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

Reston Recall report on Tetra purchase, renovation, and failure to audit, plus comments to RA Board by Ed Abbott

   Evaluation of Reston Association’s Purchase and Management of the Tetra Property, by Reston Recall, January... by TerryMaynard on Scribd

   Statement to RA Board by Reston Recall Spokesperson Ed Abbott by TerryMaynard on Scribd

Review of Mediaworld Contract Negotiations with RA on the Tetra Review, Mediaworld LLC, January 9, 2017

This is the text of a Mediaworld review of its recent negotiations with RA to develop a contract to review the purchase of the Tetra property.

             In 2014, the Tetra Partnership, then the owner of the property on Lake Newport which had been the Reston Visitors Center, approached the Reston Association with a proposal to sell the property and the house.  In January2015, the RA board authorized Cate Fulkerson, the RA Chief Executive Officer, to negotiate terms for the sale and to hold a referendum for the membership to approve the purchase.  An outside appraisal gave the value of the property at $1.3 million as office space and $2.65 million as a restaurant, assuming that the seller made needed repairs, estimated to cost about $275,000.  The condition of the building and necessity of repairs was confirmed by an engineering consultant to RA.  RA estimated it would cost an additional $256,000 to renovate the building and $9,000 for basic landscape improvements.  On February 9, 2015, the Board authorized the CEO to proceed with a letter of intent for the purchase and prepare the referendum.  After considerable public discussion, much of it critical to the purchase, the Board approved the purchase for $2.65 million.  In May the referendum passed and in July 2015, RA closed on the purchase, $275,000 was held in escrow to pay for needed repairs, and a group was formed to make recommendations on the use of the property.  In May, 2016, the staff informed the Board that the renovation costs were about $687,000 ($428,000 higher than previously announced) and that the income from the proposed use of the property would be significantly less than previously estimated.

            Given the significant cost overruns and revenue shortfall, the Board approved an independent review of the Tetra purchase and renovation, what processes and controls were in place, and whether RA procedures for major purchases should be changed.  A Request for Proposals was prepared in July 2016.  A committee was formed of Board members and outside RA members to review 12 submitted proposals.  One of the proposals was submitted by a team of Reston citizens with the appropriate professional backgrounds formed by Mediaworld Ventures, a Reston corporation headed by Mr. Sridhar Ganesan, also president of the Reston Citizens Association.  The Mediaworld team offered to do the study for $1, essentially volunteering their time and expertise.  On September 8, 2016, the Mediaworld team met with the selection committee, as did other firms submitting proposals.  The committee recommended acceptance of the Mediaworld proposal and on September 22 the Board approved this proposal.

            On October 5, the group received a draft contract from RA’s legal counsel, for the review.  The draft was 17 pages long and contained provisions that required Mediaworld to hand over all notes, communications and internal written memorandum to RA, which would own this material.  It gave RA the right to remove or replace any of the team members.  The team’s final report would be owned by RA and the draft contract gave RA the explicit right to modify the report and publish the altered report.  Mediaworld would not be allowed to convey or disclose anything with regard to the work.  Each member of the team would be required to sign a confidentiality agreement that basically made everything involving the work confidential, indemnify RA from any and all damages RA might suffer as a result of the team’s work or for breach of the contract, and the team would be jointly and severally liable for any breach by any team member.  That meant that each of us would be liable to pay damages for any breach of confidentiality by any of the team members.  The confidentiality conditions would last indefinitely.

            To say that we were shocked by such a contract would be an understatement.  It was as if we were entering a contract with the Defense Dept. on a review of national security.  Such a contract would rob the team of independence, a key element of our proposal, and it would put each of us and our families at considerable risk. The confidentiality and punitive clauses went far beyond any consultant contract RA had previously employed and were very inappropriate for private RA members volunteering to do the study at no cost.

            After reviewing and discussing the draft contract and consulting an attorney used by Mediaworld, who also volunteered his time, the group redlined the draft contract and sent our changes to RA’s counsel on October 24.  We agreed that each of us would sign an agreement to hold our work confidential; we would be individually responsible to uphold confidentiality but not be jointly and severally responsible for breaches of the contract by others.  We also eliminated clauses that would substantially reduce the group’s independence.  We would own our own notes and materials and RA would have unlimited license for its exclusive use of the final report but not be allowed to alter it and make the revised version public as our work.  Three weeks later, on November 10, we received a note from RA’s counsel basically rejecting all of our substantive changes.

            A Board meeting was set for about one month after that, on December 7, to discuss the contract.  We explained our problems with the original draft contract and insisted that any final contract could not impair our ability to conduct the work independently, would not have onerous punitive clauses that would put our families at risk, and would not allow RA to alter the report and make the revised version public as our work.  One board member produced a consulting contract that RA had recently signed with Quantum Governance that was four pages long and did not have the punitive clauses of the 17 page draft given to us   The Board then went into executive session to provide further guidance to its counsel.

            December 16, 2016, we received a revised draft contract that ameliorated many of the clauses to which we objected but still had problems from our point of view.  Confidential material was redefined as essentially everything not in the public domain; Mediaworld would own its notes, documents and communications but they would be considered confidential; RA would own the final report and the copyright; individual team members would no longer be responsible for breaches by other team members but Mediaworld would be responsible for any damages to RA caused by the work and breaches of confidentiality by any team member; RA would pay for liability insurance up to $1 million, but a liquidated damages clause required Mediaworld to pay $2,000 for each breach of confidentiality by any team member plus any other available remedy.  Basically, the new draft eased the punitive burdens on individual team members but increased the risk to Mediaworld.

            Mr. Ganesan was not willing for Mediaworld to assume such risk and other team members felt that the revised draft was still over-reaching, beyond what was normal for a consultant contract, much less a pro bono project.  Perhaps more importantly, several of us felt that the rather extreme adversarial approach that RA was taking to the contract, and the time it had taken, indicated a lack of trust in the group which would make it very difficult to do the work objectively and independently.  So, on December 22 Mr. Ganesan wrote to the RA Board that we could not accept the contract although we might consider a shorter less punitive version such as the contract RA signed with Quantum Governance.  Not hearing from RA, Mr. Ganesan withdrew from negotiations on January 4, 2017.

"The Absurdity of a New Reston Road Tax," Terry Maynard, Reston Connection, January 4-10, 2017

The following is the text of the subject op-ed written by Reston 20/20 Co-Chair Terry Maynard.

On December 19, while most of us were getting ready for the holidays, a bare quorum of the County’s Reston Network Analysis Group (RNAG), a group appointed by Supervisor Hudgins, met and voted by a narrow majority to endorse a new tax on Reston station area homeowners to help pay for future street improvements there.  The vote was literally no more than an endorsement by a developer-dominated group of a totally unwarranted tax that will subsidize for profit development without a single community representative from the Reston station areas affected by the prospective tax.   
 

The RNAG vote specifically endorsed a proposed Tax Service District (TSD) that imposes added property taxes of $.021/$100 valuation on all property owners—including residences—living near Reston’s Metro stations.  As laid out by the county transportation department (FCDOT), residents will end up paying about 40% of the $350 million in TSD taxes over the next 40 years—some $140 million under a set of assumptions that grossly understate the likely costs residents will pay.

Absurd County Assumptions

And why?  Because the Board of Supervisors directed FCDOT to find a new revenue source to pay for improvements of the streets in and around Reston’s station areas, of course, without asking if a new funding source were needed.  Then FCDOT generated a phony $350 million “gap” in Reston road funding over the next 40 years that could only be filled with some new tax revenue source—as directed by the Board. 

The funding “gap” is based on a number of bogus assumptions.  First, at the heart of this tax scheme is the absolutely incredulous assumption that the County is unable to re-allocate any of its current $4 billion in annual County General Fund tax revenues to improve Reston’s streets in and around the station areas.  The amount that needs to be diverted each year is less than $9 million, a sum that barely rates as a rounding error in the County budget. 

Second, if for whatever cockamamie reason the County seriously believes it can’t divert funds to improve Reston’s streets to support massive development, it could ever so slightly raise the tax rate on any of several existing County-wide tax mechanisms to generate the needed funds.  In a more perfect world, the Board could even twist developers’ arms to have them pay for all the road improvements since they alone will profit to the tune of more than one billion dollars per year over the next four decades.  Another special tax on Reston homeowners (on top of the existing community-wide special tax district charging $.047/$100 valuation to fund the Reston Community Center) or any part of them is totally unwarranted; the street improvements are merely a fabricated excuse.

Third, the TSD proposal ignores the order of magnitude growth in the taxable value of planned Reston station area development over the next four decades.  Right now, Reston’s station areas are valued at about $6 billion.  Four decades from now they will likely be valued at more than $60 billion, and maybe as much as $90 billion, based on long-term area experience.  Even without a rate increase, that means the County will collect over $11 billion in basic property taxes from Reston’s station areas over the next 40 years, an average of more than one-quarter billion dollars in Reston station area taxes per year even without the TSD.  Surely three percent of those $11 billion-plus revenues could be used to fund Reston’s road improvements.

Fourth, don’t fool yourself into assuming those new TSD tax funds will just be added to Reston’s current transportation funding level.  The bulk of the added tax revenue generated by this TSD tax stream will most likely be offset by the County’s diversion of much of its current Reston station area transportation funding to other areas of the county.   

And, once the tax is approved, station area residents will be stuck:

• This tax doesn’t require a referendum approval, just the approval of the tax-ravenous Board of Supervisors, backed by the pre-holiday endorsement of the phony RNAG group.
• There is nothing to keep the Board of Supervisors from raising the TSD tax rate—and residential tax burden—just as it has with a similar TSD in Tysons.
• Finally, there is no sunset provision on the TSD proposal.  When that initial roadway investment is completed, station area homeowners will continue to pay the TSD tax indefinitely.  

Stop the Scam:  Restonians Pay while the County Collects Forever

And there you have the massive scam of the alleged “gap” in Reston station area street improvement funding.  There really is no “funding gap.” There is just another County scheme to pick homeowners’ pockets.  It reflects the Board’s refusal to put an additional penny into Reston streets despite billions of existing and future tax dollars sources.  At the same time, Restonians will face worse traffic by virtue of the County’s explicit intent to lower traffic flow standards such that intersection delays will nearly double during rush hour.   

The notion of a Reston station area “funding gap” is a swindle perpetrated by the Board to justify the creation of another tax revenue stream unrelated to any legitimate new tax funding need.  As a Restonian, whether or not you live in a Reston station area, you need to oppose this preposterous County tax scheme. 

• You can do so by contacting Supervisor Hudgins’ office (Catherine.Hudgins@fairfaxcounty.gov) and telling her that you are against the Board’s imposition of this unnecessary and unfair tax. 
• You can also sign the petition on Change.org (https://www.change.org/p/fairfax-county-board-of-supervisors-stop-the-tsd-road-tax-on-reston-metro-station-area-residents) calling for the defeat of this absurd tax.  
• And you can testify at the upcoming RNAG community meeting in January (date & place TBD), the Board of Supervisors public hearing on the RNAG funding plan (February 28, 2017), and the Board’s public hearing on the specific TSD tax rate proposal in March (date TBD). 

Please step up and help stop this unwarranted additional special tax on Reston station area homeowners.

Terry Maynard, Co-Chair

Reston 20/20 Committee

GGW provides a good look at the expansion of Rt. 7 from 193 to Tysons

Route 7 is getting new trails and a tunnel that connects communities

Roads By Kristy Cartier (Volunteer Contributor) January 4, 2017
 
Plans to widen Route 7 (also called Leesburg Pike) in Fairfax County between Tysons Corner and Reston also include new trails that would run on both sides of the road. There will also be a tunnel connecting park land that the road intersects.

Formally called the Route 7 Corridor Improvements Project, the plan applies to a seven-mile stretch from the Dulles Toll Road to Route 193. It should be finished in 2025. Virginia’s Department of Transportation (VDOT) is overseeing the project since Route 7 is a state road. . .

With the redevelopment of Merrifield, Tysons, and Reston, Fairfax County is starting to embrace walkability and multi-modal access. The transportation section of the 2013 Comprehensive Plan states that “it will be impossible to meet travel demand solely by roadways,” so, accordingly, the Connect Route 7 plan includes adding 10-foot wide paths on both sides of the road. In addition, the project will put more displaced left turns, crosswalks, and pedestrian countdown signals at intersections along this stretch.

A tunnel at a key intersection will connect trails and park land

In one section of the corridor, VDOT’s planners have decided that a tunnel under Route 7 would be safer than the current crosswalk. The underpass will reconnect the north and south areas of Colvin Run Mill Park, which Route 7 bisects. . . .

Click here to read the full article. 

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