[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
>>>>>>>>>>>>>>
>>>>>>>>>>>>>>
>>>>>>>>>>>>>>
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>>>>>>>>>>>>>> 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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