Florida Atlantic Research and Development Authority Board of Directors Meeting FAU Research Park Boulevard, Deerfield Beach, FL 33442

Transcription

1 Florida Atlantic Research and Development Authority Board of Directors Meeting 1501 FAU Research Park Boulevard, Deerfield Beach, FL April 11, 2012 at 8 AM AGENDA I. Call to order - Chair Maier II. Roll call Mr. Duffell III. Additions, deletions, substitutions to the agenda IV. Review of the minutes of the February 8, 2012 meeting Chair Maier V. Chair s report Chair Maier VI. Treasurer s report Treasurer Parks i. Presentation of the audit S. Davis & Assoc. VII. HR Committee update Chair Maier VIII. Resolution Resolution of the Florida Atlantic Research and Development Authority approving the termination of a certain common area sublease dated as of February 20, 2007, between the Florida Atlantic Research and Development Authority and the Phase II Florida Atlantic University Research and Development Park Maintenance Association, Inc.; approving a sublease between the Florida Atlantic Research and Development Authority and the Boca Raton Airport Authority; approving a post-closing agreement among Boca R&D Finance 16 Parcel 6, LLC, Boca Raton Airport Authority and Florida Atlantic Research and Development Authority; approving a non-disturbance, recognition and direct leasing agreement; consenting to a stormwater management and license agreement; consenting to an access easement agreement; consenting to a sign and utility easement; approving a site plan modification; approving the execution and delivery of a title affidavit and customary closing documents; providing for severability; and providing for an effective date. IX. Resolution Resolution of the Board of the Florida Atlantic Research and Development Authority approving the agreement with Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. to serve as general counsel for Page 1 of 2

2 the Authority; authorizing the chairperson of the Board to execute the agreement on behalf of the Authority; and providing for an effective date. X. General Counsel s report Mr. Morales XI. President s report Mr. Duffell XII. Developer s report Mr. Livingston i. Presentation of proposed new Master Plan no action required XIII. Old business XIV. New business i. Potential expansion to Jupiter, Letter of Intent Mr. Duffell XV. Adjourn Page 2 of 2

3 Members: Mr. Michael Daszkal, Chair, arrived 8:10 am Ms. Lonnie Maier, Vice Chair Dr. Bob Parks, arrived 8:10 am Mr. Bruce C. Rosetto Dr. Barry T. Rosson Mr. Bob Swindell, Treasurer Ms. Roxanna Trinka Staff: Mr. Andrew Duffell, President & CEO Mr. Jeffrey Siniawsky, General Counsel Florida Atlantic Research & Development Authority Board of Directors Meeting February 08, 2011 at 8 am 1501 FAU Research Park Boulevard, Deerfield Beach, FL Also Present: John Herin Stearns Weaver, Jimmy Morales Stearns Weaver, John Fox-Snider Stearns Waver, Stan Bronson Ambit, Tanya Davis S. Davis & Assoc., Sharon Davis-Saturne S. Davis & Assoc., Thomas Baird Jones Foster, Carlos Berrocal Jones Foster, Matthew Thompson Broad and Cassel, Nina Gordon Broad and Cassel, James Wheeler Broad and Cassel, Anthony Fisher Hold Thyssen, Dana Chase Hold Thyssen, Albert Livingston HDG Mansur, Christine Cannon EDC, Keven Klopp City of Deerfield Beach The meeting was called to order by Vice Chair Maier at 8:00 AM. Motion to reorder the agenda made by Dr. Rosson, seconded by Mr. Rosetto and approved unanimously, allowing the audit report to be moved to item V. of the agenda. Minutes Approval: Motion to approve the minutes of the December 14th, 2011 meeting offered by Mr. Swindell, seconded by Ms. Trinka, approved unanimously. Ms. Maier announced the presentation on the FARDA funded research from Dr. Davis from Rose Pearl LLC at Harbor Branch, which is a research institute of Florida Atlantic University since Dr. Davis explained how the pearl is made and how pearls are cultured. The queen conch pearls are growing more expensive. This is due to the diminishing population from over-cultivation. It is rare to find a queen conch in the wild anymore. The population is slowly starting to grow since the ban of fishing for them in There has been a tremendous amount of advancement since the development of cultivation farms, which has helped the stabilization of the queen conch species. In 2006, they hired a postdoctoral investigator by the name of Hector Acosta-Salmon, who is an expert on pearls. With both of their expertise, they were able to successfully create a batch of 200 pearls. They wanted to get a patent but wanted FAU s approval. FAU agreed it was worth a patent, so they have formed a license around this technology. Retention is 60% with the queen conch; 80% with the manta. They asked for help from the GAPP fund for their three appraisals of the 200 pearls. This was to help write the business plan. The Geological Institute of America was called in to write a geological analysis of the pearls. After all was accomplished, the College of Business produced a Business Plan, along with the help from Angel Investors. Once an Investor was established, Rose Pearl LLC was formed. They now do commercial work through SERCAG. The patents have now been filed in a few countries. Treasurer s Report: Mr. Swindell stated that the financial statements from December and January are in order. Revenue is above expectations and expenses are on target. Cash is down about $70,000 which is about 20% from October to December Mr. Duffell added this is a result for paying one of the installments of the contributions we ve paid to FAU; for the Business Plan Competition and two months paid rent. Motion to accept Financial Report by Ms. Maier, seconded by Ms. Trinka. Approved unanimously. Chair s Report: Page 1 of 3

4 Mr. Daszkal stated that there are four items he is going to go over. The ongoing negotiations with the BRAA are still underway. The sublease has been reviewed and will be returned to the BRAA for a second round. Mr. Duffell added the term of the sublease will run from the effective date through 2073, which is when the BRAA lease with the State expires. They will be paying $21,000 annually for the property. With Mr. Siniawsky s help, they are making sure that none of the Authority s duties and powers are impacted adversely and nothing will go to closing until the storm water can be handled through the BRAA s storm water facilities. Applications need to be made to the South Florida Water Management District for permits. The agreement to procure sublease agreement was extended until March 6 th. HDG Mansur agreed to being the formal possession of the new Incubator space will be on March 1 st. The new space is progressing well. There were unforeseen costs associated with the move, such as AC ducts and electrical outlets that were not to code that needed to be fixed. The shortfall will be soon accommodated by the increased rent received in the new space. Mr. Duffell hosted the first Quarterly Inaugural Breakfast Meeting at FAU for the Research Park tenants to get better connections between FAU staff and faculty. Five Park tenants attended, along with Dr. Saunders, Dr. Bhattacharya, Dr. Rosson, Mr. Daszkal, Mr. Duffell, Mr. Livingston, Ms. Koch, and Mr. Rosetto. The companies present were ATG, BRAA, Modernizing Medicine, and Curtis-Wright. Each company gave a presentation on why they were at the Research Park with the associated benefits. Mr. Daszkal stated that it created a lot of good will between the President and FAU. The Research Park is the primary sponsor of the FAU Business Plan Competition with a contribution of $25,000. The money will be used mostly for prize money. Mr. Daszkal thanked everyone on the Board for the opportunity to serve as Chair of FARDA for two years. Mr. Daszkal also thanked Mr. Siniawsky for his good guidance and counsel over the years. Auditor s Report: Ms. Davis passed out the draft Audit Report to the Board. All of this is in draft form until the financials are approved. She explained the draft and certain changes made from the previous year due to the change in auditors. Ms. Davis recommends the minutes should now be signed and dated to show that they are approved minutes. A policies and procedures manual should be created. Revisions will be made and signed for approval after certain major plans are outlined. Mr. Daszkal asked that categories be created in the budget and financial statements to reflect Administration, Program Expenses and Occupancy. The revised report will be presented at the next meeting. Elections for Chair, Vice Chair, and Treasurer: Motion by Mr. Swindell to nominate Ms. Maier as Chair, seconded by Dr. Parks approved unanimously. Motion by Dr. Rosson to nominate Mr. Daszkal as Vice Chair, seconded by Mr. Rosetto approved unanimously. Motion by Mr. Swindell to nominate Dr. Parks as Treasurer, seconded by Ms. Trinka approved unanimously. Mr. Daszkal passed the gavel to Ms. Maier. Ms. Maier presented a plaque to Ms. Daszkal for his years serving as Chair of the Board. HR Committee Report: When the HR Committee met about a month ago, the performance expectations of the CEO were discussed. Feedback will be given two times a year using the template that was made. Ms. Maier requested for the feedback forms to be sent to her when completed. Once the information is compiled, Ms. Cannon-Burres will be sending it out to each member; responses will be sent back to her. General Counsel s Report: No report. President s Report: The written President s Report is incorporated into the minutes. Additional items were discussed during the Chair s Report. Developer/Broker Report: Mr. Livingston stated that there has been a lot of activity in Boca Raton. Sandow Media has expanded by 14,000 sq. ft. FAU s Simulation exercised its one year option to extend its term in the Research Park for the simulation facility. Two leases are out for signature that total for a little over 20,000 sq. ft. People who are interested in leasing space are a dermatologist/plastic surgeon and another physical therapy group. An undisclosed medical technology group that is Page 2 of 3

5 represented by the BDB is looking for 12,000 to 20,000 sq. ft. This will be a major research facility with wet labs. There are two LOI (Letters of Intent) out for parcels of land; one being 1.5 acres and the other for 8.5 acres. The Board will be informed if either progresses. HDG and FARDA continue to work with the BRAA for land swap transaction, which is going slower than expected. In Deerfield Beach, a tenant will be touring the building this afternoon that is looking to take the full building. They ve been talking with two medical groups about having a built-to-suit on parcel 4. As infrastructure is concerned, FAU has finished its road widening project. Discussions are going to be held in Deerfield Beach to obtain a grant to upgrade FAU Research Park Blvd. from 10 th St to 48 th St. Old Business: No Old Business New Business: Ms. Maier stated that the RFP for legal services have been narrowed down to three firms, which include Stearns Weaver, Broad and Cassel, and Jones Foster. After each presented their case, the Board discussed each company and a decision was made to begin negotiations with Stearns Weaver. Motion by Mr. Rosetto, seconded by Vice Chair Daszkal to authorize Mr. Duffell to negotiate terms with Stearns Weaver Miller for legal services. If negotiations break down, authorizing Mr. Duffell to enter negotiations with Broad & Cassel. Approved unanimously. Motion to adjourn by Mr. Rosetto, seconded by Ms. Trinka approved unanimously. Meeting adjourned at am. Page 3 of 3

6 MEMORANDUM DATE: February 1, 2012 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 The period between the last meeting of the board of directors and today was relatively quiet in terms of outreach because of the holidays and beginning of the year. However, significant work is being done to position the Research Park as an ideal resource and location for technology companies will be a busy year of resource development as the new Technology Business Incubator becomes active, and new tenants move in and become active. Outreach Presented the Research Park at Florida Atlantic University, its accomplishments and plans, to the Exchange Club of Pompano Beach, with emphasis on Deerfield Beach. Participated in presentations and showings with Flagler to prospective tenants. Announced that the Research Park will be the presenting sponsor of the 2012 FAU Business Plan Competition. Began coordination with the Business Development Board about inclusion in its Familiarization Tour for site consultants in March The Research Park supported MedUTech, and the 40-page special section spotlighting our area was inserted into 10 other Business Journals nationally, with more than 1 million readers learning about the innovation, collaboration and growth which our community is a part of. The markets are: Atlanta, Boston, Buffalo, Cincinnati, Dallas, Denver, Minneapolis/St Paul, Philadelphia, Raleigh, and Washington DC. In conjunction with this, the South Florida Business Journal has a dedicated microsite on the main website with the full section available to read and download). Link to the microsite:

7 Distributed the Report to the Community to all city commissioners/council members in Boca Raton, Deerfield Beach, county commissioners in Broward and Palm Beach counties, and the South Florida state legislative delegation, as well as senior staff, trustees and deans at FAU. Resource development Chaired the Boca Raton Chamber of Commerce s Economic Development Committee and began the process of evaluating a tax increment district at the Research Park as a core initiative. Hosted the inaugural Research Park Quarterly breakfast at the Faculty & Staff Club at FAU. 6 tenants were represented, along with HDG and members of faculty. The President of FAU attended as a guest and spoke about the importance of the Research Park to the University s mission. Continued collaboration with FAU s Engineering Honors program to develop a Student Innovation Lab, and held discussions with a large private company interested in engaging students in a project. Operational Met with the new Chairman of TRAC, Dr. Bhattacharya, to discuss closer coordination between faculty and tenants. Hosted the January TRAC meeting at Pace in order for faculty to experience the Research Park more personally. TRAC decided to try and bring faculty members to the Research Park to get more familiar with the tenants and their operations. Attended a meeting of the Phase II Maintenance Association to finalize the give-back of the Association s sub-lease with FARDA. Discussions are going with the BRAA about its interest in entering into a sub-lease with FARDA on a piece of land adjacent to the airfield. President and CEO was nominated to be the treasurer of the Florida Network of Research Parks (FNRP) for Addressed Palm Beach County commission in support of the Economic Development Office s new website that illustrates the county s economic assets for outside users to analyze. Held discussions with Palm Beach County Administration in order to continue to align the activities of our two entities. Future Expansion Continued discussions with a separate entity about the possibility of FARDA becoming a partner on a project in Jupiter to accommodate technology companies.

8

9

10

11

12

13

14

15

16

17

18

19

20 RESOLUTION RESOLUTION OF THE FLORIDA ATLANTIC RESEARCH AND DEVELOPMENT AUTHORITY APPROVING THE TERMINATION OF A CERTAIN COMMON AREA SUBLEASE DATED AS OF FEBRUARY 20, 2007, BETWEEN THE FLORIDA ATLANTIC RESEARCH AND DEVELOPMENT AUTHORITY AND THE PHASE II FLORIDA ATLANTIC UNIVERSITY RESEARCH AND DEVELOPMENT PARK MAINTENANCE ASSOCIATION, INC.; APPROVING A SUBLEASE BETWEEN THE FLORIDA ATLANTIC RESEARCH AND DEVELOPMENT AUTHORITY AND THE BOCA RATON AIRPORT AUTHORITY; APPROVING A POST CLOSING AGREEMENT AMONG BOCA R&D FINANCE 16 PARCEL 6, LLC, BOCA RATON AIRPORT AUTHORITY, AND FLORIDA RESEARCH AND DEVELOPMENT AUTHORITY; APPROVING A NON-DISTURBANCE, RECOGNITION AND DIRECT LEASING AGREEMENT; CONSENTING TO A STORMWATER MANAGEMENT AND LICENSE AGREEMENT; CONSENTING TO AN ACCESS EASEMENT AGREEMENT; CONSENTING TO A SIGN AND UTILITY EASEMENT; APPROVING A SITE PLAN MODIFICATION; APPROVING THE EXECUTION AND DELIVERY OF A TITLE AFFIDAVIT AND CUSTOMARY CLOSING DOCUMENTS; PROVIDING FOR SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the Board of Trustees of the Internal Improvement Trust Fund of the State of Florida, and the Florida Atlantic Research and Development Authority (the Authority ) entered in to Lease #4334, dated July 18, 2001, recorded August 1, 2001 in Official Records Book at Page 25 of the Public Records of Palm Beach County, Florida (the Master Lease ), for use as a research and development park; and WHEREAS, the Authority, as the tenant pursuant to the Master Lease, and Florida Atlantic University, a member of the State University System, for and on behalf of the Board of Regents of the State of Florida, executed and delivered that certain Phase II Declaration of Covenants and Restrictions for Florida Atlantic University Research and Development Park, dated July 18, 2001, recorded January 2, 2002 in Official Records Book at Page 1226 of the Public Records of Palm Beach County, Florida (the Initial Declaration ); and WHEREAS, the Authority, as tenant under the Master Lease, and Boca/Research Park, Ltd., a Florida limited partnership, as Developer, executed and delivered (i) that certain Supplementary Declaration of Covenants and Restrictions for Florida Atlantic University Research and Development Park dated as of July 1, 2005, recorded October 18, 2005 in Official Records Book at Page 889 of the Public Records of Palm Beach County Florida, (ii) that certain Supplementary Declaration of Covenants and Restrictions for Florida Atlantic University Research and Development Park dated as of July 1, 2007, recorded July 31, 2007 in Official Records Book at Page 851 of the Public Records of Palm Beach County, Florida, (iii) that certain Corrective Supplementary Declaration of Covenants and Restrictions for Florida Atlantic University Research and Development Park dated as of July 1, 2007, recorded February 29, 2008 in Official Records Book at Page 865 of the Public Records of Palm Beach County, Florida (collectively, the Supplemental Declarations and together with the Initial Declaration, the Declaration ); and

21 WHEREAS, in order to permit the discharge of duties and obligations pursuant to the Declaration, the Phase II Florida Atlantic University Research and Development Park Maintenance Association, Inc. was created (the Association) and the Authority and the Association entered into that certain Common Area Sublease dated as of February 20, 2007 (the Common Area Sublease ) wherein the Authority, as the landlord, leased to the Association, as the tenant, a portion of the real property subject to the Declaration (such portion being referred to herein as the Common Area Sublease Premises ), as more particularly described in the Common Area Sublease and in that certain Memorandum of Lease by and between Landlord and Tenant, dated as of February 20, 2007, recorded February 29, 2008 in Official Records Book at Page 859 of the Public Records of Palm Beach County, Florida ( the Memorandum of Lease ); and WHEREAS, the City of Boca Raton, Florida and the Authority entered into an Amended and Restated Agreement made as of May 11, 2005 (the ILA ) which addressed the development of the land subject to the Master Lease, provided for the development of up to 180,000 square feet of research and development facilities on such land and contained a Plan of Development for such land; and WHEREAS, the Authority leased a portion of the land subject to the Master Lease to Boca/Research Park, Ltd., a Florida limited partnership ( BRP ) and BRP subleased that land to HRM V West, LLC, a Florida limited liability corporation ( HRM ); and WHEREAS, HRM transferred and assigned its rights under such sublease to Boca R&D Finance 16 Parcel 6, a Delaware limited liability corporation ( Finance 16 Parcel 6 ); and WHEREAS, Finance 16 Parcel 6 and Boca Raton Airport Authority, a public body created by , Laws of Florida as the governing body for the Boca Raton Airport ( BRAA ) entered into an Agreement to Procure Sublease effective as of December 6, 2011 ( Procurement Agreement ); and WHEREAS, the Procurement Agreement provides for the transfer of the right to develop 10,500 square feet of the 180,000 square feet of research and development facilities permitted by the ILA subject to BRAA entering into a lease with the Authority for a portion of the Common Area Sublease Premises; and WHEREAS, the Authority and the Boca Raton Airport Authority, an independent special district existing pursuant to , Laws of Florida ( BRAA ) desire to enter into a sublease for a portion of Common Area Sublease Premises, contingent upon termination of the Common Area Sublease (the BRAA Sublease ); and WHEREAS, in order for the Authority and BRAA to enter into the BRAA sublease, it is necessary to terminate the Common Area Sublease; and WHERAS, at the closing of the transaction contemplated by the Procurement Agreement, ( Closing ), Finance 16 Parcel 6, BRAA and the Authority intend to enter into a Post Closing Agreement to address those matters and obligations necessary to give full force and effect to the Procurement Agreement and the agreements and obligations contained therein; and

22 WHEREAS, BRAA has requested that the Authority enter into a Non-Disturbance, Recognition and Direct Leasing Agreement; and WHEREAS, BRAA s development of the land subject to the BRAA Sublease will cause a change in the Plan of Development attached to the ILA; and WHEREAS, in order to maintain the appropriate storm water management system relative to the land subject to the Master Lease, the Association, BRAA and Finance 16 Parcel 6 intend to enter a Stormwater Management and License Agreement; and WHEREAS, in order for BRAA to develop the land subject to the BRAA Sublease, it is necessary for Finance 16 Parcel 6 to grant to BRAA certain access and sign easements over, under or through the land subject to the Master Lease. NOW, THEREFORE, BE IT RESOLVED by the Board of the Florida Atlantic Research and Development Authority that 1. Each and every Whereas clause set forth above is a true and correct recital and representation and is incorporated herein as if set forth fully. 2. The Termination of Common Area Sublease is hereby approved in substantially the form attached hereto and made a part hereof as Exhibit A. 3. The BRAA Sublease is hereby approved in substantially the form attached hereto and made a part hereof as Exhibit B. 4. The Post Closing Agreement is hereby approved in substantially the form attached hereto and made a part hereof as Exhibit C. 5. The Non-Disturbance, Recognition and Direct Leasing Agreement is hereby approved in substantially the form attached hereto and made a part hereof as Exhibit D. 6. The Chair, or the Vice Chair in the absence of the Chair, is hereby authorized to execute and deliver at Closing the Termination of Common Area Sublease, the BRAA Sublease, the Post Closing Agreement and the Non-Disturbance, Recognition and Direct Leasing Agreement after approval of those instruments as to form and legality by the Authority s Legal Counsel. 7. Consent is hereby granted for the Association, BRAA and Finance 16 Parcel 6 to enter into the Stormwater Management and License Agreement in substantially the form as attached hereto and made a part hereof as Exhibit E. 8. Consent is hereby given to the grant by Finance 16 Parcel 6 of an access easement to BRAA in substantially the form attached hereto and made a part hereof as Exhibit F. 9. Consent is hereby given to the grant of a sign and utility easement by Finance 16 Parcel 6 to BRAA in substantially the form attached hereto and made a part hereof as Exhibit G.

23 10. The modification of the Plan of Development attached to the ILA is hereby approved in substantially the form attached hereto and made a part hereof as Exhibit H. 11. The Chair, or the Vice Chair in the absence of the Chair, is hereby authorized to execute and deliver at Closing the Title Affidavit in substantially the form attached hereto and made a part hereof as Exhibit I, together with such other and customary closing documents as may be approved by Authority s Legal Counsel. 12. Severability. If any section, part of a section, paragraph, sentence, clause, phrase or word of this Resolution is for any reason held or declared to be unconstitutional, inoperative, or void, such holding of invalidity shall not affect the remaining portions of this Resolution and shall be construed to have been the legislative intent to pass this Resolution without such unconstitutional, invalid or inoperative part herein, and the remainder of this Resolution after the exclusion of such part or parts shall be deemed to be held valid as if such part or parts had not been included herein, or if this Resolution or any of the provisions hereof shall be held inapplicable to any person, group of persons, property, kind of property, circumstances or set of circumstances, such holdings shall not affect the applicability thereof to any other person, property or circumstances. 13. Effective Date. This Resolution shall become effective upon its adoption. The validity and effectiveness of this Resolution as it applies to approval and authorization to execute and deliver documents is contingent upon Closing taking place. In the event Closing does not occur by August 1, 2012, this Resolution shall be null and void and of no further force or effect. ADOPTED THIS 11 TH DAY OF APRIL, 2012 LONNIE MAIER, CHAIR

24 RESOLUTION RESOLUTION OF THE BOARD OF THE FLORIDA ATLANTIC RESEARCH AND DEVELOPMENT AUTHORITY APPROVING THE AGREEMENT WITH STEARNS WEAVER MILLER WEISSLER ALHADEFF & SITTERSON, P.A. TO SERVE AS GENERAL COUNSEL FOR THE AUTHORITY; AUTHORIZING THE CHAIRPERSON OF THE BOARD TO EXECUTE THE AGREEMENT ON BEHALF OF THE AUTHORITY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the Florida Atlantic Research and Development Authority (the Authority ) issued a Request for Proposals for Legal Services on December 19, 2011; WHEREAS, the Board of the Authority reviewed the various proposals submitted and interviewed a short list of three law firms for the general counsel position; WHEREAS, the Board selected the law firm of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. (the Firm ) at the end of the interview process and directed the President and CEO of the Authority to negotiate an agreement with the Firm; and WHEREAS, the Agreement attached hereto as Exhibit A and made a part hereof has been agreed to by the Firm and is acceptable to the Board, NOW THEREFORE BE IT RESOLVED BY THE BOARD OF THE FLORIDA ATLANTIC RESEARCH AND DEVELOPMENT AUTHORITY THAT: 1. Each and every whereas clause set forth above is a true and correct recital and representation and is incorporated herein as if set forth fully. 2. The Agreement with the law firm of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A., attached hereto as Exhibit A and made a part hereof, is hereby approved and the Firm shall serve as General Counsel to the Authority. The Chairperson of the Board is hereby authorized to execute the Agreement on behalf of the Authority. 3. This Resolution shall be effective upon its adoption. ADOPTED THIS 11 th DAY OF APRIL, BY: LONNIE H. MAIER, CHAIR # v1

25 AGREEMENT Between FLORIDA ATLANTIC RESEARCH AND DEVELOPMENT AUTHORIW And STEARNS WEAVER MILLER WEISSLER ALHADEFF & SITTERSON, P.A. For Legal Services

26 AGREEMENT Between FLORI DA ATLANTIC RESEARCH AN D DEVELO PM E NT AUTHO RITY And Stearns Weaver Miller Weissler Alhadeff & Sitterson, p.a. For LegalServices This is an Agreement, made and entered into this day of between:, ZO Z (the "Effective Date,,) by and FLORIDA ATLANTIC RESEARCH AND DEVELOPMENT AUTHORITY, hereinafter referred to as "FARDA,,, AND Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.4., hereinafter referred to as 'GENERAL COUNSEL". ln conslderation of the mutualterms, conditions, promises, covenants, and payments hereinafter set forth, FARDA and GENERAL COUNSEL agree as follows: ARTICLE 1 DEFI NITIONS AN D IDENTI FICATIONS For purposes of this Agreement, reference to one gender shall include the other, use of the plural shall include the singular, and use of the singular shall include the plural. The following defínitions apply unless the context in which the word of phrase is used requires a different defínition: 1.1 Agreement - means this document, Art cles 1 through 8, inclusive. Other terms and conditions are included in the exhibits and documents that are expressly incorporated by reference. 1.2 Board- The Board of the Florida Atlantic Research and Development Authority. 1.3 Contract Administrator- For services performed on behalf of the Florida Atlantic Research and Development Authority (FARDA), the President of FARDA, or designee of such president of FARDA. The primary responsibilities of the Contract Administrator are to coordinate and communicate with GENERAL COUNSEL and to manage and superuise execution and completion of the Scope of Services and the terms and conditions of this Agreement as set forth herein. ln the administration of this Agreement, as contrasted with matters of policy, all parties may rely on the instructions or determinations made by the Contract Administrator, provided, however, that such instructions and determinations do not materially change the Scope of Services. 1.3 Project- The Project consists of the services described in Article 2.

27 ARTICLE 2 SCOPE OF SERVICES 2'1 GENERAL COUNSEL shall perform all work identified in this Agreement and Exhibit "A", "Scope of Services", attached hereto and made a part hereof. FARDA shall receive allof the services described in Exhibit " A" for a sum as described ín Article 4.1. The partíes agree that the scope of services is a description of GENERAL COUNSEL's obligations and responsibilities and is deemed to include preliminary consíderations and prerequisites, and all labor, materials, equipment, and tasks which are such an inseparable part of the work described that exclusion would render performance by GENERAL COUNSEL impractical, illogical, or unconscionable. 2.2 GENERAL COUNSEL, agrees to provide FARDA with an audit in accordance with Section 8.2 hereof, conducted, prepared and submitted in strict accordance with all requirements of Florida and other applicable law. The services to be provided by GENERAL COUNSEL are set forth in Exhibit "A". 2.3 GENERAL COUNSEL agrees to make no commitment of FARDA's monies without FARDA's prior written consent. 2.4 GENERAL COUNSEL acknowledges and agrees the Contract Administrator has no authority to make changes that would increase, decrease, or otherw se modiñ7 the Scope of Services to be provided under this Agreement. ARTICLE 3 TERM AND TIME OF PERFORMANCE 3.L The term of th s Agreement shall begin on March L, 2072, and shall end on February ZB,2O1S, provided, however, if the term of this Agreement extends beyond a single fiscal year of FARDA, the continuation of this Agreement beyond the end of any fiscal year shall be subject to both the appropriation and the availability of funds in accordance with Chapter 129, Florida Statutes. 3.2 FARDA shall have the option to extend this Agreement for two (2) additional one (1) year periods. Wrítten notice of extensions shall be provided to GENERAL COUNSEL and may be issued by Contract Administrator after approval of the Board. ARTICLE 4 COMPENSATION 4.1. FARDA agrees to pay GENERAL COUNSEL as compensation for performance of all services required by this Agreement, Exhibit "A", "Scope of Services", a monthly sum in the amount of $2,000 (two thousand US dollars). 4.2 METHOD OF BILLING AND PAYMENT GENERAL COUNSEL may submit invoices for compensation on a monthly basis. lnvoices shall designate the nature of the services performed and/or the expenses incurred.

28 4.2.2 FARDA shall pay GENERAL COUNSEL within thirty (30) calendar days of receipt of GENERAL COUNSEL s proper invoice. To be deemed proper, all invoices must comply with the requirements set forth in this Agreement and Exhibit B attached hereto and made a part hereof, and must be submitted on the form and pursuant to instructions reasonably prescribed by the Contract Administrator. Payment may be withheld for failure of GENERAL COUNSEL to comply with a term, condition, or requirement of this Agreement. 4.3 Payment shall be made to GENERAL COUNSEL at: Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. Attn: Jimmy Morales, Shareholder Museum Tower 150 West Flagler Street Suite 2200 Miami, FL ARTICLE 5 INDEMNIFICATION GENERAL COUNSEL shall at all times hereafter indemnify, hold harmless and, at the option of the Board, defend or pay for an attorney selected by the Board to defend FARDA, its officers, agents, servants, and employees from and against any and all causes of action, demands, claims, losses liabilities and expenditures of any kind, including attorney fees, court costs, and expenses, caused by or alleged to be caused by intentional or negligent act of, or omission of GENERAL COUNSEL, its employees, agents, servants, or officers, or accruing, resulting from, or related to the subject matter of this Agreement including, without limitation, any and all claims, losses, liabilities, expenditures, demands or causes of action of any nature whatsoever resulting from injuries or damages sustained by any person or property; except to the extent that such cause of action, demand, claim, loss or liability arises from the gross negligence or intentional misconduct of FARDA, its officers, employees or agents. In the event any lawsuit or other proceeding is brought against FARDA by reason of any such claim, cause of action or demand, GENERAL COUNSEL shall, upon written notice from the Board, resist and defend such lawsuit or proceeding by counsel reasonably satisfactory to FARDA or, at the Board s option, pay for an attorney selected by the Board to defend FARDA. The provisions and obligations of this section shall survive the expiration or earlier termination of this Agreement. To the extent considered necessary by Contract Administrator and FARDA, any sums due GENERAL COUNSEL under this Agreement may be retained by FARDA until all of FARDA's claims for indemnification pursuant to this Agreement have been settled or otherwise resolved; and any amount withheld shall not be subject to payment of interest by FARDA. ARTICLE 6 INSURANCE 6.1 To ensure the indemnification obligation contained above, GENERAL COUNSEL shall, at a minimum, provide, pay for, and maintain in force at all times during the term of this Agreement (unless otherwise provided), the insurance coverages set forth in sections 6.3, 6.4,.6.5 and 6.6, in accordance with the terms and conditions required by this Article.

29 6.2 Such policy or policies shall be without any deductible amount unless otherwise agreed to by FARDA in writing and shall be issued by approved companies authorized to do business in the state of Florida, and having agents upon whom service of process may be made in Broward or palm Beach Counties, Florida' GENERAL COUNSEL shall pay all deductible amounts, if any. GENERAL COUNSEL shall specifically protect FARDA and its Board by naming FARDA as additional insured under the Commercial Liability Policy as well as on any Excess Liability Policy coverage. The official title of the certificate holder is Florida Atlantic Research and Development Authority. This official title shall be used ín all insurance documentation. 6'3 Professional Liabilitv lnsurance. A Professíonal Liability lnsurance Policy shall be provided which shall contain minimum limits of Five Hundred Thousand Dollars (S50O,OOO) for each claim. Any deductible amount shall not exceed One Hundred Thousand Dollars (S1OO,OOO) for each occurrence. GENERAT COUNSEL shall notify FARDA in writing within th rty (30) days of any claim filed or made against its Professional tiability lnsurance policy. 6.4 Commercial Liabilitv lnsurance. A Commercial Liability lnsurance Policy shall be provided which shall contain minimum limits of One Million Dollars (S1,0OO,O0O) per occurrence combined single limit for bodily injury liability and property damage liability and shall contain minimum limits of Six Hundred Thousand Dollars (5600,000) per aggregate. coverage must be afforded on a form no more restrict ve than the latest edition of the Commercial Liability Policy, without restrictive endorsements, as filed by the lnsurance Services Offíce and must include: Premises and/ or operat ons. lndependent co ntractors. Products and/or Competed Operations for contracts. Broad Form Contractual Coverage applicable to this specific Agreement, including any hold harmless and/or indemnification agreement. Personal lnjury Coverage with Employee and Contractual Exclusions removed, with minimum limits of coverage equal to those required for Bodily lnjury Liability and property Damage Liability. 6.5 Business Automobile Líabilitv. Business Automobile Liabílity shall be provided with minimum limits of Three Hundred Thousand Dollars (53OO,OOO per occurrence, combined single limit for Bodily lnjury Liability and Property Damage Liability. Coverage must be afforded on a form no more restrictive than the latest edition of the Business Automobile Liability policy, without restrictive endorsements, as filed by the lnsurance Services Office, and must include: Owned Vehicle, if applicable. Hired and Non-Owned Vehícles, if applicable. Employers' Non-Ownership, if applicable. 6.6 Workers' Compensation lnsurance. Workers' Compensation lnsurance to apply for all employees in compliance with Chapter 44O, Florida Statutes, as may be amended from time to time, the,,workers,

30 Compensation Law" of the State of Florida, and all applicable federal laws. tn addition, the policy(ies) must include: Employers' Liability with a limit of one Hundred Thousand Dollars (S1oo,0oo)each accident. lf any operations are to be undertaken on or about navigable waters, coverage must be included for the U.S. Longshoremen & Harborworkers Act and Jones Act. 6'7 GENERAL COUNSEL shall furnish to FARDA's Contract Administrato/s Certificate of lnsurance or endorsements evidencing the insurance coverage specified by this Article within seven (7) calendar days after the date hereof. The required Certíficates of lnsurance shall name the types of policies provided, refer specifically to this Agreement, and state that such insurance is as required by this Agreements. The Certificate of lnsurance shall be in form similar to and conta n the ínformation set forth on the form, to be provided by FARDA. GENERAL COUNSEL's failure to provide to FARDA the Certificates of lnsurance or endorsements evidencing the ínsurance coverage within seven (7) calendar days shall provide the basis for the termination of the Agreement. 6.8 Coverage is not to cease and is to remain in force (subject to cancellation notice) until all performance required of GENERAL COUNSEL is completed. All policies must be endorsed to provide FARDA with at least thirty (30) days' notice of expiration, cancellation and/or restriction. lf any of the insurance coverages will expire prior to the completion of the work, copies of renewal policies shall be furnished at least thirty (30) days prior to the date of theír exp ration. 6.9 FARDA reserves the right to review and revise any insurance requirements at the time of renewal or amendment of th s Agreement, including, but not limited to, deductíbles, limits, coverage, and endorsements based on insurance market conditions affecting the availability or affordability of coverage, or changes in the scope of work or specifications that affect the applicability of coverage. ARTICLE 7 TERMINATION 7.1 This Agreement may be terminated for cause by the aggrieved party if the party in breach has not corrected the breach within ten (10) days after wr tten notice from the aggrieved party identiñ7ing the breach' This Agreement may also be terminated for convenience by the Board. Termination for convenience by the Board shall be effective on the termination date stated in written notice provide by FARDA, which termination date shall be not less than thirty (30) days after the date of such written not ce. This Agreement may also be terminated by FARDA President upon such notice as FARDA President deems appropriate under the circumstances in the event FARDA President determines that termination is necessary to protect the public health or safety. The parties agree that if FARDA erroneously, improperly or unjustifiably terminates for cause, such termination shall be deemed a termination for convenience, which shall be effective thirty (30) days after such notice of termination for cause is provided. 7.2This Agreement may be terminated for cause for reasons including, but not limited to, GENERAL COUNSEL's repeated (whether negligent or intentional) submission for payment of false or incorrect bills or invoices, failure to suitably perform the work; or failure to cont nuously perform the work in a manner calculated to meet or accomplish the objectives as set forth in this Agreement. This Agreement may also be terminated by the Board pursuant to the termination for convenience provisions herein.

31 W#-lYry.+:FTa'!- 7.3 Notice of termination shall be provided in accordance with the "NOTICES,, section of this Agreement except that notíce of termination by FARDA President, which FARDA president deems necessary to protect the public health, safety, or welfare may be verbal notice that shall be promptly confirmed in writing within three (3) business days in accordance with the "NOTICES', section of this Agreement. 7.4 ln the event th s Agreement is terminated for any reason, GENERAL counsel shall be paid for any services property performed under the Agreement through the termination date specified ín the wr tten notice of termination. GENERAL COUNSEL acknowledges and agrees that it has received good, valuable and sufficient consideration from FARDA, the receipt and adequacy of which are hereby acknowledged by GENERAL COUNSEL, for FARDA's right to terminate this Agreement for convenience. ARTICLE 8 MISCELLANEOUS 8.1 RIGHTS IN DOCUMENTS AND WORK Any and all reports, photographs, surveys, and other data and documents provided or created in connectíon with this Agreement are and shall remain the property of FARDA; and, if a copyright is claimed, GENERAL COUNSEL grants to FARDA a non-exclusive license to use the copyrighted item(s) indefinitely, to prepare derivative works, and to make and distribute copies to the public. ln the event of termination of this Agreement, any reports, photographs, surveys, and other data and documents prepared by GENERAL COUNSEL, whether finished or unfinished, shall become the property of FARDA and shall be delivered by GENERAL COUNSEL to Contact Administrator within seven (7) days of termination of this Agreement by either party. Any compensation due to GENERAL COUNSEL shall be withheld until all documents are received as provided herein. 8.2 AUDIT RIGHT AND RETENTION OF RECORDS FARDA shall have the right to audit the books, records, and accounts of GENERAL COUNSEL that are related to this Agreement and the scope of work provided hereunder. GENERAL counsel shall keep such books, records, and accounts as may be necessary in order to record complete and correct entries related to this Agreement and the Scope of Work provided hereunder. All books, records, and accounts of GENERAL COUNSEL shall be kept in wr tten form, or in a form capable of conversion into written form within a reasonable time, and upon request to do so, GENERAL COUNSEL shall make same available at no cost to FARDA in written form. GENERAL COUNSEL shall preserve and make available, at reasonable times for examination and audit by FARDA, all financial records, supporting documents, statist cal records, and any other documents pertinent to this Agreement for the required retention period of the Florida public Records Act, Chapter 119, Florida Statutes, as may be amended from time to time, if applicable, or, if the Florida Public Records Act is not applicable, for a minimum period of three (3) years after termination of this Agreement' lf any audit has been inítiated and audit findings have not been resolved at the end of the retention period of three (3) years, whichever is longer, the books, records, and accounts shall be retained until resolution of the auditfindings. lf the Florida Public RecordsAct is determined by FARDA to be applicable to GENERAL COUNSEL',s records, GENERAL COUNSEL shall comply with all requírements thereof; however, no confidentiality or non-disclosure requirement of eíther federal or state law shall be violated by GENERAL COUNSEL.

32 8.3 PUBLIC ENTITY CRIME ACT GENERAL COUNSEL represents that the execution of this Agreement will not violate the publíc Entity Crime Act, Section 287.L33, Florida Statutes, as may be amended from time to time, which essentially provides that a person or affiliate who is a contractor, consultant, or other provider and who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid on a contract to provide any goods or seruices to FARDA, may not submit a bid on a contract with FARDA for the construction or repair of a public building or public work, may not submit bids on leases of real property to FARDA, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with FARDA, and may not transact any business with FARDA in excess of the threshold amount provided ín Section zb7.ot7, Florida Statutes, as may be amended from time to time, for category two purchases for a period of 36 months from the date of being placed on the convicted vendor list. Violation of this section shall result in termination of this Agreement and recovery of all monies paid by FARDA pursuant to this Agreement, and may result in deba rment from FARDA's com petitive procurement activities. ln additíon to the foregoing, GENERAL COUNSEL further represents that there has been no determination, based on an audit, that it committed an act defined by Section 2g7.133, Florida Statutes, as a "public entíty crime" and that it has not been formally charged with committing an act defined as a "public ent ty crime" regardless of the amount of money involved or whether GENERAL COUNSEL has been placed on the convicted vendor list. 8.4 INDEPENDENT CONTRACTOR GENERAL COUNSEL is an independent contractor under this Agreement. Services provided by GENERAL COUNSEL pursuant to this Agreement shall be subject to the supervision of GENERAL COUNSEL. tn providing such services, neither GENERAL counsel nor its agents shall act as officers, employees, or agents of FARDA. No partnership, joint venture, or other joint relationship is created hereby. FARDA does not extend to GENERAL COUNSEL or GENERAL counsel's agents any authority of any kind to bind FARDA in any respect whatsoever. 8.5 THIRD PARW BENEFICIARIES Neither GENERAL COUNSEL nor FARDA intends to directly or substantially benefit a third party by this Agreement. Therefore, the parties agree that there are no third party beneficiaries to this Agreement and that no third party shall be entitled to assert a right or claim against either of them based upon this Agreement. 8.6 NOTICES Whenever eíther party desíres to give not ce to the other, such notice must be in writing, sent by certífied United States Mail, postage prepaid, return receipt requested, or sent by commercial express overnight carrier with acknowledgement of delivery, or by hand delivery with a request for a written receipt of acknowledgment of delivery, addressed to the party for whom t is intended at the place last specified' The place for giving notice shall remain the same as set forth herein until changed in writing in the manner provided in this section. For the present, the parties desígnate the following:

33 FOR FARDA: Florida Atlantic Research and Development Authority Andrew Duffell, President & CEO 3651 FAU Boulevard, Suite 400 Boca Raton, FL FOR GENERAL COUNSEL: Stearns Weaver Miller Weissler Alhadeff & Sitterson, p.a. jimmy Morales, Shareholder Museum Tower 150 West Flagler Street, Suite 2200 Miami, FL ASSIGNMENT AND PERFORMANCE Neither this Agreement nor any right or interest herein shall be assigned, transferred, or encumbered without the written consent of the other party. ln addition, GENERAL counsel shall not subcontract any portion of the work required by this Agreement without FARDA's prior written consent. GENERAL COUNSEL represents that each person who will render services pursuant to this Agreement is duly qualified to perform such services by all appropriate governmental authorities, where required, and that each such person is reasonably experienced and skilled in the area(s) for which he or she will render his or her services. GENERAL COUNSEL shall perform its duties, obligations, and services under this Agreement in a skillful and respectable manner. The quality of GENERAL COUNSEL's performance and all interim and final product(s) provided to or on behalf of FARDA shall be comparable to the best local and national standards. 8.8 DRUG-FREE WORKFORCE It is a requirement of FARDA that it enter into contracts only with firms that certify the establishment of a drug-free work place in accordance with section 287.o87, Florida statutes. Execution of this Agreement by GENERAL COUNSEL shall serve as GENERAL COUNSEL's required certification that it eíther has orthat it will establish a drug-free work place in accordance with Section287.Og7, Florida Statutes, as may be amended from time to time. 8.9 CONFLTCTS Neither GENERAL COUNSEL nor its employees shall have or hold any continuing or frequently recurring employment or contractual relationship that is substantially antagonistic or incompatible with GENERALCOUNSEL's loyaland conscientious exercise of judgment and care related to its performance under this Agreement. GENERAL COUNSEL further agrees that none of its offícers or employees shall, during the term of this Agreement, serve as an expert witness against FARDA in any legal or administrative proceeding in which he, she, or GENERAL COUNSEL is not a party, unless compelled by court process. Further, GENERAL COUNSEL agrees that such persons shall not give sworn testímony or issue a report or

34 wr ting, as an expression of his or her expert opinion, whích is adverse or prejudicial to the interests of FARDA ín connection wíth any such pending or threatened legal or administrative proceeding unless compelled by court process. The limitations of this section shall not preclude GENERAL counsel or any persons in any way from representing themselves, including giving expert testimony in support thereof, in any action or in any administrative or legal proceeding. ln the event GENERAL COUNSEL is permitted pursuant to this Agreement to utilize subcontractors to perform any services required by this Agreement, GENERAL COUNSEL agrees to require such subcontractors, by written contract, to comply with the provisions of this section to the same extent as GENERAL COUNSEL MATERIALITYAND WAIVER OF BREACH FARDA and GENERAL COUNSEL agree that each requirement, duty, and obligation set forth herein was bargained for at arm's length and is agreed to by the parties in exchange for quid pro quo, that each is substantial and important to the formation of this Agreement and that each is, therefore, a material term hereof. FARDA's or GENERAL COUNSEL'S failure to enforce any provision or modification of this Agreement shall not be deemed a waiver of such provision or modification of this Agreement. A waiver of any breach of a provision of this Agreement shall not be deemed a waiver of any subsequent breach and shall not be construed to be a modification of the terms of this Agreement COMPLIANCE WITH LAWS GENERAL COUNSEL shall comply with all applicable federal, state, and local laws, codes, ordinances, rules, and regulations in performing its duties, responsibilities, and obligations pursuant to this Agreement SEVERANCE ln the event a portion of this Agreement is found by a court of competent jurisdiction to be invalid, the remaining provisions shall continue to be effective unless FARDA or GENERAL COUNSEL elects to terminate this Agreement. An election to term nate this Agreement based upon this provision shall be made within seven (7) days after the finding by the court becomes final JOINT PREPARATION Each party and its counsel have participated fully in the review and revision of this Agreement and acknowledge that the preparation this Agreement has been theír joint effort. The language agreed to expresses their mutual intent and the resulting document shall not, solely as a matter of judicial construct on, be construed more severely against one of the parties than the other. The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against any party PRIORITY OF PROVISIONS lf there is a conflict or inconsistency between any term, statement, requirement, or provision of any exhibit attached hereto, any document or events referred to herein, or any document incorporated into this Agreement by reference and a term, statement, requirement, or provision of Articles 1 through 8 of this Agreement, the term, statement, requirement or provision contained in Articles 1

35 through 8 shall prevail and be given effect, except for a Modification (as defined in Section 8.16 below) which shallgovern 8.15 JURISDICTION, VENUE, WAIVER OF JURY TRIAL ThisAgreementshallbe interpreted and construed in accordance with and governed bythe lawsof the State of Florida. All parties agree and accept that jurisdiction of any controversíes or legal problems arising out of this Agreement, and any action involving the enforcement or interpretation of any rights hereunder, shall be exclusively n the state courts shall be exclusively in the state courts located ín palm Beach County, Florida, and venue for lítigation arising out of this Agreement shall be exclusively in such state courts, forsaking any other jurisdiction which either party may claim by virtue of its residency or other jurisdictional device. BY ENTERING INTO THts AGREEMÊNT, GENERAL COUNSET AND FARDA HEREBY EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAT BY JURY OF ANY CIVIL TITIGATION RELATED TO THIS AGREEMENT AMENDMENTS No modification, amendment, or alteration in the terms or conditions contained herein shall be effective unless contained in a written document prepared with the same or similar formality as this Agreement and executed by the Board and GENERAL COUNSEL or others delegated authority to or otherwise authorized to execute same on their behalf (a "Modification") PRIOR AGREEMENTS This Agreement represents the final and complete understanding of the parties and incorporates or supersedes all prior negotiations, correspondence, conversations, agreements, and understandings applicable to the matters contained herein. The parties agree that there is no commitment, agreement, or understanding concerning the subject matter of this Agreement that is not contained in this written document. Accordingly, the parties agree that no deviation from the terms hereof shall be predicated upon any prior representation or agreement, whether oral or wr tten PAYABLE INTEREST No Pavment of lnterest. FARDA shall not be liable for interest for any reason, whether as prejudgment interest or for any other purpose, and in furtherance thereof GENERAL COUNSEL waives, rejects, disclaims and surrenders any and all entitlement it has or may have to receive interest in connectíon with a dispute or claim based on or related to this Agreement Rate of lnterest. ln any instance where the prohibition or limitations of Section are determined to be invalid or unenforceable, the annual rate of interest payable by FARDA under this Agreement, whether as prejudgment interest or for any other purpose, shall be.025 percent simple interest (uncom pounded) INCORPORATION BY REFERENCE The truth and accuracy of each "Whereas" clause set forth above is acknowledged by the parties. The attached Exhibits " A" and "8" are incorporated into and made a part of this Agreement.

36 8.20 REPRESENTATION OF AUTHORIW Each individual executing this Agreement on behalf of a party hereto hereby represents and warrants that he or she is, on the date he or she signs this Agreement, duly authorized by all necessary and appropriate action to execute this Agreement on behalf of such party and does so with full legal authoríty MULTIPLE ORIGINALS Mult ple copies of this Agreement may be executed by all parties, each of which bearing original signatures, shall have the force and effect of an original document.

37 ln WITNESS WHEREOF, the parties have executed this Amendment as of the Effective Date written above. WITNESSES: FLORIDA ATLANTIC RESEARCH AND DEVELOPMENT AUTHORtTy, a public body corporate and public By: Printed Name: Title: Date: 20L2 I HEREBY CERTIFY, that on this day personally appeared before me, an officer duly authorized to administer oaths and take acknowledgments, personally known by me, or who has produced,as identification, and who executed the foregoing instrument for the purposes expressed therein, and acknowledged before me that s/he executed the same on behalf of ln WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal in the above stated State and Count this _day of, ZO,AD. My Commission Expires Notary Public Signature (SEAL) Type, Print or Stamp Name

38 GENERAL COUNSEL By: Printed Morales Title: Date: February27,2OI2 I HEREBY CERTIFY, that on this day personally apqeared before me, an officer duly authorized to administer oaths and take acknowredsment'#r :ï,ffi:lit*#"iff;!i,'î1'?li;j,.'åt;::r",", therein, and ln WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal in the above stated State and County, this3l y of February, 2O!2, AD. ^ TT,ORIDA # F-F; ;li+iti:m;'-n.',0"1! Type, Print or Stamp Name

39 EXHIBIT "A" SCOPE OF SERVICES General Counsel will report to the Board of Directors, and will be responsible for the following duties: o General support of FARDA; o Attendance at all Authority Board Meetings (usually 6 in-person meet ngs each year with special meetings as needed); o Strategic business counseling; o Providing legal opinions and counsel upon request, and serving as a trusted advisor to the Board of Directors and president & CEO; r Conducting and commissioning research and analysis of specific legal questions and prepares memoranda, opinions and position papers upon reques o Keeping abreast of the Authority's legal context and advising and educating the directors and management team with regard to changes and trends that could affect their ability to advance their mission, including ethics commissions and ordinances in palm Beach and Broward counties and the state of Florida; r Drafting policies and amendments to the Authority by-laws and other corporate documents, at the request of the Authority Board of Directors, its committees, or the President & CEO; o Review and analysis of potential projects and proposals; o Risk management with respect to legal issues; o Bid and proposal preparation/contract negotiations; o Development and negotiation of intergovernmental agreements/inter-local agreements; o General Advice with respect to disputes and threatened litigation (actual litigation is not included); lntellectual property protection (filing and registration fees and out of pocket costs related thereto and lp litigation are not included); r Teamingarrangements; o Labor, employment and socioeconomic requirements (litigation and collective bargaining are not included); o Preparation of applications and negotiat ng agreements; o Preparing a written report for the Board of Directors' review at each meet ng relating to the activities undertaken in the preceding two months; Technical support and contract creation and review of all contracts, leases, agreements and legal notices related to Authority transactions and real estate matters, to include t me spent in preparation and negotiation of lease and other agreements between FARDA and other entities. Notwithstanding the foregoing, if FARDA, in its sole discretion determines that a lease was so complex that if the FARDA Board desires to provide additional compensation to SW the FARDA board may choose to do so and; o Legislative and policy support, including advice and assistance in exploring the potential of expanding FS Chapter 159 and other authorities of FARDA (lobbying and any expenses related thereto (e.g. travelto Tallahassee) are not included). It is understood that Stearns Weaver will undertake this scope of seruices assignment for a flat fee of 52,000 per month, irrespective of hours spent on FARDA busíness. Jimmy Morales will be the principal person attending the Authority Board meetings, and John Herin will fill in on those occasions when Jimmy Morales cannot attend. lf there is ever an occasion that neither

40 Jímmy Morales nor John Herin are available to attend, Stearns Weaver shall provide as much advance notice as possible to the President & ceo, and shall provide such alternative attorney as is acceptable to the President & CEO. Legal matters outside the scope of seruices will be billed at 5225 per hour, and any litigation will be billed at $300 per hour. All matters wilt be bílled in 10 minute increments. with respect to transactions outside the scope of services, Stearns Weaver will entertain alternative billing arrangements (e.g. flat fee) on a transaction by transaction basis. FARDA holds sub-leases with multiple other entities and, in the event one of those requests changes to its sub-lease, mechanisms are in place for cost recovery, allowing general counsel to bill for his/her time at market rate without fiscally impacting FARDA. ln all real estate transact ons where a title insurance policy is required, when title agent choice is within FARDA's discretion, FARDA will have Stearns Weaver serve as the title agent for such transactions and stearns weaver can retain the agent's share of the title premium, which will be credited against any legal fees that FARDA would otherwise owe Stearns Weaver in connection with such transaction. Term ofcontract It is FARDA's policy to solicit proposals for legal services at least every five (5) years. This engagement shall be for three (3)years, and can be extended for up to two (2)years at the discretion of the board of directors of FARDA.

41 Frî-:,I:t7-tr:-..1"7r:prc:v:r7T:..v.rTr:rw:i:.: EXHIBIT "8" CHECKLIST FOR INVOICES 1. Original invoice or certified copy 2. Certification from vendor 3. Additional invoices supporting total amount requested by firm # vl

42 MEMORANDUM DATE: April 4, 2012 TO: Florida Atlantic Research and Development Authority Board of Directors CC: Deerfield Beach City Commissioners; Assistant City Manager; South Florida Stakeholders FROM: Andrew Duffell, President & CEO RE: BI-MONTHLY UPDATE OF ACTIVITIES February and March have been busy months at the Research Park, and could lead to further building on the significant momentum that has already been created. Overall, the energy in and around the Research Park has increased and has led to more interest from community groups and potential tenants alike. Significant challenges remain, however, and require attention and action. Outreach Held informal meeting with the Mayor of Deerfield Beach to discuss ongoing initiatives and projects to add tenants and resources to the Deerfield Beach campus. Chaired the Greater Boca Raton Chamber of Commerce s Economic Development Committee meeting to discuss ways for the Chamber and business community to support more of the activities of the University and Research Park. Held multi-party discussions to assess the feasibility of locating an infectious disease research and treatment institute at the Deerfield Beach campus. Authored an opinion column for the Sun Sentinel on the topic of budget cuts to FAU in order to raise awareness of the economic impact and importance of both FAU and the Research Park. Presented the Research Park and its importance to regional economic development to the Southeast Florida Chapter of the National Association for Business Economics at Nova Southeastern University, and recruited Scott Adams of MobileHelp to present his entrepreneurial activities, and Bob Swindell of the Greater Fort Lauderdale Alliance (and FARDA Board member) also. Attended the Entrepreneurial Committee meeting of the Business Development Board. Held discussions with FAU and a large company that it is seeking to deepen its relationship with for the development of a university focused facility at the Research Park.

43 Provided copies of the Report to the Community to FAU President Saunders for her upcoming visit to Washington, DC to discuss the University and Research Park with the Florida Legislative Delegation. Collaborated with HDG and Flagler on numerous prospective tenant meetings to discuss the value of the Research Park, the relationship with the University and regional positioning. Facilitated and attended the ATG grand opening event with international dignitaries, press and business leaders. Hosted the BDB s annual Familiarization Tour of Palm Beach County at the Research Park for international site consultants: gave a tour by bus of FAU s campus and the Research Park and highlighted MobileHelp to the group. Featured panelist at the BioFlorida Emerging Leaders Network event in Jupiter for masters and doctoral candidates at Scripps, discussing the possibilities after graduation. Hosted Leadership Boca Raton giving a tour of the FAU campus as well as the Research Park and ATG s facilities. Served as a judge for the Graduate College Research Day competition, meeting many graduate students and faculty members. One result of the interactions was to set up a meeting with the Director of the School of Urban & Regional Planning of FAU to discuss ways we can work together. Hosted a meeting with the Brazilian Business Group to discuss ways to raise awareness among the Brazilian business community of the Research Park, both in Boca Raton and Deerfield Beach. Resource development Held informational meeting with Florida First Capital Finance Corporation to explore resources for tenants and prospective tenants using SBA lending and other options. Contributed to the monthly meeting of the Technology Review and Advisory Committee (TRAC) meeting. Discussion centered on future resource building and the upcoming visit of College of Business faculty to the Research Park. Met with the Dean and her staff from the Palm Beach State College Boca Raton campus to discuss ways Research Park companies can collaborate with the College more. Held informational and brain storming meeting with the Provost and VP for Research (and FARDA Board member). Met with the Vice President for Student Affairs to secure privileges for Research Park tenants at the student recreational facilities on FAU campus. Relocated and expanded the Technology Business Incubator (TBI) to 3651 FAU Boulevard, #400 (IC4). The new suite is larger, and laid out to foster more collaboration and interaction. It features an office for business mentors, for the winner of the FAU Business Plan Competition, a new lounge, a large conference room, as well as a full service server room. Hosted a visit by 16 members of the College of Business faculty to the Research Park, visiting PACE, and having lunch with CEOs from Flagship Solutions, FWC Management Company and Technology Business Incubator (TBI) residents.

44 Facilitated and attended collaboration meeting between Curtis-Wright and FAU s College of Engineering. Held meeting with the interim-dean of the College of Arts and Letters to discuss collaborations and raising awareness about the Research Park among her faculty and students. Held meeting with FAU President Saunders and FARDA Chair Lonnie Maier to discuss ongoing initiatives. Operational Continued negotiations on multiple fronts for the completion of the Boca Raton Aviation Authority (BRAA) project to lease approx. 1.8 acres for the construction of an administrative HQ, including storm water retention and systems, and Research Park common areas Held meeting with the new FAU VP Community Engagement to discuss ways to integrate operations more. Attended meeting with FAU to discuss water and sewer requirements as both entities grow. Attended multiple meetings with Florida Department of Transportation (FDOT), FAU and City of Boca Raton to discuss the new I-95 interchange at Spanish River Boulevard and its impacts on FAU Boulevard and the Research Park. Held bi-weekly phone updates with Chair Maier to keep her apprised of initiatives and issues. Held meeting with new Treasurer Parks to familiarize him with the financial reporting systems. Held frequent informal meetings with Albert Livingston of HDG Mansur, and Flagler s team to discuss potential tenants and leads. Future Expansion Facilitated and hosted meetings for each Board member with the team from Endeavour Sustainable Investments (ESI) to discuss the potential of expanding the footprint of the Research Park to Jupiter, in close proximity to FAU, Max Planck and Scripps Florida. Drafted a Letter of Intent with ESI to outline the potential relationship between the two entities going forward.

45 Level 5, Wakefield House 90 The Terrace PO Box 10811, Wellington This Joint Letter of Intent is made this 11 th day of April 2012 between Endeavour Sustainable Investment AG ( ESI ) of (address) and the Florida Atlantic Research and Development Authority ( FARDA ) of 3651 FAU Boulevard, Suite 400, Boca Raton, FL Whereas ESI will be a publicly listed entity on the Deutsche Börse in late 2012 or early 2013, its mission is to engage in sustainable investment principles and pursue its heritage of capital appreciation in the science and technology sector and provide liquidity and create shareholder value. Whereas FARDA has a mission to create and sustain the best R&D park environment maximizing the academic talent and regional resources in South Florida to accelerate economic development and prosperity. Whereas both entities wish to explore a relationship that would result in FARDA s ownership and operation of ESI s Technology Park in Jupiter Florida, in proximity to Scripps and Max Planck research institutes and Florida Atlantic University ( FAU ). The purpose of this non-binding Letter of Intent is to identify possible terms and conditions for this relationship between ESI and FARDA that would be finalized in a definitive agreement between both entities. ESI has executed an engagement with its German investment bank to raise EURO 60mm privately mid ESI is in discussions with the same bank to arrange an IPO on the Deutsche Börse in late-2012 or early 2013, with a target raise of approximately US$120 million. A portion of these funds will be invested in a number of ESI portfolio companies that are establishing their North American headquarters in Jupiter, Florida beginning in In addition, ESI also intends to construct an approximately 40,000 sq ft building to house these companies. The completion of this building is anticipated 4Q2013 or early 2014 and will be fully occupied by the ESI portfolio companies. The approximate $15 million in funding for this building project will come from monies raised by the Florida Regional Center (FRC) through its EB-5 program. ESI has already identified and begun negotiations for a parcel of 10 acres in close proximity (less than 1 mile from) to Scripps and Max Planck Institutes and FAU s Jupiter campus. ESI s long term plans are to build up to 2 additional buildings on this site (total of 3) to house ESI portfolio companies and other science and technology entities appropriate for this space, and which would meet the requirements of Chapter 159, Florida Statutes. Funding for the additional buildings is also expected to be raised with monies raised through the FRC EB-5 program. ESI would expect that the majority of tenants in this technology park would be ESI portfolio companies; however this is not requisite. Although ESI in the short term will own and operate the building(s) that comprise the technology park, ESIs long term goal is to have this park owned and operated by another suitable entity. Preliminary discussions with FARDA suggest that the technology park envisioned for Jupiter is consistent with its strategic plan and that therefore a partnership may be beneficial for both parties as they implement their respective strategic plans.