FCEDA Printing Services RFP SPECIAL PROVISIONS

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1 1. SCOPE 1.1 The intent of this Request for Proposal is to establish a fixed price contract by and between the Fairfax County Economic Development Authority (hereinafter FCEDA ) and the Contractor for the printing of eight (8) primary publication jobs. Vendor also must provide mailing list maintenance and mailing distribution services, as this is required on three* of the publications. The eight (8) publications are: (1) Area Profiles (2) Business Ventures Newsletter (*mailing required) (3) Doing Business in Fairfax County Handbook (4) Fairfax County Profile Booklet (5) Fairfax Leader Newsletter (*mailing required) (6) Real Estate Report (*mailing required) (7) FCEDA Mailing Labels (8) FCEDA Notepads The above-described publication jobs shall be performed in accordance with the Technical Specifications for each publication, attached hereto as Exhibit A, as well as with the Terms and General Conditions, Special Provisions and the Pricing Schedule contained in the Request for Proposal. Offerors shall respond to this Request for Proposal by submitting proposals in accordance with the instructions contained herein. 1.2 Samples of FCEDA Publications Samples of FCEDA publications covered by this Request for Proposal are available upon request. 2. CONTRACT DOCUMENTS The following documents, which are included in this Request for Proposal, shall be incorporated by reference in the resulting contract and become a part of said contract upon completion of the Acceptance Agreement by both parties: a. FCEDA Acceptance Agreement (Cover Sheet) b. General Conditions and Instructions to Bidders c. Special Provisions & Specifications d. Exhibit A: Technical Specifications e. Exhibit B: Technical Proposal f. Exhibit C: Pricing Schedule g. Memo of Negotiation/Formal Contract 3. PERIOD OF CONTRACT The period of this contract shall be from January 1, 2014, or date of award, whichever is later, through December 31, This contract may be renewed at the expiration of its term by mutual agreement of the parties. Such renewal may be for two (2) one (1) year periods or less, if agreeable to all parties.

2 3.2 Notice of intent to renew will be given to the Contractor in writing by the FCEDA President, normally 60 days before the expiration date of the current contract. This notice shall not be deemed to commit the FCEDA to a contract renewal. 3.3 It should be noted that multiyear contracts may be continued each fiscal year only after funding appropriations and program approval have been granted by the Fairfax County Board of Supervisors. In the event that the Fairfax County Board of Supervisors does not grant necessary funding appropriation/program approval, then the affected multiyear contract becomes null and void effective July 1 of the fiscal year for which such approvals have been denied. 4. GENERAL SPECIFICATIONS FOR PUBLICATION JOBS 4.1 This Request for Proposal covers the printing of eight (8) primary publication jobs for the FCEDA. Detailed specification sheets, attached hereto as Exhibit A, set forth the specifications for each of the following publication jobs: Area Profiles Business Ventures Newsletter Doing Business in Fairfax County Handbook Fairfax County Profile Fairfax Leader Newsletter Real Estate Report FCEDA Mailing Labels FCEDA Notepads 4.2 Job Schedule: Prior to the start of each publication job, the FCEDA shall present a schedule to be followed by the Contractor. 4.3 Proofs: Unless otherwise specified in a job s technical specification sheet, the Contractor shall provide a soft proof and/or digital proof for all publication jobs. 4.4 Color Proofs: Contractor shall provide laminate color proofs for each job listed in Section 4.1, if requested. 4.5 Printing: Contractor shall print according to exact specifications including stocks and inks. If requested stock or other specifications cannot be met, contractor shall provide the closest substitute, subject to prior FCEDA approval. 4.6 FSC Certification: Contractor shall be certified by the Forest Stewardship Council and shall add appropriate FSC certification logos to each applicable publication as listed in Section 4.1.

3 4.7 Delivery and Distribution: Contractor shall deliver, distribute, or mail each job listed in Section 4.1, as described in the technical specification sheets. 5. MAILING LIST MAINTENANCE AND FULFILLMENT SERVICES This Request for Proposal covers mailing list services to include: 5.1 Maintenance of a 5,000+ name mailing list: FCEDA will provide Contractor with Excel spreadsheet coded to specific publications. Contractor will provide regular maintenance of FCEDA list, including data entry of quarterly updates to list, provided by FCEDA not later than 14 business days prior to a scheduled mailing. Vendor will revise list accordingly and run NCOA as required by US Postal Service. Vendor will hold master list and will return a copy of updated list to FCEDA each quarter. 5.2 Fulfillment services: Contractor will provide the following services for publications, if requested in the technical specification sheets: Data processing setup and related services; Mailing services: o Hand fold and tab o Inkjet addresses on mail panel using specified codes o Prepares publication for presorted standard bulk mailing on FCEDA indicia o Delivery to Merrifield Post Office; o Overs maintenance: Ship overs to FCEDA via commercial shipping. 5.3 Miscellaneous services: Notification of changes in postal regulations that may affect direct mail fulfillment.

4 6. TIME OF PERFORMANCE Time of delivery or mailing of printed material is of the essence and shall be factor in making the award herein. DELIVERY SHALL BE NO LATER THAN THE TIME SPECIFIED IN THE TECHNICAL SPECIFICATIONS. 7. OVER/UNDER RUNS Contractor is expected to deliver the exact quantities specified. The maximum overrun accepted will be 10 percent (10%) over the quantity ordered. No under runs will be accepted. 8. DELIVERY OF PROOFS AND PUBLICATIONS The Contractor shall deliver proofs and final printed publications to: Fairfax County Economic Development Authority, 8300 Boone Boulevard, Suite 450, Tysons Corner, Virginia , between the hours of 8:30 a.m. and 5:00 p.m. weekdays or to the location(s) specified on the Technical Specifications attached hereto as Exhibit A. 9. FAILURE OF DELIVERY Offerors are cautioned to consider carefully the delivery time they indicate for each item as they will be required to adhere to that delivery time. Offerors are directed to Paragraph 36, General Conditions and Instructions to Bidders. 10. EMERGENCY PURCHASES The FCEDA reserves the right to make emergency purchases from other sources, should the Contractor be unable to furnish the required item with the required time frame. 11. SHIPPING AND MARKING The Contractor shall be required to furnish a packing slip with each shipment, listing in addition to the Contractor s stock number and item description, the job publication, the quantity ordered, the quantity shipped and the quantity back ordered, if any. 12. USE OF SUBCONTRACTORS The Contractor s use of a subcontractor for the production of any job publication specified in this Request for Proposal shall be subject to the prior written approval of the FCEDA President.

5 13. METHOD OF REQUESTING PRINT SERVICES The Communications Division of the FCEDA, under the supervision of the President, will order printing services from the Contractor pursuant to a written request for services. The written request shall specify the publication job required by the FCEDA, the quantity required and the delivery time. The request shall also contain the contract number and the date. 14 INSTRUCTIONS FOR PREPARATION OF TECHNICAL PROPOSAL The Offeror must complete the Technical Proposal, attached hereto as Exhibit B, and submit the Technical Proposal, together with the following information, in a binder, separate from the Business Proposal. Offeror must include four copies of each binder: a. FCEDA Cover Sheet, duly signed with the corporate seal impressed, if applicable. b. Completed Technical Proposal (Exhibit B ). c. Offeror s printing samples. 15. TECHNICAL SPECIFICATIONS FOR PUBLICATION JOBS See specification sheet for each publication job attached hereto as Exhibit A. The contractor must strictly adhere to the specifications for each job, and must not deviate from said specifications without the prior written approval of the FCEDA President. 16. OFFERER S PRINTING SAMPLES 16.1 At least three (3) samples must be furnished free of charge, clearly marked SAMPLE with the Request for Proposal number and the offeror s name and address Samples will be evaluated for quality and relevance Failure to submit the requested samples shall be just cause for eliminating the offeror from further consideration for award Samples will be returned upon request at the offeror s expense with no pecuniary liability to be incurred by the FCEDA for their loss or damage Samples will not be considered proprietary and confidential.

6 17. INSTRUCTIONS FOR PREPARATION OF BUSINESS PROPOSAL The offeror must additionally submit a Business Proposal in a binder separate from the Technical Proposal, fully supported by cost and pricing data adequate to establish the reasonableness of the proposed cost for each publication job. Offeror must include four copies of each binder. The FCEDA Pricing Schedule, attached hereto as Exhibit C, must be used in summarizing the business proposal, with adequate back-up detail to verify the proposed cost. The Pricing Schedule, together with the following information should be submitted as part of the Business Proposal: a. The cost of each publication job shall be itemized by line item (Exhibit C ). b. A discussion of the firm s ability to offer a prompt-payment discount. Include a description of the terms of the discount. c. Completed BPOL form, if applicable. Include completed form together with a copy of the firm s current Fairfax County business license if applicable. d. Copy of firm s Certificate of Authority from the Virginia State Corporation Commission to do business in the Commonwealth of Virginia, if applicable. 18. QUANTITIES The quantities specified on the FCEDA Pricing Schedule, attached hereto as Exhibit C, are estimates only, and are given for the information of offerors and for the purpose of proposal evaluation. They do not indicate the actual quantity that will be ordered, since volume will depend upon requirements, which develop during the contract period. The Contractor will be required to fill all orders placed regardless of the original quantities shown. Waiver of Paragraph 29, General Conditions and Instructions to Bidders is acknowledged. 19. QUOTATION LIMITATION Offeror s shall offer only ONE ITEM AND PRICE for each line item contained in the FCEDA Pricing Schedule. No alternatives will be accepted, unless requested by the FCEDA. If an or equal item is to be offered, the offeror must select the brand and materials (e.g. paper stock, inks, etc.) that meets or exceeds the specified item and submit his proposal for that item. A discount price offered for quantity purchase of the same manufacturer and model would not be considered a limitation; however, only the unit price requested will be considered in award. 20. PRICES AND PRICE ADJUSTMENT 20.1 All prices/discounts shall be F.O.B. Destination and shall include all charges that may be imposed in fulfilling the terms of this contract. Prices/discounts shall remain firm for the duration of the contract, unless otherwise stipulated in these Special Provisions. If the FCEDA elects to extend the contract for ensuing years, as provided herein, the unit prices shall be negotiated by the FCEDA and the Contractor;

7 20.2 If labor rates are requested, the rates specified by the offeror shall include all such direct and indirect overhead costs such as transportation, general and administrative costs, etc. Labor rates will be paid on the basis of time at the site The Contractor warrants that the unit price stated herein will remain firm for a period of not less than 365 days from the first day of the contract period. The contract unit price may be increased only upon approval of the Contractor s written request to the FCEDA President. Such a request shall include as a minimum, (1) the cause for adjustment; (2) proposed effective date; and, (3) the amount of the change requested with documentation to support the requested adjustment (i.e., appropriate Bureau of Labor Statistics, change in manufacturing price, etc.). Such price adjustment shall be by the same percentage as documented, and the contract shall be modified accordingly, provided THAT: a. The aggregate Exceed the percentages of change in the U.S. Department of Labor, Consumer Price Index, All Items, Unadjusted, Urban Areas (CPI-U) for the twelve month period ending in January of each contract year. b. The increased contract unit price may be effective after 365 calendar days provided that the Contractor submits a written request, with supporting documentation, for an increase, at least thirty (30) calendar days prior to the proposed effective date of the price increase. The contract unit price (s) changed as a result of this procedure shall become effective on the anniversary date of the contract and shall be binding on the Contractor for the ensuing renewal term or terms. If the FCEDA and the Contractor do not agree on a Price using the procedure set forth above by the thirtieth (30 th ) day prior to the end of The initial contract term or the end of the ensuing renewal term or terms, the FCEDA will terminate the contract whether or not the FCEDA has previously elected to extend the term; c. The increased contract unit price shall not apply to orders received by the Contractor prior to the effective date of the increased contract unit price; d. Such requested contract unit price increase shall become effective only upon approval by the FCEDA President; e. Within thirty (30) calendar days after receipt of a Contractor s written request, the FCEDA President may cancel, without liability to either party, any portion of the contract affected by the requested increase and undelivered at the time of such cancellation Price decreases shall be made in accordance with paragraph 42 of the General Conditions & Instructions to Bidders.

8 21. SUBMISSION OF PROPOSALS 21.1 Four (4) separate copies of the technical proposals, four (4) separate copies of the free samples, and four (4) separate copies of the business proposal are due at the Fairfax County Economic Development Authority, 8300 Boone Boulevard, Suite 450, Tysons Corner, Virginia , Attn: Flor Morrobel, Procurement Manager, prior to the specified time and date in the Notice of the Request for Proposal The technical proposal must be concise and clear. Unnecessarily elaborate brochures or other presentations beyond that sufficient to present a complete and effective proposal are not desired. Elaborate artwork, expensive paper, bindings and other presentation aids are not required By executing the FCEDA cover sheet, offeror acknowledges he/she has read this Request for Proposal, understands it, and agrees to be bound by its terms and conditions. Proposals must be submitted prior to the time and date specified The Procurement Manager reserves the right to reject any or all proposals in whole or in part. For the purposes of this RFP, Flor Morrobel shall serve as the Procurement Manager. 22. REQUIRED SUBMITTALS Each Offeror responding to this Request for Proposal must supply all the documentation required in the RFP. Failure to provide the requested documentation with the Offeror s response to the RFP will result in the disqualification of the Offeror s proposal. 23. LATE PROPOSALS Proposals received at the Fairfax County Economic Development Authority after the date and time prescribed herein shall NOT be considered for contract award and shall be returned to the offeror. 24. PERIOD THAT PROPOSALS SHALL REMAIN VALID All proposals and cost proposals shall remain firm for a period of one hundred twenty (120) calendar days after date specified for receipt of proposals.

9 25. BASIS FOR AWARD A Selection Advisory Committee, the composition of which will be designated by the FCEDA President, will review and evaluate all proposals submitted in response to the Request for Proposal. The Committee shall conduct a preliminary review of all proposals on the basis of the information provided with regard to the firm s technical proposal, the ability of the firm s professional personnel, past performance, samples, and the criteria set forth in paragraph 23 of the General Conditions and Instructions to Bidder. Based upon this review, the business proposals of the highest rated Offeror(s) will then be evaluated. The Committee shall then select two or more such offeror s deemed fully qualified and best-suited among those submitting proposals. Interviews shall be conducted with each of the offerors so selected. The Committee shall then select the offeror that, in its opinion, has made the best proposal and recommend contract award to such offeror. The FCEDA President, on behalf of the FCEDA, shall give final approval of the contract award. Should the FCEDA President determine in writing and in its sole discretion that only one Offeror is fully qualified, or that one Offeror is clearly more qualified than the others under consideration, a contract may be negotiated and awarded to that Offeror. The Procurement Manager may arrange for discussions with firms submitting proposals, if required, for the purpose of obtaining additional information or clarifications. Offerors are advised that, in the event of receipt of an adequate number of proposals, which, in the opinion of the Contract Manager, require no clarifications and/or supplementary information, such proposals may be evaluated without further discussion. Hence, proposals should be submitted initially on the most complete and favorable terms from a technical standpoint which offerors are capable of submitting to the FCEDA. Should proposals submitted require additional clarifications and/or supplementary information, offerors should be prepared to submit such additional clarification and / or supplementary information, in a timely manner, when so requested. Evaluation Criteria will be as follows: a. Firm s capability and qualifications b. Depth of response to the Technical Proposal c. Quality of samples d. Cost to the FCEDA (Business Proposal) e. Interview (where applicable) f. References (where applicable) Proposals which, after discussion and submission of additional clarification and / or supplementary information, are determined not to meet the specifications of this Request for Proposal, will be classified as unacceptable and no further discussion concerning same will be conducted.

10 26. SELECTION ADVISORY COMMITTEE When designating a Selection Advisory Committee, the FCEDA President shall appoint a committee composed of three or more principal staff personnel. Minutes of the Selection Advisory Committee deliberations and records or votes taken shall be maintained for at least three years. Minutes shall detail pertinent reasons for committee recommendations and be available for review by the general public by request. 27. CONTACT FOR ALL MATTERS PERTAINING TO THIS RFP The person to contact concerning contractual matters pertaining to this Request for Proposal is: Flor Morrobel, Procurement Manager Fairfax County Economic Development Authority 8300 Boone Boulevard, Suite 450 Tysons Corner, Virginia Telephone: fmorrobel@fceda.org 28. ORDER OF PRECEDENCE: In the event of conflict, the FCEDA Acceptance Agreement and the Special Provisions of this contract shall take precedence over the General Conditions and Instructions to bidders included herein. 29. DATA SOURCES All available data in the possession of the FCEDA that may be of relevance to this project will be made available to the Contractor; however, any costs for acquiring other data or processing, analyzing, or evaluating FCEDA data must be included in the contract fee. 30. CONFIDENTIALITY Any information, reports, or other materials given to, prepared or assembled by the Contractor under this contract shall not be sold or otherwise made available to any individual or organization without prior written approval of the FCEDA President/CEO.

11 31. INVOICES/PAYMENT a. The Contractor must maintain all records in compliance with Federal and State regulations. b. The Contractor must invoice the FCEDA based upon the costs submitted for each publication job and the quantity produced. All invoices should contain the Contractor s name and address, the contract number, and a description of the publication, the quantity ordered, the quantity produced and shipped and the quantity back ordered, if any. All invoices must be received on or before the 30 th day of each month and addressed to: Barbara Cohen Fairfax County Economic Development Authority 8300 Boone Boulevard, Suite 450 Tysons Corner, Virginia c. Payment shall be made via check from Fairfax County to the Contractor within thirty (30) days of the FCEDA s receipt of the Contractor s invoice, and after satisfactory performance of the contractual services in accordance with all of the provisions of the Special Provisions, and in accordance with a properly completed invoice. 32. PROJECT AUDITS The Contractor shall maintain adequate records in such a manner that they may be audited in progress and/or up to three (3) years following completion of the contract. A simple ledger sheet showing disbursement by line-item is preferred. The auditor will need access to the following documents during this audit: a. All paid vouchers including those for out-of-pocket expenses, and other reimbursements supported by invoices, including Contractor s copies of periodic estimate for partial payment; b. Ledgers; c. Canceled checks; d. Deposit slips; e. Bank statements; f. Journals, if any g. Copies of all contracts and any contract amendments/change orders; h. Insurance documents; i. Payrolls; j. Time sheets

12 33. CHANGES IN REQUIREMENTS a. The FCEDA may, at any time, by written order, require changes in the services to be performed by the Contractor. If such changes cause an increase or decrease in the Contractor cost of, or time required for performance of any service in this contract, an equitable adjustment shall be made and the contract shall be modified in writing accordingly. The FCEDA President must approve all work which is beyond the scope of this Request for Proposal. b. No services for which an additional cost or fee will be charge by the Contractor shall be furnished without the prior written authorization of the FCEDA President. 34. TRADE SECRETS/PROPRIETARY INFORMATION Trade secrets or proprietary information submitted by an offeror or Contractor in connection with a procurement transaction shall not be subject to public disclosure under the Virginia Freedom of Information Act. However, the offeror or Contractor must invoke the protection of this statute prior to or upon submission of the data or other material, must identify the data or other materials to be protected and state the reasons why protection is necessary. Disposition of material after award(s) is/are made should be stated by the offeror or contractor. 35. ADDITIONS/DELETIONS The FCEDA reserves the right to add similar items/services or delete items/services specified in the subsequent contract as requirements change during the contract period. Prices for items/services to be added to the contract will be mutually agreed to by FCEDA and the Contractor. A contract amendment will be issued for each addition or deletion. 36. STATUS OF CONTRACTOR The successful Contractor will be an independent contractor and not an agent or employee of the FCEDA. FCEDA is interested only in the results obtained under this agreement. The manner and means of the performance of the printing services shall be subject to FCEDA s general right of inspection and supervision to secure the satisfactory completion thereof. None of the benefits provided by FCEDA to employees, including but not limited to, compensation insurance and unemployment insurance, are available from FCEDA to contractor. 37. TERMINATION OF CONTRACT: a. This contract may be terminated by either party upon thirty (30) days written notice to the other. In such event, all finished or unfinished documents, data, studies, and reports prepared by the Contractor under the contract shall, at the option of the FCEDA, become its property and the Contractor shall be entitled to receive an equitable compensation for any satisfactory work completed.

13 b. Notwithstanding the above, the Contractor shall not be relieved of liability to the FCEDA by virtue of any breach of contract by the Contractor for the purpose of setoff until such time as the exact amount of damages due to the FCEDA from the Contractor is determined. 38. INSURANCE REQUIREMENTS Except as otherwise provided by law, the successful Contractor shall at all times during the continuance of all work under this agreement and keep in force such insurance as will protect him/her from claims under Workmen s Compensation Acts, and also such insurance as will protect him/her and the County or the FCEDA from any other claims for damages to any property of the County or the FCEDA or of the public, which may arise from operations under this contract, whether such operations be by the Contractor or by any subcontractor or anyone directly or indirectly employed by any of them. 39. INDEMNITY The successful Contractor shall indemnify, keep and save harmless the FCEDA, its agents, officials and employees, against all injuries, death, loss, damage, claims, patent claims, suits, liabilities, judgments, costs and expenses, which may or otherwise accrue against the FCEDA in consequence of the granting of this contract or which may or otherwise result therefrom, if it shall be determined that the act was caused through negligence or omission of the Contractor or its employees, of the subcontractor or its employees, if any, and the Contractor shall, at its own expense, appear, defend and pay all charges of attorneys and all costs and other expenses arising therefrom or incurred in connection therewith, and if any judgment shall be rendered against the FCEDA in any such action, the Contractor shall at its own expense, satisfy and discharge the same. The Contractor expressly understands and agrees that any insurance protection required by this contract, or otherwise provided by the Contractor, shall in no way limit the responsibility to indemnify, keep and save harmless and defend the FCEDA as herein provided. 40. DISPUTE RESOLUTION 40.1 Any dispute concerning a question of fact, including claims for money, contractual claim or other relief as a result of a contract with the FCEDA shall be submitted in writing to the FCEDA President no later than sixty (60) days after final payment; however, written notice of the Contractor s intention to file such claim shall be given at the time of the occurrence or beginning of the work upon which the claim is based.

14 40.2. Any such dispute which is not disposed of by agreement shall be decided by the FCEDA President, who shall reduce his decision to writing and send by certified mail or otherwise forward a copy thereof to Contractor within ten (10) days of receipt of Contractor s claim. The decision of the FCEDA President shall be final and conclusive unless Contractor appeals within six (6) months of the date of receipt of the written decision by the FCEDA by instituting legal action in the circuit court for Fairfax County or the Federal District Court, Eastern Division, Alexandria, Virginia. 41. DRUG-FREE WORKPLACE REQUIREMENT The Contractor agrees to (i) provide a drug-free workplace for the Contractor s employees; (ii) post in conspicuous places, available to employees and applicants for employment, a statement notifying employees that the unlawful manufacture, sale, distribution, dispensation, possession, or use of a controlled substance or marijuana is prohibited in the Contractor s workplace and specifying the actions that will be taken against employees for violations of such prohibition; (iii) state in all solicitations or advertisements for employees placed by or on behalf of the Contractor that the Contractor maintains a drug-free workplace; and (iv) include the provisions of the foregoing clauses in every subcontract or purchase order over $10,000, so that the provisions will be binding upon each subcontractor or vendor A drug-free workplace means a site for the performance of work done in connection with a specific contract awarded to a contractor in accordance with the Public Procurement Act, the employees of whom are prohibited from engaging in the unlawful manufacture, sale, distribution, dispensation, possession or use of any controlled substance or marijuana during the performance of the contract. 42. NON-DISCRIMINATION IN EMPLOYMENT The Contractor will not discriminate against any employee or applicant for employment because of race, religion, color, sex, national origin, age, disability, or any other basis prohibited by state law relating to discrimination in employment, except where there is a bona fide occupational qualification reasonably necessary to the normal operation of the Contractor. The Contractor agrees to post in conspicuous places, accessible to employees and applicants for employment, notices setting forth the provisions of this non-discrimination clause The Contractor, in all solicitations or advertisements for employees placed by or on behalf of the contract, will state that such Contractor is an equal opportunity employer Notices, advertisements and solicitations placed in accordance with federal law, rule or regulation shall be deemed sufficient for the purpose of meeting the requirements of this section.

15 42.4. The Contractor will include the provisions of the foregoing paragraphs 42.1, 42.2, and 42.3 above in every subcontract or purchase order of over $10,000 so that the provisions will be binding upon each subcontractor or vendor Contractor and Subcontractor hereunder shall, throughout the term of this contract, comply with the Human Rights Ordinance, Chapter 11 of the Code of the County of Fairfax, Virginia, as reenacted or amended. 43. NO BENEFIT BY OFFICIALS: Each bidder or offeror shall certify, upon signing a bid or proposal, that to the best of his or her knowledge, no Fairfax County or FCEDA official or employee having official responsibility for the procurement transaction, or member of his or her immediate family, has received or will receive any financial benefit of more than nominal or minimal value relating to the award of this contract. If such a benefit has been received or will be received, this fact shall be disclosed with the bid or proposal or as soon thereafter as it appears that such a benefit will be received. Failure to disclose the information prescribed above may result in suspension or debarment, or rescission of the contract made, or could affect payment pursuant to the terms of the contract Whenever there is reason to believe that a financial benefit of the sort described in paragraph (a) has been or will be received in connection with a bid, proposal or contract, and that the contractor has failed to disclose such benefit or has inadequately disclosed it, the FCEDA President/CEO, as a prerequisite to payment pursuant to the contract, or at any other time, may require the contractor to furnish, under oath, answers to any interrogatories related to such possible benefit. 44. SUCCESSOR AND ASSIGNS Neither party hereto may assign, convey, or otherwise transfer whether by operation of law or otherwise, any of its rights, obligations, or interests under this Agreement without the prior written consent of the other party. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the FCEDA and Contractor, and their respective heirs, successors and assigns. 45. SEVERABILITY If any of the provisions of this Agreement are held to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

16 46. ENTIRE AGREEMENT This Agreement constitutes the entire Agreement between Contractor and the FCEDA with respect to the subject matter of this Agreement and these provisions shall supersede or replace any conflicting or additional provisions which may be contained in any other writing, document or the like. In the event of a conflict between any provisions appearing in any other writing and in this Agreement, the provisions of this Agreement shall be controlling. 47. WAIVER OF MODIFICATION No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of Contractor and by the FCEDA President. 48. COUNTERPARTS This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 49. GOVERNING LAW This agreement and all terms and conditions herein set forth are subject to the law of the Commonwealth of Virginia, USA, and other local laws, policies, resolutions and regulations, as applicable. The parties hereby agree that in the event of any dispute, the Circuit Court of Fairfax, Virginia or the United States District Court, Eastern Division, Alexandria, Virginia, shall have exclusive jurisdiction.