATE: April 23, 2021
SUBJECT: BCRUA Board Meeting—April 28, 2021
ITEM: 6A. Consider a resolution authorizing the President to execute an Agreement with
Blackbaud, Inc.for the Financial Management Software.
PRESENTER: Karen Bondy,General Manager
blacl,cbaud'
order Form
Site ID:
> power your passion Order Number: Q-104760
PO Number:
2000 Daniel Island Drive, Charleston SC 29492#7541
Bill To: Sold To: Valid Until: 04/30/2021
Effective Date:
Karen Bondy Rene Flores Currency: USD
Brushy Creek Regional Utility Brushy Creek Regional Utility Payment Terms: Net 30
Authority Authority
1906 Hur Industrial Boulevard 1906 Hur Industrial Boulevard
Cedar Park,TX 78613 USA Cedar Park,TX 78613 USA
Subscriptions Net Selling Price
FE NXT Learn More Year 1: $2,640.00
Price: $3,300.00 Year 2: $2,640.00
Billed:Annual
Contract term: 24 months
FE NXT Pro Offer Year 1: $13,717.76
3 Each Year 2: $13,717.76
10 View Only
Included: Accounts Receivable, Queue, Accounting Forms, Cash Receipts, Year 3: $13,717.76
Purchase Orders, Budget Management, Advanced Security, Cash Management,
General Ledger, Project Grant Endowment, Accounts Payable, FE NXT Pro NC Year 4: $13,717.76
Implementation, Fixed Assets, FE NXT Pro Setup, FE NXT Expense Management Year 5: $13,717.76
View Only, eLibrary
Price: $16,330.66
Billed:Annual
Contract term. 60 months
Blackbaud Purchase Card Year 1: $0.00
Price: $0.00 Year 2: $0.00
Billed:Annual Year 3: $0.00
Contract term: 36 months
Total Annual Investment: Year 1: $16,357.76
Year 2: $16,357.76
Year 3: $13,717.76
Year 4: $13,717.76
���G� -� ►e-21-04-2
B3lackttaud Conrdentia1 1 2000 Daniel Island rive.Charleston SC 29492-7541
Page 1 of 5
Year 5: $13,717.76
Transaction Fee
Blackbaud Purchase Card
0 50%Annual Rebate 1
General Terms
Enter text here to overwrite the above PO Number or add a note to the invoice.-
The
nvoice:The fees and terms on this Order Form are valid until 0413012021. This Order Form is governed by the BI s-wd
Solutions A reemenj and by all other applicable terms and conditions in the Online Terms and Qn i i s_Center,
By signing this Order Form, you agree to these terms.
A Blackbaud Solution you are purchasing on this Order Form includes payment processing capabilities
and this Solution and your purchase are subject to the Blackbaud Payment Services Terms set forth at
p ymentservicesterms_ dmf(blackbaud.corn).
Renewals:
Unless You notify Blackbaud in writing of Your desire to cancel at least forty-five(45) days prior to the start
of the upcoming renewal term, Your Subscription shall renew for consecutive terms equal in length to the
initial term. Renewal fees or Subscription pricing for renewal terms are subject to a reasonable adjustment.
Fees, Expenses and Payment:
a. Fees, Duties, and Taxes. Fees for Solutions are set forth in this Order Form, exclusive of taxes. Unless
Blackbaud has a current and valid tax exemption certificate on file, You will be responsible for all applicable
taxes.
b. Expenses. If Blackbaud incurs reasonable travel and living expenses to perform Your Services, You
are required to reimburse Blackbaud for such expenses pursuant to Blackbaud's then-current travel policy,
available to You upon request_
c. Invoices. The initial invoice for Your Solutions is issued immediately following Order Form signature.
All other invoices shall be issued as follows: (i) invoices for Services will be issued in accordance with the
applicable SOW; (ii) pro forma invoices for upcoming Subscription renewals shall be sent to You at least
sixty (60) days prior to the start of the renewal term; (iii) and unless terminated in compliance with the
Suspension; Acceptable Use Policy (Section 3(a) of the Blackbaud Solutions Agreement), final renewal
invoices for Subscriptions will be issued at least thirty (30) days prior to the start of the renewal term.
d. Payments and Late Payments. Payment is due as stated in this Order Form. All payments are non-
refundable except in the event of Our uncured material default under this agreement. If You believe an
invoice is inaccurate, You must notify Blackbaud in writing within thirty (30) days from the date of such
invoice. Except for amounts subject to a good faith dispute, We may invoice You an interest rate allowable
under applicable laws for any outstanding invoice not paid when due.
State Sales Tax Exemption Certificates
Does the State in which You are making this purchase provide a sales tax exemption for Yourorganixation?
Blackhaud Conridential 2000 Daniel Island Dive.Charleston 5C 29492-7511
Page 2 of 5
Select,..
If You answer"Yes"to this question, We are required to have a copy of the"State issued sales tax exemption
certificate"for Your organization on file. Please note We cannot accept an IRS or State issued letter for 501(c)(3)
status, entity incorporation, or income I franchise tax exemption as these are not acceptable forms for sales tax
exemption purposes. You will receive a separate email link from Blackbaud@teamscert.com which will provide
detailed instructions about how to submit Your sales tax exemption form. If You do not submit a valid sales tax
exemption form within 5 business days from the initial email contact, Your organization will be treated as not tax
exempt_
If You cannot provide a "State issued sales tax exemption certificate" or Your State does not have a sales tax,
please answer"No"to this question,
Lf YgU answff" "to this question or You do not provide a yalid_sales tax exemrtion form with the 5..business
day time period noted above. You will not receive a credit for sales tax billed ra for to receiiDt of a valid exeml2ion
certificate.
Sales Tax on Products Purchased
Sales tax will only be charged on this order if the items purchased are subject to tax, depending on State law. For
example, state sales tax rules vary depending on the delivery method of the software.
Blaekbaud Confidential 2000 Daniel Island Drive.Charleston 5C 29492-7541
Page 3 of 5
If You must remit sales tax to Your vendor but can later claim a refund with Your State, please answer"No" to
this question. Blackbaud must still charge sales tax on this order(if applicable) even though You may ultimately
receive a refund of the sales tax.
Purchase Card Additional Terms and Conditions
1. This Purchase Card Additional Terms and Conditions (these "Terms") represent an agreement between You
and Blackbaud that governs Your participation in the Purchase Card Program (each term as defined below). You
must accept these Terms and the Purchase Card Agreement in order to participate in the Program.
2. Definitions.
(a) "Application" means the form You complete for the Bank to evaluate Your participation in the Program.
(b) "Bank" means Regions Bank and any other financial entity that may offer the Card.
(c) "Blackbaud", "Our", and "We" mean Blackbaud, Inc. and its affiliates and subsidiaries.
(d) "Card" means the co-branded purchase card issued by the Bank. Each reference to "Card" also shall include
all "Cards" provided to You.
(e) "Purchase Card Agreement" means the separate agreement You enter into with the Bank to provide a
purchase card account.
(f) "Program" means the Blackbaud Purchase Card Program between Blackbaud and You.
(g) "Rebate" means any amount paid by Blackbaud to You based upon the volume of purchases made under the
Program.
(h) "You" and "Your" mean the client set forth on the Application.
3. Processing Bank. At any time under these Terms, Blackbaud may engage a new Bank to provide the Card
associated with this Program. If You agree to enter into a new Purchase Card Agreement with such Bank, You
authorize Blackbaud to disclose Your Application to new Bank and to notify current Bank of your termination of
Your Purchase Card with current Bank (and You hereby agree that Blackbaud may act as Your agent for this
purpose). We may terminate these Terms and Your participation in the existing Program, which include rebates, if
You do not enter into a new Purchase Card Agreement with new Bank.
4. Rebates. You acknowledge that Blackbaud may receive volume-based rebates for purchases made by Card
users. Eligibility for the Rebate is contingent upon entering into and maintaining an agreement with Our partner
Bank(s). Blackbaud will calculate the amount of the Rebate based on the total volume of charges posted to Your
Card account during the preceding calendar year beginning January 1, minus any chargebacks, unpaid balances,
fees, and fraudulent charges, calculated by the percentage indicated on the Order Form. Blackbaud may
terminate the Rebate immediately for any reason. Rebates for the prior calendar year will be paid by February
28th the following year. Customers terminating prior to the end of the calendar year will forfeit their rights to the
rebate.
5. Blackbaud Solutions Agreement. The terms and conditions set forth in the Blackbaud Solutions Agreement are
hereby incorporated into these Terms.
You acknowledge that certain aspects of Our Solutions interface with and share client content with partner
applications purchased by You from third parties ("Partner Applications"). We make no warranty with respect to any
Partner Applications, and We shall have no liability should client content become unavailable from such Partner
Applications for any reason. Your use and remedies with respect to such Partner Applications shall be pursuant to
the applicable third-party agreements in place between You and the third-party provider of the Partner Application.
Pricing for Your Blackbaud subscription solution is based on Your number of records. If You exceed the number
of records for Your level, Your Subscription will be upgraded to the next applicable level. Once You are upgraded,
You may not reset to a lower usage level until Your next renewal period.
Blackbaud Confidential 2000 Daniel Island Drive,Charleston SC 29492-7541
Page 4 of 6
The term of your Subscription commences on the day you execute this Order Form and continues for the duration
set forth in the applicable line item above. Subscriptions are billed according to the schedule set forth above.
Scopes of Work
The Professional and Consulting services charges listed on this Order Form are for this purchase only and are
subject to the Professions$and_Consulting Servic 06 n r i berms, Information specific to the Professional and
Consulting services project, or work, can be found in the applicable Statement(s) of Work(SOW).
Project Contact Name:
Enter text here to overwrite the above Project Contact Name:
Project Contact Email:
Enter text here to overwrite the above Project Contact Email:
FE NXT Pro NC Implementation Scope of Work
FE NXT Detail Import 3 Years Scope of Work
Signatures:
IN WITNESS WHEREOF, the parties have caused this Order Form to be executed by their duly authorized
representatives.
AGREED:
Client; Brushy Creek Regional Utility Blackbaud Inc.
Authority
By:
dF
o�
Name: kehe- Name: Kevin Mooney
Title: (eA_4 (AC, Title: President, General Markets
Business Unit
Date; �� ��2' Date: 04/29/2021
All proposed modifications, variations, edits, or additions to this Order Form are objected to and deemed material unless
otherwise mutually agreed to in writing.
Signature:
Email: ssandre@scrrlaw.com
Blackbaud Confidential 1 2000 Daniel Island Drive.Charleston SC 29492-7541
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