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

Tue Mar 8 12:42:37 PST 2016

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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-- 
*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/>*

-- 
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