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

[Jody Garnett]

+1 to approve the revised request from the BLOC

On Tue, Mar 15, 2016 at 5:47 PM Venkatesh Raghavan <
raghavan at media.osaka-cu.ac.jp> wrote:

> Dear Board,
>
> MOT7: Seek additional clarifications and attend to this agenda item by
> e-mail within 7 working days
>
>
> Pending the approval of the above motion moved at
> the Board meeting held on 10 March, I would like to
> remind that we have two working days remaining
> to seek further clarification concerning the
> 2017 Boston agreement & seed funding request and
> vote for board approval.
>
> Considering the time available and also the fact that I
> do not intend to seek further clarification from my side,
> I would like to move the motion to approve the request
> from BLOC.
>
> Best
>
> Venka
>
>
>
>
>
> On 2016/03/15 21:17, Michael Terner wrote:
>
> Venka:
> Thanks for the fair questions and thanks to the board for the serious
> consideration of our request.
>
> Steven, thanks for the general outline of a response and an enumeration of
> our request. Your four points are entirely accurate and indeed several
> people guided us to examine the Bonn agreement as a template for an
> OSGeo/LOC agreement. This is precisely what we did, although in our case,
> and unlike Bonn, the BLOC is not a legal entity and thus as with some past
> conferences our PCO is part of the agreement as our "financial agent". So
> here are a few additional details on the four main points:
>
>    1. *Names*: Our agreement has three parties: OSGeo, the Boston Location
>    Organizing Committee (BLOC) and Delaney Meeting & Event Management, our
>    PCO, who is acting as our financial agent.
>    2. *Seed funding*: We are asking for approval of up to maximum of
>    $70,000 of advances. As per the email threads, we anticipate doing this
>    through two separate requests. The first would be for $20,000 +/-
>    immediately following our hoped for approval of the agreement. The second
>    would be for the remaining $50,000 after the Bonn Conference concludes and
>    as we begin to ramp up at a faster pace (and as deposits come due).
>    3. *Additional guarantee*: Again, we followed the Bonn agreement model,
>    and as Steven points out the "total exposure" for OSGeo between the
>    advances and additional guarantee are the same for both Boston and Bonn. I
>    would also observe that the known precedent of OSGeo providing these
>    guarantees was something we considered strongly in forming our bid. Indeed,
>    both the BLOC and OSGeo are "in this together" with substantial "skin in
>    the game" and we are both strongly motivated for a superior and financially
>    successful event. We will work tirelessly to ensure Boston continues the
>    FOSS4G streak of being financially successful.
>    4. *Contractual clauses*: As has happened over the years, we would
>    certainly urge OSGeo to continue building on the template agreement and
>    these clauses provide important *mutual *protections as well as
>    providing a framework for cost-effective dispute resolution in the unlikely
>    event it is needed. They are standard clauses, but they also articulate
>    important principles.
>
> Last, please consider the BLOC to have a strong +1 to Dirk's suggestion
> that OSGeo look at an insurance approach for FOSS4G that could be designed
> to cover future events and could leverage the good financial record of past
> FOSS4G's. This would be one more thing that the "next conference" (e.g.,
> 2018) would not have to start from scratch with. Along those lines, we very
> much appreciate Cameron resuscitating the "Priorities for Conference
> Committee" thread, and anticipate chiming in over the coming weekend.
> Indeed, the "starting from scratch" issues are something that are
> resonating with our team.
>
> Please let us know if you have any further questions, or need
> clarifications on the points made above. We remain very hopeful that we can
> receive Board approval *this week*. And, we are also hopeful that if we do
> receive that approval it will be provided with some guidance on "what comes
> next" in terms of putting signatures on the agreement and formally
> initiating the financial request for an advance. The signatures part is
> most important as we continue to face a near term deadline for signing an
> agreement with our venue that will legally secure the date.
>
> Thanks in advance...
>
> MT & the BLOC
>
>
>
> On Tue, Mar 15, 2016 at 4:19 AM, Dirk Frigne <dirk.frigne at geosparc.com> <dirk.frigne at geosparc.com>
> wrote:
>
>
> Thank you Steven,
>
> This is a clear statement and an improvement of the contract in relation
> to last year in relation to exposed risk.
>
> i.m.h.o. this should pass the board's decision for this event. If the
> board should have still questions about the contract in general, we
> should discuss them and formulate an advise for improvement for future
> events.
> One improvement could be that OSGeo get insured for the extra exposed
> risk (for future events), based on the financial history of all the
> FOSS4G events in the past.
>
> Dirk.
>
>
> On 14-03-16 16:39, Steven Feldman wrote:
>
> 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> <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> <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> <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> <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> <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> <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
>
>
>
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>
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>
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>
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>
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>
> Inc.
>
> (AppGeo).<OSGeo + BostonLOC Agreement DRAFT v3.odt><OSGeo +
>
> BostonLOC
>
> Agreement DRAFT v3.pdf><OSGeo + BostonLOC Agreement DRAFT
> v3.doc>_______________________________________________
> Conference_dev mailing listConference_dev at lists.osgeo.orghttp://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 02108www.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
>
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>
> otherwise authorized to receive this message, you should not use,
>
> copy,
>
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>
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>
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>
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>
> material in error, please advise the sender immediately by reply
>
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>
> 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 02108www.AppGeo.com
> Please come to Boston for Global FOSS4G 2017:
>
> http://2017.foss4g.org/
>
>
>
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>
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>
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>
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>
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>
>
> --
> Yours sincerely,
>
>
> ir. Dirk Frigne
> CEO @geosparc
>
> Geosparc n.v.
> Brugsesteenweg 587
> B-9030 Ghent
> Tel: +32 9 236 60 18
> GSM: +32 495 508 799
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>
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>
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-- 
--
Jody Garnett
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