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

Venkatesh Raghavan raghavan at media.osaka-cu.ac.jp
Wed Mar 16 05:24:05 PDT 2016


On 2016/03/16 19:19, Massimiliano Cannata wrote:
> Dear all,
> my vote is +0
>
> You may know, since last year, i'm not inclined to take any risk and sign
> anything before the current FOSS4G is closed.
> I don't like to be exposed two time.
>
> Anyway, said that my vote is expressed, I have a request related to risk:
> - What about US FOSS4G conference in 2017?
> - Do you have any information on this?

FOSS4G-NA will not be held in 2017 [1].

best

Venka

[1] https://lists.osgeo.org/pipermail/conference_dev/2016-March/003650.html

>
> Maxi
>
>
>>
>>
>> 2016-03-16 9:35 GMT+01:00 Dirk Frigne <dirk.frigne at geosparc.com>:
>>
>>> 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
>>>>>>      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/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.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
>>>
>>> _______________________________________________
>>> Board mailing list
>>> Board at lists.osgeo.org
>>> http://lists.osgeo.org/mailman/listinfo/board
>>>
>>
>>
>> --
>> *Massimiliano Cannata*
>>
>> Professore SUPSI in ingegneria Geomatica
>>
>> Responsabile settore Geomatica
>>
>>
>> Istituto scienze della Terra
>>
>> Dipartimento ambiente costruzione e design
>>
>> Scuola universitaria professionale della Svizzera italiana
>>
>> Campus Trevano, CH - 6952 Canobbio
>>
>> Tel. +41 (0)58 666 62 14
>>
>> Fax +41 (0)58 666 62 09
>>
>> massimiliano.cannata at supsi.ch
>>
>> *www.supsi.ch/ist <http://www.supsi.ch/ist>*
>>
>
>
>
>
> _______________________________________________
> Board mailing list
> Board at lists.osgeo.org
> http://lists.osgeo.org/mailman/listinfo/board

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