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HomeMy Public PortalAbout2021 Second Amendment to the agreement with Curative, Inc.SECOND AMENDMENT TO REVOCABLE, NON-EXCLUSIVE LICENSE AGREEMENT BETWEEN THE VILLAGE OF KEY BISCAYNE AND CURATIVE INC. THIS SECOND AMENDMENT to the REVOCABLE, NON-EXCLUSIVE LICENSE AGREEMENT (the "Second Amendment") is entered into as of the _ day of October 25 , 2021 (the "Effective Date of Second Amendment"), by and between the VILLAGE OF KEY BISCAYNE, FLORIDA, a Florida municipal corporation, (the "Village"), and CURATIVE INC., a Delaware company authorized to do business in Florida (hereinafter, the "Curative"), collectively referred to as the "Parties." WHEREAS, on December 14, 2020, the Village and Curative entered into a Revocable, Non -Exclusive License Agreement to allow Curative to operate a COVID-19 testing kiosk (the "Agreement"); and WHEREAS, on December 21, 2020, the Village and Curative entered into a First Amendment to the Agreement to temporarily allow Curative to also operate a COVID-19 testing van at the Village's Calusa Park; and WHEREAS, the Village wishes to enter into a Second Amendment to the Agreement to: (1) modify the licensed area where Curative offers its COVID-19 testing services to include the Village's property described in Exhibit "A," attached hereto and incorporated herein (the "Licensed Area") and (2) allow for the operation of a testing trailer at the Licensed Area from October 21, 2021, to April 30, 2022; and WHEREAS, the Village and Curative wish to modify the terms of the Agreement in accordance with the terms and conditions set forth in this Second Amendment. NOW, THEREFORE, for and in consideration of the mutual promises set forth herein, the Village and Curative agree as follows: 1. Recitals Incorporated. The above recitals are true and correct and incorporated herein. 2. Amendment to Exhibit "A" of the Agreement. Exhibit "A" to the Agreement is hereby deleted in its entirety and replaced with Exhibit "A" to this Second Amendment. 3. Amendment to Exhibit "B" of the Agreement. Exhibit "B" to the Agreement is hereby deleted in its entirety and replaced with Exhibit "B" to this Second Amendment. 4. Conflict; Amendment Prevails. In the event of any conflict or ambiguity between the terms and provisions of this Second Amendment and the terms and provisions of the 1 Agreement, the terms and provisions of this Second Amendment shall control. 5. Agreement Ratified. Except as otherwise specifically set forth or modified herein, all terms in the Agreement are hereby ratified and affirmed and shall remain unmodified and in full force and effect in accordance with its terms. 6. Defined Terms. All initial capitalized terms used in this Second Amendment but not otherwise defined herein shall have the same meaning ascribed thereto in the Agreement. 7. Counterparts. This Second Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which, when taken together, shall constitute one and the same instrument. An executed facsimile or electronic copy of this Second Amendment shall have the same force and effect as an original hereof. (THIS SPACE INTENTIONALLY LEFT BLANK. SIGNATURE PAGE FOLLOWS.) 2 IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be executed as of the day and y - ar first stated above. VILLAGE 0 By: Steven C. illiamson Village Manager Attest: By: Jocelyn : Koch Village Clerk C YNE CURATIVE, INC. Approved as to form and legal sufficiency: By: Weiss Serota Helfman Cole & Bierman, P.L. Village Attorney Addresses for Notice: Village of Key Biscayne Attn: Village Manager 88 West McIntyre Street Key Biscayne, FL 33149 305-365-5514 (telephone) 305-365-8936 (facsimile) aagha@keybiscayne.fl.gov (email) Name: Addresses for Notice: With a copy to: With a copy to: Weiss Serota Helfman Cole & Bierman, P.L. Attn: Chad Friedman, Esq. Village of Key Biscayne Attorney 2525 Ponce de Leon Boulevard, Suite 700 Coral Gables, FL 33134 (telephone) cfriedman@wsh-law.com (email) (facsimile) (email) (telephone) (facsimile) (email) 3 EXHIBIT A Licensed Area at Village of Key Biscayne Village Green The licensed area shall be located at the southeast corner of the Village of Key Biscayne Village Green, located at 390 Crandon Boulevard, Key Biscayne, Florida 33149 in the area closest to Village Green Way and Crandon Park Boulevard, adjacent to the public restrooms, as more particularly reflected in the following site plan: v no 3M/✓7SUI A7 1 v44 EXHIBIT B SCOPE OF LICENSED SERVICES The Village has granted Curative a revocable license to use the Village's property described in Exhibit A (the "Licensed Area") to conduct COVID-19 testing for the public using Curative's Test in a self-service, Curative -supplied temporary trailer placed at the Licensed Area, as further outlined herein (the "Services"). 1. Curative shall only operate one 16 -foot by 8 -foot temporary trailer within the Licensed Area. The Village shall have final authority over the location of Curative's temporary trailer. 2. Curative's temporary trailer shall only be used to conduct self-service, COVID- 19 testing using Curative's Test. The Village shall in no way be responsible for maintenance of the temporary trailer owned or operated by Curative or the provision of the Services. 3. Curative shall operate the temporary trailer on the following days: October 21, 2021 — April 30, 2022. The temporary trailer will be in operation six days a week from 9:00 am to 5:00 pm (EST) Monday through Friday and Saturdays or Sundays. This is subject to change at the discretion of Curative, who shall notify and obtain the Village Manager's approval in writing for any changes in operating days and times. 4. The Village may promulgate and enforce reasonable rules and regulations governing the use of the Licensed Area by Curative. Curative shall comply with all Village property and facility rules and regulations. Curative shall provide adequate supervision of the Licensed Area at all times it conducts Services or sanctions activities thereon. 5. Curative shall be solely responsible for: (i) maintaining the Property to the Village's standards applicable for use by Curative as permitted under this Agreement; and (ii) obtaining any applicable permits and approvals (e.g., building, zoning) required by the Village, the County, the State, and/or any Federal agencies. 6. Curative's temporary trailer and equipment are to be confined within the temporary trailer and Licensed Area designated in Exhibit A. Curative may not utilize any other Village property to store supplies or equipment without the prior, written consent of the Village Manager and/or his/her designee. 7. Curative shall furnish all labor, services, materials, supplies, and equipment necessary to maintain the operation of the temporary trailer during the above - mentioned hours. 8. Curative shall not place or attach any personal property, fixtures, or structures to the Licensed Area without the prior written consent of the Village. 9. Curative shall be responsible for proper collection and disposal of medical waste generated by its use of the Licensed Area. 10. The Village will furnish electricity in such locations where these utilities now exist. All requests for use of these facilities and/or additional installations or any special needs must be made in writing to the Village. 11. The Village agrees to advertise and publicize the temporary trailer, and receive data from Curative, and provide constructive feedback to Curative. The Village agrees to consult Curative regarding any advertisement, social media post, press release, or public commentary regarding the temporary trailer operation prior to publicizing or publication. 12. The temporary trailer and all intellectual property associated with such shall remain the sole and exclusive property of Curative. 13. Upon the expiration or termination of this Agreement, Curative shall at its sole cost and expense: remove all goods, belongings, and fixtures belonging to Curative; leave the Licensed Area in the condition in which it was received, reasonable wear and tear expected; and immediately restore the Property to a condition which is visually and structurally indistinguishable from the immediately surrounding area. 14. Curative shall provide daily reports to the Village concerning the public's utilization of its temporary trailer, including but not limited to total number of tests administered, total number of positive, negative, and inconclusive results. Curative shall cooperate with the Village in the collection and analysis of aggregated data concerning its operations at the Licensed Area. 15. Use of the Licensed Area and Curative's operations within the Village, shall, at a minimum: a. not adversely affect the Licensed Area or any other Village property; b) not adversely affect the property of any third parties; c) not inhibit pedestrian movement within the Licensed Area; d) not create conditions which are a threat to public safety and security; and e) not constitute a nuisance with respect to neighboring residential or commercial uses. 16. Curative shall exercise due care in the Licensed Area and shall be responsible for maintaining the Licensed Area in good condition and repair. Curative shall not act, or fail to act, in any way that results in excessive wear or damage to the Licensed Area. Curative expressly agrees to repair, replace, or otherwise restore any part or item of real or personal property that is damaged, lost or destroyed as a result of Curative's use of the Licensed Area. Should Curative fail to repair, replace, or otherwise restore such real or personal property, Curative expressly agrees to pay the Village's costs in making such repairs, replacements, or restorations. Record of Signing Curative Ryan Souders General Counsel 1SoktiSaudem Signed on 2021-10-23 00:46:47 GMT DocumentlD. 7MifNTRhYTUtNVi- SigningtD NWRmYzE:MDYtLV' Signing date. 50/25.2021 IP Address' 108 185. '8t 594 Email' ryansoudltr;0,:i:-ativo.con, concord,. Where agreements happen. Signed with www.concorcinow.com