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DRAFT 12-14-16

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 its independent consultants, including those
listed in Schedule A, attached hereto and incorporated by reference herein, and any which may
be replaced or added in accordance with Section 3 Paragraph 3.4, infra (collectively “Consultant
Team Members”) 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 Association’s premises, the Consultant’s 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 Association’s
premises, personnel and computer equipment for the purposes of performing the Services at
the Association’s premises.

1.4 Records and Reports. The Consultant shall keep accurate records of its
activities under this Agreement as it deems necessary for achieving the objectives of set forth in
the Statement of Work. Unless otherwise stated in the Statement of Work, the Consultant shall
provide the Association with a written weekly update reports on its activities under the
Statement of Work All records, notes, and documents created by the Consultant Team
Members shall be considered the work-product of the Consultant; provided, however, that such
records, notes and documents created shall also be subject to the Confidentiality provisions
contained in this Agreement, including those in Section 4, infra, and the requirements of the
Confidentiality Agreement set forth in Schedule B, attached hereto and incorporated by
reference herein.

1.5 Insurance. The Consultant shall, for itself and the Consultant Team Members, at
all times during the term of this Agreement, provide and maintain in effect adequate: 1) workers'
compensation insurance coverage as required by law, at its own expense, and 2) commercial
general liability insurance coverage specific to this Agreement with insurers reasonably
acceptable to the Association, with policy limits of at least One Million Dollars ($1,000,000.00)
per occurrence sufficient to protect and indemnify the Association and its affiliates and each of
their officers, directors, agents, contractors, and employees from any losses resulting from the
conduct, acts, or omissions of the Consultant, and its employees, agents or subcontractors. 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 thirty (30) day notification period to
the Association. Association shall reimburse the Consultant for the cost of the commercial
general liability insurance coverage required by this provision and specific to this Agreement
and the Statement of Work, up to a total amount of ______(Amount?)____________ in
consideration of the Consultant’s performance under this Agreement.

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’s 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”).

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(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, subject to Section
3.4.

(c) The Consultant shall ensure that all Consultant Team Members, including
any replacements or additions to the Consultant Team Members, who perform any
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, including any
replacements or additions consistent with Section 3 Paragraph 3.4, infra, execute the
Confidentiality Agreement set forth as Schedule B attached hereto and return the
executed Confidentiality Agreement prior to the initiation of any work under this
Agreement, which Confidentiality 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 Consultant’s 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 Consultant’s failure to withhold such
taxes on behalf of the Consultant Team Members.

3.4 Replacement of and/or Additional 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, or if individuals with
special skills or expertise need to be added to the Consultant Team Members, the
Consultant shall make appropriate suggestions for the replacement or additional
personnel to the Association for the performance of the applicable Statement of Work,
subject to the Association’s 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, replace, or add any individuals to the Consultant Team Members performing
Services under a Statement of Work without the prior written approval of the Association,
which approval shall not be unreasonably withheld. If the Association approves any
such removal or replacement or if the Association approves additional individuals to
serve on the Consultant Team Members, the Consultant agrees to replace or add said
personnel with personnel of equal skill, talent and experience. .

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(c) In the event during the term of this Agreement any individual on the
Consultant Team Members is indicted for or convicted by a court of a crime or if
allegations of discrimination or harassment are made against him or her in the
performance of work under this Agreement, the Consultant agrees to promptly remove
that individual from the Consultant Team Members, if requested by the Association, and
to use its best efforts to replace such personnel in accordance with this Section 3.

4. RESTRICTIVE COVENANTS

4.1 Definition of Confidential Information: For the purposes of this Agreement,
“Confidential Information” means any information of the Association, whether in written, oral,
electronic or other form received by the Consultant and/or Consultant Team Members which is
provided to the Consultant and/or Consultant Team Members to review, research and prepare
the final report under this Agreement, including but not limited to any and all records, notes, and
documents created by the Consultant and/or Consultant Team Members. Confidential
Information shall not include any information (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.

4.2 Certain Acknowledgements and Agreements. Consultant and Consultant Team
Members shall not disclose to any third party any Confidential Information of the Association
obtained by Consultant in the course of performing the consulting services. The Consultant
may, as appropriate and necessary, use Confidential Information in their review, research and in
preparation of their draft and final report to the Association. Neither Consultant nor Consultant
Team Members shall use to his own advantage, or to the advantage of any other person or
entity, any Confidential Information gained from the files or business or employees of the
Association.

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, expiration, or completion of this Agreement and the termination of the Consultant’s
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 shall survive indefinitely, including any
termination or expiration of this Agreement and/or any termination of the Consultant’s
engagement hereunder for any reason or for no reason.

4.4 Survival of Acknowledgements and Agreements. The Consultant’s
acknowledgements and agreements set forth in this Section 4 shall survive indefinitely, and
shall specifically survive the early termination, expiration and/or completion of the Agreement.

5. OWNERSHIP OF IDEAS, COPYRIGHTS AND PATENTS

5.1 Property of the Association. All deliverables, including the draft and final reports
of the Consultant are the sole and exclusive property of the Association. The Consultant hereby

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assigns to the Association all of the Consultant’s right, title and interest in and to all of the
Deliverables, including the draft and final report. The Consultant further represents that, to the
best of the Consultant’s 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 Consultant’s best efforts to prevent any such violation.

5.2 Property of the Consultant and Consultant Team Members: All work products,
records, notes, e-mails and documents prepared or created by the Consultant and Consultant
Team shall be and remain the property of the Consultant and subject to the confidentiality
provisions contained in Section 4.

6. REPRESENTATIONS AND WARRANTIES

6.1 Compliance with Laws. Each Party agrees that it, as well as any Independent
Consultants, 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;

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

(e) 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.

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6.3 Consultant’s 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 Except to the extent otherwise covered by insurance, the Consultant, on behalf of
itself and Consultant Team Members, agrees that it shall defend, indemnify, reimburse and hold
harmless the Association, its officer, directors, employees from any and all damage, liabilities or
expenses (including reasonable attorneys’ fees and costs of defense) to the extent caused by
the grossly negligent acts, errors or omissions or the intentional acts of the Consultant or
Consultant Team Members.

7.2 Except to the extent otherwise covered by insurance, the Association, on behalf
of itself and its directors, officers, and employees, agrees that it shall defend, indemnify,
reimburse and hold harmless the Consultant from any all damage, liabilities, or expenses
(including reasonable attonreys’ fees and costs of defense) to the extent cause by the grossly
negligent acts, errors or omissions or the intentiona acts of the Association.

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 but
no later than _______(need date)______________ 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 anyand 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

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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 Consultant’s 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, in connection with its performance of
Services under this Agreement. If any such property is not in the Consultant’s 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.

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
party’s 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

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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
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 Consultant’s 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.

10.9 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

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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.

10.11 Liquidated Damages. 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, in the event of
a breach of Section 4 or 5 of this Agreement by either Consultant or Consultant’s Team, Consultant
shall pay Liquidated Damages to the Association in the amount of Two Thousand Dollars per
breach. Such Liquidated Damages shall be deemed to be a genuine pre-estimate of the
foreseeable damages incurred by the Association due to breach and shall be Association’s sole
recourse for late breach of Sections 4 and 5 of the Agreement.

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 Contractor. The Association and the Consultant agree that the
relationship of the Consultant to the Association is at all times that of an independent contractor
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.

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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.

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 in
the form of: 1) a draft report by February 17, 2017; and 2) a final report by February 28,
2017, both 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 Association’s 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 Association’s 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
Interviews Concluded
Report Delivered
Presentation to Association Management
Presentation to Association’s Board

3. DELIVERABLES:

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The Consultant will prepare and deliver a draft and final report (and any applicable
templates and checklists) (“Deliverables”) which will include, at a minimum, all findings
resulting from:
a) 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;
b) 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;
c) summarizing the major causes of the cost overruns and revenue shortfalls related
to the Tetra/Lake House Project; and
d)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.
Within fifteen (15) days following receipt of the final report from Consultant, the
association may notify consultant in writing of specific instances hwere it believes
Consultant did not provide the Deliverables required in Sections 3 (a) through 3 (d) and
the specific basis for each such alleged fault. Consultant shall have twenty-five (25)
business days following receipt of such notification to respond in writing with a revised
final report correcting the alleged fault(s) or, in the alternative, an explanation setting out
specifically where and how the final report met the required Deliverables in response to
the alleged fault(s) or a combination of both options, as it deems appropriate (provided
that the Association provides Consultant with all the information required to correct the
alleged fault including but not limited to access to the necessary officers, directors and
employees that may be required to cure such fault. Upon delivery of the Consultant’s
revised report or its explanation, the Deliverables required under this Agreement shall be
deemed to have been successfully completed, the obligations of the Consultant with
respect thereto shall end, and unless otherwise provided by the terms of this Agreement,
the Agreement shall terminate. Consultant shall have not further obligations to
Association with respect to the Deliverables.

4. PLACE OF PERFORMANCE / TRAVEL: The place(s) of performance for work to be
performed under this Agreement may be at the Association’s offices or the Consultant’s
office, or such other convenient location within a ten (10) mile radius of Reston. All travel
must be pre-approved in writing by the Association. Justification for such travel must be
submitted to the Association in advance and approved in writing by the Association,
which approval will not be unreasonably withheld. 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 Consultant’s 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.

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5. PAYMENT TERMS: Unless and to the extent otherwise set forth in any addendum to
this Schedule A, as applicable, the Consultant as agreed to with the Association, in
addition to the reimbursement for the costs of the Commercial Liability Insurance
required by this Agreement, shall be paid $1.00 by the Association upon the completion
of the Services as good and valuable consideration.

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. Once approved by the Association in writing, 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
expenses do not exceed the total amount of $2500 during the term of this Agreement
under the Statement of Work. Any approved travel, lodging and sustenance expenses
shall be subject to the Association’s 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 shall notify the Association a promptly as practical of any proposed
changes to Consultant Team Members, consistent with Section 3, Paragraph 3.4 of the
Agreement. If agreement cannot be reached and approval is not forthcoming, the
Association shall have the right to immediately terminate this Agreement.

The Consultant will report directly to Ellen Graves, President of the Association in
connection with the performance of the Services under this Statement of Work, or to any
other officer or director designated in writing by the Board of Directors of the Association.

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 Ellen Graves, President Name: Sridhar Ganesan / John Higgins
Phone Number: Phone Number:
Email Address: Email Address:

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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

CONFIDENTIALITY AGREEMENT

The undersigned, ______________________________an individual, (Undersigned Individual) as
a material inducement for Mediaworld Ventures, LLC (the “Consultant”), to submit the undersigned’s
name and resume as a Consultant Team Member pursuant to the Consulting Agreement (the “Consulting
Agreement”), between RESTON ASSOCIATION (“Association”) and the Consultant, does acknowledging
said Consulting Agreement and agrees to be specifically bound by and specifically agrees to comply with
Sections 4 and 5 of the Consulting Agreement, which Sections are attached hereto as Exhibit A and
incorporated by reference herein.

The undersigned individual acknowledges and agrees as follows: (a) that the undersigned is
being granted the privilege and being permitted to perform services for Consultant and will be working on
a contract project for which Consultant has been hired by the Association; and (b) that while the
Consultant and the undersigned, as a Consultant Team Member, performs services under the Agreement,
the Association shall furnish, disclose or make available to the Consultant and the undersigned
Confidential Information (as such term is defined in the Section 4 of the Agreement) related to the
business of the Association; and (c) the undersigned will receive the benefit of providing valuable
assistance to the Consultant by providing his or her knowledge and expertise to the Association in
evaluating the operations of the Association and that the opportunity is adequate and sufficient
consideration for the undersigned’s agreement to join in and be bound with the Consultant to the same
confidentiality provisions as the Consultant in Section 4 of the Agreement, which undersigned hereby
acknowledges, and agrees to be bound by; and (d) the undersigned has consulted with, or has had the
opportunity to consult with, independent, legal counsel regarding the undersigned’s rights and obligations
under the Agreement and this Confidentiality Agreement and that the undersigned fully understands the
Confidentiality Agreement’s intent, purpose and terms..

The undersigned individual during the term of the Consulting Agreement and this Confidentiality
Agreement, and at all times thereafter, agrees that he or she will not disclose to others outside of the
Board of Directors of the Reston Association or the Tetra/Lake House Committee, use for his or her own
benefit, or otherwise appropriate or copy any Confidential information, except as otherwise provided in
Section 4 and 5 of the Consulting Agreement. In addition, the Undersigned Individual further agrees to
retain in the strictest confidence any Confidential Information he or she learns in performing work for the
Consultant unless and until such information has been made generally available other than by breach of
the Agreement.

IN WITNESS WHEREOF, the parties intending to be legally bound, have set their signature and
seal and executed this Confidentiality Agreement as of December ___, 2016.

_______________________________(Seal)
Undersigned Individual

_______________________________
Mediaworld, Ventures, LLC

_______________________________
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 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 Property;
10) Land Use Counsel for the Association;
11) General Counsel for the Association.
12) The Design Firm utilized to develop plans for the renovations of the Lake House Property.

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 Association’s offices. Consultant will use it best efforts to
conduct any interviews, especially of Bpard members and employees of the Association at the
Association’s 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 Association’s Board members and
staff, including but not limited to insuring that the Consultant and Consultant’s 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 of efforts.

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