RA Members' Presentation to the RA Board of Directors on the Tetra Property Purchase, January 25, 2018

   RA Members' Presentation to RA BOD on the Tetra Purchase by TerryMaynard on Scribd

Analysis and Comparison of 2010 and 2015 Appraisals of Tetra Property by Members of Mediaworld Team

   Installment II - Summary of Lake House Appraisals, 2010 vs. 2015 by TerryMaynard on Scribd

   Installment II Summary of Lake House Appraisals Comparison Chart by TerryMaynard on Scribd

Summary and Questions from Mediaworld Team Members about the RA Board Meeting at which the Board Decided to Buy Tetra, January 22, 2015

   Installment I -Jan 22 2015 RA Board Meeting by TerryMaynard on Scribd

   Installment I -Questions Re Jan 22 2015 Bd Meeting by TerryMaynard on Scribd

RA's Tetra "Independent Review" Contract and Key Offers

Below we offer Restonians the full text of the "independent review" contract RA signed with StoneTurn Group and the first and final draft contract offers it made to Mediaworld.  Separately we have commented on some key substantive differences between the final Mediaworld draft and the agreement RA signed with StoneTurn Group highlighting how prejudicial the Mediaworld offer was.  If you compare the two Mediaworld contract offers, you will also find that the first offer was even more prejudicial than the final offer. 

Also, although there are few differences in the scope of the proposed contract between the several offerings, StoneTurn Group answers to questions at the community meeting  yesterday suggested that Restonians would not be satisfied with the result of the StoneTurn Group effort.

Although we have been having some difficulty with the comments section, we welcome your thoughts in the comments section below on these contract alternatives.  If you are having problems posting your comment, please send them as an e-mail to terrmayn@yahoo.com and we will post them.  

 

   Initial RA Tetra Review Contract Offer to Mediaworld--OCT 5, 2016 by TerryMaynard on Scribd

 

   Final Revised RA Offer to Mediaworld for Tetra Review Contract Including Updated Schedule B--DeC-14-16 by TerryMaynard on Scribd

   RA Contract With Stone Turn Group Re Tetra Review by TerryMaynard on Scribd

Reston 20/20 Statement to StoneTurn Group at the Tetra Review Community Meeting, Februrary 9, 2017

Statement of

Terry Maynard, Co-Chair, Reston 20/20 Committee

To the StoneTurn Group

Re the Independent Review of the Tetra Property Acquisition and Renovation

February 9, 2017

Good afternoon.  My name is Terry Maynard, 2217 Wakerobin Lane, and I have been a resident of Reston for more than three decades.   I am co-chair of the Reston 20/20 Committee, an informal committee of Restonians interested in sustaining Robert Simon’s vision for our beautiful planned community.   In other community roles, I have served as a member of the Reston Citizens Association Board of Directors and its representative on the Reston Master Plan Task Force.  

As Reston 20/20’s co-chair, I am here this afternoon to encourage you to pursue a vigorous investigation and comprehensive report on what we believe is the greatest leadership crisis in the history of the Reston Association.   Never have so many people in Reston’s leadership on the RA Board of Directors and among its senior staff behaved so unethically if not outright illegally, demonstrated such complete incompetence in analyzing and managing the finances of a single RA project, and used secrecy behind a legal façade to protect the guilty while so neglecting the interests of the community. 

The challenge ahead of you to try to uncover, digest, analyze, and present to the Reston community, not just the Board, a report in just one month detailing all the errors and misdeeds that have been reported, much less a course of corrective action, is daunting.  Still, the community needs you to detail the who, how, when, and why of all these events or we will continue to be ill-served.  A simple set of process improvement recommendations will be inadequate and a further waste of RA members’ money on the Tetra fiasco.  Moreover, your process recommendations will quite likely be ignored by the Board of Directors and RA staff in the end.

Reston 20/20 has been at the forefront of the effort to prevent and expose the ongoing fiasco dating back to at least April 2015.  Our blog has more than 40 posts about the evolving Tetra morass ranging from analyses during the referendum period of the financial hole it has now put the community in to RA’s prejudicial negotiations with Mediaworld for the independent review contract you now have.   Most of it is original; some of it we re-posted from other sources, including our op-eds that have appeared in RestonNow and the Reston Connection.  And we have testified before the RA Board and at its community meetings during the referendum period. 

I look forward to discussing any and all of our work with you at your convenience.  You will find in reading our products and in our discussions that we try to document our methods as well as our results, including any assumptions that we may have made, wherever we can.  Nonetheless, our analyses are based on publicly available information—including information we have requested and received from RA—and, as a result, are necessarily more limited than we would like.   

To get you started in looking at what we have done, I am giving you a selection of posts from the Reston 20/20 that shows a bit of the range of work we have done on the issues surrounding Tetra.  I hope you come to understand, challenge, and report on these issues and others.  Maybe most importantly, it includes a paper identifying the eight key issues that we believe ought to be addressed in your effort.  This issue paper was included in the RFP you received.  We think it should be the foundation document for your investigation and report. 

You have a challenging task ahead that is of vital importance to the good governance of our community.  I wish you the best in your efforts and offer to sit down to discuss the Tetra matter with you at your convenience. 

Thank you for your time and good luck. 

Attachments (in chronological order):

1.    How much will the purchase of Tetra cost RA members over time?  April 8, 2015

2.    Misinformation on Tetra property purchase from Rick Beyer, former RA Board member, April 12, 2015.

3.    A Partial List of the Encumbrances on Further Development of the Tetra Property from RA’s Appraisal (plus map of key encumbrances), April 17, 2015

4.    Op-Ed: Tetra Purchase is Poor Value, Worse Investment, RestonNow, April 20,2015.  April 21, 2015

5.   The difference between protecting RNGC and Tetra properties, May 1, 2015

6.   Did RA commit to spending hundreds of thousands of dollars on Tetra without Board authorization?  June 16, 2016

7.   Key Issues in RA’s Planned Independent Tetra Audit, July 10, 2016

8.   The Peanut Gallery Perspective:  A Summary and Comment on the RA Board Meeting to Discuss Continuing Difficulties in Signing a Tetra Review Contract, December13, 2016

9.   RA overshoots May Tetra budget for 2016 by$29,000, December 22, 2016

10.  The StoneTurn Group Tetra review contract is significantly less punitive than RA’s final offer to Mediaworld, February 7,2017

Prospects for a thorough Tetra independent review don't look good after this afternoon's community meeting.

UPDATED:  We have included the video of the two-hour meeting at the end of this post.

This afternoon (and continuing through this evening), RA and its Tetra Review Committee held a community forum to provide StoneTurn Group (STG) community inputs about the continuing Tetra financial fiasco as a part of its just-initiated independent review.  STG was represented by Deidre Flaherty, a founding partner at STG.  Also at the table were Mike Sanio, VP, RA Board, and Eric Carr, Chairman of the Tetra Review Committee (but not a member of the Board).  

The meeting was lively, sometimes intense, and probably much different than STG was expecting.  The community members all agreed that they loved Reston and usually respected RA, but argued that the Tetra affair was terrible.  At the most general level, the 40 or so Restonians there clearly displayed the high level of distrust the community holds for the RA Board and its handling of the Tetra acquisition and renovation.  While VP Sanio repeatedly noted that the Board also wanted to understand what went wrong and correct processes to prevent the mistakes from happening in the future, community members highlighted that the Board and RA staff caused all the specific problems, that it was forced to take on the independent review by the community, and that the Board controlled the "independent review" process, including offering only a prejudicial contract to Mediaworld which would have done the work for one dollar.

Almost every Restonian who spoke challenged RA's handling of the Tetra affair and, more specifically, was skeptical that STG could pull of the kind of independent review the community (vice the Board) expected within the 19 days (February 28, 2017) and $45,000 budget allowed to investigate, analyze, draft, review, and publish a meaningful investigative product on the topic.  Flaherty was repeatedly challenged on how STG intended to provide a comprehensive report and, in particular, expressed concern that RA would extend the contract and add to its contract cost under this time and materials contract.

Answers by Flaherty to several questions from resident Ed Abbott, chairman of the Reston Recall Committee, concerning the scope of STG's work were not reassuring.  Specifically

• Flaherty stated it was not STG's intention to identify people who were responsible for the financial and management disaster so they could be held accountable. 
• In response to another question, Flaherty did not know if STG would make public the details of RA Board discussions held in Executive Session.  Sanio noted that STG would have access to anyone they wanted, but Richard Chew--a former RA Board member--pointed that Board members may not disclose the substance of Executive Sessions, even after they have left the Board.
• Flaherty also said that STG would not be looking for conflicts of interest (COI), but would report them to her two points of contact (Sanio and Carr) if they were discovered in the course of their work.
• Similarly, Flaherty stated that STG would not pursue violations of Virginia law, including the Property Owners Association Act, but would inform Sanio and Carr if they discovered any.  Carr noted that he would report any allegations of illegal activity reported to him.

Partially in response to these acknowledgements, Sanio read the statement of work deliverables which suggest that some of these concerns may be addressed.  Here is the text of contract's statement of deliverables:

1) reviewing the accuracy 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;

3) 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 best generally accepted principles and practices for similarly situated not-for-profit organizations.

Restonians present at the meeting were not very encouraged by these contract requirements, several speakers noting Restonians need to know the who, what, how, and why of the many bad decisions made in the Tetra purchase and renovation process.

From the two hours of discussion we attended, it appears that RA members can expect little more than some process and procedure improvement proposals from STG as called for in its third task.  Many suggested that this would be just additional waste of money on a project that has already cost Restonians millions of dollars. 

In case the embedded version disappears again, here is the link to the video on youtube.com:  https://youtu.be/NJaot1Sv7Qw

The StoneTurn Group Tetra review contract is significantly less prejudicial than RA's final offer to Mediaworld.

A review of the last contract RA offered Mediaworld LLC to conduct a review of the Tetra fiasco shows that, in several cases, it is much more demanding and/or prejudicial than the contract it subsequently signed with the StoneTurn Group, which is now conducting the review.  Below we identify the key substantive differences between the two contracts (excluding the obvious financial and consultant vs. independent contractor distinctions) so that Restonians can see for themselves how prejudicial the deliberations with Mediaworld were.

All together, what this comparison highlights is that RA did not deal in good faith with Mediaworld in its negotiations.  It demanded a contract so restrictive and potentially costly to Mediaworld team members that that it expected Mediaworld to refuse to sign it.  That is eventually what happened.  

(The paragraph references listed below are the requirements of the Mediaworld contract draft unless otherwise specified.)

Para. 3.1(c):  This paragraph may be one of the most important in the Mediaworld draft.  It has no counterpart in the StoneTurn contract.  Specifically, it calls for Mediaworld's team members to each sign a confidentiality agreement as follows:

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.

There is no Confidentiality Agreement requirement at all in the StoneTurn Group contract.  We have included Schedule B from the Mediaworld contract to show what RA expected the Mediaworld team members to sign.

Para. 4.2:  This paragraph admonishes Mediaworld not to share any Confidential Information with third parties.  Again, no such paragraph exists in the StoneTurn Group contract.

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.

Para. 5:  This paragraph addresses ownership of the Mediaworld product, stating that it belongs to RA.  In part, it addresses a concern raised in earlier drafts of the Mediaworld contract in which RA claimed to own the "work products" (notes, e-mails, etc.) developed in the course of the contract.  (For more on this dispute, see the Reston 20/20 notes on the December 7 special meeting of the RA Board to address contract issues between Mediaworld and RA.)  No such claim is made in any shape or form in the StoneTurn Group contract.

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 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.

Para 10.11:  This paragraph requires Mediaworld to pay liquidated damages of $2,000 per breach or threatened breach of various terms and conditions in the contract as determined by RA.  The analogous paragraph in the StoneTurn Group contract (para. 9.11) calls for injunctive relief as determined by a court.  Here are the two paragraphs side-by-side:

Mediaworld:  

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.

StoneTurn Group:

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

Statement of Work, Para. 1:  The Mediaworld draft contract limits its access to people for interviews, including a specified list of individuals in Schedule C of the draft contract.  Given the terms of the contract, it is likely Mediaworld would have had to negotiate an amendment to the contract to interview anyone else or be found in violation of its terms.  In contrast, StoneTurn Group is not  constrained in any way, including meeting members of the community (such as Reston 20/20).  Again, we present the two contrasting paragraphs for your information.

Mediaworld

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.

StoneTurn Group

The Consultant will conduct interviews with all Association staff, Board members,
committee members, and other third parties substantially involved in the Tetra/Lake House Project as well any other individuals (including members of the Reston community), as the Consultant deems necessary and appropriate.

Schedule B:  This is the Confidentiality Agreement that each member of the Mediaworld team would have been required to sign, holding them "jointly and severally" responsible for any confidentiality breaches as determined by RA.  There is no such schedule and no similar language in the StoneTurn Group contract.

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

                                                                                    _______________________________

                                                                                    RESTON ASSOCIATION

Schedule C:  This schedule identifies the people Mediaworld may interview in fulfilling its contract.  As noted above, StoneTurn Group is unconstrained in whom it may interview in carrying out the contract.

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.

Mediaworld team members describe numerous errors in the handling of the Tetra purchase, renovation, and audit.

Two members of the Mediaworld team that had bid on the Tetra audit describe their findings based on the public record in this letter to Restonians.  

   Letter from Mediaworld team members re mishandling of Tetra purchase, renovation, and audit by TerryMaynard on Scribd

After no response, Mediaworld terminates Tetra audit contract discussions with RA.

The following is the text of an e-mail Sridhar Ganesan, President, Mediaworld Ventures LLC, sent to the RA Board of Directors and others today.  The letter he references is available here.  
 

From: Sridhar Ganesan <sridhar@mediaworldventures.com>

Subject: Re: Emailing - Mediaworld Letter to RA Boad, Dec 22, 2016.pdf

Date: January 2, 2017 at 10:04:35 AM EST

To: BoardOfDirectors <boardofdirectors@reston.org>, "Kenneth E. Chadwick" <kechadwick@chadwickwashington.com>, Tetra Review Committee <TetraReviewCommittee@Reston.org>

Good Morning.  It has been about 10 days since we sent the last letter to you and have had no response.  Please consider this email as termination of our contract discussions.  Wish you all a Happy New Year.

Sridhar Ganesan
+1-202-409-2722
sridhar@mediaworldventures.com
Skype ID:  sridharganesan

Mediaworld Ventures, LLC
PO Box. 2061, Reston, VA 20195
USA

Independent Review of Reston's Lake House Questioned, Reston Connection, December 14, 2016

The Reston Connection has a good article on the continuing saga of the Tetra review contract negotiation in its latest edition.  Here's how it begins:

The Reston Association Board of Directors met on Dec. 7 to discuss contract issues with the company that was selected to review the association’s handling of the Lake House, a property acquisition and renovation that went over budget and has yielded revenue shortfalls ever since it was purchased in July 2015 for $2.6 million.

"We are trying to get this done as soon as possible,” says Sridhar Ganesan, CEO of MediaWorld Ventures, LLC and president of the Reston Citizens Association.

His company agreed to conduct the review for a $1 fee and was selected in September by a special committee that solicited and screened proposals for the RA. The contract is still being negotiated two-and-a-half months later. . . .

Click here to read the rest of this article,

The Peanut Gallery Perspective: A Summary and Comment on the RA Board Meeting to Discuss Continuing Difficulties in Signing a Tetra Review Contract

On Wednesday, December 7, 2016, the 75^th anniversary of the surprise Japanese attack on Pearl Harbor, the RA Board of Directors held a special meeting to, as the agenda stated, conduct an “Executive Session to Discuss Contract issues with MediaWorld, the Tetra/Lake House Review Designee.”  During the course of that meeting, Board member Eve Thompson referred to the five community members there as the “peanut gallery.”  She was quickly rebuked by Board member Sherri Hebert, who noted they were RA members whom the Board represented.  Nonetheless, in the absence of streaming or videotaping of the meeting and knowing full well that the minutes will not reflect the full substance of the meeting, we thought it would be useful to present a detailed summary and occasional commentary from the peanut gallery’s perspective.

Those in attendance included five RA community members, the five members of the Mediaworld team selected to carry out the Tetra review, Eric Carr who headed the Board-appointed Tetra Review Committee contractor selection team and committee member Janine Greenwood, all the members of the Board of Directors, and RA attorney Ken Chadwick.  Not present was CEO Cate Fulkerson. 

Maybe most importantly, after the pro forma call to order, opening remarks, and adoption of the agenda, the five community members there all commented on the agenda.  Specifically, they all condemned the proposed use of an executive session (where there would be no community witnesses) to discuss the Tetra review contract issues.  Attached are the comments of Irwin Flashman and Reston 20/20’s statement is posted on this blog.  James Dean focused the need for an open discussion to preserve the credibility of the contracting effort, Ambassador Dennis Hays highlighted the ebbing and flowing of the Board’s seeming willingness—currently ebbing--to conduct a thorough, credible review of the missteps in the Tetra acquisition and renovation process, and Alison Kamat worried that the prolonged contracting process would continue into next year’s RA Board elections unless the contract issues were quickly resolved.  All of them advocated unequivocally for an open meeting that evening to discuss the issues that were preventing the signing of a $1 contract with Mediaworld to carry out the work.

Thereafter, Vice President Mike Sanio moved that the Board move into executive session to discuss the contract issues with Mediaworld.  The motion was seconded by Eve Thompson.  In the ensuing discussion of the motion, only Board member Eve Thompson—looking at Chadwick—said she thought there would be some benefit from an executive session.  Neither President Ellen Graves nor Mike Sanio said anything substantive regarding the merits of the motion.  All the other members of the Board, with varying degrees of enthusiasm, saw little merit in an executive session and much credibility added to the initiative by an open discussion of the contract issues.   The motion to move to executive session was defeated by a near unanimous vote with only Graves abstaining.

Mediaworld and retired World Bank economist Dick Stillson led off the discussion of the issues by highlighting the need for the contractor’s independence to assure the credibility of the product they created.  He highlighted three specific terms in the 17-page contract that undercut this independence: 

1. Mediaworld's notes and internal communications were to be considered RA's property
2. RA could decide who could and could not be on the team.
3. RA had the authority to modify the report the team submitted and publish it.

Thompson responded that the Tetra review product needed to be credible and, therefore, Mediaworld should not be allowed to change its contract team.  Team member John Higgins, 18-year Treasurer for RA and a former Board member, responded that Mediaworld had no intention of changing the team membership although they may need to bring in someone for specialized expertise.  Mediaworld CEO Sridhar Ganesan objected that contract language allowed RA to remove a team member; that should be Mediaworld’s decision.  Stillson highlighted that, if an employee misbehaved, RA could bring it to Mediaworld's attention and they could dismiss the team member--or RA could cancel the contract. But RA can't pick and choose Mediaworld’s team members and still characterize the effort as independent.

Greenwood raised some extreme hypothetical examples of potential misbehavior by a team member (e.g.—misogynistic comments to RA staff) and suggested RA should be able to terminate their involvement in such cases.  Mediaworld team member Jill Gallagher, a consultant with years of experience managing contracts with non-profits both as contractor and client, added that there were no scenarios in the contract, just the demand for blanket authority to dismiss team members.  She added that, in her experience, the draft contract was not a statement of trust in Mediaworld.  

In an interlude, Chadwick noted that there had been ample time to work out the issues on the contract, and that he had offered several times to meet with Ganesan.  He had never said there was a line in the sand.  Ganesan responded that a memo Chadwick sent was the “red line.”  Chadwick added that he was here to facilitate the contract, which is why they were having the Board meeting.  Danielle LaRosa, Board Treasurer, added her concern about the time it was taking in a comment to Ganesan.  Thompson later added that RA members are sensitive about the delays in the contract, seeing it as Board-driven, but it is really two-sided.  (Note:  Actually, the delays have been driven by RA’s highly restrictive 17-page draft contract and unwillingness to discuss, much less negotiate, its terms at least until this meeting.)

Ganesan noted that he has a number of other ongoing contracts, largely out of the country, and he is not waiting by the phone for a call to set up a meeting.  He added that he would be glad to share phone and email logs to show Mediaworld hadn’t be dragging its feet. He suggested Chadwick have more flexibility in suggesting meeting times.  He added that he wanted to move forward and, that once signed, the team would have a schedule that it would meet for delivery of the review. 

Hebert, waving a signed RA contract with Quantum Governance (QG) (who conducted a study for RA on ethics), noted that QG contract served the same kind of purpose as the one being negotiated with Mediaworld—and it was only four pages long.  Moreover, all the issues that were being raised in this meeting had been covered in just one paragraph in the QG contract.  In both cases, RA was looking for process improvement, so why shouldn’t the QG contract serve as model for the one with Mediaworld.  She added, the more the Board controls this, the worse the optics.   Her question and comments were excellent, undermining just about every argument for a 17-page contract with myriad restrictions, caveats, and penalties.

Board member Ray Wedell picked up on Hebert’s comment, noting that Mediaworld had been picked after a rigorous review among several qualified competitors, so RA needs to get the contract sign and leave them alone.  Trust them to do their job and deal with any issues as they come up.

Board member Julie Bitzer wondered about the issue of Mediaworld indemnifying RA.  Ganesan responded that MW should be indemnified by RA.  Hebert noted that the QG contract had one sentence on the matter indemnifying QG except in cases of gross negligence and willful misconduct. 

Following up on a question from Graves, “What do you mean by internal communications?,” the discussion then turned to whether the Mediaworld team’s internal notes and communications were their property or needed to be turned over to RA.  Stillson noted this meant communications within the team.  LaRosa turned to team member Higgins and asked, “Are auditor’s notes and communications their property?”  Higgins responded that the notes were the auditor’s.  Hebert asked the same about legal notes to Chadwick, who responded they were the attorney’s.   In fact, no one in the room could identify a contract in which a contractor’s internal notes and communications were the property of the client. 

Gallagher then took up the issue of confidentiality.  She noted that the contract needed to note (a) that the team was working with confidential documents and (b) that those should not be shared.  But this contract called for individual members of the team to be personally libel for any mishandling of RA’s documents, an unprecedented demand.   Ganesan followed up by noting that the team members are quite willing to sign a confidentiality agreement.

Gallagher added that she has never before received a 17-page contract in her extensive contracting experience.  She said it felt as long as an inter-agency agreement established for with four US departments.  It took her two days to read the document thoroughly and redline the areas needing changes.  Moira Callaghan, another Mediaworld team member, asked rhetorically whether RA’s “standard” contract was 17 pages long. 

Thompson responded that “we were clear that the team needed to have credibility.”  She expressed specific concern about former RA Treasurer John Higgins’ role on the team.  “What I’m hearing is that you are not going to be like a contractor we hire.”  She added, “My concern is we need a real deal report at the end of this.”  Her remarks followed a statement she made early in the discussion that Mediaworld must meet all the requirements of a “standard” RA contract—“the same contract used by RA on every occasion”—triggering Callaghan’s query above--and, yet, it also must meet special requirements to be credible because the team is comprised of RA members.  We find the two comments remarkably inconsistent. 

In response, Hebert noted that the members don’t care about the contract.  Thompson responded that Mediaworld shouldn’t get special treatment.  (Yet that is exactly what the draft contract does by imposing numerous unique restrictive clauses.)  Ganesan asked that RA just give Mediaworld a standard contract.  Moreover, Stillson responded, if Thompson had any doubts about their professionalism, she should look at the time they took to review and comment on the draft contract.   He had noted earlier that, while RA owned their product, the team members’ names and reputations would be on it.

In wrapping up the discussion, Sanio expressed concerned about the failure to meet the deadline, the need to provide a credible product, and he thanked the Mediaworld team for stepping up.  He then moved for the Board to go into executive session.  Board member Lucinda Shannon questioned whether they could give guidance to counsel in open session.  Graves said no.  Bitzer said the executive session should be to give RA attorney Chadwick guidance so RA could move forward, a comment seconded by Hebert who added that it shouldn’t Chadwick’s opportunity to give the Board guidance.  The motion to move to executive session was approved with three “nay” votes and the public session ended.

   Statement Before RA on Issue of MediaWorld Contract and Board Open Discussion of Same--Irwin Flashman by TerryMaynard on Scribd