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

Dirk Frigne dirk.frigne at geosparc.com
Wed Mar 16 01:35:47 PDT 2016


I already responded to the answers we've received. So:
+1 to approve request for FOSS4G 2017

I also want to investigate how we can get an insurance for such an
additional guarantee for future events. Who is in a good position to
take here some action and get some information. Do we have a volunteer
who can take action here?

Dirk



On 16-03-16 03:08, Michael Smith wrote:
> ----
> Michael Smith
> OSGeo Foundation Treasurer
> treasurer at osgeo.org <mailto:treasurer at osgeo.org>
> 
> From: Board <board-bounces at lists.osgeo.org
> <mailto:board-bounces at lists.osgeo.org>> on behalf of Venkatesh Raghavan
> <raghavan at media.osaka-cu.ac.jp <mailto:raghavan at media.osaka-cu.ac.jp>>
> Date: Tuesday, March 15, 2016 at 7:47 PM
> To: OSGeo Board <board at lists.osgeo.org <mailto: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>
>>     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
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>>>>>>>>>>>     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/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,
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>>>>>>>>     contained
>>>>>>>>>>     in this e-mail or any attachments. If you have received this
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>>>>>>>>     e-mail and
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>>>     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
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>>>>>>>>>     error, please advise the sender immediately by reply e-mail and
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>>>>>>>>>
>>>>>>>>>     _______________________________________________
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>>>>>>>>>     Conference_dev at lists.osgeo.orghttp://lists.osgeo.org/mailman/listinfo/conference_dev
>>>>>>
>>>>>>     _______________________________________________
>>>>>>     Conference_dev mailing list
>>>>>>     Conference_dev at lists.osgeo.orghttp://lists.osgeo.org/mailman/listinfo/conference_dev
>>>>>     _______________________________________________
>>>>>     Conference_dev mailing list
>>>>>     Conference_dev at lists.osgeo.orghttp://lists.osgeo.org/mailman/listinfo/conference_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 <mailto: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
> 

-- 
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




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