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

[Eli Adam]

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
>>>
>>>
>>>
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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/
>>
>>
>> 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).
>
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