[Board] [OSGeo-Conf] 2017 Boston agreement & seed funding - IMPORTANT
Anita Graser
anitagraser at gmx.at
Wed Mar 16 00:52:24 PDT 2016
> On Tue, Mar 15, 2016 at 5:47 PM Venkatesh Raghavan <
raghavan at media.osaka-cu.ac.
>> I would like to move the motion to approve the request
>> from BLOC.
+1
Anita
>>
>> 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>
>>> 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>
>>>>
>>>> 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
>>>>
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>>>>>>>>>
>>>>>>>>> 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
>>>>>>>>>
>>>>>>>>
>>>>>>>
>>>>>>>
>>>>>>>
>>>>>>>
>>>>>>> _______________________________________________
>>>>>>> Conference_dev mailing list
>>>>>>> Conference_dev at lists.osgeo.org
>>>>>>> http://lists.osgeo.org/mailman/listinfo/conference_dev
>>>>>>>
>>>>>>
>>>>>> _______________________________________________
>>>>>> Conference_dev mailing list
>>>>>> Conference_dev at lists.osgeo.org
>>>>>> http://lists.osgeo.org/mailman/listinfo/conference_dev
>>>>>
>>>>> _______________________________________________
>>>>> Board mailing list
>>>>> Board at lists.osgeo.org
>>>>> http://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.org
>>>> http://www.geosparc.com
>>>>
>>>> @DFrigne
>>>> be.linkedin.com/in/frigne
>>>>
>>>> _______________________________________________
>>>> Board mailing list
>>>> Board at lists.osgeo.org
>>>> http://lists.osgeo.org/mailman/listinfo/board
>>>
>>>
>>>
>>>
>>>
>>>
>>> _______________________________________________
>>> Board mailing list
>>> Board at lists.osgeo.org
>>> http://lists.osgeo.org/mailman/listinfo/board
>>
>> _______________________________________________
>> Board mailing list
>> Board at lists.osgeo.org
>> http://lists.osgeo.org/mailman/listinfo/board
>
> --
> --
> Jody Garnett
>
> _______________________________________________
> Board mailing list
> Board at lists.osgeo.org
> http://lists.osgeo.org/mailman/listinfo/board
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