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OFP DRAFT 10-5-16

CONSULTING AGREEMENT

This Consulting Agreement (the Agreement) is entered into as of the ___ day of October, 2016
(the Effective Date), by and between RESTON ASSOCIATION (the Association), and
Mediaworld Ventures, LLC (the Consultant) (together, the Parties).

WHEREAS, the Association desires to retain the Consultant to render certain services to the
Association and the Consultant desires to be so retained by the Association and to perform the
services specified herein, all in accordance with the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the premises, conditions and representations set forth
herein, and other good and valuable consideration, the receipt and sufficiency of which is
hereby mutually acknowledged, the Association and the Consultant agree as follows:

1. SCOPE OF WORK OR SERVICES TO BE PERFORMED

1.1 Statement of Work. The Association hereby engages the Consultant, as an


independent contractor, to provide certain services, including reports, documentation and/or
other deliverables (the Services) to the Association during the term of this Agreement, and the
Consultant hereby accepts such engagement. The Consultant agrees to perform for the
Association the Services, and to provide to the Association the work product, set forth in
Schedule A (the Statement of Work) which is attached hereto and incorporated herein by
reference. During the term of this Agreement, the Association and the Consultant may develop
and agree upon additional written Statements of Work defining additional Services (including
technical and deliverable requirements of the Services) to be performed by the Consultant,
Deliverables (as defined below) to be provided by the Consultant, additional terms and
conditions, if any, applicable to a particular engagement and such other details as the parties
deem appropriate (each, an Additional Statement of Work). Each Additional Statement of
Work shall be attached hereto as consecutively numbered Schedules A (e.g., Schedule A-1,
Schedule A-2, etc.), shall be incorporated herein, and shall be subject to the terms and
conditions of this Agreement as a Statement of Work hereunder. No Statement of Work shall
be binding unless agreed to in writing by both parties and may be amended from time to time by
mutual written agreement of the Parties. In case of a conflict between the provisions of this
Agreement and any provision of any Statement of Work, the provision of the Statement of Work
shall apply. The Consultant is not authorized under any circumstances to perform work under this
Agreement without a duly executed Statement of Work. Additionally, the Consultant is not
authorized to exceed the approved Not-to-Exceed Ceiling Amounts listed on the applicable
Statement of Work unless prior written approval is received from the Association.

1.2 Best Efforts. The Consultant and the employees assigned to perform Services
hereunder have and shall continue to have the knowledge, experience and skill to provide, and
shall provide, the Services in a professional and timely manner. The Consultant shall use its
best efforts to perform the Services for the Association, and to provide the Deliverables to the
Association, in accordance with the schedule set forth in the applicable Statement of Work.

1.3 Location and Access. Except as otherwise stated in a Statement of Work, the
Consultant may perform the Services at the Associations premises, the Consultants premises
or such other premises that the Association and the Consultant may deem appropriate. The
Association shall permit the Consultant to have reasonable access to the Associations
premises, personnel and computer equipment for the purposes of performing the Services at
the Associations premises.
1.4 Records and Reports. The Consultant shall keep accurate records of its
activities under this Agreement and shall make such records available to the Association upon
request. Unless otherwise stated in the Statement of Work, the Consultant shall provide the
Association with a written weekly report on such activities. The Consultant shall also provide
the Association with such other reports that the Association may periodically request during the
term of this Agreement.

1.5 Insurance. The Consultant shall, at its own expense, at all times during the term
of this Agreement, provide and maintain in effect adequate workers' compensation, commercial
general liability, errors and omissions, and other forms of insurance, in each case with insurers
reasonably acceptable to the Association, with policy limits sufficient to protect and indemnify
the Association and its affiliates, and each of their officers, managers, agents, employees,
subsidiaries, partners, members, controlling persons, and successors and assigns, from any
losses resulting from the conduct, acts, or omissions of the Consultant, and its employees,
agents or subcontractors. If applicable, additional or different insurance requirements shall be
specified in individual Statements of Work attached hereto and incorporated herein by
reference. The Consultant shall designate the Association as an additional insured under each
such policy, and the Consultant shall forward a certificate of insurance verifying such insurance
within 5 days of the Effective Date, which certificate shall indicate that such insurance policies
may not be cancelled or materially modified before the expiration of a 30 day notification period
to the Association.

2. PAYMENT

The Association agrees to compensate the Consultant for the Services that it performs
pursuant to the Statement of Work or any Additional Statement of Work in accordance with the
payment terms set forth in Schedule A attached hereto and incorporated herein by reference.
Payment shall be made only for work that has been performed satisfactorily and in accordance
with the terms of the Statement of Work. The Consultant shall be solely responsible for
complying with all federal, state, local and other tax laws and regulations applicable to any
payments received from the Association under this Agreement.

3. EMPLOYEES/CONSULTANTS

3.1 Employees/Consultants; Agreements.

(a) A list of the Consultant employees or independent contractors who will,


subject to Section 3.4, provide Services on behalf of the Consultant to the Association
hereunder is set forth in Schedule A (collectively, Consultant Team Members).

(b) Consultant shall at all times be responsible for the performance and
activities of such Consultant Team Members and only those individuals listed on
Schedule A shall participate with Consultant under this Agreement.

(c) The Consultant shall ensure that all Consultant Team Members who
perform Services under this Agreement adhere to all of the provisions of this Agreement
as if such provisions were expressly binding upon each such Consultant Team Member,
individually, and shall require that all Consultant Team Members execute the Joinder
Agreement set forth as Schedule B attached hereto and return the executed Joinder

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Agreement prior to the initiation of any work under this Agreement, which Joinder
Agreement shall become a part of this Agreement.

3.2 Salaries, Expenses. The Consultant shall bear and pay (a) all salaries, wages,
benefits and other compensation which the Consultant Team Members may be entitled to
receive for performing Services to the Association, and (b) all reimbursable travel, lodging and
other expenses which the Consultant Team Members may be entitled to receive in connection
with performance of the Services.

3.3 Taxes. The Consultant shall be responsible for payment of all taxes arising out of
its Services in connection with this Agreement, including without limitation, federal and state
income taxes, social security taxes, unemployment insurance taxes, and any other taxes,
contributions or business license fees as required. The Association shall not be responsible for
withholding any income or employment taxes whatsoever on the Consultants behalf and the
Consultant further agrees to indemnify, defend and hold the Association harmless from and
against any claims or action arising out of or relating to the Consultants failure to withhold such
taxes on behalf of the Consultant Team Members.

3.4 Replacement of Personnel.

(a) In the event any the Consultant Team Members are unable to work due to
illness or other causes for a period in excess of 5 business days, the Consultant shall
make appropriate replacements available to the Association for the performance of the
applicable Statement of Work, subject to the Associations approval as required by
subsection (b) of this Section 3.4.

(b) In order to preserve the continuity and timely performance of work under
the applicable Statement of Work, and to avoid the disruption and inefficiency associated
with replacing and training personnel of the Consultant, the Consultant agrees not to
remove or replace any the Consultant Team Members performing Services under a
Statement of Work without the prior written approval of the Association. If the
Association approves any such removal or replacement, the Consultant agrees to
replace said personnel of the Consultant with personnel of the Consultant of equal skill,
talent and experience. The Association shall not be charged for any time spent by any
replacement personnel of the Consultant in training, project orientation, or other
preparation to perform efficiently under a Statement of Work.

(c) In the event the Association is at any time dissatisfied with any Consultant
Team Member, the Consultant agrees to promptly remove and, if requested by the
Association, to use its best efforts to replace such personnel of the Consultant.

3.6 Compliance with Certain Laws. The Consultant shall comply with the
requirements of 41 CFR 60-1.4(a), 60-300.5(a), and 60-741.5(a). These regulations prohibit
discrimination against qualified individuals based on their status as protected veterans, or as
individuals with disabilities, and prohibit discrimination against all individuals based on their
race, color, religion, sex or national origin. Moreover, these regulations require that the
Consultant take affirmative action to employ and advance in employment individuals without
regard to race, color, religion, sex, national origin, protected veteran status or disability.

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4. RESTRICTIVE COVENANTS

4.1 Certain Acknowledgements and Agreements. The Consultant acknowledges


that, while the Consultant performs Services hereunder, the Association shall furnish, disclose
or make available to the Consultant Confidential Information (as defined below) related to the
business of the Association. The Consultant also acknowledges that such Confidential
Information has been developed and shall be developed by the Association through the
expenditure by the Association of substantial time, effort and money. Further, while the
Consultant performs Services hereunder, the Consultant is likely to be introduced to customers
and others with important relationships to the Association. The Consultant acknowledges that
any and all goodwill created through such introductions belongs exclusively to the Association,
including, without limitation, any goodwill created as a result of direct or indirect contacts or
relationships between the Consultant and any customers of the Association.

4.2 Definition of Confidential Information. For purposes of this Agreement, Confidential


Information means confidential and proprietary information of the Association, whether in written,
oral, electronic or other form, including but not limited to, information and facts concerning business
plans, customers, future customers, suppliers, licensors, licensees, partners, investors, affiliates or
others, training methods and materials, financial information, sales prospects, client lists,
inventions, or any other scientific, technical or trade secrets of the Association or of any third party
provided to the Consultant or the Association under a condition of confidentiality, provided that
Confidential Information shall not include information that is (a) in the public domain other than
through any fault or act by the Consultant, (b) known to the Consultant prior to its disclosure by
the Association to the Consultant in the course of its engagement hereunder, (c) lawfully
disclosed to the Consultant by a source other than the Association which source has a legal
right to disclose such information, or (d) independently developed by or for the Consultant without
use of or reference to Confidential Information.

4.3 Confidentiality. The Consultant and Consultant Team Members shall at all times,
both during the period while the Consultant performs Services hereunder and after the
termination of this Agreement and the termination of the Consultants engagement hereunder for
any reason or for no reason, maintain in confidence and shall not, without the prior written
consent of the Association, use, except in connection with the provision of Services hereunder
or otherwise required by court order, disclose or give to others any Confidential Information.
The terms of this Section 4.3 are in addition to, and not in lieu of, any statutory or other
contractual or legal obligation that the Consultant may have relating to the protection of the
Associations Confidential Information. The terms of this Section 4.3 shall survive indefinitely
any termination of this Agreement and/or any termination of the Consultants engagement
hereunder for any reason or for no reason.

4.4 Survival of Acknowledgements and Agreements. The Consultants


acknowledgements and agreements set forth in this Section 4 shall survive the termination of
this Agreement and the termination of the Consultants service hereunder for any reason or for
no reason.

5. OWNERSHIP OF IDEAS, COPYRIGHTS AND PATENTS

5.1 Property of the Association. All ideas, data, deliverables, reports, work products,
innovations, improvements, know-how, inventions, designs, developments, techniques, methods

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and other results of Consultants Services (in draft and final forms) under this Agreement and
any Statement of Work (SOW) and all related documentation (such as, but not limited to, notes,
records, documents, drawings, and designs), which Consultant makes, conceives, reduces to
practice, or develops in whole or in part, either alone or jointly with others, in connection with the
Services or which relate to any Confidential Information (collectively, the Deliverables) shall be
the sole and exclusive property of the Association, and shall be considered works made for
hire pursuant to the United States Copyright Act (17 U.S.C. Section 101). The Consultant
hereby assigns to the Association all of the Consultants right, title and interest in and to all of
the foregoing. The Consultant further represents that, to the best of the Consultants knowledge
and belief, none of the Deliverables shall violate or infringe upon any right, patent, copyright,
trademark or right of privacy, or constitute libel or slander against or violate any other rights of
any person, firm or corporation, and that the Consultant shall use the Consultants best efforts to
prevent any such violation.

5.2 Cooperation. At any time during the Consultants service hereunder or after the
termination of the Consultants engagement hereunder for any reason or for no reason, the
Consultant shall cooperate fully with the Association and its attorneys and agents in the
preparation and filing of all papers and other documents as may be required to perfect the
Associations rights in and to any Deliverables described in Section 5.1.

5.3 Licensing and Use of Deliverables. The Consultant hereby grants to the
Association a royalty-free, fully paid-up, non-exclusive, perpetual and irrevocable license
throughout the world to use, modify, create derivative works from, disclose, publish, translate,
reproduce, deliver, perform, dispose of, and to authorize others so to do, with respect to any
intellectual property of the Consultants incorporated into any work done and delivered to the
Association. The Consultant shall not include in any Deliverables the Consultant delivers to the
Association or uses on its behalf, without the prior written approval of the Association, any
material which is or shall be patented, copyrighted or trademarked by the Consultant or others
unless the Consultant provides the Association with the written permission of the holder of any
patent, copyright or trademark owner for the Association to use such material in a manner
consistent with then-current Association policy.

6. REPRESENTATIONS AND WARRANTIES

6.1 Compliance with Laws. Each Party agrees that it, as well as any employees,
agents or others acting on its behalf who will be involved in the Services under this Agreement,
will conduct all business and activities and maintain all records in full compliance with all
applicable laws, statutes, regulations or ordinances of the U.S. Government or any federal, state
or local governmental agency including obtaining all business permits and licenses that may be
required to carry out the Services to be performed under this Agreement.

6.2 Representations and Certifications. The Consultant represents and warrants to


the Association as follows:

(a) that it has the full right, power and authority to enter into this Agreement,
to grant the rights and licenses granted herein and to perform fully all of its obligations
hereunder;

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(b) the execution and performance of this Agreement shall not constitute a
breach or default under any contract or instrument to which the Consultant is a party, or
by which it is bound, and the Consultant is under no contractual or other obligation to
any third party which would prevent or limit its performance of Services under this
Agreement;

(c) that it and the employees, subcontractors and agents assigned to perform
Services hereunder have and shall continue to have the knowledge, experience and skill
to provide, and shall provide, the Services in a professional and timely manner and the
Services shall conform to the highest standards of workmanship in accordance with best
recognized industry standards for similar services and the specifications set out in the
Statement of Work.

(d) that neither it, its employees nor its subcontractors or agents performing
services hereunder (i) has or have committed any act of embezzlement, theft, forgery,
bribery, falsification or destruction or records or documents, or made any false
statements or received stolen property; and (v) is not presently under indictment for, or
otherwise criminally or civilly charged by any governmental agency or other entity or
person with, any of the foregoing offenses;

(e) the Association will receive good and valid title to all Deliverables, free
and clear of all encumbrances and liens of any kind; and

(f) any works of authorship, copyrightable material or other Deliverables


developed under this Agreement shall not infringe any patent, copyright, trade secret,
trademark or other rights of any third party.

6.3 Consultants Independent Investigation. The Consultant acknowledges that, prior


to execution of this Agreement, it has by its own independent investigation been given sufficient
opportunity to (a) ascertain the Services required by this Agreement; (b) review this Agreement
and the obligations hereunder; and (c) satisfy itself as to the accuracy and correctness of all
information furnished to it by or on behalf of the Association. Any failure by the Consultant to
investigate independently and become fully informed shall not relieve the Consultant from its
responsibilities under this Agreement.

7. INDEMNITY

7.1 General Indemnity. Each Party agrees that it shall defend, indemnify and hold
harmless the other party and its affiliates, and their members, managers, officers, employees,
customers, representatives, attorneys, agents, and successors and assigns (each an
Indemnitee), from and against any and all damages, demands, expenses, claims, liabilities,
injuries, suits, and proceedings, including, without limitation , including reasonable attorneys'
fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing
any insurance providers (Losses) arising out or related to (a) breach of the Partys
representations, warranties or obligations under this Agreement; (b) negligent, wrongful acts or
omissions by the Party or any of its employees, agents or representatives in the course of or
related to its obligations as set forth in this Agreement; and/or (c) fraud, dishonesty,
misrepresentation or default by the Party.

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7.2 Patent and Copyright Indemnity. The Consultant agrees that it shall defend,
indemnify and hold harmless the Association Indemnitees from and against any and all Losses
based on a claim that any Services or Deliverables or the Associations receipt or use thereof
constitutes an infringement of any trademarks, trade secrets, patent, copyright, intellectual
property or any other right of any third party. If any such property is held to constitute an
infringement and the exercise of rights thereto is enjoined, the Association may require that the
Consultant, at its sole expense, (a) obtain for the Association the right to continue exercising
such rights to such property, or (b) modify such property so that it does not infringe.

8. TERM AND TERMINATION

8.1 Term. This Agreement shall be effective on the Effective Date and shall continue
in full force and effect until completion of the Services specified in the Statement of Services
unless earlier terminated as permitted herein.

8.2 Termination for Convenience. This Agreement may be terminated at any time by
either party upon 30 days written notice. Upon termination, the Consultant shall not be entitled
to receive any further payments other than for Services rendered to, and costs and expenses
incurred on behalf of, the Association prior to the date of termination of this Agreement, all in
accordance with any applicable Statement of Works.

8.3 Termination for Breach. If one party defaults in the performance of, or fails to
perform, any of its material obligations under this Agreement, and such default is not remedied
within 30 days of the receipt of written notice from the non-defaulting party, then the non-
defaulting party shall have the right to terminate this Agreement upon written notice and avail
itself of any and all rights and remedies to which it may be entitled in accordance with the
applicable provisions of Section 10.

8.4 Termination for Bankruptcy. Either party may terminate this Agreement effective
immediately without liability upon written notice to the other if any one of the following events
occurs: (a) the other party files a voluntary petition in bankruptcy or an involuntary petition is
filed against it, (b) the other party is adjudged a bankrupt, (c) a court assumes jurisdiction of the
assets of the other party under a federal reorganization act, (d) a trustee or receiver is
appointed by a court for all or a substantial portion of the assets of the other party, e) the other
party becomes insolvent or suspends business, or (f) the other party makes an assignment of its
assets for the benefit of its creditors.

8.5 Return of Association Materials. Upon expiration or termination of this


Agreement for any reason, or at any time upon request by the Association, the Consultant shall
immediately return to the Association all property belonging to the Association, including, without
limitation, all Confidential Information in the Consultants possession or control, any and all
notes, drawings, lists, documents, reports, files, memoranda, records, software, credit cards,
door and file keys, computer access codes, disks and instructional manuals, or any other
physical or personal property that the Consultant received, prepared, or helped prepare in
connection with its performance of Services under this Agreement. If any such property is not in
the Consultants possession and control, the Consultant shall use its best efforts to obtain and
return the same and the Consultant shall not retain any copies, duplicates, reproductions, or
excerpts thereof, nor shall it show or give any of the above to any third party.

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8.6 Survival. Termination or expiration of this Agreement or any Statement of Work
shall not cancel or terminate any rights and/or obligations which arose prior to the effective date
of such termination or expiration and which must continue to give effect to their meaning at the
time such right and/or obligation arose.

9. NOTICES

All notices, requests, consents and other communications hereunder which are required to
be provided, or which the sender elects to provide, in writing, shall be addressed to the receiving
partys address set forth below or to such other address as a party may designate by notice
hereunder, and shall be either (a) delivered by hand, (b) made by facsimile or email transmission,
(c) sent by overnight courier, or (d) sent by registered or certified mail, return receipt requested,
postage prepaid. All notices, requests, consents and other communications hereunder shall be
deemed to have been given either (i) if by hand, at the time of the delivery thereof to the receiving
party at the address of such party set forth below, (ii) if made by facsimile or email transmission,
at the time that receipt thereof has been acknowledged by electronic confirmation or otherwise,
(iii) if sent by overnight courier, on the next business day following the day such notice is delivered
to the courier service, or (iv) if sent by registered or certified mail, on the fifth business day following
the day such mailing is made.

If to the Consultant: If to the Association:

Mediaworld Ventures, LLC Reston Association


P.O. Box 2061 12001 Sunrise Valley Drive
Reston, Virginia 20195 Reston, Virginia 20191
ATTN: Sridhar Ganesan ATTN: _________________
Email: sridhar@mediaworldventures.com Email: _________________
Fax: ___________________ Fax: ___________________

10. GENERAL

10.1 Entire Agreement. This Agreement, all Statement of Works and Additional
Statement of Works, embody the entire agreement and understanding between the Parties
hereto with respect to the subject matter hereof and supersede all prior oral or written
agreements and understandings relating to the subject matter hereof. No statement,
representation, warranty, covenant or agreement of any kind not expressly set forth in this
Agreement, or any Statement of Work or Additional Statement of Work shall affect, or be used to
interpret, change or restrict, the express terms and provisions of this Agreement.

10.2 Modifications and Amendments. The terms and provisions of this Agreement
may be modified or amended only by written agreement executed by the Parties hereto.

10.3 Waivers and Consents. The terms and provisions of this Agreement may be
waived, or consent for the departure therefrom granted, only by written document executed by
the party entitled to the benefits of such terms or provisions. No such waiver or consent shall be
deemed to be or shall constitute a waiver or consent with respect to any other terms or
provisions of this Agreement, whether or not similar. Each such waiver or consent shall be

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effective only in the specific instance and for the purpose for which it was given, and shall not
constitute a continuing waiver or consent.

10.4 Assignment. The Association may assign its rights and obligations hereunder to
any person or entity that succeeds to all or substantially all of the Associations business or that
aspect of the Associations business in which the Consultant is principally involved. The
Consultants rights and obligations under this Agreement may not be assigned or subcontracted
without the prior written consent of the Association and any such attempted assignment by the
Consultant without the prior written consent of the Association shall be void.

10.5 Benefit. All statements, representations, warranties, covenants and agreements


in this Agreement shall be binding on the Parties hereto and shall inure to the benefit of their
respective successors and permitted assigns. Nothing in this Agreement shall be construed to
create any rights or obligations except between the Parties hereto, the Association and the
parties entitled to indemnification hereunder, and no other person or entity shall be regarded as
a third-party beneficiary of this Agreement.

10.6 Governing Law. This Agreement and the rights and obligations of the Parties
hereunder shall be construed in accordance with and governed by the law of the
Commonwealth of Virginia, without giving effect to the conflict of law principles thereof.

10.7 Jurisdiction, Venue and Service of Process. Any legal action or proceeding with
respect to this Agreement shall be brought in the courts of the Commonwealth of Virginia or of
the Eastern District of the United States of America for the Commonwealth of Virginia. By
execution and delivery of this Agreement, each of the Parties hereto accepts for itself and in
respect of its property, generally and unconditionally, the exclusive jurisdiction of the aforesaid
courts. Each of the Parties hereto irrevocably consents to the service of process of any of the
aforementioned courts in any such action or proceeding by the mailing of copies thereof by
certified mail, postage prepaid, to the party at its address set forth in Section 10 hereof.

10.8 Waiver Of Jury Trial. ANY ACTION, DEMAND, CLAIM OR COUNTERCLAIM


ARISING UNDER OR RELATING TO THIS AGREEMENT SHALL BE RESOLVED BY A JUDGE
ALONE AND EACH OF THE PARTIES WAIVES ANY RIGHT TO A JURY TRIAL THEREOF.

10.9 Severability. The Parties intend this Agreement to be enforced as written.


However, (a) if any portion or provision of this Agreement shall to any extent be declared illegal
or unenforceable by a duly authorized court having jurisdiction, then the remainder of this
Agreement, or the application of such portion or provision in circumstances other than those as
to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion
and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by
law, and (b) if any provision, or part thereof, is held to be unenforceable because of the duration
of such provision or the geographic area covered thereby, the Parties agree that the court
making such determination shall have the power to reduce the duration and/or geographic area
of such provision, and/or to delete specific words and phrases (blue-penciling), and in its
reduced or blue-penciled form such provision shall then be enforceable and shall be enforced.

10.10 Headings and Captions. The headings and captions of the various subdivisions
of this Agreement are for convenience of reference only and shall in no way modify, or affect the
meaning or construction of, any of the terms or provisions hereof.

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10.11 Injunctive Relief. The Consultant hereby expressly acknowledges that any breach
or threatened breach of any of the terms and/or conditions set forth in Section 4 or 5 of this
Agreement shall result in substantial, continuing and irreparable injury to the Association.
Therefore, in addition to any other remedy that may be available to the Association, the Association
shall be entitled to injunctive or other equitable relief by a court of appropriate jurisdiction in the
event of any breach or threatened breach of the terms of Section 4 or 5 of this Agreement. The
period during which the covenants contained in Section 4 shall apply shall be extended by any
periods during which the Consultant is found by a court to have been in violation of such
covenants.

10.12 No Waiver of Rights, Powers and Remedies. No failure or delay by a party


hereto in exercising any right, power or remedy under this Agreement, and no course of dealing
between the Parties hereto, shall operate as a waiver of any such right, power or remedy of the
party. No single or partial exercise of any right, power or remedy under this Agreement by a
party hereto, nor any abandonment or discontinuance of steps to enforce any such right, power
or remedy, shall preclude such party from any other or further exercise thereof or the exercise of
any other right, power or remedy hereunder. The election of any remedy by a party hereto shall
not constitute a waiver of the right of such party to pursue other available remedies. No notice
to or demand on a party not expressly required under this Agreement shall entitle the party
receiving such notice or demand to any other or further notice or demand in similar or other
circumstances or constitute a waiver of the rights of the party giving such notice or demand to
any other or further action in any circumstances without such notice or demand.

10.13 Independent Consultant. The Association and the Consultant agree that the
relationship of the Consultant to the Association is at all times that of an independent Consultant
and not that of an employee, agent, partner or joint-venturer of or with the Association. The
Consultant acknowledges that it shall hold no authority, express or implied, to commit, obligate
or make representations on behalf of the Association and shall make no representation to others
to the contrary. The Consultant also acknowledges that neither it nor any of its employees is or
shall be entitled to any benefits that may be afforded to employees of the Association from time
to time, including, without limitation, any insurance, employee benefit plans, fringe benefits or
Association policies that may be in effect from time to time, and the Association shall not be
responsible for withholding or paying any income, payroll, Social Security or other federal, state
or local taxes, making any insurance contributions, including unemployment or disability, or
obtaining worker's compensation insurance on behalf of the Consultant or any of its employees.

10.14 Time is of the Essence. Time is of the essence with respect to the parties
obligations hereunder. The Consultant shall notify the Association in writing immediately if at
any time it appears to the Consultant that it may not meet a required performance schedule.

10.15 Counterparts. This Agreement may be executed in one or more counterparts,


and by different parties hereto on separate counterparts, as well as via PDF or facsimile, each
of which shall be deemed an original, but all of which together shall constitute one and the same
instrument.

IN WITNESS WHEREOF, the Parties have set their hands and seals to this Consulting
Agreement as of the Effective Date.

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RESTON ASSOCIATION MEDIAWORLD VENTURES, LLC

By: By:
Ellen Graves Sridhar Ganesan
President President
Taxpayer ID Number:_____________

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SCHEDULE A

STATEMENT OF WORK

1. SERVICES: The Consultant shall prepare and deliver to the Association deliverables
and reports in accordance with the requirements, quantities and schedules detailed
herein.

The Consultant is to review the processes and internal controls that were followed
across the Association (including by the Associations staff, its Board of Directors, and
any contractors or consultants of the Association) related to the decision-making,
governance, administrative and financial aspects of the Associations purchase,
(including the referendum), planned use, and renovation of Tetra (now known as the
Lake House property and referred to herein as the Tetra/Lake House Project).

The review will include all materials and documents deemed necessary by the
Consultant and/or shared with the RA Board and the public related to the Tetra/Lake
House Project, which materials and documents will be compiled and provided directly to
the Consultant by the Association. The Consultant will review the accuracy and
adequacy of budgets and other information provided in the referendum by the
Association to its members and the Board, as well as the process utilized to prepare
those documents. The Consultant will also review the steps taken for the acquisition,
repair, and remodeling related to the Tetra/Lake House Project to ensure appropriate
decision-making, financial, budgeting, accounting and project management/controls
were followed.

The Consultant will conduct interviews with certain Association staff, Board members,
committee members, and the contractors substantially involved in the Tetra/Lake House
Project as designated and set forth in Schedule C to this Agreement.

2. SCHEDULE: The Consultant shall perform the Services in accordance with the
following schedule, unless otherwise agreed by the Parties.

Task Completion Date

Initial review of documents


and request for additional materials October 31, 2016
Interviews Concluded November 23, 2016
Report Delivered December 15, 2016
Presentation to Association Management December 15, 2016
Presentation to Associations Board December 15, 2016

3. DELIVERABLES:

The Consultant will prepare and deliver a final report (and any applicable templates and
checklists) which will include, at a minimum, all findings resulting from:

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1) reviewing the accuracy and adequacy of budgets and other information provided in
the referendum for the Tetra/Lake House Project by the Association to its members
and the Board, as well as the process utilized to prepare those documents;
2) reviewing the steps taken for the acquisition, planning, repair, and renovation of the
Tetra/Lake House Project to ensure appropriate decision-making, financial,
budgeting, accounting and project management/controls were followed;
3) summarizing the major causes of the cost overruns and revenue shortfalls related
to the Tetra/Lake House Project; and
4) making such recommendations for revising, modifying and/or supplementing the
processes, internal controls and governance procedures of the Association to
ensure future large-scale projects are (a) accurately budgeted and (b) conducted in
accordance with generally acceptable principles and practices for similarly situated
not-for-profit organizations.
The Association reserves the right to inspect the quality of the deliverables submitted by
the Consultant in accordance with the requirements included in this SOW, and to return
any deliverables of unsuitable quality that are not in accordance with this SOW to the
Consultant for rework at no additional cost to the Association. The Consultant shall, at its
own expense, rework such deliverables within 15 days of the Associations notice of
deficiency. In the event that the Consultant refuses to rework the deliverables to the
required quality as detailed in this SOW, the Association reserves the right to perform the
required effort itself, or to contract with another entity for the services, and to withhold
from payment to the Consultant, for work that is not in accordance with the detailed
requirements of this SOW.

4. PLACE OF PERFORMANCE / TRAVEL: The place(s) of performance for work to be


performed under this Agreement shall be at the Associations offices or the Consultants
office. Travel will not be required. All travel must be pre-approved in writing by the
Association. The costs of any travel required shall be calculated in accordance with
Federal Travel Regulations or Joint Travel Regulations, as applicable. Authorized air
travel will be reimbursed for coach class accommodations only. Costs for local travel
within 50 miles of the Consultants office will not be reimbursed by the Association and is
the sole responsibility of the Consultant. The Consultant shall provide receipts for all
claimed travel expenses.

5. PAYMENT TERMS: Unless and to the extent otherwise set forth in any addendum to
this Schedule A, as applicable, the Consultant shall be paid $1.00 by the Association
upon the completion of the Services.

In no event shall the Consultant be compensated or reimbursed for any overtime,


weekend, holiday or other such labor premium rates in excess of the hourly rates
specified in this Statement of Work. The parties agree that the Association is not
responsible for reimbursing any costs or expenses incurred by the Consultant in
performing the Services unless previously agreed to in writing by the Association. The
Association shall reimburse the Consultant for any reasonable, authorized travel,
lodging, sustenance and other approved out-of-pocket expenses incurred by personnel
in the course of performing hereunder, provided that the Consultant furnishes the
Association with specific documentation therefor, and provided further that such costs or

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expenses do not exceed $2500 during the term of this Statement of Work. Any
approved travel, lodging and sustenance expenses shall be subject to the Associations
then current standard Travel and Entertainment Policy, as amended from time to time.

All invoices shall be submitted directly to the Association Accounts Payable Department.
All invoices shall be paid in US dollars unless otherwise agreed upon in a schedule to
this Agreement. Payment shall be net 30 days after receipt of a complete invoice by the
Association.

6. CONSULTANT TEAM MEMBERS / POINTS OF CONTACT: in addition to Sridhar Ganesan


of Mediaworld Ventures LLC, the Consultant Team Members performing Services under
this Statement of Work include and are limited to:

John Higgins
Jill Gallagher
Dr. Richard Stillson
Moira Callaghan

The Consultant will report directly to the Board of Directors and/or Ellen Graves, its
President in connection with the performance of the Services under this Statement of
Work.

The name and contact information for the person(s) within each organization responsible
for this Statement of Work:

Reston Association Point of Contact Consultant Point of Contact


Name: [TBD] Name: Sridhar Ganesan / John Higgins
Phone Number: Phone Number:
Email Address: Email Address:

IN WITNESS WHEREOF, the Parties have set their hands and seals to this Statement of Work
as of this ___ day of October, 2016.

RESTON ASSOCIATION MEDIAWORLD VENTURES, LLC

By: By:
Ellen Graves, President Sridhar Ganesan, President

Taxpayer ID Number:

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SCHEDULE B

JOINDER AGREEMENT

The undersigned, an individual, intending to be legally bound and as a material


inducement for ______________ (the Consultant), to submit the undersigneds name and
resume as a Consultant Team Member pursuant to the Consulting Agreement (the
Agreement), between RESTON ASSOCIATION the (Association) and the Consultant, does
join in the Agreement for the purposes of acknowledging and agreeing, jointly and severally with
the Consultant, to be bound by all of the provisions of the Agreement as if the undersigned was
a party to the Agreement. The undersigned agrees to the restrictions and protections within the
Agreement including, but not limited to, Sections 4 and 5 of the Agreement.

The undersigned acknowledges and agrees as follows: (a) that while the undersigned
performs services under the Agreement, the Association shall furnish, disclose or make
available to the undersigned Confidential Information (as defined in the Agreement) related to
the business of the Association; (b) the undersigned will receive substantial benefits as a result
of the transactions contemplated by the Agreement and that the opportunity for such benefits
are adequate and sufficient consideration for the undersigneds agreement to join in, and to be
jointly and severally bound with the Consultant by the Agreement; and (c) the undersigned has
consulted with, or has had the opportunity to consult with, independent, legal counsel regarding
the undersigneds rights and obligations under the Agreement and this Joinder and that the
undersigned fully understands the Agreements and this Joinders terms.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound, has set his/her
signature and seal and executed this Joinder as of October ___, 2016.

_______________________________(Seal)
Name:

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SCHEDULE C

List of Persons Identified By Consultant To Be Interviewed

1) Cate Fulkerson;
2) Larry Butler;
3) Robert Wood;
4) Other Senior Reston Association Staff, as requested;
5) Current Board of Directors members;
6) Ken Knueven;
7) David Harris;
8) Companies which conducted the two (2) Appraisals on the Lake House Property;
9) General Contractor which performed the renovations of the Lake House;
10) Land Use Counsel for the Association;
11) General Counsel for the Association.

The Association will use its best efforts to make available the Board members and current staff
in the list above, pursuant to an agreed upon schedule by which the interviews will be
conducted. The Association will assist but will not be responsible for whether or not interviews
will or can be conducted with former Board members or former Association employees. The
Association will also provide space for the interviews to be conducted, presumably, unless
otherwise specified at the time, at the Associations offices. Consultant will use its best efforts to
coordinate the interviews in such a way as to minimize the impact of these interviews on the
Associations Board members and staff, including but not limited to insuring that the Consultant
and Consultants Team Members, as necessary and required, are aware of the schedule of
interviews and coordinate their schedules as necessary to be there for the designated dates and
times of interviews to avoid the necessity of duplication.

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