[Board] [OSGeo-Conf] 2017 Boston agreement & seed funding - IMPORTANT
Michael Terner
mgt at appgeo.com
Wed Mar 9 06:20:58 PST 2016
Steven:
Thanks for keeping this moving and the good questions, suggestions and
observations.
Board:
Thanks very much for taking this up on short notice. We really appreciate
the attention.
To Steven's questions/suggestions:
- YES, we are comfortable changing the "additional guarantee" downward
to match the Bonn "total value." Indeed, we were "connecting the dots"
based on the Bonn template, and had not completed a full risk assessment.
Steven makes a very good point that the "insurance policies" that we can
pursue after we have an agreement will help better quantify "actual risk"
and exposure. We are comfortable proceeding with what Steven proposes
(i.e., $115k max), and if we feel an alteration is necessary/warranted
we'll bring that back to conference dev at a later time. Indeed, our
nearest term need is to formally enter into agreement so that we can secure
our venue via our PCO. So, YES, $115k (i.e., $70k advance, $45k "additional
guarantee") is good. Thank you.
- YES, we appreciate your understanding and open mindedness to the legal
clauses (thank you Darrell for the +1 on that). Ultimately, these all
protect *both* OSGeo and the LOC/PCO and/or show a preference for
non-litigious dispute resolution. Over time, these might be considered as
additions to the "template agreement". And, we welcome further review/input
from people familiar with contracts/agreements.
- As Steven relays, our PCO reviewed and was comfortable with the
agreement's existing language on guarantees. She only asked that the
additional clauses be added. And, as per above, if we perform a more
detailed risk assessment it sounds like there is an avenue to re-approach
Conf Dev on increasing the guarantee.
Indeed, OSGeo's very good 10 year record of having strong conferences
should help moderate insurance costs. And the BLOC has every intention of
extending that success with Boston.
Sincerely and with thanks...
MT & the BLOC
On Wed, Mar 9, 2016 at 7:24 AM, Steven Feldman <shfeldman at gmail.com> wrote:
> Michael
>
> The additional guarantee for Bonn was based upon a risk analysis at
> different points in the build up to the conference and an estimate of the
> maximum exposure if the event had to be cancelled or proceeded with a lower
> than viable attendance. It was not automatically equal to the seed funding.
>
> I don’t want to just negotiate you down to a lower figure. Can you and
> your PCO consider the exposure at different points and come up with a
> revised additional guarantee that you need. If you will be offsetting any
> additional risk through an insurance policy it might be worth exploring the
> premium versus excess ratios to come up with the most efficient balance
> between an OSGeo additional guarantee and insurance.
>
> In my motion to the CC I asked for approval for the seed funds but did not
> mention the ‘additional guarantee’. Given time pressures I am going to
> submit a proposal to the Board for consideration at tomorrow meeting for
> seed funds of $70k and an additional guarantee of up to $45k i.e. a total
> exposure of $115k which is the same level of guarantee offered to Bonn for
> this year. If you come up with a different level of additional guarantee or
> the CC objects I will have to go back to the board and ask them to adapt
> the motion subsequently.
>
> Darrell has suggested, in a separate mail in this thread, that the
> additional ‘legal’ paras are standard clauses, unless someone else objects
> I am happy to forward the agreement (with additional guarantee amended) to
> the board for approval.
>
> Darrell also raised the question of how OSGeo can limit it’s liability in
> the event that the PCO or the LOC undertakes irrevocable commitments in
> excess of the agreed sum. My understanding is that the agreement is
> primarily between OSGeo and the PCO with the LOC acting as our agent, the
> PCO by signing this agreement accepts that OSGeo liability is limited to
> $115k (or whatever sum we agree) and will take necessary steps (i.e.
> insurance to mitigate any risks). While we there is some uncertainty about
> the enforceability of this agreement or its outcome, it is a lot better
> than we had previously where nearly everything was done on the basis of a
> ‘gentleman’s agreement’ - that said, so far no global FOSS4G has had to
> call on OSGeo to bail them out.
>
> I have copied the Board into this mail so that they are fully aware of the
> background and our discussions.
>
> Cheers
>
>
> ______
> Steven
>
>
> On 8 Mar 2016, at 20:42, Michael Terner <mgt at appgeo.com> wrote:
>
> Totally fair questions. Here's where these things came from:
>
> - *Regarding the "advance" and the guarantee:* We followed the form of
> how Bonn was setup. In the Bonn template "schedule" that was shared with us
> there was $57,500 for the "advance" and $57,500 for the "additional
> guarantee". Then the schedule identified $115,000 for the "Maximum total
> OSGeo financial exposure.". The previous threads had identified our total
> "maximum advance" as $70,000 (that we would seek in two installments).
> Since the "additional guarantee" had not been discussed explicitly I
> followed the "Bonn model" and had the additional guarantee match the
> advance payment, i.e., the $70,000; for a total exposure of $140,000. If
> that's not appropriate, or the "additional guarantee"; or "total exposure"
> needs to back down we will figure it out with your guidance.
> - *Regarding the "legal" language:* In reviewing the Bonn agreement we
> were both pleased and a little surprised that there weren't more "terms and
> conditions". We're all for simplicity and clarity. That said, our PCO,
> Delaney Meeting & Event Management (DMEM) made these suggestions as they
> will be a signatory to the agreement. In short, these are common sense
> protections that are routine in almost all contracts. We certainly
> understand and respect your potential need to have additional review, and
> we certainly reviewed the language but did not feel that engaging legal
> counsel was necessary due to the fact that these clauses are so commonplace
> (i.e., I have seen this language many times before) and because they
> protect both parties to the agreement. Here's my layman's summary of what
> they mean and why they are important (and this is in *no way* is
> designed to dissuade you from getting the reviews OSGeo thinks are
> necessary):
> 1. *Mitigation Clause/Force Majeure:* If something terrible and beyond
> the control of either of us happens (e.g., crazy weather; terrorism that
> locks down travel; etc.) that causes the event to be cancelled late in the
> game, there is a means to do that. As per later in the document, we will
> have "cancellation insurance" so that if this happens neither party loses
> already spent $'s.
> 2. *Indemnification*: Is a mutual protection that if *either party* is
> acting in bad faith or shows negligence or blatant incompetence, that
> causes damage and as a result the other party (i.e., the one that did not
> cause the problem) is sued, the party at fault is responsible for those
> damages and must *indemnify* the non-responsible party.
> 3. *Arbitration:* If there is a dispute, this clause indicates that
> it will be resolved through arbitration, as opposed to a lawsuit.
> Arbitration is generally a quicker and less costly process (at least in the
> USA).
> 4. *Event insurance*: We will obtain insurance to cover both
> cancellation exposure and liability that may result from this event. This
> is commonplace and our PCO is familiar with these types of policies and
> affordable means of obtaining them. These costs are included in our budget.
>
> Even with these additions, this agreement remains very lean. Obviously, we
> do not want to add unnecessary complexity or slow things down. Rather, our
> intent is to have a solid agreement that protects both parties and helps to
> cement a productive and collaborative partnership.
>
> Please let us know if there's any other information you require; or
> anything else we can do to clarify things. If this needs more thorough and
> time consuming review we regret that, but also accept it.
>
> Please let us know what comes next, and in particular whether we should
> revise our request for the size of the "additional guarantee".
>
> Thanks to all for the work you're putting into this...
>
> MT
>
>
>
> On Tue, Mar 8, 2016 at 3:04 PM, Steven Feldman <shfeldman at gmail.com>
> wrote:
>
>> Michael
>>
>> The overall guarantee including seed funding is $140k - I do not recall
>> this high a number being advised previously. Could you clarify.
>>
>> While I do not have any fundamental disagreement with the clauses that
>> you have added at the end, they will need to be reviewed by someone more
>> legally qualified than me which may incur both costs and delay.
>> ______
>> Steven
>>
>>
>> On 8 Mar 2016, at 16:43, Michael Terner <mgt at appgeo.com> wrote:
>>
>> Conference Dev Committee:
>> Thank you very much for your support of the motion to provide our team
>> seed funding.
>>
>> As promised earlier in the thread, attached is a "draft agreement"
>> between OSGeo and the Boston Location Organizing Committee (BLOC), as well
>> as with our PCO, Delaney Meeting & Event Management (DMEM). We are hopeful
>> that this is on target and can be passed on to the Board in time for their
>> meeting on Thursday. We are assuming that Conference Dev will bring this to
>> the Board's attention.
>>
>> Here's what you will find in the attached document (attached as .DOC,
>> .ODT and .PDF):
>>
>> 1. Our re-work of the Bonn Template Agreement to include our specific
>> requests for advance and guarantees; as well as our "percentage of profits
>> returned to OSGeo" language that was also contained in our proposal (and is
>> slightly different than 90%).
>> 2. Some common-sense legal terms that were suggested by DMEM for
>> things like Force Majeur, mutual indemnification and arbitration of
>> disputes. We also affirm our commitment to purchase our own cancellation
>> and liability insurance.
>> 3. Attachment 1 which is structured as a PCO contract between OSGeo
>> and DMEM on behalf of the BLOC, allowing DMEM to serve as our financial
>> agent and as the entity that would sign the commitment with our venue (this
>> was distributed earlier).
>>
>> Given the nature of this arrangement we have three signature lines for
>> OSGeo, the BLOC, and also DMEM, on behalf of the BLOC.
>>
>> Please let us know if you have any question, or need anything further.
>> And again, thanks in advance for carrying this forward to the Board.
>>
>> Sincerely,
>>
>> MT & the BLOC
>>
>>
>>
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>> (AppGeo).<OSGeo + BostonLOC Agreement DRAFT v3.odt><OSGeo + BostonLOC
>> Agreement DRAFT v3.pdf><OSGeo + BostonLOC Agreement DRAFT v3.doc>
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>>
>>
>>
>
>
> --
> *Michael Terner*
> *Executive Vice President*
> 617-447-2468 Direct | 617-447-2400 Main
> Applied Geographics, Inc.
> 24 School Street, Suite 500
> Boston, MA 02108
> www.AppGeo.com <http://www.appgeo.com/>
> *Please come to Boston for Global FOSS4G 2017: **http://2017.foss4g.org/
> <http://2017.foss4g.org/>*
>
>
> This e-mail message and any attachments may contain confidential or
> legally privileged information. If you are not an intended recipient or
> otherwise authorized to receive this message, you should not use, copy,
> distribute, disclose or take any action based on the information contained
> in this e-mail or any attachments. If you have received this message and
> material in error, please advise the sender immediately by reply e-mail and
> delete this message. Thank you on behalf of Applied Geographics, Inc.
> (AppGeo).
>
>
>
--
*Michael Terner*
*Executive Vice President*
617-447-2468 Direct | 617-447-2400 Main
Applied Geographics, Inc.
24 School Street, Suite 500
Boston, MA 02108
www.AppGeo.com
*Please come to Boston for Global FOSS4G 2017: **http://2017.foss4g.org/
<http://2017.foss4g.org/>*
--
This e-mail message and any attachments may contain confidential or legally
privileged information. If you are not an intended recipient or otherwise
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in error, please advise the sender immediately by reply e-mail and delete
this message. Thank you on behalf of Applied Geographics, Inc. (AppGeo).
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