[Board] [OSGeo-Conf] 2017 Boston agreement & seed funding - IMPORTANT

Steven Feldman shfeldman at gmail.com
Mon Mar 14 08:39:49 PDT 2016 

Venda, Board

The proposed agreement is identical to the one that OSGeo has entered into with Bonn for 2016, with the following variations:

1. The names
2. The seed funding is up to £70,000 not $57.500
3. The advance is for up to $45,000 not $57,500 (overall the total exposure is the same as 2016 at $115,000)
4. The insertion of Mitigation, Indemnification and Arbitration clauses which I understand are standard clauses in US agreements of this type and apply equally to both parties.

The additional guarantee is intended to cover the very unlikely circumstance that the FOSS4G is financially unsuccessful. If the event loses money OSGeo is at risk of losing our seed money and an additional $45,000 up to a maximum exposure of $115,000. This agreement limits our exposure to $115,000 previously we had potentially unlimited exposure.

I hope this helps the board in considering this motion

Cheers
______
Steven


> On 14 Mar 2016, at 14:36, Venkatesh Raghavan <venka.osgeo at gmail.com> wrote:
> 
> Dear Micheal, Guido and all,
> 
> The agreement of seed funding was presented by Guido
> at the Board meeting on 10 March, 2016 and the Board
> members requested for further clarification especially
> about the "additional guarantee".
> 
> Since all the board members are not following conference
> mailing list, I would request that Micheal of Guido
> to provide a brief summary of the request including
> clarification on the "additional guarantee" and also
> link to any relevant documents. This will help the
> board members to get a clearer understanding and
> facilitate to taking timely decision.
> 
> Thanks in advance.
> 
> Best
> 
> Venka
> 
> On 2016/03/10 2:51, Michael Terner wrote:
>> Eli:
>> Thanks for the pointer to SVN, Guido is versed in these technologies and
>> will act as our "user" and POC on this (and you've seen he's already chimed
>> in to this effect). We will do our part to document our experiences and
>> make everything available via SVN.
>> 
>> Also, apologies for the "FOSSGIS e.V." reference; we understood what it was
>> and attempted to excise them all from "our version" of the document.
>> Apparently we missed one so thanks for the heads-up. As per Steven's note,
>> his latest version with the lower "additional guarantee" amount should have
>> this corrected already.
>> 
>> Thanks again to all for your assistance on this.
>> 
>> MT
>> 
>> On Wed, Mar 9, 2016 at 12:30 PM, Guido Stein <gstein at appgeo.com> wrote:
>> 
>>> Hey Eli,
>>> 
>>> I would be happy to help with this.
>>> 
>>> Let me know the credentials and I will do my best to update as we get
>>> these official documents squared away.
>>> 
>>> -guido
>>> 
>>> On Wed, Mar 9, 2016 at 12:22 PM Eli Adam <eadam at co.lincoln.or.us> wrote:
>>> 
>>>> Hi Michael,
>>>> 
>>>> Are you or someone on the BLOC able to use svn?  If so, I'd like to
>>>> give them access to http://svn.osgeo.org/osgeo/foss4g/ so that things
>>>> like these documents can be stored there (at least once finalized and
>>>> approved).
>>>> 
>>>> "FOSSGIS e.V." is a German organization/corporation/nonprofit
>>>> associated with the FOSSGIS conference and Bonn LOC.  They are not a
>>>> party to this agreement and all mention of them should be removed.
>>>> Please revised the documents accordingly.
>>>> 
>>>> Eli
>>>> 
>>>> On Wed, Mar 9, 2016 at 6:20 AM, Michael Terner <mgt at appgeo.com> wrote:
>>>>> 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):
>>>>>> 
>>>>>> 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.
>>>>>> 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.
>>>>>> 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).
>>>>>> 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):
>>>>>>> 
>>>>>>> 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%).
>>>>>>> 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.
>>>>>>> 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
>>>>>>> 
>>>>>>> 
>>>>>>> 
>>>>>>> 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).<OSGeo + BostonLOC Agreement DRAFT v3.odt><OSGeo + BostonLOC
>>>>>>> Agreement DRAFT v3.pdf><OSGeo + BostonLOC Agreement DRAFT
>>>>>>> v3.doc>_______________________________________________
>>>>>>> Conference_dev mailing list
>>>>>>> Conference_dev at lists.osgeo.org
>>>>>>> http://lists.osgeo.org/mailman/listinfo/conference_dev
>>>>>>> 
>>>>>>> 
>>>>>> 
>>>>>> 
>>>>>> 
>>>>>> --
>>>>>> 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/
>>>>>> 
>>>>>> 
>>>>>> 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/
>>>>> 
>>>>> 
>>>>> 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).
>>>>> 
>>>>> _______________________________________________
>>>>> Conference_dev mailing list
>>>>> Conference_dev at lists.osgeo.org
>>>>> http://lists.osgeo.org/mailman/listinfo/conference_dev
>>>> 
>>> 
>> 
>> 
>> 
>> 
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