Florida Atlantic Research and Development Authority Board of Directors Meeting 3651 FAU Boulevard, #400, Boca Raton, FL 33431 December 11 th, 2013 at 8 AM AGENDA I. Call to order - Chair Maier II. Roll call Mr. Duffell III. Additions, deletions, substitutions to the agenda Mr. Duffell IV. Review of the minutes of the October 29, 2013 meeting Chair Maier V. Chair s report Chair Maier VI. Treasurer s report Mr. Daszkal VII. General Counsel s report Mr. Perera VIII. President s report Mr. Duffell IX. Old business i. Review of Resolution 13-18 regarding signage in Deerfield Beach X. New business i. Review of Resolution 13-19 regarding the 2012-13 audit ii. Review of Resolution 13-20 regarding the Amended Budget for 2013-14 iii. Discussion of north Palm Beach County initiative iv. Discussion of Alumiglass purchase XI. Adjourn Next meetings: February 12th, 2014 8 am Boca Raton April 9th, 2014 8 am Boca Raton June 11th, 2014 8 am Boca Raton August 13th, 2014 8 am Boca Raton Page 1 of 1
FLORIDA ATLANTIC RESEARCH AND DEVELOPMENT AUTHORITY Board of Directors Meeting Minutes 3651 FAU Boulevard, #400, Boca Raton, FL 33431 October 29, 2013 AT 4 PM Chair Maier called the meeting to order at 4 pm. Members present Lonnie Maier Bruce Rosetto Michael Daszkal Roxanna Trinka Bob Parks Barry Rosson Members absent Bob Swindell Staff present: Others present: Chair Vice Chair Treasurer Member Member Member Member Andrew Duffell, President & CEO Freddy Perera, General Counsel Adam Hasner, People s Trust Insurance Company; Michael Miller, Sell-Ware; Christine Cannon, EDC; David Wilk, Sperry van Ness. Additions, deletions, substitutions to the agenda Purchase and Sale Agreement between FARDA and John V. Doyle, Inc. Approval of the minutes Chair Maier asked if the Members had had the opportunity to review the minutes of the October 1, 2013 meeting. A motion to approve the minutes of the October 1, 2013 meeting was made by Ms. Trinka, and seconded by Mr. Rosetto. The motion passed 6-0, with one Member absent. Page 1 of 3
Chair s report Chair Maier reported that she, Dr. Rosson and Andrew Duffell travelled to Philadelphia, PA in September to attend the international conference of the Association of University Research Parks (AURP). They found the meeting very useful, and look forward to hosting it in December 2014. Chair Maier thanked the Members for participating throughout the day in the strategic planning meeting for the Research Park, and looked forward to reviewing the new plan. Treasurer s report Mr. Daszkal reported that he had reviewed the financial statements for the months of August and September 2013, which end the fiscal year 2012-13. He stated that the cash position of the Authority is strong and in a good position. He stated again, as he has throughout the year that the expenses for the professional services and promotion are above budget but were approved by the Board. Expenses for the incubator are above budget. Motion to approve the Treasurer s report made by Dr. Parks, and seconded by Dr. Rosson. The motion passed 6-0, with one Member absent. General Counsel s report Mr. Perera informed the Board that Mr. Greenberg had decided to leave the firm of Stearns Weaver, and to join a new firm. The decision was amicable and Mr. Greenberg remains in close contact with Mr. Perera. Mr. Perera gave the Board an overview of the public purposes the Authority was created to fulfill: Public Purpose #1: To promote scientific research and development. Public Purpose #2: To finance and refinance capital projects related to the establishment of a research and development park, including facilities that complement or encourage the operation of such research park. Public Purpose #3: To foster the economic development and broadening of the economic base of a county, in the case of FARDA, counties. Requirement applicable to all 3 public purposes: All 3 public purposes require that FARDA's efforts be in affiliation with and related to the research and development activities of at least one state-based institution of higher education. President s report Mr. Duffell stated that he had made the Board aware of his recent activities and initiatives during the strategic planning meeting. Old business None. Page 2 of 3
New business i. Mr. Hasner of People s Trust Insurance Company (PTIC) reviewed the signage that the company plans to install in and around the Research Park in Deerfield Beach. He took Dr. Rosson s request to incorporate the name of the Research Park at Florida Atlantic University into the company s plan. Mr. Hasner will provide new renderings for the Board. ii. Mr. Hasner informed the Board of his discussions with the City of Deerfield Beach and the Florida Department of Transportation (FDOT). Agreement in principal has been reached to clear the sea grape vegetation along the property line in the Deerfield Beach campus. To execute this plan the Authority will need to enter into an agreement with the City of Deerfield Beach and FDOT. Any agreement will be brought back to the Board. iii. Mr. Duffell reviewed the terms of the purchase and sale agreement that has been negotiated by the Authority and John V. Doyle, Inc. for the purchase of the building formerly known as the Alumiglass building. He stated that the parties had not reached agreement on the language to be included in the purchase money mortgage, and therefore this part of the agreement will be brought to the Board for review and approval on December 11. Motion to approve a resolution of the Board of the Florida Atlantic Research and Development Authority approving purchase and sale agreement for property located in the Research Park at Florida Atlantic University in Boca Raton; and providing for an effective date, was made by Mr. Rosetto, and seconded by Ms. Trinka. The motion passed 6-0, with one Member absent. There being no other business Chair Maier asked for a motion to adjourn the meeting at 5 pm. Motion to adjourn the meeting of the Board of Directors of the Florida Atlantic Research and Development Authority was made by Dr. Parks, and seconded by Mr. Daszkal. The motion passed 6-0, with one Member absent. Note these minutes are not approved until presented to the Board of Directors of FARDA at its next meeting, on December 11, 2013. Page 3 of 3
RESOLUTION 13-18 RESOLUTION OF THE BOARD OF THE FLORIDA ATLANTIC RESEARCH AND DEVELOPMENT AUTHORITY APPROVING SIGNAGE PROPOSED BY PEOPLE S TRUST INSURANCE COMPANY AT THE AUTHORITY S RESEARCH PARK AT DEERFIELD BEACH; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the Florida Atlantic Research and Development Authority (the Authority ) was created by the County Commissions of Palm Beach and Broward Counties pursuant to Chapter 159, Florida Statutes; WHEREAS, the Authority entered into a lease agreement with DRP Finance, LLC ( DRP ) concerning Phase 1, 2, and 3 of land in the Authority s Research Park at Deerfield Beach (the Agreement ); WHEREAS, DRP assigned its interest in such property to People s Trust MGA, LLC ( MGA ); WHEREAS, pursuant to the Agreement, signage could not be placed on the property without the Authority s consent; and WHEREAS, MGA has proposed the signage attached hereto as Exhibit A. 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 signage proposed by MGA in Exhibit 1 is hereby approved by the Authority. 3. Any changes deemed material by the Authority may not be made by MGA to Exhibit 1 without the Authority s consent. 4. This Resolution shall be effective upon its adoption. ADOPTED THIS DAY OF DECEMBER, 2013. BY: LONNIE H. MAIER, CHAIR #3238451 v1 Page 1 of 1
RESOLUTION 13-19 RESOLUTION OF THE BOARD OF THE FLORIDA ATLANTIC RESEARCH AND DEVELOPMENT AUTHORITY APPROVING A ONE YEAR EXTENSION OF THE AGREEMENT WITH S. DAVIS & ASSOCIATES, P.A. TO PROVIDE AUDITING SERVICES TO THE AUTHORITY; AUTHORIZING THE PRESIDENT AND CEO TO EXERCISE THE EXTENSION OPTION; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the Florida Atlantic Research and Development Authority (the Authority ) was created by the County Commissions of Palm Beach and Broward Counties pursuant to Chapter 159, Florida Statutes; WHEREAS, the Authority entered into an Agreement, dated as of October 11, 2012, with S. Davis & Associates, P.A. (the Consultant ), pursuant to which the Consultant would provide auditing services to the Authority for one year (the Agreement ); and WHEREAS, the Agreement provides that the Authority can extend the Agreement for five additional one-year periods pursuant to Section 3.2 of the Agreement, and WHEREAS, the Authority would like to re-engage the Auditor for an additional year, and would like to authorize the President and CEO to exercise such option under the Agreement; 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 one -year extension of the term of the Agreement with S. Davis & Associates, P.A. is hereby approved. The President and CEO is hereby directed and authorized to exercise the extension option pursuant to Section 3.2 of the Agreement. 3. This Resolution shall be effective upon its adoption. ADOPTED THIS DAY OF DECEMBER, 2013 BY: LONNIE H. MAIER, CHAIR #3238445 v1 Page 1 of 1
RESOLUTION 13-20 RESOLUTION OF THE BOARD OF THE FLORIDA ATLANTIC RESEARCH AND DEVELOPMENT AUTHORITY APPROVING AND ADOPTING THE AMENDED OPERATING BUDGET FOR FISCAL YEAR 2013-2014; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the Florida Atlantic Research and Development Authority (the Authority ) was created by the County Commissions of Palm Beach and Broward Counties pursuant to Chapter 159; and WHEREAS, the Authority must prepare an annual operating budget for approval and adoption by the Board; and WHEREAS, the Authority approved an Operating Budget for Fiscal Year 2013-2014 on August 21, 2013; and WHEREAS, the Authority deems it necessary to amend such budget as reflected in Exhibit A. 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 Amended Fiscal Year 2013-2014 Operating Budget, a copy of which is attached hereto as Exhibit A, is hereby approved and adopted. 3. This Resolution shall be effective upon its adoption. ADOPTED THIS DAY OF DECEMBER, 2013 BY: LONNIE H. MAIER, CHAIR #3238450 v1
Florida Atlantic Research and Development Authority 2013-14 Budget Amended Budget Ordinary Income/Expense 2013-4 Income Interest 770 Special Event 10,000 Miscellaneous Income 82,860 Rent Income - TBI 211,620 Rent Income - MIC Boca Land 250,730 Rent Income - DBRP 219,447 Rent Income - BRAA Land 21,636 Rent Income - Incubator Expansion 157,618 White Paper Admin Fee 7,000 Caffeine Spaces Fee Total Income 961,681 Gross Revenue 961,681 Expense Spring 2012 Employer Fair 0 Contribuion-EDC 0 Contribution-MedUtech 5,000 Contribution-Inst. Commercialization 0 Contribution-SEBIO 0 Contribution-FAU Business Plan 20,000 Contribution - FAU Annual Gala 0 Contribution- Seed Fund 20,000 Incubator Expenses 83,164 Insurance Liability 8,400 Health Insurance 21,892 Disability Insurance 2,000 Marketing 40,000 Miscellaneous Expenses 5,000 Payroll Expenses 225,683 Intern 5,168 Professional Fees-Planning 18,000 Professional Fees-Accounting 15,000 Professional Fees-Legal 25,000 Incubator Rent 280,064 Incubator Expansion Rent 157,618 Land & Mobile Telephone 3,500 Travel / Training 25,000 Total Expense 960,489 Net Revenue 1,192
Florida Atlantic Research and Development Authority 2013-14 Budget Proposed Budget Budget Ordinary Income/Expense 2013-4 2012-3 Income Interest 770 1,039 Miscellaneous Income 99,860 56,800 Rent Income - Boca Incubator 211,620 169,920 Rent Income - Boca Land 250,730 264,118 Rent Income - DBRP 219,447 217,597 Rent Income - BRAA Land 21,636 7,875 Rent Income - Incubator Expansion 157,618 114,955 Caffeine Spaces Fee 2,000 Total Income 961,681 834,304 Gross Revenue 961,681 834,304 Expense Spring 2012 Employer Fair 0 0 Contribuion-EDC 30,000 37,500 Contribution-MedUtech 0 5,000 Contribution-Inst. Commercialization 0 5,000 Contribution-SEBIO 0 2,500 Contribution-FAU Business Plan 25,000 25,000 Contribution - FAU Annual Gala 0 2,500 Contribution- Seed Fund 20,000 20,000 Incubator Expenses 85,664 89,984 Insurance Liability 8,400 8,400 Health Insurance 21,892 16,176 Disability Insurance 2,000 2,065 Marketing 40,000 45,000 Miscellaneous Expenses 5,000 5,000 Payroll Expenses 158,693 148,420 Intern 5,168 0 Professional Fees-Planning 50,000 22,000 Professional Fees-Accounting 15,000 14,700 Professional Fees-Legal 25,000 26,600 Incubator Rent 280,064 228,014 Incubator Expansion Rent 157,618 114,955 Land & Mobile Telephone 3,500 3,500 Travel / Training 25,000 9,000 Total Expense 957,999 831,313 Net Revenue 3,682 2,991
ALUMIGLASS - PROPERTY OPTIONS AND RISK LEVELS A number of options currently are being evaluated for FARDA to acquire the Alumiglass property under the current PSA. The possible options include the following: Option 1 - Continuing forward under the current PSA which is scheduled to close on 12/27/13 with FAU as originally intended (LOI in negotiations). Option 2 - Allowing FAU to acquire and re-negotiate the PSA to a potentially lower price, still partner with FARDA and master lease at least 2K SF for $1. Option 3 - Acquire the property without FAU through commercial financing and FARDA guarantees (in the form of assignment of land lease rights). Option 4 - Enter into a lease purchase option with or without FAU and use the building in the short term until all financing from FAU or others is committed. The risk levels associated with each option are as follows: Option 1 under the current terms being negotiated would be the best pathway on a global level and for future value to FARDA platform. Option 2 is the lowest risk option for FARDA, but by allowing FAU to acquire and still partner with FARDA under a master lease of at least 2K SF for $1, there is no ownership or less potential asset value in future (although a beneficial leasehold would be created for FARDA). Option 3 is the highest risk option for FARDA as acquiring the property without FAU as a financial partner through commercial financing will require FARDA guarantees (in the form of assignment of land lease rights) and restructuring of current lease commitments. Option 4 is a strong possibility for FARDA if FAU is not willing to allow a control element or sharing of space above 2K SF to FARDA under the proposed master lease being negotiated. The risk on Option 4 is less than Option 3, but it may be the best pathway to optimize future potential and leverage for FARDA.