IN THE COUNTY COURT OF THE 18 JUDICIAL CIRCUITIN AND FOR BREVARD COUNTY, FLORIDA

CASE NO:

ECONOMIC DEVELOPMENT COMMIS SIONOF FLORIDA'S SPACE COAST, a FloridaNon Profit Corporation,

Plaintiff,

SCOTT ELLIS, CLERK OF THE COURT FORBREVARD COUNTY, a Charter Officer, and

BLUEWARE, INC., a Foreign Corporation,

Defendants.

COMPLAINT

Plaintiff, ECONOMIC DEVELOPMENT COMMISSION OF FLORIDA'S SPACE

COAST, a Florida Non Profit Corporation, (the "EDC") files this action against Defendants

SCOTT ELLIS, CLERK OF THE COURT FOR BREVARD COUNTY ("CLERK"), a Charter

Officer, and BLUEWARE, INC. ('BLUEWARE"), a Foreign Corporation, and states:

1. This is an action for declaratory relief pursuant to Chapter 86, Florida Statutes,

and for equitable relief.

Plaintiff, EDC, is a Non Profit Corporation operating and doing business in

Brevard County, Florida, and is a "economic development agency" as defined in ) 288.075(1)(a),

Fla. Stat. (2011).

Defendant, CLERK, is an elected Charter Officer in and for of Brevard County,

Florida.

4. Defendant, BLUEWARE, is a Foreign Corporation, operating and doing business

in Brevard County, Florida.

5. On or about January 31, 2012, Defendant, BLUEWARE, submitted a

Confidentiality Request to Plaintiff, EDC, pursuant to ) 288.075, Fla. Stat. (2011) (the "Initial

Request" ). A copy of the Initial Request is attached hereto as Exhibit "A".

6. The Initial Request called for the EDC to maintain BLUEWARE's information

regarding BLUEWARE's intentions or interests to "locate, relocate or expand" any of its

business activities in the State of Florida as confidential and exempt from $ 119.07(1),Fla. Stat.

(2011) for a period of twelve (12) months. BLUEWARE's information was identified in the

Initial Request to include without limitation, "records, reports, documents and data in whatever

form."

7. On January 11,2013, BLUEWARE faxed to the EDC a request to extend for

twelve (12) months the Initial Request to hold confidential BLUEWARE's information

concerning its business plans, interests or intention to evaluate or locate in Florida (the

"Extension Request" ). The Extension Request also asked the EDC to hold confidential "all other

trade secrets, identification, account, and registration numbers, and proprietary confidential

business information," and attached a copy of the Initial Request. A copy of the Extension

Request with the Initial Request (together, the "Confidentiality Requests" ) is attached hereto as

Exhlblt "B".

8. Defendant, CLERK, by electronic mail dated January 17, 2013, sought documents

and information related to Defendant, BLUEWARE, and its affiliated corporate entities. A copy

of the electronic mail is attached hereto as Exhibit "C".

9. Plaintiff, EDC, by letter dated January 24, 2013, responded to CLERK's request

for copies of documents related to BLUEWARE, advised CLERK that the documents held by

EDC was confidential and exempt from disclosure and provided a legal memorandum to explain

the position of the EDC. A copy of the letter and memorandum are attached as Exhibit "D".

10. On August 27, 2013, agents of Defendant, CLERK, presented at the office of the

EDC and again demanded the documents and information related to Defendant, BLUEWARE,

and its affiliated corporate entities.

11. Plaintiff, EDC, on August 27, 2013, again declined to provide documents or

information of BLUEWARE or its affiliated entities to CLERK, based upon the EDC's

understanding that BLUEWARE's information regarding its intentions or interests to "locate,

relocate or expand" in Florida, its trade secrets and proprietary confidential business information

was exempt from disclosure pursuant to $ 288.075, Fla, Stat. (2011).

12. The EDC has been challenged and seeks clarification as to its rights and

responsibilities under BLUEWARE's Confidentiality Requests, and implores the Court to

construe ) 288.075, Fla. Stat. (2011), to determine its validity and to declare if any documents or

information of BLUEWARE that is in the possession of the EDC must be disclosed as a public

record under $ 119.07(1),Fla. Stat. (2011).

13. The EDC seeks a declaration regarding the immunity, power, privileges, or rights

of the Defendants, dependent upon the facts and the law applicable to the facts, under the

following statutory provisions of $ 288.075, Fla. Stat. (2011):

(2) PLANS, INTENTIONS, AND INTERESTS.(a) Upon written request from a private corporation, partnership, or person,information held by an economic development agency concerning plans,

intentions, or interests of such private corporation, partnership, or person to

locate, relocate, or expand any of its business activities in this state is confidential

and exempt from s. 119.07(1)and s. 24(a), Art. I of the State Constitution for 12months after the date an economic development agency receives a request for

confidentiality or until the information is otherwise disclosed, whichever occurs

first.

(b) An economic development agency may extend the period of confidentiality

specified in paragraph (a) for up to an additional 12 months upon written request

from the private corporation, partnership, or person who originally requested

confidentiality under this section and upon a finding by the economic

development agency that such private corporation, partnership, or person is still

actively considering locating, relocating, or expanding its business activities in

this state. Such a request for an extension in the period of confidentiality must be

received prior to the expiration of any confidentiality originally provided under

this section.

(3) TRADE SECRETS. Trade secrets held by an economic development

agency are confidential and exempt from s. 119,07(1)and s. 24(a), Art. I of the

State Constitution.

(4) PROPRIETARY CONFIDENTIAL BUSINESS INFORMATION.—Proprietary confidential business information held by an economic development

agency is confidential and exempt from s. 119.07(1)and s. 24(a), Art. I of the

State Constitution, until such information is otherwise publicly available or is no

longer treated by the proprietor as proprietary confidential business information.

(5) IDENTIFICATION, ACCOUNT, AND REGISTRATION NUMBERS.—Afederal employer identification number, unemployment compensation accountnumber, or Florida sales tax registration number held by an economicdevelopment agency is confidential and exempt from s. 119.07(1)and s. 24(a),Art. I of the State Constitution.

(6) ECONOMIC INCENTIVE PROGRAMS.—(a) The following information held by an economic development agencypursuant to the administration of an economic incentive program for qualifiedbusinesses is confidential and exempt from s. 119.07(1)and s. 24(a), Art. I of the

State Constitution for a period not to exceed the duration of the incentive

agreement, including an agreement authorizing a tax refund or tax credit, or upontermination of the incentive agreement:

(7) PENALTIES.—Any person who is an employee of an economicdevelopment agency who violates the provisions of this section commits amisdemeanor of the second degree, punishable as provided in s. 775.082 or s.775.083.

14. There exists a bona fide dispute between the EDC and the CLERK, and a present

and practical need for a declaration by the Court.

15. Because of the continual harassment by the CLERK, causing the disruption of

business at the EDC, the EDC must have resolution of this dispute.

16. The declaration deals with a present, ascertained, or ascertainable state of facts, or

present controversy as to a state of facts

17. All persons with adverse interests to the declaration sought by the EDC are before

the Court.

18. The relief sought is not merely the giving of legal advice by the courts or the

answer to questions propounded from curiosity.

19. The EDC is entitled to a declaration as to whether it must disclose, in whole or in

part, BLUEWARE's documents, records, reports, correspondence, conversations, applications,

data, other sources of information concerning its business plans, interests, or intention to evaluate

or locate in Florida, its other trade secrets, identification, account, registration numbers and

proprietary confidential business information (cumulatively, "Protected Information" ), to the

CLERK.

20. Further, the EDC requests direction from the Court, or a Special Master appointed

by the Court, as to whether the EDC must disclose, in whole or in part, the Protected Information

after the Confidentiality Requests expire, or whether the Protected Information, in whole or in

part, remains exempt under ) 288.075(3), (4) and (5), Fla. Stat,

21. Pursuant to $ 86.111,Fla. Stat. (2013), the EDC requests that the Court order a

speedy hearing of this action for a declaratory judgment and advance it on the Court's calendar

for hearing.

WHEREFORE, Plaintiff, the EDC, seeks a declaratory judgment setting forth the rights

and obligations of the parties to this litigation, awarding costs of this action, and providing for all

other relief deemed just and proper by the Court.

DATED: August~, 2013.

DEAN ME 4

Kllvg3ERLY BONDER REZANKA82 0 Devereux Drive, Suite 100Viera, FL 32940(321) 259-8900(321) 254-4479Fla. Bar No. 930342ATTORNEYS FOR PLAINTIFF

CONFIDENTIALITY REQUESTPURSUANT TO SECTlON 288 075. FLORIDA STATUTES

Under Section 288 075, Florida Statutes, upon written request from a private corporation,partnership or person (a "Requesting Party" ), information held by the Economic Development

Commission of Florida's Space Coast (the "EDC') concerning plans, intentions or interest ofsuch Requesting Party to locate, relocate or expand any of its business activities in the State ofFlorida is confidential and exempt from Section I l 9 07(l), Florida Statutes, and Section 24(a),Article I, of the Florida Constitution, for twelve (t2) months after the date the EDC receives arequest for confidentiality or until the information is otherwise disclosed, whichever occursfirst

Under Section 288 075, the EDC may extend the period of confidentiality for up to an

additional twelve (12) months upon written request from a Requesting Party and upon a finding

by the EDC that such Requesting Party is still actively considering locating, relocating orexpanding its business activities in Florida Such a request for an extension in the period ofconfidentiality must be received prior to the expiration of the period of confidentiality onginally

provided under section 288 075

Having been advised of the foregoing, the undersigned hereby requests that any and all

information (including without limitation records, reports, documents and data in whatever

form) held by the EDC concerning the undersigned's plans, intentions or interests to locate,

relocate or expand any of its business activities in the state of Florida be l&ept confidential and

be withheld from disclosure by the EDC as provided for in Section 288 075, Flonda Statutes

Name Rose Harr. CEO R President of BlueWare(Printed Na f Prospect)

/tealSignature

Date BI, 4~AN/inI

Prospect File No EDC- l 003119

@ a/Ol 20t3 22 48 FAX

aha 8

GRAND HOTEL EASTBOURNE

January 11,2013

Ms Lynda WeathermanPresident 8 CEOEOC of Florida's Space Coast587 Haverty CourtSuite 40Rocidedge, FL 32955 US

Dear Ms Vleatherman,

On behalf of Blue%are inc, please accept this letter as a request to extend theagreement to hold confidential all documents, records, reports, correspondence,conversations, applications, data and other sources of information concerning ourbusiness plans, interests, or intention to evaluate or locate in Ronde as well asother trade secrets, identification, account, and registration numbers, andpropnetary confidential business information be pursuant to section 288075,Florida Statutes for a penod of 1Z months after the date of recept of this requestfor extended confidentiality or until the information is otherwise disclosed,whichever occurs first

Slncer

R e Herresident 8 CEO

etta chm ant(s)

11/'01 2013 22 49 FAX GRAND HOTEL EASTBOURNE

CQNFfDENTfALITY REQUESTPURSUANT TO SECTfQN 288 075, FLORfDA STATUTES

Under Section 288.075, Florfde, Statutes, upon written request from a private corporation,partnership ar person (a "Requesting Party" ), tnformatian held by the Economic Development

Commission of Florida's Space Coast (the "EDC") concernfng plans, intentions or interest of

such Requesting Party to locate, relocate or expand any of fts business actfvfties in the State afFlorida is congdenaal and exempt fram Section I f 9 07(f), Florida Statutes, and Sectfon 24(a),Aracfe 1, of the Florida Canstitutfon, far twelve (l2) months after the date the EDC recefves arequest far confidentiality ar until the information is atherwfse discfased, whichever occursfirst,

Under Secoan 288 075, the EDC may extend the periad af confldentfahty foi'p ta an

additional twelve (12) manths upon written request from a Requesting Party and upon a findfng

by the EDC that such Requesting Party fs stiff activety considering locating, relocating orexpanding its business acovioes ln Florida. Such a request far an extensfan in the period ofconfjdenrfahty must be received prior to the expfration of the period of confidentiality origfnaffy

provided under section 288 075

Having been advised af the foregoing, the undersigned hereby requests that any and all

information (fnrluding without limitation records, reports, documents and data fn whatever

farm) held by the EDC concerning the undersigned s plans, intentions or interests ta locate,relocate or expand any of its busfness acovitfes in the state af Flarfda be kept confidential and

be withheld from disclosure by the EDC as pravided for in Sectfan 288 075„Florida Statutes

Name. Rose Harr. CEO 5 President of Blue%are(Prated Na f Praip acr},

Signature.

c'ateS( ~~fAAY~Z. ~12Prospect Fife Na EDC-1003119

From Bart Carmichael I mailto Bar Carmichael@brevardclerk us1Sent Thursday, january 17, 2013 4 59 PM

To Trudy McCarthyCc Scott Ellis, Tyler WinikSubject Request

TO Trudy McCarthy

Senior Director Operations

From Bart Carmichael

interna I Audit

Date January 17, 2013RE Records Request for BlueGem/BlueWare/ RoseWare/ ProJect FATES

Dear Ms McCarthy

As a follow-up to our meeting last week, I am formally requesting all documents and other information that the Space

Coast EDC has related to the ProJect Fates, Blue Gem, Blue Ware, Rose Ware and related companies As you informed

me, some of this information may be covered by confidentiality agreements, please include the dates when the

confidentiality agreements expire in the letter requested below Please forward any other information that is not

covered under the confidentiality agreements

In the event that the EDC can't provide all of this information for any reason, Scott Ellis, Clerk of Court has asked for a

letter signed by Lynda Weatherman in her official capacity at the Space Coast EDC that explains and provides full details

why we cannot have the paper work related to the FATES proJect and the BlueGem and related companies

Should you have any questions, please contact me at your earliest convenience I can be reached by return email or at

the Clerk's office at extension 49028

Sincerely,

Bart Carmichael

Internal Audit

Scott Ellis, ClerkBrevard County Clerk of Court400 South StreetTitusville, Flonda 32780Telephone (321) 637-5413 x49028

w ECONObri(C DEVELOPMENT CQhAkA(SSIONOP PLORIOAS SPACE COAST

january 24, 2013

Scott Ellis, C(er(&

Brevard County Clerk of Court400 South Sti eetTitusvil(e, Flonda 32780

Dear Nr Blis,

1 am in receipt of your i equest for the Economic Development Commission of Florida's

Space Coast (EDC) to provide copies of documents related to Pi olect Fates, Blue Gem,Blue Ware, Rase Wai e and related companies

Upon review of your request, the EDC legal counsel has advised the information held by

the EDC is cui rently both confidentia( and exempt from disdosui e as noted in theattached memorandum from Dean Mead

Than(&you

S(ncere(y,i'

~cathe rman

President 8: CEO

&97 HoTrerty Court Svtie s(0

Rock(edge, Flora(a 32955

Phone (321) TS38 2000

Toli Free (8001 5N 0203

Fax (321l 633 s(200

uww SpaceCoaetEOC org

DEANIt(E AD

Dean Mead

8240 Devereux Dnve

Suite 100Vtera, FL 32940

(321)259-8900

(321)254 4479Ivvvr deanmead corn

Orlando

Fort PierceVtera

Gaineavtlte

R MASON BLAKE

(321) 751 6101MBlake@deanmead corn

DATE

TO

Januaty 24, 2013

Lynda Weathernlan

R Mason Blake

Chaptei 119Request Iecelved fiom Bait Calmlchael of Blevaid County Clei k's

Office

On ol about, Jatluary 17 2013, yolu offlcc received Iequest fiom Bart Canluchael of the

Blevaid County Clelk's olfice "foimally iequestlng all docuinents and othei infoimatlon'hatthe Economic Development Commission ofFlol ida's Space Coast (the '"EDC") has i elated to the

"Project Fates, Blue Gem, Blue 5'ate, Rose%ate and lelated companies" Each of these ntunes

is a fictitious name under which Blue%ate, Inc, a client/piospect the EDC is assistmg m its

ielocatlon and/ol expansion effoits, docs busmess Although not specified by Mr Catinlchael&

pl csumably this request was made puisuant to chaptel 119,Floilda Statutes, Floi ida's public

lecoids law %C kiiow of no other basis upon which Mi Carnuchael could assert the right to

receive the i equcsted infornlation

Although chaptei 119 is designed to piovlde the pubhc with extensive access to public

recoids, the iecolds requested by Mt Cainuchael aie confidential and exelnpt f lorn the

dlsclosuie lequnements of chaptei 119(assummg they wcie otherwise subJect to disclosuieundei chaptei 219) Subsection 288 075(2)(a), Floiida Statutes, provides that upon wiltten

iequest fiom any client/piospect, "nlformation held by an economic development agencyconcernmg plans, intentions, or ulteiest of such private coiyoiatton partnership oi peison fo,

locate, relocate, oi expand any of its business activities in tins state ls confidential and exenint

fioni s 11907{'17'oi a pet iod of t&velve (12) months aftei the date the economic development

agency receives a request foi confidentiahty (emphasis supphed) Subsection 288 075(2)(b)fluthcl'rovIdes that a11y ccollon11c development agcl'icy nlay extend such period ofconfidentiahty foi an additional twelve (12) months upon the written request from the apphcablechent/piospect upon findmg that chcnt/pl,ospect is still actively considcimg locating, relocatmgor expanding its busIncss activities nl this state

Memorandum

Page 2

In the case of Blue%are, Inc., it executed and delivered a confidentiality request pursuantto Section 288,075 on or about January 3'1, 2012 in accordance with the requirements ofsubsection 288,075(2)(a). Accordingly, the exemption provided for under subsection288,075(2)(a) is currently in effect and does not expire until January 31, 2013,

In addition to the subsection 288,075(2) exemption &om the disclosure requirements ofchapter 119,additional exemptions to chapter 119may be applicable to information held by theEDC with respect to Blue%are, Inc. In particular, subsection 288.075(3)provides that "tradesecrets'" held by an economic development agency are confidential and exempt. Subsection288.075(4) provides that proprietary confidential business information" is also con6dential and

exempt fiorn disclosure under chapter 119, Lastly, subsection 288.075(6) contains an exemptionfor a broad variety of information ("Subsection 288,076(6) Information"} conceriring businesseswhich is held by aii economic development agency pursuant to the administration of aneconomic incentive program, %e understand Blueware, Inc, has received various economicincentives; which would make the exemption set forth in subsection 288.076(6) applicable toSubsection 288.076(6) Information of Blue%are, Inc. held by the EDC. Please note that there

are ilo time limitations applicable to the exemptions pl'ovided for in subsections 288,075(3) and

(4). The exemption provided for in subsection 288,075(6}is effective for the duration of the

applicable incentive agreemeiit,

In summary, all information held by the EDC concerning the plans, intentions or interestsof Blue%are, Inc. to locate, relocate or expand any of its business activities (regardless of thenames under which such business may be conducted) in Florida, as well as all trade secrets and

proprietary confidential business information and Subsection 288,075(6) Information ofBlue%are, Inc. held by the EDC, are currently both (i) confidential, and (ii) exempt fromdisclosiue under chapter 119,Florida Statutes.

RMB:mm

Cc; Trudy McCarthyV01846'20,1