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HomeMy Public PortalAbout2022 Third Amendment to Agreement with Curative, Inc.THIRD AMENDMENT TO REVOCABLE, NON-EXCLUSIVE LICENSE AGREEMENT BETWEEN THE VILLAGE OF KEY BISCAYNE AND CURATIVE INC. THIS THIRD AMENDMENT to the REVOCABLE, NON-EXCLUSIVE LICENSE AGREEMENT ("Third Amendment") is entered into as of the Zq `day of A- i,24 , 2022 (the "Effective Date of Third 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, on or about October 21, 2021, the Village and Curative entered into a Second Amendment to the Agreement to modify the licensed area where Curative offers its COVID-19 testing services (the "Licensed Area") and allow for the operation of a testing trailer at the Licensed Area from October 21, 2021, to April 30, 2022; and WHEREAS, pursuant to the authorization in Section 2.1. of the Agreement, the Village Manager previously authorized the extension of the Agreement for two additional six-month periods on the same terms as set forth herein upon written notice to the Curative; 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 Third 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 of Section 2.2 of the Agreement. Section 2.2 of the Agreement is deleted in its entirety and replaced as follows: The term of this Agreement shall be from the Effective Date through October 30, 2022, unless earlier terminated in accordance with Paragraph 8 of this Agreement. Additionally, the Village Manager may renew this Agreement for up to two additional six-month periods on the same terms as set forth herein upon written notice to the Curative. 3. Conflict; Amendment Prevails. In the event of any conflict or ambiguity between the terms and provisions of this Third Amendment and the terms and provisions of the Agreement, the terms and provisions of this Third Amendment shall control. 4. 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. 5. Defined Terms. All initial capitalized terms used in this Third Amendment but not otherwise defined herein shall have the same meaning ascribed thereto in the Agreement. 6. Counterparts. This Third 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 Third Amendment shall have the same force and effect as an original hereof. JTHIS SPACE INTENTIONALLY LEFT BLANK. SIGNATURE PAGE FOLLOWS.' Concord - Document ID: MWU2NWJjNDItYz 2-4 IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be executed as of the day and year first stated above. VILLAGE OF KEY BISCA.VNE By: Steven C. Williamson Village Manager Attest: By: Jocelyn B./Koch Village Clerk 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) With a copy to: With a copy to: Guta Bacelar Weiss Serota Helfman Cole & Bierman, P.L. Attn: Chad Friedman, Esq. Village of Key Biscayne Attorney 2525 Ponce de Leon Boulevard, Suite 700 (telephone) Coral Gables, FL 33134 (facsimile) cfedman@wsh-law.com (email) gutabacelar©curative nom (email) CURATIVE, INC. By: VintAili Soialma Ryan Souders Name: Title: General Counsel Addresses for Notice: curative Inc 430 South Cataract Ave. San Dimas, CA 91773 (telephone) (facsimile) contractsrg'�curative.com (email) Concord - Document ID. MWU2NWJJNDItYz 4-4 Record of Signing Curative Ryan Souders Authorized Signer RA�w1, Sadvm Signed on 2022-04-23 01:33:52 GMT 5 :uf J Gy isvf:C,.rd 'r Ducuo entili' Lh^ U2NW..i:`.i: itr. Sgn:ngID • PotzBm r2F3t �U! :C Signing date- 4123vf2z IP Address 192 Email ryensoudets ,'cal-:e.rx:.n 6 concord. Where agreements happen. Signed with vww.conc ordnow.com