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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 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
777 Glades RoadBoca Raton, Florida 33431Attn: Dr. Gitanjali Kaul, Vice Pres.
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,
Deerfield R&D Project 160, LLC, Deerfield R&D Project 100, LLC, Boca R&D Project 7, LLC,
and Boca R&D Project 16, LLC (collectively and individually, the Sub-Licensee”) and the
Florida Atlantic Research and Development Authority, a public body corporate and politic
(“Sub-Licensor”). The parties to this Agreement will each be referred to as a “Party” and
together as the “Parties”.
RECITALS:
WHEREAS, Sub-Licensee is the operator and leasehold owner of various properties
within the developments known as the Research Park at Florida Atlantic University, Deerfield
Beach, Florida and the Research Park at Florida Atlantic University, Boca Raton, Florida
(collectively and individually, the “Research Park”); and
WHEREAS, pursuant to that certain License Agreement (the “License Agreement”)
dated __________, 2011 by and between Sub-Licensor and the Florida Atlantic University
Board of Trustees ( the “University”), Sub-Licensor has acquired the right to use the official
trademark and logo-mark owned by the University (the “Mark”); and
WHEREAS, Sub-Licensee wishes to display the Mark on a monument sign at the
Research Park at Florida Atlantic University, Deerfield Beach, Florida (the “Monument Sign”)
and for such other purposes as my be permitted from time to time pursuant to the terms and
conditions of the License Agreement.
AGREEMENT
NOW, THEREFORE, in consideration for the mutual promises contained in this
Agreement, and other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the Parties agree as follows:
1. Sub-License. Subject to the terms and conditions set forth herein, and contingent upon
University’s approval of this sub-license, Sub-Licensor hereby grants to Sub-Licensee a non-
exclusive, non-transferrable license for use of the version of the Mark attached to this Agreement
as Exhibit A, during the Term (as hereinafter defined) of this Agreement; solely on the
Monument Sign and for such other purposes as may be permitted pursuant to the License
Agreement. This Agreement is subject to the terms and conditions of the License Agreement, as
may be amended from time to time, attached hereto and made a part hereof as Exhibit B, which
are specifically incorporated herein as if set forth fully. In the event of a conflict between the
terms and conditions of this Agreement and the terms and conditions of the License Agreement,
the Parties agree that the License Agreement shall control unless the provision of this Agreement
is more restrictive, in which case the more restrictive provision shall apply. The use of the Mark
by Sub-Licensee and the goodwill associated therewith shall inure to the benefit of Sub-Licensor.
2. Term. The term of this Agreement (“Term”) shall commence on the Effective Date and
shall continue in effect until terminated under the provisions of this Agreement or the License
Agreement.
3. Representations, Warranties and Covenants. Each party represents, warrants and
covenants during the Term of this Agreement and thereafter:
(a) That it has the full power and authority to enter into this Agreement and to perform
all of its obligations hereunder; and
(b) That execution and delivery of this Agreement does not breach or conflict with or
create a default under any other agreement or instrument to which the Party is bound.
4. Indemnification. Except for claims of trademark infringement, Sub-Licensee shall
indemnify, defend and hold harmless Sub-Licensor and University and Sub-Licensor’s and
University’s employees, agents, and representatives from and against all damages, claims,
liabilities, lawsuits, judgments, costs and expenses, including without limitation reasonable
attorneys’ fees arising out of or related to Sub-Licensee’s use of the Mark. This Indemnification
shall survive expiration or termination of this agreement.
5. Termination; Effect of Termination.
(a) Sub-Licensee may terminate this Agreement without cause by providing thirty (30)
days prior written notice to Sub-Licensor.
(b) Sub-Licensor may terminate this Agreement (i) without cause by providing ninety
(90) days prior written notice to Sub-Licensee or (ii) immediately upon any breach of
this Agreement by Sub-Licensee or (iii) in accordance with the terms and conditions
contained in any notice of termination of the License Agreement given or received by
Sub-Licensor.
(c) This Agreement shall terminate upon the termination date of the License Agreement.
In the event of termination of the License Agreement, Sub-Licensor shall
immediately notify Sub-Licensee of such termination.
(d) Upon termination of this Agreement for any reason other than termination of the
License Agreement, Sub-Licensee shall immediately discontinue any and all use of
the Mark by covering or obfuscating the Mark, and removing the Mark from the
Monument Sign as soon after the date of termination as is reasonably practicable, but
in no event less than thirty (30) days from the date of termination. Upon termination
of the License Agreement, Sub-Licensee shall comply with all directives regarding
cessation of use and removal of the Mark given by the University.
6. Miscellaneous.
(a) Status of the Parties. This Agreement does not constitute a joint venture or a
partnership between the Parties, and in no event shall either party be liable for any
obligation of the other party except those expressly assumed by it under this
Agreement or by separate written instrument signed by such party.
(b) Assignability. Sub-Licensee may not assign or delegate this Agreement, or its
rights or duties hereunder, in whole or in part.
(c) Waiver.
(i) The failure of a Party to enforce at any time any provision of this
Agreement, or to exercise any election herein provided, will in no way constitute
a waiver of such provisions or elections or in any way affect the validity of this
Agreement, nor will it preclude or prejudice that Party from exercising the same
or any other right it may have under this Agreement, irrespective of any previous
action or inaction on Sub-Licensee’s part hereunder.
(ii) The waiver of any right or election provided for herein must be in
writing and signed by the party waiving such right or election.
(d) Governing Law. This Agreement shall be governed by the laws of the state of
Florida, both as to interpretation and performance, and any action at law or suit in
equity, or other judicial proceeding involving the interpretation or application of
this Agreement or any claims arising hereunder, shall be instituted and maintained
only in state court of the Fifteenth or Seventeenth Judicial Circuits of the state of
Florida, and the Parties hereby consent to personal jurisdiction of such courts in
connection with any such proceeding.
(e) Headings. Headings used in this Agreement are intended for convenience of
reference only and shall not affect the construction or interpretation of this
Agreement.
(f) Notice. If notice is given with respect to any provision in this Agreement, written
notice must be sent via the United States mail, postage prepaid, certified or
registered Mail, or nationally recognized overnight courier service, and notice
shall be deemed effective the next calendar day after being sent to the intended
party. Notice must be sent to each party as follows:
(i) If to Sub-Licensee, written notice must be sent to the following address:
c/o HDG Mansur Investment Services, Inc.
10 West Market Street, Suite 1200
Indianapolis, IN 46204
Attn: Asset Management
With a copy to:
HDG Mansur New York LLC
575 Lexington Avenue, 4th
Floor
New York, New York 10022
Attn: Gail Burlant, Esq.
(ii) If to Sub-Licensor, written notice must be sent to the following address:
3701 Florida Atlantic Boulevard, Suite 210
Boca Raton, Florida 33431
Attn: Andrew Duffell, President & CEO
(g) Entire Agreement. This Agreement constitutes the entire agreement of the
Parties with respect to the subject matter hereof and supersedes any prior
agreements or understandings between them, whether oral or written. It may not
be modified except in writing signed by both Parties. Any inducements,
representations, promises or commitments, oral or otherwise, not embodied herein
shall be of no force and effect, and each party acknowledges that it has not relied
upon any inducements, representations, promises or commitments not specifically
set forth herein. This Agreement may be executed in any number of counterparts
and may be transmitted via facsimile, email or other means.
[Signatures begin on following page]
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be made
effective as of the day and year first above written.
SUB-LICENSOR:
Dated: December ___, 2011 Florida Atlantic Research and Development
Authority, a public body corporate and politic
WITNESSES:
By:
Title:
SUB-LICENSEES:
Dated: December ___, 2011 Deerfield R&D Project 1, LLC
WITNESSES:
By:
Title:
Dated: December ___, 2011 Deerfield R&D Project 160, LLC
WITNESSES:
By:
Title:
Dated: December ___, 2011 Deerfield R&D Project 100, LLC
WITNESSES:
By:
Title:
Dated: December ___, 2011 Boca R&D Project 7, LLC
WITNESSES:
By:
Title:
Dated: December ___, 2011 Boca R&D Project 16, LLC
WITNESSES:
By:
Title:
Exhibit A
Exhibit B
LICENSE AGREEMENT
The Florida Atlantic University Board of Trustees (hereinafter referred to as the University) hereby
grants a non-exclusive, non-transferrable license to the Florida Atlantic Research and Development
Authority (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 licensed
hereunder 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 its
business as the Florida Atlantic Research and Development Authority and includes the Mark’s use
in 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 new
use to University for approval. Approval shall be based on quality of workmanship and accuracy of
the Mark as reproduced by the Licensee. The Licensee agrees that it will apply the Mark to
products 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 any
Mark and that Licensee’s use of the Mark is limited to that allowed under this License or as other
written 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 or
description, arising out of or relating in any manner to the Licensee's use of the Mark as provided
for in this agreement.
Approval by the University of the Licensee's sample(s) shall not be deemed an endorsement by the
University of the usefulness or safety of any product to which the Marks are applied by the
Company, nor shall approval be deemed in any manner a guarantee or warranty of any nature with
respect to any product to which the Marks are applied by the Company. The Licensee agrees that it
will not make any representations to the contrary.
Term
This agreement shall take effect upon acceptance by both the University and the Licensee and shall
continue in effect until terminated under the provisions of this agreement.
Termination
This agreement may be terminated on any annual anniversary date by either party provided that
notice 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 fails
to 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. Written
notice shall be served in person or through the United States Mail, postage prepaid, registered or
certified, return receipt requested to the following person and address:
To FAU: To Florida Atlantic Research and Development
Authority:
FAU Florida Atlantic Research Authority and
Development Authority
777 Glades Road 3701 FAU Boulevard, Suite 210
Boca Raton, Florida 33431 Boca Raton, Florida 33431
Attn: Dr. Gitanjali Kaul, Vice Pres. Attn: Andrew Duffell, President
FLORIDA ATLANTIC UNIVERSITY FLORIDA ATLANTIC RESEARCH AND
DEVELOPMENT AUTHORITY
By: _________________________ By: __________________________
______________________________ ______________________________
Title Title
______________________________ ______________________________
Date Date
FIRST AMENDMENT TO LICENSE AGREEMENT
BETWEEN
THE FLORIDA ATLANTIC UNIVERSITY BOARD OF TRUSTEES
AND
THE FLORIDA ATLANTIC RESEARCH AND DEVELOPMENT AUTHORITY
WHEREAS, the Florida Atlantic University Board of Trustees (“FAU”) and the Florida Atlantic
Research and Development Authority (“Authority”) 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 of the 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 Glades
Road, Boca Raton, FL 33431. 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 RESEARCH AND
DEVELOPMENT AUTHORITY
By:___________________________ By:________________________________
Title:__________________________ Title:_______________________________
Date:__________________________ Date:_______________________________
FAU Technology Review and Advisory Committee
Modernizing Medicine Proposal for Collaboration
1. INTRODUCTION
Modernizing Medicine provides electronic medical records services to doctors’ practices throughout the
United States. We were recently named the “South Florida Startup of the Year” by the South Florida
Business Journal. Since our inception in February 2010, we have captured a significant portion of the
dermatology practice market and have announced a new offering for ophthalmology practices. From
seven employees at the beginning of 2011, we now have 44 employees located at our office in Boynton
Beach, and are reaching the capacity of our current facility. We hope to move in 1Q2012 to the
Research Park at Florida Atlantic University, a facility that will be spacious enough to contain our
projected growth to over 150 in upcoming years. That move is expected to enhance our already close
relationship with the University.
2. COMPANY BACKGROUND
Modernizing Medicine was founded in early 2010 by Dan Cane, the founder of Blackboard, the company
that supplies educational software to more than 90% of American colleges and universities, and Michael
Sherling, MD, a practicing dermatologist who graduated from Yale Medical School and was Chief
Resident at the Harvard Medical School. Together, they determined to develop a physician-centric
electronic medical records system, based on new, breakthrough technology, that would revolutionize
the EMR market.
The offering, Electronic Medical Assistant, or EMA, is a monthly service, accessed by doctors over the
Internet from a cloud-based system. It is touch-based and supports the popular iPad as well as browser-
based PC or Mac computers. Its innovative, patent-pending technology collects information about the
patient and the examination and automatically produces the exam note, prescriptions, laboratory orders,
patient information sheets and medical billing forms. Unlike most current EMR systems which are word-
processor based, EMA requires no typing, no templates and no dictation. The result is that, in a business
where EMR products waste hours of a physician’s time interacting with the computer, EMA actually
saves time, allowing doctors to see more patients or have dinner with their families. (Our website can
be viewed at www.modernizingmedicine.com, and a copy of the EMA Dermatology product brochure is
attached.)
EMA Dermatology was released in August of 2010, and within a year it had been adopted by more than
250 medical practices. This represents more than 5% of the entire dermatology practice market and it
an impressive achievement in only its first year on the market. EMA users are located throughout the
United States. In October 2011, Modernizing Medicine announced its second offering, EMA
Ophthalmology, to a market that is five times the size of dermatology, and is proving to be equally
enthusiastic about what EMA can offer. We plan to release offerings for different medical specialties at
intervals of about 6 months each for the foreseeable future.
From seven employees at the beginning of 2011, Modernizing Medicine has grown to 50 employees at
the end of November, including 44 located at its office in Boynton Beach. We will outgrow our current
facility in the next few months so, must move to larger quarters in the very near future. Further, these
new facilities must allow for planned future growth, which is expected to add another 50 employees by
the end of 2012, the majority of who will be located in Palm Beach County.
Modernizing Medicine is privately held. We have raised more than $7 Million in angel and private
investment funding, much of it from doctors who use EMA. Modernizing Medicine’s revenue, which
totaled less than $100,000 in 2010, is expected to reach $1.8 million by the end of this year and grow to
approximately $12 million in 2012. Sales, cash flow and installations all show strong growth.
3. PROPOSED COLLABORATION EFFORTS
Modernizing Medicine already has close relations with FAU.
• Our CEO, Dan Cane, serves on both the Board for the FAU Foundation, Inc., and the Executive
Advisory Council for the University’s College of Engineering & Computer Science.
• Four of our employees are graduates of FAU, including a lead engineer who was granted his PhD
earlier this year.
• We hope to utilize FAU facilities for our EMA Certification class of up to 70 physicians and their
staff. These facilities have heretofore been provided by the College of Engineering and
Computer Science.
• Several of our employees participate in the Adams Center Business Plan Competition as judges
or mentors and we expect this to continue. We plan to encourage broader participation in this
program, and in the FAU ACE Executive Leadership Program, from our more experienced staff.
• We are active participants in the Med-U-Tech initiative, and will continue to work with the
University, Medical and Technology Community to ensure that the Med-U-Tech score card for
South Florida continues to deliver progressive results.
• We are registered for the FAU Job Fair to be held in February, and we actively solicit qualified
candidates from the Colleges of Business and of Engineering and Computer Science. We would
like to expand this to the School of Nursing, as well.
In addition, we would welcome additional cooperation in at least the following areas:
• We plan to offer internships for graduate students in both the Computer Science program and
the Business School. Interns would actively participate with our permanent employees to help
develop, analyze and improve our product and processes, and will gain valuable experience
working in a start-up company environment. This could be through the FAU’s ACE Project LEAD
Program, and directly with the College of Engineering.
• We hope to collaborate with the FAU College of Medicine to develop a program to expose FAU
medical students to the business aspects of practicing medicine, including practical use of EMR
processes and patient record maintenance. We would provide our EMA service, free of charge,
for this program. The specific coverage and interconnection to other systems will depend on
how the requirements of the Medical School evolve. We do not expect the Medical School will
be ready to take us up on that offer in the near future, but the offer will remain open,
indefinitely.
• We hope to work with the College of Medicine and the College of Science on projects related to
bio-medical data mining and statistics. Modernizing Medicine’s system holds and owns a large
amount of data about actual patient outcomes, and we believe this can be mined to gain
valuable insight. This work could start in late 2012.
4. POTENTIAL CONFLICTS AND CONCERNS
None
5. REVIEW AND OVERSIGHT
It is proposed that the interactions with the University be overseen by Ms. Kimberly Gramm, MBA . Mr.
Andrew Duffell of the Research Park at Florida Atlantic University will act as liaison.
RESOLUTION 11-12
RESOLUTION OF THE BOARD OF THE FLORIDA ATLANTIC RESEARCH AND
DEVELOPMENT AUTHORITY APPROVING THE TENANCY OF MODERNIZING
MEDICINE, INC. AS A TENANT IN THE FLORIDA ATLANTIC RESEARCH PARK,
BOCA RATON, FLORIDA; PROVIDING FOR SEVERABILITY; 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, to develop, operate and oversee research parks in affiliation with
public and private institutions of higher learning; and
WHEREAS, in order to implement the public purpose identified in Chapter 159, Florida
Statutes, a prospective tenant of the Authority’s research park must establish that its activities
will promote scientific research and development in affiliation with and related to the research
and development activities of Florida Atlantic University (the “University”) ; and
WHEREAS, Modernizing Medicine, Inc. has applied to be a tenant in the Authority’s
Boca Raton Research Park and has submitted documentation to demonstrate that its activities
will implement and promote the public purpose of the Authority; and
WHEREAS, the Authority has investigated and reviewed the qualifications and
capabilities of Modernizing Medicine, Inc. and has determined that there is sufficient affiliation
between the proposed activities of Modernizing Medicine, Inc. and the research and development
activities of Florida Atlantic University to implement the public purpose of Chapter 159, Florida
Statutes.
NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF THE FLORIDA
ATLANTIC RESEARCH 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. Based upon the review and approval of the affiliation between Modernizing
Medicine, Inc. and the research and development activities of Florida Atlantic
University by the University’s Technology Review, Advisory, and Innovation
Committee (“TRAC”), Modernizing Medicine, Inc. is hereby approved as a tenant in
the Authority’s Boca Raton Research Park.
3. 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.
4. This Resolution shall become effective upon its adoption.
ADOPTED THIS 14th
Day of December, 2011
BY:_____________________________________
MICHAEL DASZKAL, CHAIR
Introduction
FWC Management Company, LLC is a Management Services Organization (MSO) providing business
office services to a single large medical group. Large medical groups will either have an in-house
business management arm (commonly called a “CBO” –Central Business Office) or outsource the work
to a MSO. The proposed move-in date is April 16, 2012.
Company Background
FWC Management Company, LLC (“FWCMSO”) was formed in late 2008 and began business on January
1, 2009. FWCMSO acts as the business office for Florida Woman Care, LLC, a 250+ physician OB/GYN
(and related sub-specialties) medical group with over 100 offices throughout the entire State of Florida.
Florida Woman Care, LLC also began operations on January 1, 2009 and has grown nearly 5,000% since
inception. Accordingly, FWCMSO has grown along with its client and has plans to expand further in
2012. Currently, FWCMSO has 32 employees and is actively hiring, with estimates of topping over 50
employees by the end of 2012.
FWCMSO is a private organization closely held by two physicians and a Revocable Trust.
Proposed Collective Efforts
FWCMSO will create a number of job and/or internships which it hopes to fill with students and
graduates of FAU in the areas of accounting, medical management, human resources, and marketing.
Such positions will support our client’s offices and operations and enable the students/graduates to
garner and/or build upon such skills as effective communication, proactive and creative problem solving,
leadership, conflict resolution, analytics, and complex procedure design. We also foresee the
opportunity to collaborate with computer science department in the development of database
management and CRM solutions. As well, the potential exists for data mining and analysis for both
medical and business college application.
In addition, FWCMSO can provide medical management education opportunities to FAU’s students and
faculty.
Currently, FWCMSO is not aware of any potential conflicts with FAU or any of its current tenants,
students or faculty.
RESOLUTION 11-13
RESOLUTION OF THE BOARD OF THE FLORIDA ATLANTIC RESEARCH AND
DEVELOPMENT AUTHORITY APPROVING THE TENANCY OF FWC
MANAGEMENT COMPANY, LLC AS A TENANT IN THE FLORIDA ATLANTIC
RESEARCH PARK, BOCA RATON, FLORIDA; PROVIDING FOR SEVERABILITY;
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, to develop, operate and oversee research parks in affiliation with
public and private institutions of higher learning; and
WHEREAS, in order to implement the public purpose identified in Chapter 159, Florida
Statutes, a prospective tenant of the Authority’s research park must establish that its activities
will promote scientific research and development in affiliation with and related to the research
and development activities of Florida Atlantic University (the “University”) ; and
WHEREAS, FWC Management Company, LLC has applied to be a tenant in the
Authority’s Boca Raton Research Park and has submitted documentation to demonstrate that its
activities will implement and promote the public purpose of the Authority; and
WHEREAS, the Authority has investigated and reviewed the qualifications and
capabilities of FWC Management Company, LLC and has determined that there is sufficient
affiliation between the proposed activities of FWC Management Company, LLC and the
research and development activities of Florida Atlantic University to implement the public
purpose of Chapter 159, Florida Statutes.
NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF THE FLORIDA
ATLANTIC RESEARCH 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. Based upon the review and approval of the affiliation between FWC Management
Company, LLC and the research and development activities of Florida Atlantic
University by the University’s Technology Review, Advisory, and Innovation
Committee (“TRAC”), FWC Management Company, LLC is hereby approved as a
tenant in the Authority’s Boca Raton Research Park.
3. 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.
4. This Resolution shall become effective upon its adoption.
ADOPTED THIS 14th
Day of December, 2011
BY:_____________________________________
MICHAEL DASZKAL, CHAIR
