CONSULTING AGREEMENT This agreement is made as of March by

CONSULTING AGREEMENT This agreement is made as of March 4, 2008 by and between Elizabethtown Board of Education, a Kentucky nonprofit corporation, with its principal place of business at 219 Helm Street, Elizabethtown, Kentucky (Elizabethtown) and Jeffrey L. Ashley & Associates, LLC, a Kentucky Limited Liability Company, with its principal place of business at 2525 Nelson Miller Parkway, Louisville, Kentucky (Ashley). The Elizabethtown Board of Education wishes to engage Ashley & Associates to assist the organization as a fundraising consultant in consideration of the mutual covenants and agreements contained herein, and it is hereby agreed by and between Elizabethtown and Ashley as follows. TERM OF AGREEMENT Elizabethtown hereby engages Ashley as a fund development consultant for a term beginning March 4, 2008 for the project and timeline described here within as directed by both Elizabethtown and Ashley. DUTIES AND RESPONSIBILITIES Creation of a Comprehensive Fund Development & Capital Campaign Plan Review Current Overall Fund Development Operations Our first step will be to conduct a comprehensive review of any current and historical fund development activities. Ashley & Associates will review organizational operations and make (as well as assist in the implementation of when appropriate) formal recommendations that will increase overall efficiency and effectiveness as it relates to the operations of a campaign – always with a focus on cultivating and soliciting qualified donor prospects. Our process includes reviewing historical giving records of individuals, corporations, foundations and other organizations; a review of general policy and procedures (i.e. gift processing and acknowledgement); the review (and creation if necessary) of a formal Gift Acceptance Policy; donor recognition, a review of how the Committee has positioned the “ask” with donor constituents; a review of donor communications including solicitation letters, newsletters, web articles, etc; the creation of at least one donor / prospect proposal template; and the identification of additional qualified donor prospects and potential corporate and individual sponsorships. Details of this report will include: Clarify role and impact of the School Board’s fundraising policies Assess how Elizabethtown High School has positioned the “ask” with donor constituents Review donor correspondence; newsletters, solicitation letters, etc. Identify ways to broaden and deepen the overall base of support in the course of the campaign Assess and recommend changes to improve efficiency of gift processing, record keeping, donor acknowledgement, donor tracking and more Evaluate (create if needed) a formal gift acceptance policy 1 of 4 Creation of a Capital Campaign Plan A capital campaign plan includes a variety of tools and techniques to create a cohesive strategy to ensure the facilities remain an asset in your community for years to come. The components of a capital campaign plan include: Construct a detailed timeline and work plan for planning process Develop the case for supporting the project (key messages to donors) Define major gifts and begin development of a focused major gifts program Construct a detailed timeline/ work plan for campaign; Provide guidance in identifying, selecting, recruiting and training of key campaign leadership/volunteers Develop and prioritize a list of qualified donor prospects based on capacity and inclination to support the project (including giving ranges) Creation of a prospect/donor proposal template Develop strategies to secure commitments from qualified major donor prospects including corporations and foundations that would have an interest in giving to the project over a multiyear period Focus on the individual relationships and how those can be cultivated further, i.e. parents, coaches, family members, vendors, friends, alumni, etc. Validate and recommend appropriate campaign goal Develop a campaign table of needed gifts Develop naming opportunities and recommend policies for major gifts Develop appropriate donor recognition for specific levels to campaign, donor listing, etc. Initiate discussion of a possible endowment campaign that would support scholarships, capital renovations and endowment for operations of the facilities for generations to come Explore Sponsorship Program Opportunities Additionally, we will take a look at potential individual relationships already existing with Elizabethtown High School, as well as those that can be further cultivated, and begin to develop a comprehensive sponsorship program in support of specific needs for beyond the athletic facilities project. A separate contract for capital campaign counsel (if desired) will be outlined in a separate agreement. The specifics of time and availability, length of the agreement and fee structure are outlined as follows: Associates Assigned Jeanne Curtis, Consultant will serve as lead Counsel for the project, but the Committee will have access to the full complement of resources from the entire Ashley & Associates team. Different Ashley & Associate team members may be assigned in collaboration to all aspects of this relationship. Time / Availability A schedule for accomplishing these tasks will occur both on-site and off-site. The schedule for the term will be mutually agreed upon and may be adjusted as needed. Ashley & Associates anticipates a four-month planning period. Fund Raising Counsel will also be available for Board meetings based upon schedule and on a daily basis via access on the phone and through e-mail. 2 of 4 Terms / Fees Ashley & Associates will provide consulting services for an initial four-month planning process at a fee of $4,000/month ($16,000 total for planning). Billing will occur on the 15th of each month beginning March 15, 2008 and payment is due by the last day of the same month. Any invoice not paid after 60 days will be charged a ten percent late fee for each additional 30 day period in which the invoice is not paid in full. Expenses, including mileage reimbursement for travel outside Louisville / Jefferson County, as well as any potential lodging and meals on those trips will be the responsibility of the Elizabethtown Board of Education (please note: travel expenses to and from Louisville will be billed and included at a rate of 30¢ per mile). This agreement can be terminated at any time by Elizabethtown with or without cause, by the giving of written notice, with termination effective 30-days from issuance of such written notice and compensation due for all work performed through the expiration of such 30-day period. The agreement can also be terminated at any time by Ashley with or without cause, by the giving of written notice, with compensation due for work performed through the expiration of such 30-day period or any sooner termination by Elizabethtown. CONSULTING RELATIONSHIP This Agreement between Elizabethtown and Ashley is a consulting agreement, and nothing in it should be construed in any way to form an employer-employee arrangement between the parties. Further, nothing in this Agreement shall be deemed to create a partnership or agency relationship between Elizabethtown and Ashley to make either jointly liable with the other for any obligation arising out of the activities and services contemplated by this Agreement. Jeffrey L. Ashley & Associates, LLC is registered as “Fundraising Consultant” in the Commonwealth of Kentucky and in Louisville / Jefferson County, following KRS 367.50 to 367.670 and its definitions, and shall act solely within those definitions. As such, the following information is required in all such agreements between Fundraising Consultants and Charitable Organizations. a) Obligations of each party are specifically outlined here-within; b) The charitable organization will receive 100% (one-hundred percent) of any and all contributions made to it during the entire length of this agreement; c) Ashley is offering no goods or services to the general public as a result of this agreement; d) General efforts of the charitable organization may encompass the entire United States of America, but are primarily centered, but not necessarily limited to, the Commonwealth of Kentucky and the surrounding region; e) Development and fund-raising efforts of the charitable organization are continuous and on-going; f) As efforts are on-going, the fund-raising budget for the charitable organization is determined solely by its administration and board of directors on an annual and as needed basis; g) All on-going and final accounting for all fund-raising efforts are the sole responsibility of the charitable organization. At no time will Ashley have custody of any contributions. 3 of 4 MISCELLANEOUS a) Mutual Agreement. This agreement may not be altered, amended, or modified other than by a written agreement signed by both parties. b) Applicable Law. This agreement has been executed in Louisville, Kentucky and shall be governed in accordance with the laws of the Commonwealth of Kentucky in every respect, applied without reference to principles of conflict of laws. c) Entire Agreement. This agreement contains all of the terms agreed upon by the parties with respect to the subject matter of this Agreement and supersedes all other agreements, arrangements and communications between the parties concerning such subject matter, whether oral or written. d) Confidentiality. The parties acknowledge the competitive value of confidential information (includes, but not limited to Elizabethtown Board of Education’s donor database or information that has not been made public) and that any disclosure of information made or permitted in violation of this agreement will adversely affect the interest of the party from which the information was obtained. The confidential information exchanged pursuant to this agreement shall not be used with any other party. This agreement is effective after 14 days upon submission to the Kentucky Attorney General’s Office pursuant to KRS 367.50 to 367.670. IN WITNESS THEREOF, the parties to this Agreement have signed it on ___________, 2008, to be effective upon formal approval. For Elizabethtown Board of Education: Signature and Title Signature and Title Jeffrey L. Ashley & Associates, LLC by: Jeffrey L. Ashley, President Jeffrey L. Ashley & Associates, LLC: Louisville-Jefferson County Metro Government Certificate No 6755 Commonwealth of Kentucky Registration Number C-89-08 Date Date Date 4 of 4