MEDIAWORLD Ventures, LLC

PO Box 2061, Reston, VA 20195, USA

Phone: +1-202-409-2722

December 22, 2016

TO:
Reston Association Board of Directors, Tetra/Lake House Review Selection
Committee
FROM: Mediaworld Ventures, LLC - Lake House Review Team
RE: Mediaworld - Lake House Review Team Agreement
The Mediaworld team met with the Reston Association (RA) Board on December 7, 2016
to discuss its concerns about the 17-page draft Contractors Agreement related to the
Review of the Lake House. The team felt that the Agreement granted RA certain powers
over the team, its work, and the final report, which would jeopardize the independence
of the review. At the same time, the agreement asked Mediaworld to hold RA, its Board,
staff, contractors, associates, and others harmless from any outcomes of the review; to
assume all liabilities for any negative outcomes of the review; and, imposed additional
liabilities on each individual team member for what is essentially, a two-month, pro
bono, member-driven, independent review of this Board and staff actions related to the
Lake House.
During the meeting, Mediaworld expressed its concerns regarding the nature and tone of
the agreement, and the chilling effect that these requirements would have on the work
of this team. The team was hopeful when it saw that RA had signed a four-page
contract with Quantum Governance to conduct similar work that we would receive a
smaller, leaner, and much less litigious agreement.
However, on December 14th and 16th, Mediaworld received a revised contract and
confidentiality agreement, respectively, that did not address the main points and more
disturbingly, imposed additional penalties. In the revised contract, a Liquidated
Damages clause was added stating that any breach or threatened (or perceived) breach
of any of the key terms set forth in the agreement would result in a $2,000 per breach
penalty with the definition of what constitutes left to open interpretation. This
wording is ambiguous and open-ended leaving Mediaworld and the volunteer consulting
team at risk, for any perceived breach or threatened breach, in effect in perpetuity.
Even with the constraining language, Mediaworld sought out insurance to protect
Mediaworld and the volunteer consulting team, but it appears that such insurance may
not be a realistic option given the potential long-term exposure and uniqueness of the
contract keeping in mind this is a $1 contract.

Page 1 of 2

MEDIAWORLD Ventures, LLC

PO Box 2061, Reston, VA 20195, USA

Phone: +1-202-409-2722

We would have been comfortable with signing an agreement like RA did with Quantum
Governance and are still willing and able to proceed on that basis. However, that is not
what we have we have a deadline imposed on us that requires us to complete the
agreement by December 23rd and a history of not budging on the key terms, which
seems to make further negotiations futile. Given the constraints and level of financial
risk RA is imposing on a volunteer community team of experts that sought to do this
review as a means to bridge the gap between RA members concerned about the Tetra
purchase (its renovation cost overruns and ongoing costs) and the RA Board and staff,
Mediaworld must withdraw its proposal to perform this review unless we get to a
contract that is more reasonable.
Sincerely,

Sridhar Ganesan
President
Mediaworld Ventures, LLC
+1-202-409-2722

Page 2 of 2