Request for Proposal (RFP): Montgomery County Economic Development Corporation Strategic Plan

By MEDA Admin | Oct 7, 2024

Issue Date: October 1, 2024
Due Date/Time: October 30, 2024 at 5:00 PM ET
Contract Officer: Frankie Clogston
Email Address: Frankie@thinkmoco.com

Location Where Work Is Performed: MCEDC 1801 Rockville Pike, Suite 320, Rockville, MD 20852

Period of Contract: October 2024 – December 1, 2025

Proposal Submission: All proposals must be received by the date and time shown for this solicitation by the following means listed below. Any proposals received after the stated time and date will be marked late and not considered. Submission is only by email: rfp@thinkmoco.com

Inquiries for Information: Questions regarding the solicitation must be submitted in writing only to Frankie Clogston.

In compliance with this Request for Proposal and all conditions imposed in this RFP, the undersigned firm hereby offers and agrees to furnish all goods and services in accordance with the attached signed proposal unless mutually agreed otherwise upon by subsequent negotiation. The undersigned firm hereby certifies that all information provided below and, in any exhibit, attached hereto is true, correct and complete.

Name of Firm:

Address:

Authorized Signature:

Print Name:

Title:

Date:

Table of Contents

OVERVIEW
GENERAL INSTRUCTIONS
ESTIMATED TIMELINE
SCOPE OF SERVICES
CONTENTS FOR PROPOSALS
PROCESS FOR SELECTING FACILITATOR
GENERAL TERMS AND CONDITIONS
EXHIBIT A
APPENDIX A, B, C

I. Overview

The Montgomery County Economic Development Corporation (MCEDC) is seeking proposals from qualified consulting firms or individuals to partner with MCEDC in the development of Montgomery County’s four-year 2026-2030 economic development Strategic Plan. MCEDC is a nonprofit corporation that was created in 2015 by the Montgomery County, Maryland Government, to perform some of the functions previously under the purview of the Department of Economic Development.

In 2021, the county transferred the drafting of the Strategic Plan from its own authority to MCEDC. Since then, MCEDC has developed the Strategic Plan for 2021-2025, which was adopted by the County Council on April 5, 2022. The due date for the draft of the Strategic Plan for 2026-2030 is July 1, 2025. Subsequently, there will be a public hearing on the draft plan and possible revisions to the plan before final adoption by the County Council, on December 1, 2025.

The four-year plan is a holistic plan to bring inclusive growth and prosperity to the county by including all members of the economic development ecosystem including those from planning, housing, transportation, workforce and sustainability.

The desired outcomes of the Strategic Plan should include (but not be limited to):

A thriving and diversified economy
Racial equity and social justice
Greater innovation
Environmental sustainability, including a reduction in climate change

To help steer the process of the Strategic Plan, MCEDC and the vendor will work with the “Commerce Cabinet” comprised of leaders representing relevant stakeholder groups including:

Montgomery County Department of Environmental Protection
Maryland Department of Commerce
Montgomery County Council
Montgomery County Department of Alcohol Beverage Services
Montgomery County Department of General Services
Montgomery County Department of Housing and Community Affairs
Montgomery County Department of Permitting Services
Montgomery County Department of Transportation
Montgomery County Economic Development Corporation
Montgomery County Government
Montgomery County Office of Agriculture
Montgomery County Office of Procurement
Montgomery County Revenue Authority
Montgomery Planning
Visit Montgomery
WorkSource Montgomery

The group is scheduled to meet bimonthly to provide input into the progress of the Strategic Plan.

Appendix A shows an economic development ecosystem map with more detail on the roles of some of the partners in the ecosystem.

While this group constitutes the main public sector stakeholders, there are additional private sector partners and industry representatives that are important to providing input into the Strategic Plan. We expect the vendor will draw on steering guidance from the Commerce Cabinet and meaningfully engage other public, nonprofit and private sector stakeholders for input.

To establish optimal goals and objectives, prepare a roadmap to help achieve them and construct a set of metrics to track success, MCEDC seeks a partner with expertise in strategic planning in the area of economic development to partner in the preparation of the plan. MCEDC looks forward to active discourse in the framing and development of the plan as a product of the bimonthly meetings with the Commerce Cabinet and more frequent meetings the vender participates in with MCEDC.

About the Montgomery County Economy

Montgomery County is part of the Greater Washington, D.C. area or the District Maryland-Virginia (DMV) area. The county’s population currently sits at 1,056,910 based on the 2020 Census with an annual GDP of $106.8 billion as of 2022. This puts the county on par with Fairfax County and above D.C., which are the two neighboring jurisdictions with the largest GDPs.

Employment – Montgomery County’s unemployment was 3.0% in July, 1.3% below the U.S. rate. The county was 1.0 percentage point above July of last year and .1% below the unemployment rate in July 2019. The labor force has increased from 558,427 in July 2023 to 567,425 in July 2024. However, about 20,000 people dropped out of the labor force over this period, more often women than men according to the State of the Economy report from the Maryland Comptroller.

Education/Talent – Montgomery County has one of the highest percentages of people over 25 with a post-graduate degree in the U.S. Currently, this percentage is 32.6%, nearly 2.5 times more than the national average of 13.2%. Overall, an impressive 78.3% of the population over 25 have had at least some college education, making Montgomery County unique because of its highly educated workforce.

Affordability – Montgomery County has a favorable cost-of-living index compared to nearby counties, though higher compared to the average U.S. average. In the cost-of-living index, where the U.S. cost of living average is 100, Montgomery County has a cost-of-living index of 138.5, roughly 38.5% higher in costs than the rest of the U.S., but less than neighboring Fairfax County at 149.7, D.C. at 151.97, and Arlington County at 164.3.

Housing – The housing market in Montgomery County is higher priced and tighter than the national average. The median home value of owner-occupied units in Montgomery County currently sits at $650,000 while the national median housing value in Q2 2024 was $412,300. Montgomery County also boasts a homeowner vacancy rate of 0.9%, and a low rental vacancy rate of 4.0%, compared to the overall Washington MSA, which sits at 4.9%, and the national rate, which is around 6.6%, indicating high demand in the local market.

Industries – Top industries in the county include professional/scientific/tech services, comprised of systems design and services, scientific R&D and other fields. Healthcare, retail and leisure and hospitality follow in terms of order by key industry. Parsing the scientific job numbers further, the area shows particular strength in life sciences and technology.

Montgomery County benefits from being home to 18 federal agency headquarters, including the National Institutes of Health (NIH), Food and Drug Administration (FDA) and National Institute of Standards and Technology (NIST), 36 federal labs and the new University of Maryland Institute for Health Computing. As the anchor of the 3rd largest life sciences sector in the United States, Montgomery County is a sizeable force in the established and rapidly growing industry.

MCEDC will continue to furnish the vendor with updated data on trends related to demographic and economic indicators and data on key industries.

Appendix B and C provide information on demographic and economic indicators and selected key industry sectors.

About Methodology and Metrics

A January 2024 report produced by ESI under contract with Montgomery Planning on Real Estate and Land Use assessed some of the strengths, weaknesses, opportunities and threats (SWOT) in the region including:

Strengths – Well-established life sciences cluster; presence of anchor research institutions; highly skilled and educated labor force
Weaknesses – Limited economic and population growth; lack of major research universities; less established entrepreneurial ecosystem and culture
Opportunities – Leverage publicly owned catalyst sites; continue promoting housing infill and diversification; leverage regional research and healthcare institutions
Threats – competition from growing life sciences markets; lack of competitive development/redevelopment sites/increasing housing costs

We expect this vendor will conduct its own SWOT assessment that is relevant to the county at large and takes into account assets including the roles of the state and city governments, the federal government institutions such as NIH, FDA and NIST, a strong private sector in multiple key industries, educational institutions, talent, housing and transportation.

The vendor should also address how the strategy will incorporate goals consistent with the county’s priorities in the areas of equity.

The vendor should also address how the strategy will incorporate goals consistent with the county’s priorities in the area of environmental sustainability.

The vendor should also identify opportunities to attract international investment and encourage local businesses to expand their markets abroad.

MCEDC will arrange the logistics for focus groups and interviews and help develop and/or distribute surveys in collaboration with the vendor.

MCEDC will provide the vendor with relevant background reports.

The vendor will prepare a final Strategic Plan report that will employ methodology and accomplish tasks including:

Provides necessary background and context based on research provided by MCEDC and vendor;
Summarizes its SWOT analysis;
Incorporates an approach that reflects the roles of various players in the economic development ecosystem;
Identifies industries/sectors that are growing and expanding and those that are declining working with MCEDC to understand regional competitors in these sectors;
Be accompanied with a roadmap for implementation over the four-year period; and
Be both tactical and visionary.

According to statute, as mentioned above, the desired outcomes of the Strategic Plan should include (but not be limited to):

A thriving and diversified economy
Racial equity and social justice
Greater innovation – Environmental sustainability, including a reduction in climate change

Also, according to statute, the plan should include metrics to assess the county and its partners’ ability to address relevant economic development measures including (but not restricted to or limited by):

Creation of jobs;
Growing wages;
Identifying and supporting strategic industries;
Retention and attraction of new companies and employers;
Growing the tax base;
Supporting and increasing entrepreneurial activity; and
Other actions necessary to promote economic development in the county.

The vendor will only be responsible for preparing a word document report and a PowerPoint presentation. MCEDC will take care of all the graphic design needs, incorporating its styling, branding, visual graphics and printing copies based on need.

By statute, the Council must receive a report by July 1, 2025. No later than two weeks before, the vendor will have submitted a clean final draft to MCEDC for purposes of final production.

Following delivery of the report to the Council, the vendor may be expected to take part in limited appearances before the Council and revision of the report before the final report is due for adoption by the County Council December 1, 2025.

II. GENERAL INSTRUCTIONS

Proposals are due no later than 5 p.m. ET on Monday, October 30, 2024. Submission is by email rfp@thinkmoco.com. Please specify “RFP for County Strategic Plan” in the subject line. Once a proposal is submitted it may not be changed.

Questions related to this RFP should be submitted to Vice President of Research & Policy Frankie Clogston at Frankie@thinkmoco.com no later than Friday, October 11 at 5 p.m. Please specify “RFP for Strategic Planning Facilitation” in the subject line. All questions submitted and answers will be posted on MCEDC’s web site by October 16 at 5 p.m.

III. ESTIMATED TIMELINE

October 1 – RFP Distributed
October 11 Deadline to submit questions about the RFP for response by 5 p.m. ET
October 16 – All questions and answers submitted by vendors will be posted on MCEDC website by 5 p.m. ET
October 30 – Deadline for submittal of proposals 5 p.m. ET
November 11-November 15 – Finalists will appear before the RFP evaluation team and answer questions related to their proposal. MCEDC will provide the finalists with as much advance notice as possible. Written requests regarding vendor proposals may also be made
November 22 – Select/Notify Vendor
November/December – Onboarding begins – contract execution
July 1, 2025 – Deadline for final draft sent to County Council
July 1 – December 1, 2025 – preparation for public hearing, subsequent revisions prior to deadline for adoption by County Council of December 1, 2025

IV. SCOPE OF

Successful vendors will submit a proposal designed to address some or all of the following:

How the vendor will get to know MCEDC and collaborate with and engage the Commerce Cabinet and key groups of stakeholders including but not limited to economic stakeholders such as chambers of commerce, industry professionals and city economic development organizations and other major stakeholder groups including but not limited to those in education, workforce, housing, sustainability and minorities.
High-level phases and/or sequence of the proposed strategic planning process including progress updates to strategic planning team and staff.
The vendor’s general approach to internal and external assessments including plans to use/collect quantitative and qualitative data.
The vendor’s general approach to renewal of the vision, mission and beliefs of the county based on its past four-year Strategic Plan and other major plans and policy initiatives.
A summary of how the vendor plans to engage MCEDC members and other stakeholders in the strategic planning process.
An outline of the components traditionally included in the vendor’s strategic plans.
Experience incorporating effective practices and trends in the field, in the strategic planning process.
A presentation of metrics for the County to employ to track the implementation and measure the impact of the Plan.

The proposal must identify the following:

The vendor’s experience facilitating strategic planning processes, with particular attention to their experience working with economic development organizations, local government entities and nonprofits.
The vendor’s specific interest in working with Montgomery County.
Support MCEDC would be expected to provide.
Risks that could take strategic planning off-track.
List of deliverables to include at least the Strategic Plan and guidelines for resource allocation aligned to the plan.
Comprehensive (all-inclusive) budget.
Team members, including both the lead team and supporting team members, along with their bios.
Proposed project timeline.

V. CONTENT FOR PROPOSAL

*The total page limit for the proposal is 25 pages.

*The maximum for the cost proposal is $150,000 plus travel.

In order for proposals to be considered, they must include the following:

Cover sheet with vendor name, contact person and title of contact person, email address, phone number and mailing address.
Organizational structure of vendor and details about those responsible for the project.
References for two individuals/organizations the vendor has worked with in the past that could be contacted by MCEDC and a description of expertise or experience working with similar organizations.
Overview of proposed approach to manage the strategic planning process. This section should include the information requested in Section IV.
Cost and budget proposal. Budget must reflect scope and include labor, vendors, travel expenses per trip to Montgomery County, Maryland (if applicable), printing, etc.
Vendor should propose timeline for the project with key milestones and deliverables.
Identify if Vendor is currently or has been involved in any litigation or court proceeding or threatened with any legal action. Must provide details of each such instance.
Contractor must be licensed to do business in the State of Maryland, and in good standing in its state of incorporation.

VI. PROCESS FOR SELECTION

MCEDC will evaluate proposals using the evaluation criteria listed below and select a vendor deemed to be the most highly qualified. The scoring criteria are subject to change without notice at the discretion of MCEDC. A final vendor will be selected and notified by November 22, 2024.

MCEDC may cancel this Request for Proposal or reject proposals at any time prior to an award and is not required to furnish a statement of the reasons why a particular proposal was not deemed to be the most advantageous. No individual/vendor shall have any right to appeal or protest any award. All decisions regarding this RFP are in MCEDC’s sole and absolute discretion.

MCEDC will make efforts to utilize women’s business enterprises, minority-owned businesses, veteran-owned businesses and/or disabled-owned businesses for this solicitation where possible. We encourage businesses that fall into these categories to identify themselves.

Evaluation Criteria

VI. GENERAL TERMS AND CONDITIONS

The selected bidder will be required to enter into a professional service contract incorporating the terms of this RFP as well as MCEDC’s Standard Terms and Conditions attached here as Exhibit A, and any other provisions mutually negotiated by the parties.

Category	Description	Point Range
Understanding Montgomery County’s needs	Understanding Montgomery County’s current challenges and opportunities	0-2.5
	Applicant approach to addressing Montgomery County’s challenge	0-2.5
Understanding MCEDC’s industry and community	Prior experience working with businesses on similar projects	0-15
	Preference given to vendors in Montgomery County, Maryland	0-5
Organization, size and structure	Applicant’s capacity to deliver expected outcomes	0-2.5
	Industry specialization or knowledge	0-2.5
Qualifications of key personnel/staff to be assigned to the project	Consulting team makeup and qualifications	0-10
	Prior experience of the individual consulting team members	0-10
Applicant’s approach to the engagement	Comprehensive methodology	0-6
	Engages staff, members and partners	0-6
	Collaborates with key leadership to achieve the desired outcomes	0-6
	Delivers clear outcomes	0-6
	Realistic timetable	0-6
Proposal Cost	Provides a clear and realistic budget	0-10
	Incorporates all anticipated costs	0-10

Total Points: 100

EXHIBIT A

Standard Terms and Conditions

Materials: Equipment. Unless otherwise set forth in the Agreement or as agreed to by MCEDC, Contractor shall furnish all the equipment, supplies and other materials used to perform the Services.
Records. The Contractor agrees to maintain continuously accurate and detailed records with respect to its obligations under this Agreement. Such records shall be promptly submitted by the Contractor to MCEDC in a format approved by MCEDC when requested.
Independent Contractor Relationship.
1. Contractor is an independent contractor for MCEDC and not an employee of MCEDC for purposes of Section 1321 of the Internal Revenue Code of 1986, as amended, and all corresponding provisions in the laws of any state or other jurisdiction, and nothing contained herein will be deemed to constitute an employer-employee, partnership, agency or joint venture relationship. Contractor agrees to discharge all obligations imposed by any applicable federal, state or local law, regulation or order now or hereafter in force, including, but not limited to those relating to taxes, insurance, unemployment compensation or insurance, workman’s compensation, disability benefits and tax withholding and including the filing of all returns and reports required of independent contractors and the payment of all assessments, taxes, contributions and other sums required of them. Contractor shall indemnify MCEDC against all claims and demands resulting from the failure of Contractor to comply with the provisions of this subparagraph.
2. Neither party shall have the power to bind or obligate the other party except as specifically set forth in this Agreement. There shall be no liability on the part of one party hereto for the debts incurred by the other unless agreed to in writing by each party. Each party shall indemnify the other against all claims and demands resulting from the failure of the other to comply with the provisions of this subparagraph.
Ownership and Inventions.
1. MCEDC, as between the parties, shall own and retain all right, title and interest throughout the world in and to any and all property, materials, data, documents, inventory and information supplied or made available by MCEDC to Contractor (including, without limitation, all intellectual property patents, copyrights, trademarks, trade secrets and other intellectual property rights of MCEDC, MCEDC’s clients or any third parties (collectively “Intellectual Property Rights”) (collectively, the “MCEDC Materials”). Nothing contained in this Agreement shall be construed to confer upon Contractor any right, title or interest in or to any such MCEDC materials or any right, by license or otherwise, to make, or permit others to make any use thereof other than as expressly contemplated by this Agreement.
2. Work Product. Except for Contractor Property as defined in Section 4.3 below, MCEDC shall own and retain all right, title and interest in and to all materials, documents and information prepared, developed or generated by Contractor (and any subcontractors) in the course of performing the Services under this Agreement (collectively, “Work Product”), together with all copyrights and other intellectual property rights therein. To that end, the Contractor acknowledges and agrees that all Work Product shall be considered a “work made for hire” (as defined by Section 101 of the U.S. Copyright Act) for the sole and exclusive benefit of MCEDC. If, for any reason, any Work Product does not constitute a “work made for hire,” the Contractor hereby irrevocably assigns to MCEDC, in each case without additional consideration, all right, title and interest throughout the world in and to the Work Product, including all Intellectual Property Rights therein. Any assignment of copyrights under this Agreement includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as “moral rights” (collectively, “Moral Rights”). Contractor hereby irrevocably waives, to the extent permitted by applicable law, any and all claims the Contractor may now or hereafter have in any jurisdiction to any Moral Rights with respect to the Work Product.
3. Notwithstanding the foregoing, MCEDC acknowledges that Contractor possesses certain inventions, processes, know-how, trade secrets, improvements, other intellectual properties and other assets, including, but not limited to, analytical methods, procedures and techniques, procedure manuals, personnel data, financial information, computer technical expertise and software, that have been independently developed by Contractor and that relate to its business or operations (collectively “Contractor Property”). If, in the course of Contractor’s engagement with MCEDC, Contractor incorporates Contractor Property into MCEDC’s Work Product, MCEDC Materials or other work done for the MCEDC, Contractor hereby grants to the MCEDC a nonexclusive, royalty-free, paid-up, irrevocable, worldwide license to make, have made, modify, use, sell, offer for sale and import such Contractor Property; provided MCEDC does not use such Contractor Property separate and apart from the Work Product, MCEDC Materials or other work.
Representations and Warranties.
1. Each party represents and warrants to the other: (a) that it has full legal right, power and authority to enter into this Agreement and perform its obligations hereunder; and (b) that it has not entered into, nor will it enter into, any contract or other agreement which would conflict with, prohibit or interfere with the full performance of its obligations hereunder or with the full enjoyment by the other party of the rights granted herein. Contractor further represents and warrants that (x) it and its employees, if necessary, are licensed under and in compliance with any applicable local, state or federal laws to provide the Services set forth herein; (y) that all Deliverables are original and do not infringe the copyright or any other proprietary right of any person, firm or other entity and neither the Deliverables, nor the production or any use hereunder of the Deliverables or of any visual or aural element thereof, will infringe on any third party Intellectual Property rights, violate any right of privacy or right of publicity of, or constitute a libel or slander against, any person, firm or other entity; and (z) MCEDC will not be obligated to make any payments or to pay any other consideration to Contractor or to any third party, except as expressly specified in this Agreement in connection with the exercise of the rights granted to MCEDC.
Indemnification.
1. Contractor shall indemnify, defend and hold harmless MCEDC and its affiliates, Montgomery County and each of its and their directors, officers, employees, contractors and agents (each, a “MCEDC Indemnified Party”), from and against any and all losses, damages, liabilities, reasonable outside attorney fees, court costs, and expenses whatsoever (collectively “MCEDC Losses”) resulting or arising from any and all actual or threatened third party claims, demands, causes of action, proceedings, investigations or litigation relating to or arising from or in connection with this Agreement or the Services performed by Contractor under this Agreement to the extent such MCEDC Losses are determined to have resulted from Contractor’s (i) material breach or alleged breach of any representation, warranty or obligation under this Agreement; (ii) the infringement or alleged infringement of any patent, trademark, service mark, copyright, trade secret, or other intellectual property, proprietary or contractual right of a third party; (iii) negligence, intentional misconduct and/or attributable to the actions or inactions of a Contractor Indemnified Party; or (iv) violation of any applicable law, statute or regulation in its performance hereunder.
2. Indemnification Procedures. The indemnifying party shall have the right to control the defense and settlement of any third-party Claim, except that the indemnified party shall have the right, at the indemnified party’s sole expense, to participate in the defense and to participate in selecting counsel therefore. Upon the indemnifying party’s request, the indemnified party shall reasonably cooperate in such defense and the indemnifying party shall reimburse the indemnified party for its reasonable out-of-pocket expenses in providing such cooperation. The indemnified party shall provide the indemnifying party prompt notification of any third-party Claim, except that any delay by the indemnified party in giving notice shall not relieve the indemnifying party of its indemnity obligations pursuant to this Section 6, except to the extent its defense or settlement of the claim or suit was materially prejudiced thereby. The indemnifying party shall not, without first obtaining the indemnified party’s prior written consent (not to be unreasonably withheld), settle any third-party Claim that must include a full release.
Insurance. Contractor will maintain, for the duration of this Agreement, insurance in an amount reasonably adequate to cover its obligations hereunder and as requested by MCEDC, including Workers Compensation, General Liability, E&O Insurance and Automobile. Upon request, Contractor will provide to MCEDC a certificate of insurance showing that such insurance is in place.
Termination of Agreement.
1. This Agreement shall continue until terminated in any of the following manners:
  1. This Agreement may be terminated by MCEDC without cause upon thirty (30) days’ prior written notice to the Contractor;
  2. This Agreement may be terminated immediately by MCEDC for cause upon ten (10) days’ prior written notice to the Contractor;
  3. This Agreement may be terminated by the Contractor for cause upon thirty (30) days’ prior written notice to MCEDC specifying the nature of the breach, if such breach has not been substantially cured within the 30-day period;
  4. This Agreement may be terminated immediately byMCEDC in the event that Montgomery County, Maryland, fails to continue funding the operations of MCEDC; or
  5. This Agreement shall be deemed terminated immediately upon the completion of the Services contemplated herein and upon complete payment for all Services under this Agreement.
2. Consequences of Termination. Upon notice of termination of this Agreement, Contractor shall cease performing any work not necessary for the orderly close out of the Services. Contractor shall, as soon as reasonably possible, deliver to MCEDC all data and materials provided by MCEDC to Contractor for the conduct of the Services. All statistical data, all statistical reports, all data entries and any other documentation produced as the result of Services performed by Contractor shall be delivered to MCEDC. Upon receipt of notice of termination and subject to Section 8.2 and 11.5, Contractor shall refund any previously paid amounts prorated portion of the Fee earned through the effective date of termination if the Contractor is terminated for cause.
Publicity. Contractor will not use MCEDC’s name (including logo, trademark or copyright) in connection with any promotion, news release, other marketing materials or distribution without MCEDC’s prior written consent.
Non-Competition. During the term of this Agreement, Contractor shall not perform similar services for other economic development organizations within the Washington, D.C., region except with the prior written consent of MCEDC, which consent shall not be unreasonably withheld.
Confidentiality.
1. Purpose. In connection with discussions, evaluations, planning, or other potential business relations in support of economic development, MCEDC is in possession of certain information relating to MCEDC’s business or is in possession of third party information (including, but not limited to, marketing strategies, marketing collateral, other technical, business and financial information, client information, client proposals, client site information, county or state financial information, as well as documents that contain such information) and may wish to disclose such confidential or proprietary information (hereinafter together “Confidential Information”) to Contractor.
2. Confidential Information. “Confidential Information” refers to any and all information or data disclosed by MCEDC (including disclosures by any MCEDC employee, director, officer, contractor or agent, collectively MCEDC Representative”) to Contractor that is either nonpublic, confidential or proprietary in nature irrespective of the form of the communication (oral, written or electronic form) and irrespective of whether furnished by MCEDC to Contractor before or after the date of this Agreement.
3. Non-Use and Non-Disclosure. Contractor acknowledges, recognizes and agrees to take reasonable precautions to safeguard the Confidential Information and to retain the Confidential Information in secrecy and confidence with the same degree of care as Contractor would to protect its own confidential information. Contactor will not disclose the Confidential Information to any third-party, except that Contractor shall have the right to communicate the information to its employees, subcontractors, attorney, accountants, directors, and officers (“Contractor Representatives”) who are required by their duties to have knowledge of such Confidential Information, provided that such person is informed of their obligation with respect to such Confidential Information and that each such person is subject to the terms of confidentiality substantially similar to those contained in this Agreement. Confidential Information shall not, however, include any information that:
  1. At the time of the disclosure by MCEDC to Contractor is in the public domain;
  2. Contractor can show by written records was rightfully known to or in the rightful possession of the Contractor as of the date of its disclosure by MCEDC or as of the Effective Date of this Agreement;
  3. Lawfully becomes known or available to Contractor from third parties who are not under a similar agreement with the Contractor regarding disclosure; or
  4. Is subject to disclosure by Contractor under applicable federal, state or county law; provided, however, that in the event that Contractor or Contractor Representatives become legally compelled to disclose any Confidential Information, it will provide MCEDC with reasonable notice so that MCEDC may seek a protective order or other appropriate remedy or waive compliance with the provisions of the Agreement. In the event that such protective order or other remedy is not obtained or that MCEDC waives compliance with the provisions of the Agreement, the Contractor will furnish only that portion of the Confidential Information that it is advised by opinion of counsel (reasonably acceptable to MCEDC) is legally required and will endeavor to obtain assurance that confidential treatment will be accorded the Confidential Information so furnished.
4. Term of Confidentiality. The obligation of Contractor under this Agreement will remain in effect with respect to any particular Confidential Information until the earlier of (i) Contractor documents that such Confidential Information falls into one of the exceptions stated in Paragraph 11.3 above; or (ii) a period of two (2) years from the termination of this Agreement provided, however, that if any such Confidential Information constitutes a trade secret, such restrictions shall remain in effect for so long beyond such period as such Confidential Information continues to qualify as a trade secret.
5. Return of Materials/Confidential Information. Contractor shall, within ten (10) business days of receipt of written request of MCEDC or on expiration, termination or rescission of this Agreement, whichever is earlier: (i) return to MCEDC the original and all copies of all books, records, contracts and other written, typed or printed materials, and any computer storage media, whether furnished by MCEDC or prepared in whole or in part by the Contractor, which contain any Confidential Information, and/or (ii) on MCEDC’s direction, destroy by shredding or incineration all documents and other material in its possession, custody or control which bear or incorporate any part of the Confidential Information and certify in writing to MCEDC that this has been done, and expunge all Confidential Information from any computer, word processor or similar device into which it was loaded, and certify in writing to MCEDC that this has been done.
Assignment and Delegation. The Contractor may not assign any of the rights, interests, or obligations hereunder without the prior written approval of MCEDC.
Notices. All notices or other communications permitted or required hereunder shall be in writing and shall be sent to the Parties at the following addresses, or to such other addresses as the Parties may indicate to each other through written notice delivered in accordance with this Agreement.
1. If to MCEDC: Bill Tompkins, President and CEO Montgomery County Economic Development Corporation 1801 Rockville Pike, Suite 320 Rockville, MD 20852 Phone: 240-641-6721 Email: bill@thinkmoco.com
2. If to the Contractor: Except as may be otherwise expressly provided herein, all notices and communications shall be hand delivered or sent by prepaid first class post or sent by facsimile or email, and shall be deemed to have been received: (i) if hand delivered, at the time of delivery; or (ii) if sent by prepaid first class post, two (2) business days after posting if to an address within the country of posting and six (6) business days if to an address outside such country or (iii) if sent by facsimile, on the date of successful transmission (as evidenced by an automatically generated confirmation of transmission); or (iv) if sent by email, at the time of confirmed transmission; provided a hard copy is sent by first class mail.
Interpretation, Modification and Waiver. This Agreement shall be construed and enforced in accordance with the laws of the State of Maryland. Venue shall be the Circuit Court for Montgomery County, Maryland. Captions and headings utilized in this Agreement are for convenience only and are not of legal significance in interpretation of this Agreement. No modification or waiver of any of the terms and conditions of this Agreement shall be effective unless it is in writing and signed by both Parties. Failure of either Party to exercise any right in the event of breach or default by the other Party shall not constitute or operate as a waiver of any right of either Party.
Non-Discrimination. Contractor shall not discriminate on the basis of race, nationality, religion, gender, sexual preference, or otherwise in rendering of Services under this Agreement.
Survival. The provisions of Section 4 (Ownership), Section 5 (Representation and Warranties), Section 6 (Indemnification), Section 11 (Confidentiality) and this provision shall survive the expiration or earlier termination of this Agreement.
Entire Agreement. This Agreement contains the entire understanding of the parties with respect to the subject matter herein and supersedes all previous agreements (oral or written), negotiations and discussions. This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute one and the same Agreement.