February 2018 - mice-discuss - lists.micemn.net

Re: Arista Support Contract

by DeLong, Owen

> On Feb 5, 2018, at 12:31 , Richard Laager <rlaager(a)WIKTEL.COM> wrote: > > On 02/05/2018 11:08 AM, DeLong, Owen wrote: >> I think we’re mostly on the same page. > > I think so too. > > Bringing this to the members for input may have given the impression > that a problem-needing-solving exists and the board was asking for > suggestions on solutions. To be clear, I don't think there's a problem > here. I think this is a no-brainer. Agreed. > In terms of the function should_we_buy_3_years(...), the members are > being given an opportunity to suggest the algorithm inside the function > or at least its parameters, not to execute the function and provide the > boolean return value. OK > Here's my thinking: > > I don't see us needing to buy a new switch this year or next > year, so this decision doesn't affect that either way. Agreed. > We will probably need to add a line card eventually. That is hopefully a > 100G line card, to avoid filling the chassis with another 10G line card. > At a quick glance, the 10G has ~35 ports available and the 100G has ~30 > ports available. Upgrades to 100G will free up 10G ports. We can also > use breakouts to get more 10G ports out of 100G ports if absolutely > necessary. It looks to me like we should be okay on this front. In the > unlikely event we are not, we will end the year with enough cash to buy > another line card anyway, and if we fill up on ports, that means we also > brought in a bunch of additional money in port fees. Yep. > Our only large recurring expense is this contract. The minimum cash > balance with this plan is more than 10x other expenses and 5-10x the > minimum cash balance of last year. That seems fine, and is only > temporary until all port fees are paid, at which point it is even higher. == no brainer as far as I can see. > One of the Juniper switches or modules dying is a risk, but those are > significantly cheaper. We also already have two switches, and all the > participants fit on one, except for the 4 fiber, who could be moved to > the Arista in a pinch. In an emergency, the Junipers are also quite cheap on the refurb market (I picked up a bunch of EX4200-48P for $259@ recently). > The interest we'd earn on the cash is zero or nearly zero, so it takes > very little extra discount on 3-years to be acceptable on that basis. Yes. > The ratio between the 1 and 3 year options is in line with what I'd > expect from my previous purchases of support contracts from various > vendors. It is in line with a suggested ratio I was provided off-list by > another member. OK > Do you see any flaws in the above or have any additional factors I've > missed? Nope. I never meant to imply I was opposed to the idea of doing the 3-year contract, especially if there’s no cost to splitting the payments as mentioned. I would, however, like to see us consider providing mechanisms to provide greater transparency to members under NDA as a general function of the organization. While this event may not make it necessary, I think having that facility is generally better than not having it, so I took this opportunity to push in that direction. Owen

Feb. 5, 2018

Re: Arista Support Contract

by Reid Fishler

I felt as a spending of a LARGE amount of our cash reserves, it should be something the general membership had the ability to comment about...there wasn't all that much argument about if we SHOULD do it, just that as a coop, we need to report back to membership of what we are doing with the $. Reid On Mon, Feb 5, 2018 at 3:31 PM, Richard Laager <rlaager(a)wiktel.com> wrote: > On 02/05/2018 11:08 AM, DeLong, Owen wrote: > > I think we’re mostly on the same page. > > I think so too. > > Bringing this to the members for input may have given the impression > that a problem-needing-solving exists and the board was asking for > suggestions on solutions. To be clear, I don't think there's a problem > here. I think this is a no-brainer. > > In terms of the function should_we_buy_3_years(...), the members are > being given an opportunity to suggest the algorithm inside the function > or at least its parameters, not to execute the function and provide the > boolean return value. > > Here's my thinking: > > I don't see us needing to buy a new switch this year or next > year, so this decision doesn't affect that either way. > > We will probably need to add a line card eventually. That is hopefully a > 100G line card, to avoid filling the chassis with another 10G line card. > At a quick glance, the 10G has ~35 ports available and the 100G has ~30 > ports available. Upgrades to 100G will free up 10G ports. We can also > use breakouts to get more 10G ports out of 100G ports if absolutely > necessary. It looks to me like we should be okay on this front. In the > unlikely event we are not, we will end the year with enough cash to buy > another line card anyway, and if we fill up on ports, that means we also > brought in a bunch of additional money in port fees. > > Our only large recurring expense is this contract. The minimum cash > balance with this plan is more than 10x other expenses and 5-10x the > minimum cash balance of last year. That seems fine, and is only > temporary until all port fees are paid, at which point it is even higher. > > One of the Juniper switches or modules dying is a risk, but those are > significantly cheaper. We also already have two switches, and all the > participants fit on one, except for the 4 fiber, who could be moved to > the Arista in a pinch. > > The interest we'd earn on the cash is zero or nearly zero, so it takes > very little extra discount on 3-years to be acceptable on that basis. > > The ratio between the 1 and 3 year options is in line with what I'd > expect from my previous purchases of support contracts from various > vendors. It is in line with a suggested ratio I was provided off-list by > another member. > > Do you see any flaws in the above or have any additional factors I've > missed? > > -- > Richard > > -- Reid Fishler Director Hurricane Electric +1-510-580-4178

Feb. 5, 2018

Re: Arista Support Contract

by Richard Laager

On 02/05/2018 11:08 AM, DeLong, Owen wrote: > I think we’re mostly on the same page. I think so too. Bringing this to the members for input may have given the impression that a problem-needing-solving exists and the board was asking for suggestions on solutions. To be clear, I don't think there's a problem here. I think this is a no-brainer. In terms of the function should_we_buy_3_years(...), the members are being given an opportunity to suggest the algorithm inside the function or at least its parameters, not to execute the function and provide the boolean return value. Here's my thinking: I don't see us needing to buy a new switch this year or next year, so this decision doesn't affect that either way. We will probably need to add a line card eventually. That is hopefully a 100G line card, to avoid filling the chassis with another 10G line card. At a quick glance, the 10G has ~35 ports available and the 100G has ~30 ports available. Upgrades to 100G will free up 10G ports. We can also use breakouts to get more 10G ports out of 100G ports if absolutely necessary. It looks to me like we should be okay on this front. In the unlikely event we are not, we will end the year with enough cash to buy another line card anyway, and if we fill up on ports, that means we also brought in a bunch of additional money in port fees. Our only large recurring expense is this contract. The minimum cash balance with this plan is more than 10x other expenses and 5-10x the minimum cash balance of last year. That seems fine, and is only temporary until all port fees are paid, at which point it is even higher. One of the Juniper switches or modules dying is a risk, but those are significantly cheaper. We also already have two switches, and all the participants fit on one, except for the 4 fiber, who could be moved to the Arista in a pinch. The interest we'd earn on the cash is zero or nearly zero, so it takes very little extra discount on 3-years to be acceptable on that basis. The ratio between the 1 and 3 year options is in line with what I'd expect from my previous purchases of support contracts from various vendors. It is in line with a suggested ratio I was provided off-list by another member. Do you see any flaws in the above or have any additional factors I've missed? -- Richard

Feb. 5, 2018

Re: Arista Support Contract

by Justin Krejci

Count this as an informal YES vote to approve the board to take whatever actions they feel best for MICE on this particular matter. I like the idea of going with the 3 year term with Arista allowing the fees to be split. I expect sufficient port fees should be able to be collected in time. ________________________________ From: MICE Discuss <MICE-DISCUSS(a)LISTS.IPHOUSE.NET> on behalf of DeLong, Owen <00000005a669d12e-dmarc-request(a)LISTS.IPHOUSE.NET> Sent: Monday, February 5, 2018 11:08 AM To: MICE-DISCUSS(a)LISTS.IPHOUSE.NET Subject: Re: [MICE-DISCUSS] Arista Support Contract > On Feb 2, 2018, at 14:25 , Richard Laager <rlaager(a)WIKTEL.COM> wrote: > > On 02/02/2018 09:20 AM, DeLong, Owen wrote: >> However, disclosure to the membership is not disclosure to the public. It is >> disclosure to the “owners” of the business > > The members are absolutely the owners of MICE. > > In general, I think that disclosure to the member-owners is > substantially similar to disclosure to the public, as the member-owners > are not held to any binding NDA. While that’s currently true, it certainly doesn’t need to remain true. Heck, if you’re that concerned about it, you could even ask members that want to know the details to sign an event specific NDA, or, you could ask members that want additional information available to sign a generic NDA. We could create a second mailing list which only contains members who signed if that’s an issue. > >> who by the very nature of this discussion> are obviously decision makers in the process. > > This thread is an opportunity for the members to provide input to the > board. The board is the decision maker. This is hair splitting and the point is that we’re being asked to provide input/contribute to the decision without complete information. >> It is pretty normal to disclose quote details to the decision makers. > > Agreed. As I noted, the board is fully informed of the pricing. The board is the duly elected representatives of the owners who are the ultimate decision makers in this context. There are many ways we can split hairs here, but this won’t likely be the only time we face a similar situation in the future of MICE. >> Is there a MICE-MEMBERS list that isn’t open to the public? > > No. We can certainly discuss that separately. Sure. I’d say it’s probably a good idea. >> certainly disclosure >> to individual members that request the data (consider this such a request from Akamai) >> is entirely appropriate. > The authority of the owners is as a collective, not individually. An > individual member-owner of a coop can request anything they want, but > that does not obligate the coop to provide that information. Buying a > telephone line from a mutual telephone company makes you a member-owner, > but does not give a member-owner the authority to compel production of > the details of pricing on their telephone switch support contract. Nor > does buying electricity from an electric coop give a member-owner the > authority to unilaterally compel release of business records relating to > energy purchase agreements, even though such details are absolutely > critical to the long-term financial viability of the business. Fair enough. Should we hold a vote of the membership on whether the pricing information should be provided to the members as part of this process. > This is not limited to coops, either. If I purchase a share of Cisco, > Akamai, or any other publicly traded company, that makes me an owner, > but I cannot individually compel the company to provide me confidential > business records. It depends on how many shares you purchase. IIRC, the standard is something like 1% before you are able to compel an agenda item on the AGM, for example. > I think that MICE as a business has a legitimate need for non-disclosure > of certain details. For example, if the owners require that pricing > details on our purchases is made public, it is reasonable to fear that > vendors may give MICE smaller discounts. For another example, if the > owners require that port traffic numbers are made public, we may lose > members (e.g. Akamai) who wish their port traffic numbers to be > confidential, even from the other member-owners. Sure, there are always tradeoffs. However, note that I’m not asking that the pricing details be made public. I expressed a willingness to sign an appropriate NDA and general agreement not to further disclose the information. As such, I do not agree that what is being requested is general disclosure to the public. > This isn't to say that the board or management can do whatever they want > and keep the owners in the dark. Obviously, the company's management and > board need to provide various reports on the company's activities. I think we’re mostly on the same page. I didn’t expect this to be such a contentious matter. Owen

Feb. 5, 2018

Re: Arista Support Contract

by DeLong, Owen

> On Feb 2, 2018, at 14:25 , Richard Laager <rlaager(a)WIKTEL.COM> wrote: > > On 02/02/2018 09:20 AM, DeLong, Owen wrote: >> However, disclosure to the membership is not disclosure to the public. It is >> disclosure to the “owners” of the business > > The members are absolutely the owners of MICE. > > In general, I think that disclosure to the member-owners is > substantially similar to disclosure to the public, as the member-owners > are not held to any binding NDA. While that’s currently true, it certainly doesn’t need to remain true. Heck, if you’re that concerned about it, you could even ask members that want to know the details to sign an event specific NDA, or, you could ask members that want additional information available to sign a generic NDA. We could create a second mailing list which only contains members who signed if that’s an issue. > >> who by the very nature of this discussion> are obviously decision makers in the process. > > This thread is an opportunity for the members to provide input to the > board. The board is the decision maker. This is hair splitting and the point is that we’re being asked to provide input/contribute to the decision without complete information. >> It is pretty normal to disclose quote details to the decision makers. > > Agreed. As I noted, the board is fully informed of the pricing. The board is the duly elected representatives of the owners who are the ultimate decision makers in this context. There are many ways we can split hairs here, but this won’t likely be the only time we face a similar situation in the future of MICE. >> Is there a MICE-MEMBERS list that isn’t open to the public? > > No. We can certainly discuss that separately. Sure. I’d say it’s probably a good idea. >> certainly disclosure >> to individual members that request the data (consider this such a request from Akamai) >> is entirely appropriate. > The authority of the owners is as a collective, not individually. An > individual member-owner of a coop can request anything they want, but > that does not obligate the coop to provide that information. Buying a > telephone line from a mutual telephone company makes you a member-owner, > but does not give a member-owner the authority to compel production of > the details of pricing on their telephone switch support contract. Nor > does buying electricity from an electric coop give a member-owner the > authority to unilaterally compel release of business records relating to > energy purchase agreements, even though such details are absolutely > critical to the long-term financial viability of the business. Fair enough. Should we hold a vote of the membership on whether the pricing information should be provided to the members as part of this process. > This is not limited to coops, either. If I purchase a share of Cisco, > Akamai, or any other publicly traded company, that makes me an owner, > but I cannot individually compel the company to provide me confidential > business records. It depends on how many shares you purchase. IIRC, the standard is something like 1% before you are able to compel an agenda item on the AGM, for example. > I think that MICE as a business has a legitimate need for non-disclosure > of certain details. For example, if the owners require that pricing > details on our purchases is made public, it is reasonable to fear that > vendors may give MICE smaller discounts. For another example, if the > owners require that port traffic numbers are made public, we may lose > members (e.g. Akamai) who wish their port traffic numbers to be > confidential, even from the other member-owners. Sure, there are always tradeoffs. However, note that I’m not asking that the pricing details be made public. I expressed a willingness to sign an appropriate NDA and general agreement not to further disclose the information. As such, I do not agree that what is being requested is general disclosure to the public. > This isn't to say that the board or management can do whatever they want > and keep the owners in the dark. Obviously, the company's management and > board need to provide various reports on the company's activities. I think we’re mostly on the same page. I didn’t expect this to be such a contentious matter. Owen

Feb. 5, 2018

Re: Arista Support Contract

by Steve Howard

Feb. 5, 2018

Re: Arista Support Contract

by Jeremy Lumby

I would say that is more than enough buffer. I completely support moving forward. From: MICE Discuss [mailto:MICE-DISCUSS@LISTS.IPHOUSE.NET] On Behalf Of Richard Laager Sent: Friday, February 02, 2018 4:39 PM To: MICE-DISCUSS(a)LISTS.IPHOUSE.NET Subject: Re: [MICE-DISCUSS] Arista Support Contract On 02/02/2018 06:52 AM, Jeremy Lumby wrote: As for a "loan/donation" If MICE were to get the bank account down to minimum values to pay the support contract for 3 years, and port fees were slower than expected to come in, you can count on me to personally loan/donate MICE the fees to cover other normal expenses like ARIN fees, or misc parts. First off, as always, thank you for your support of MICE. After the first purchase, I want to reassure everyone that we will still have plenty of money to pay the ARIN fees and other miscellaneous expenses. We'd still have well over $10,000 in the bank. In terms of making the payment for the second order... if we can't collect roughly 20% of our port fees in 4-5 months, I think we have serious problems beyond the support contract. -- Richard To unsubscribe from the MICE-DISCUSS list, click the following link: http://lists.iphouse.net/cgi-bin/wa?SUBED1=MICE-DISCUSS&A=1

Feb. 2, 2018

Re: Arista Support Contract

by Richard Laager

On 02/02/2018 06:52 AM, Jeremy Lumby wrote: > As for a "loan/donation" If MICE were to get the bank account down to > minimum values to pay the support contract for 3 years, and port fees > were slower than expected to come in, you can count on me to > personally loan/donate MICE the fees to cover other normal expenses > like ARIN fees, or misc parts. First off, as always, thank you for your support of MICE. After the first purchase, I want to reassure everyone that we will still have plenty of money to pay the ARIN fees and other miscellaneous expenses. We'd still have well over $10,000 in the bank. In terms of making the payment for the second order... if we can't collect roughly 20% of our port fees in 4-5 months, I think we have serious problems beyond the support contract. -- Richard

Feb. 2, 2018

Re: Arista Support Contract

by Richard Laager

On 02/02/2018 09:20 AM, DeLong, Owen wrote: > However, disclosure to the membership is not disclosure to the public. It is > disclosure to the “owners” of the business The members are absolutely the owners of MICE. In general, I think that disclosure to the member-owners is substantially similar to disclosure to the public, as the member-owners are not held to any binding NDA. > who by the very nature of this discussion> are obviously decision makers in the process. This thread is an opportunity for the members to provide input to the board. The board is the decision maker. > It is pretty normal to disclose quote details to the decision makers. Agreed. As I noted, the board is fully informed of the pricing. > Is there a MICE-MEMBERS list that isn’t open to the public? No. We can certainly discuss that separately. > certainly disclosure > to individual members that request the data (consider this such a request from Akamai) > is entirely appropriate. The authority of the owners is as a collective, not individually. An individual member-owner of a coop can request anything they want, but that does not obligate the coop to provide that information. Buying a telephone line from a mutual telephone company makes you a member-owner, but does not give a member-owner the authority to compel production of the details of pricing on their telephone switch support contract. Nor does buying electricity from an electric coop give a member-owner the authority to unilaterally compel release of business records relating to energy purchase agreements, even though such details are absolutely critical to the long-term financial viability of the business. This is not limited to coops, either. If I purchase a share of Cisco, Akamai, or any other publicly traded company, that makes me an owner, but I cannot individually compel the company to provide me confidential business records. I think that MICE as a business has a legitimate need for non-disclosure of certain details. For example, if the owners require that pricing details on our purchases is made public, it is reasonable to fear that vendors may give MICE smaller discounts. For another example, if the owners require that port traffic numbers are made public, we may lose members (e.g. Akamai) who wish their port traffic numbers to be confidential, even from the other member-owners. This isn't to say that the board or management can do whatever they want and keep the owners in the dark. Obviously, the company's management and board need to provide various reports on the company's activities. -- Richard

Feb. 2, 2018

Re: Arista Support Contract

by DeLong, Owen

I would argue that disclosure to the general public is, indeed inappropriate, except as part of any treasurers report as noted below. However, disclosure to the membership is not disclosure to the public. It is disclosure to the “owners” of the business who by the very nature of this discussion are obviously decision makers in the process. It is pretty normal to disclose quote details to the decision makers. Is there a MICE-MEMBERS list that isn’t open to the public? If not, certainly disclosure to individual members that request the data (consider this such a request from Akamai) is entirely appropriate. As a practical matter, since no NDA exists here, I agree not to further disclose the numbers to anyone outside of those that would legitimately have input on the decision or in authoring feedback from Akamai (strictly Akamai internal). Owen > On Feb 1, 2018, at 19:51 , Richard Laager <rlaager(a)WIKTEL.COM> wrote: > > On 02/01/2018 09:32 PM, David Farmer wrote: >> your fiduciary responsibility to the membership comes first, agreeing to >> keep the total expenditure confidential once made would not be >> inconsistent with that responsibility in my opinion. > > I assume you meant "would not be consistent" or "would be inconsistent". > > I have not made any specific or additional confidentiality or > non-disclosure agreements as part of this process. Arista has not made > any requests in this regard beyond the boilerplate on their quote > documents. I am just trying to honor what I see as the normal convention > in such matters. > > I do not anticipate any change in the normal treasurer's reports. That > is, yes, I expect the payments will be disclosed once made as usual. > > If the guidance from the membership is that this is unacceptable and I > should publicly disclose all the numbers now, I can put that to Arista. > > -- > Richard

Feb. 2, 2018