Florida Atlantic Research and Development Authority – Board of Directors Meeting Dean’s Conference Room, Engineering East, 777 Glades Road, Boca Raton, FL 33431 December 14, 2011 at 8 AM AGENDA I. Call to order - Chairman Daszkal II. Roll call – Mr. Duffell III. Additions, deletions, substitutions to the agenda IV. Review of the minutes of the November 17 th , 2011 meeting – Chairman Daszkal V. Chair’s report – Chairman Daszkal VI. Treasurer’s report – Treasurer Swindell VII. General Counsel’s report – Mr. Siniawsky VIII. President’s report – Mr. Duffell IX. Developer’s report – Mr. Livingston X. Old business XI. New business i. License and amendment for use of FAU’s mark – Mr. Duffell ii. Sub-license of FAU mark to Deerfield R&D Project – Mr. Duffell iii. Resolution 11-11 Budget Amendment iv. Review of Modernizing Medicine White Paper and Resolution 11-12 v. Review of FWC Management company and Resolution 11-13 XII. Adjourn
35
Embed
Florida Atlantic Research and Development Authority – Board of
This document is posted to help you gain knowledge. Please leave a comment to let me know what you think about it! Share it to your friends and learn new things together.
Transcript
Florida Atlantic Research and Development Authority – Board of Directors Meeting
III. Additions, deletions, substitutions to the agenda
IV. Review of the minutes of the November 17th
, 2011 meeting – Chairman Daszkal
V. Chair’s report – Chairman Daszkal
VI. Treasurer’s report – Treasurer Swindell
VII. General Counsel’s report – Mr. Siniawsky
VIII. President’s report – Mr. Duffell
IX. Developer’s report – Mr. Livingston
X. Old business
XI. New business
i. License and amendment for use of FAU’s mark – Mr. Duffell
ii. Sub-license of FAU mark to Deerfield R&D Project – Mr. Duffell
iii. Resolution 11-11 Budget Amendment
iv. Review of Modernizing Medicine White Paper and Resolution 11-12
v. Review of FWC Management company and Resolution 11-13
XII. Adjourn
Florida Atlantic Research & Development Authority
Board of Directors Meeting
November 17, 2011 at 8:00 am
3701 FAU Blvd, Suite 210, Boca Raton, FL
Also Present: Dana Chase – Hold Thyssen, Christine Cannon – EDC, Janet Sherr – BRAA, Bruce Rosetto – Greenberg Traurig
The meeting was called to order by Chair Daszkal at 8:28 am.
Minutes Approval:
Motion to approve the minutes of the October 17th, 2011 meeting offered by Mr. Trinka, seconded by Ms. Maier.
All approved.
Agreement between the Boca Raton Airport Authority and HDG Mansur
Mr. Duffell explains that the Boca Raton Airport Authority would like to move to their own space, still overlooking
the airpark. The Boca Raton Airport Authority has agreed with HDG Mansur for the latter to help them procure a
sub-lease for land from FARDA, and to facilitate permit applications to SFWMD and others. FARDA needs to
negotiate with the Boca Raton Airport Authority for a direct sublease from the Research Park for that property.
The project also requires a permit from South Florida Water Manangement in order to assure the parties that the
storm water currently handled by the property in question, can be accommodated in the Airport Authority’s
system. This agreement has already been signed by HDG Mansur and the Boca Raton Airport Authority. It is
presented to the Board for acknowledgement that the two to come to us with those requests. Nothing is agreed to
other than sitting down to speak with them. If the transaction goes forth, the piece of property currently leased by
the Phase II Maintenance Association of the Park will be taken over by the Boca Raton Airport Authority through
their system. They will build their own headquarters building. And as a result of a direct sublease from us, the
annual revenues will increase. Part of this agreement will include a full engineering assessment.
Ms. Sherr, from the Boca Raton Airport Authority, elaborated that once this is approved the BRAA will be
expending a great deal of money to do the due diligence exercises. One of those exercises will be to secure a
permit from South Florida Water Management on the storm water. The request for FARDA to sign off on a non-
binding agreement is to assure HDG and BRAA that there will be cooperation and acknowledgement of the
expenditure of money.
Dr. Rosson asked Ms. Sherr to elaborate more about the cost. Ms. Sherr explained that the total estimates have
not been made since the land for which they want is not secure yet. They do expect, though, to go through the
agreement and entering a sublease of approximately $50,000-100,000. The building will be approximately 5,000
square feet. The fee paid to HDG Mansur will be about $950,000.
Motion to authorize the Chair to execute the agreement to procure sublease between HDG and the BRAA. Moved
by Ms. Trinka, seconded by Dr Parks. Approved by all.
Mr. Siniawsky suggested that there should be a motion offered to authorize Mr. Duffell to execute the permit
applications necessary in connection to the storm water license permit during this meeting instead of the at next
Members:
Mr. Michael Daszkal, Chair
Ms. Lonnie Maier, Vice Chair
Dr. Barry T. Rosson, telephone
Dr. Robert Parks
Mr. Bob Swindell, Absent
Ms. Roxanna Trinka
Staff:
Mr. Andrew Duffell, President & CEO
Mr. Jeffrey Siniawsky, General Counsel
meeting. It is more than likely that FARDA would have to sign off on whatever applications submitted by BRAA and
HDG. This will allow there to be no separate meetings about this subject. It will only be documents to have the
process move forward.
Motion to authorize Mr. Duffell to execute such permit applications and ancillary documents necessary for
application of the South Florida Water Management District for storm water license permit revisions. Motioned by
Ms. Maier, seconded by Ms. Trinka. Approved by all.
Phase II Maintenance Association
Mr. Duffell explained there is a need to appoint a member to the Phase II Maintenance Association. Currently on
Phase I, there is Ms. Maier and Ms. Trinka. Since Mr. Arts retired from FARDA, another member will need to
replace his position in Phase II. Mr. Duffell volunteered Ms. Maier in order to keep uniformity between the two.
Motion to appoint Ms. Maier to the Phase II Maintenance Association. Motion by Dr. Parks, seconded by Ms.
Trinka. Approved by all.
Meeting adjourned at 9:03 am.
MEMORANDUM
DATE:
December 7, 2011
TO: Board of Directors
CC: Deerfield Beach City Commissioners and Assistant City Manager; South Florida
Stakeholders
FROM: Andrew Duffell, President & CEO
RE: BI-MONTHLY UPDATE OF ACTIVITIES
We held a special meeting in November to review an agreement between HDG Mansur and the Boca
Raton Airport Authority which will lead to the latter approaching the Research Park to consider a sub-
lease of land at the Boca Raton campus. That meeting did not review financial statements or other
activities, and so this report covers the period since our last regularly scheduled meeting in October.
Outreach
• Presented the Deerfield Beach campus to the staff of the Greater Fort Lauderdale Alliance in a
meeting at the Deerfield Beach building. The aim of the meeting was to have the Alliance staff
better informed about the regional asset in order to promote it to their project pipeline.
• Participated in and sponsored EDC’s Emerging Technology Business Showcase (ETBS) in
Deerfield Beach in order to highlight the regional asset of the Research Park in Deerfield Beach.
The conference was attended by approximately 200 people, and was opened by Commissioner
Preston.
• Attended the ribbon cutting for MobileHelp in the Research Park, facilitated the involvement of
the Chamber of Commerce, President of FAU and Chairman of the Research Park.
• A meeting was held with executives from Florida Power & Light, in conjunction with FAU, to
discuss ways in which the former can get more involved with the life of the university and
economic development in general. Discussion was held about its involvement in the Research
Park Catalyst Fund, the Technology Business Incubator (TBI), and other initiatives.
• A meeting was held with the President of FAU and the Chairman of the Board of Trustees of
FAU, along with Dr. Rosson of the Research Park in order to discuss better coordination between
the Research Park and FAU in economic development endeavors.
• Meetings were held with several potential residents of the TBI as well as potential tenants of the
Research Park.
• HDG Mansur facilitated a meeting with the Dean of the College of Education, the University’s
general counsel and the head of the hospitality program at FAU to discuss the potential for a
hotel and conference center at the Research Park.
• Participated in the Med-U-Tech conference held at the Boca Raton Resort & Club, at which the
Research Park was held up as an example of economic development in action. The Research
Park, in collaboration with HDG Mansur also purchased an advertisement in the special
advertising section that was produced and published subsequent to the event. The activities of
the Research Park and some of its tenants were featured in the special section.
• Spoke at the monthly lunch meeting of the Alliance of Corporate Real Estate Executives and
Specialists (ACRES) to inform the members about the Research Park and its possibilities.
Opportunity facilitated by HDG Mansur.
• Met with Boca Raton City Councilwoman Constance Scott to discuss economic development,
and the relationship between the Research Park and the City.
Resource development
• Discussions were furthered with the new head of the accounting department to develop a
shared services model to assist residents of the TBI with their accounting needs.
• Facilitated informational meeting for Research Park tenants with the Florida LambdaRail (FLR)
and FPL FiberNet to discuss the benefits of accessing the FLR as a research park.
Operational
• Staff attended the South Florida Regional Planning Council-organized economic development
symposium at the Broward County Convention Center in order to be better informed of other
organizations’ efforts in this area.
• Meeting was held with Dr. Rosson in his capacity as Vice President for Research, to discuss the
Technology Review and Advisory Committee.
• Meeting was held with Division of Research staff to coordinate data gathering about the
operations of the Research Park tenants, and to facilitate better relationships for them with
faculty at FAU.
• President of the Research Park appointed chairman of the Boca Raton Chamber of Commerce
economic development committee.
• Attended meeting with FAU, city of Boca Raton, HDG Mansur, and Florida Department of
Transportation to discuss the future interchange at Spanish River Boulevard and its implications
for FAU Boulevard.
• Held multiple meetings regarding the potential for the Boca Raton Airport Authority to sub-lease
land from FARDA on Phase II of the Research Park.
• Attended the Association of University Research Parks (AURP) annual conference in New
Orleans, LA in order to learn best practices in the industry and build relationships with peer
parks.
• Facilitated Bruce Rosetto’s appointment to the board of directors by the Palm Beach County
Commission.
Future Expansion
• Held discussions with the executives from Endeavor Securities Inc. (ESI) regarding the potential
for the Research Park to expand to Jupiter in close proximity to the FAU campus (Abacoa) in a
joint venture. The project would involve ESI raising debt capital through the EB-5 investor visa
program in order to purchase land and build buildings in Jupiter, and for the Research Park to
take over ownership at a later stage.
The next board of directors meeting will be held on December 14th
, and at that time you will be asked to
consider two White Papers for potential tenants, indicating that the market is responding well to our
outreach, and to the efforts of the Flagler leasing team.
LICENSE AGREEMENT
The Florida Atlantic University Board of Trustees (hereinafter referred to as the University) herebygrants a non-exclusive, non-transferrable license to the Florida Atlantic Research and DevelopmentAuthority (hereinafter referred to as the Licensee) for the use of the official trademark and logo-mark (hereinafter referred to as the Mark) owned by the University. The specific use licensedhereunder is that rendition of the Mark attached to this License and incorporated by this reference.
Use of the Mark by the Licensee under this license shall be limited to application of the Mark in itsbusiness as the Florida Atlantic Research and Development Authority and includes the Mark's usein conjunction with the Research Park at Florida Atlantic University.
For any other use than as rendered in the attachment, the Licensee will submit samples of such newuse to University for approval. Approval shall be based on quality of workmanship and accuracy ofthe Mark as reproduced by the Licensee. The Licensee agrees that it will apply the Mark toproducts in such a way as to preserve the integrity, character and dignity of the University.
Licensee agrees that nothing in this Agreement shall give Licensee any right, title, or interest in anyMark and that Licensee's use of the Mark is limited to that allowed under this License or as otherwritten agreement allows.
Licensing Fee
The Licensee shall not pay any licensing fee
Liabilities
The Licensee agrees to hold University harmless from any and all liability, of whatever nature ordescription, arising out of or relating in any manner to the Licensee's use of the Mark as providedfor in this agreement.
Approval by the University of the Licensee's sample(s) shall not be deemed an endorsement by theUniversity of the usefulness or safety of any product to which the Marks are applied by theCompany, nor shall approval be deemed in any manner a guarantee or warranty of any nature withrespect to any product to which the Marks are applied by the Company. The Licensee agrees that itwill not make any representations to the contrary.
Term
This agreement shall take effect upon acceptance by both the University and the Licensee and shallcontinue in effect until terminated under the provisions of this agreement.
Termination
1
This agreement may be terminated on any annual anniversary date by either party provided thatnotice to do so is mailed to the other party at least ten (10) days prior to such anniversary date.
This agreement may be terminated at any time by either party in the event that the other party failsto comply with the provisions of this agreement.
Governing Law
This License Agreement shall be governed by and construed under the laws of the State of Florida.In the event of litigation, venue shall be in Palm Beach County, Florida.
Entire Agreement
This License Agreement constitutes the entire understanding of the Parties with respect to the Mark.Any amendment of this Agreement must be in writing and signed by both Parties.
Notice
Any notice to either Party must be in writing and signed by the Party giving the notice. Writtennotice shall be served in person or through the United States Mail, postage prepaid, registered orcertified, return receipt requested to the following person and address:
ToFAU: To Florida Atlantic Research and DevelopmentAuthority:
FAU Florida Atlantic Research Authority andDevelopment Authority3701 FAU Boulevard, Suite 210Boca Raton, Florida 33431Attn: Andrew Duffell, President
FLORIDA ATLANTIC UNIVERSITY FLORIDA ATLANTIC RESEARCH ANDDEVELOPMENT AUTHORITY
By: _
Title Title
Date Date
~
APPROVED AS TO FORMAND LEGALITY
/I '4;r General CounselFlorida Atlantic University
2
FIRSTAMENDMENT TO LICENSEAGREEMENT
BETWEEN
THE FLORIDA ATLANTIC UNIVERSITY BOARD OF TRUSTEES
AND
THE FLORIDAATLANTIC RESEARCHAND DEVELOPMENT AUTHORITY
WHEREAS, the Florida Atlantic University Board of Trustees ("FAUIJ) and the Florida Atlantic
Research and Development Authority (IiAuthority") entered into a license agreement wherein
FAU allowed the Authority use FAU's trademarked logo; and
WHEREAS, FAU and Authority wish to amend the License Agreement by adding the below
section and language.
NOW, THEREFORE,FAU and the Authority, desiring to be bound hereby, and for good and valid
consideration, the adequacy of which both parties recognize, agree as follows:
1. The following section shall be added to the License Agreement as if fully set forth therein:
"Sublicensing
Licensee will be allowed to sublicense the use ofthe attached FAU logo on a case by case
basis subject to approval by FAU. For each instance of a requested sublicense, Licensee will
make a written request to FAU, addressed to the Office of General Counsel, 777 GladesRoad, Boca Raton, FL33431. The written request will identify the sub-licensee and describe
the anticipated use of the logo under the sublicense. FAU agrees it will not unreasonably
withhold its approval for any such sublicense.
FLORIDA ATLANTIC UNIVERSITY FLORIDA ATLANTIC RESEARCHAND
DEVELOPMENT AUTHORITY
By:---hf<:.~,*'\:A----_ By: _
Title: _
Date :--'-I'-t--''-=-f-Ll-------- Date: _
\A~ asfoPoma.~ ~- and LegalityIf/f! (}eneral Counsel
Ptorida Atlantic University
TRADEMARK SUBLICENSE AGREEMENT
THIS TRADEMARK SUBLICENSE AGREEMENT (“Agreement”) is made effective as
of December ___, 2011 (the “Effective Date”), by and between Deerfield R&D Project 1, LLC,