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

Michael Smith michael.smith.erdc at gmail.com
Tue Mar 15 19:08:30 PDT 2016


----
Michael Smith
OSGeo Foundation Treasurer
treasurer at osgeo.org

From:  Board <board-bounces at lists.osgeo.org> on behalf of Venkatesh Raghavan
<raghavan at media.osaka-cu.ac.jp>
Date:  Tuesday, March 15, 2016 at 7:47 PM
To:  OSGeo Board <board at lists.osgeo.org>
Subject:  Re: [Board] [OSGeo-Conf] 2017 Boston agreement & seed funding -
IMPORTANT

>     
>  
> 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.

+1 to approve request for FOSS4G 2017

> 
>  
>  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>
>> <mailto: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>
>>>>> <mailto: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>
>>>>>> <mailto: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>
>>>>>>> <mailto: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>
>>>>>>> <mailto: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 don¹t 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 Œadditional guarantee¹. 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 Œlegal¹ 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 it¹s
>>>>>>>  
>>>>>>>  
>>>>>>>  
>>>>>>>  
>>>>>>  
>>>>>  
>>>>  
>>>  
>>> 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
>>>  
>>>>  
>>>>>  
>>>>>>  
>>>>>>>  
>>>>>>>  
>>>>>>>  
>>>>>>>  
>>>>>>> Œgentleman¹s agreement¹ - 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>
>>>>>>> <mailto: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>
>>>>>>> <mailto: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.orghttp://lists.osgeo.org/mailman/listinfo/co
>>>>>>> nference_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 <http://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 <http://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.orghttp://lists.osgeo.org/mailman/listinfo/co
>>>>>>> nference_dev
>>>>>>>  
>>>>>>>  
>>>>>>>  
>>>>>>>  
>>>>>>>  
>>>>>>  
>>>>>> 
>>>>>> 
>>>>>> _______________________________________________
>>>>>> Conference_dev mailing list
>>>>>> Conference_dev at lists.osgeo.orghttp://lists.osgeo.org/mailman/listinfo/con
>>>>>> ference_dev
>>>>>>  
>>>>>  
>>>>> _______________________________________________
>>>>> Conference_dev mailing list
>>>>> Conference_dev at lists.osgeo.orghttp://lists.osgeo.org/mailman/listinfo/conf
>>>>> erence_dev
>>>>>  
>>>>  
>>>> _______________________________________________
>>>> Board mailing list
>>>> Board at lists.osgeo.orghttp://lists.osgeo.org/mailman/listinfo/board
>>>>  
>>>  
>>> --
>>> 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
>>> 
>>> http://www.geomajas.orghttp://www.geosparc.com
>>> 
>>> @DFrigne
>>> be.linkedin.com/in/frigne
>>> 
>>> _______________________________________________
>>> Board mailing list
>>> Board at lists.osgeo.orghttp://lists.osgeo.org/mailman/listinfo/board
>>>  
>>  
>>  
>>   
>>  
>> _______________________________________________
>> Board mailing list
>> Board at lists.osgeo.orghttp://lists.osgeo.org/mailman/listinfo/board
>>  
>  
>  
> _______________________________________________ Board mailing list 
> Board at lists.osgeo.org http://lists.osgeo.org/mailman/listinfo/board


-------------- next part --------------
An HTML attachment was scrubbed...
URL: <http://lists.osgeo.org/pipermail/board/attachments/20160315/e544479c/attachment.htm>


More information about the Board mailing list