HomeMy Public PortalAbout2020 Curative License AgreementPage 1 of 9
REVOCABLE, NON-EXCLUSIVE LICENSE AGREEMENT
BETWEEN
THE VILLAGE OF KEY BISCAYNE
AND
CURATIVE INC.
THIS REVOCABLE LICENSE AGREEMENT (this “Agreement”) is made effective as of the
14th day of December, 2020 (the “Effective Date”), by and between the VILLAGE OF KEY BISCAYNE,
a Florida municipal corporation, (the “Village”), and CURATIVE INC., a Delaware company authorized
to do business in Florida (hereinafter, “Curative”).
WHEREAS, on March 13, 2020, the Village declared a state of emergency due to the public health
crisis presented by the novel coronavirus (“COVID-19”); and
WHEREAS, Curative is a healthcare laboratory that has received Emergency Use Authorization
(EUA) from the United States Food and Drug Administration (FDA) for emergency use of Curative’s
product known as Curative-Korva SARS-Cov-2 Assay, which is a qualitative test for the detection of
nucleic acid from SARS-CoV-2 in oropharyngeal (throat) swab, nasopharyngeal swab, nasal swab, and oral
fluid specimens from individuals suspected of COVID-19 by their healthcare provider (the “Test”); and
WHEREAS, Curative’s Test has not been permanently FDA cleared or approved; and
WHEREAS, Curative has proposed to operate a self-service, kiosk at the Village Green for the
purpose of conducting COVID-19 testing for the general public using Curative’s Test; and
WHEREAS, the Village desires the services and expertise provided by Curative in order to provide
the public with an additional, accessible location for COVID-19 testing; and
WHEREAS, the Village desires to grant Curative a revocable, non-exclusive license to use the
Village’s property described in Exhibit A, attached hereto and incorporated herein (the “Licensed Area”)
for Curative to conduct COVID-19 testing for the public using Curative’s Test in a self-service, kiosk
provided by Curative, as contemplated herein and outlined in Exhibit B, attached hereto and incorporated
herein (the “Services”); and
WHEREAS, the Village finds that the limited use of the Licensed Area, in accordance with the
terms of this Agreement, is a benefit to the community; and
WHEREAS, the Village Manager has authorized the execution of this Agreement pursuant to the
Village’s March 13, 2020 declaration of a state of emergency and the Village’s emergency management
powers to protect the public health, safety, and welfare against the COVID-19 pandemic.
NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein,
and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Curative
and the Village agree as follows:
1. Grant of License; Non-Exclusivity; Use.
1.1. License. The Village grants to Curative a revocable, non-exclusive license to use the Licensed
Area described in Exhibit A to provide the Services as contemplated herein and outlined in Exhibit
DocuSign Envelope ID: 459EB5E3-6C8A-4F8A-9DC0-D414FD4DC428
Page 2 of 9
B. This license is personal to Curative and may not be assigned or transferred to any party without
the Village’s express, written consent. Curative shall not permit the Licensed Area to be occupied
or utilized by other organizations, entities, or persons. This authorization is not a lease or an
easement, and is not intended and shall not be construed to transfer any real property interest in
the Licensed Area or other Village property.
1.2. Non-Exclusivity. The Village designates Curative as a non-exclusive provider of COVID-19
testing at within the Village during the term of this Agreement. The Village specifically reserves
the right to contract with and grant a license to any other entity providing services similar to those
provided by Curative.
1.3. Curative, its agents, employees, invitees and guests shall have the non-exclusive right to ingress
and egress to the Licensed Area during the dates and times set forth in Exhibit B.
1.4. The Village makes the Licensed Area available to Curative in an "as is" condition. The Village
makes no representations or warranties concerning the condition of the Licensed Area or its
suitability for use by Curative, its customers, or the public, and assumes no duty to warn either
Curative, its customers, or the public concerning conditions that exist now or may arise in the
future.
1.5. In making the Licensed Area available for use by Curative, the Village assumes no liability for
loss or damage to Curative’s kiosk, equipment, supplies, or other property. Curative agrees that
the Village is not responsible for providing security at the Licensed Area, and Curative hereby
waives any claim against Village in the event Curative’s kiosk, equipment, supplies, or other
property are lost, damaged, or stolen.
2. Term; Effective Date.
2.1. The term of this Agreement shall be from the Effective Date through six months thereafter, unless
earlier terminated in accordance with Paragraph 8. 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. License Fee; Compensation; Utilities.
3.1. The Parties agree that there is no license fee associated with this Agreement.
3.2. The Parties agree that neither party shall be responsible for compensating the other party for any
payments, obligations of funds, or reimbursements for anything related to this Agreement.
3.3. The Village shall pay the cost of any utilities consumed on the Licensed Area during the period of
Curative’s use of the Licensed Area, including, but not limited to, electricity, water, and sewer and
trash collection.
4. Curative’s Responsibilities; Representations and Warranties.
4.1. Curative shall exercise the same degree of care, skill and diligence in the performance of the
Services as is ordinarily provided by a consultant under similar circumstances.
4.2. Curative hereby warrants and represents that at all times during the term of this Agreement it shall
maintain in good standing all required licenses, certifications and permits required under Federal,
State and local laws applicable to and necessary to perform the Services. Curative further warrants
DocuSign Envelope ID: 459EB5E3-6C8A-4F8A-9DC0-D414FD4DC428
Page 3 of 9
and represents that it has the required knowledge, expertise, and experience to perform the Services
and carry out its obligations under this Agreement in a professional and first-class manner.
4.3. Curative represents that is an entity validly existing and in good standing under the laws of Florida.
The execution, delivery and performance of this Agreement by Curative have been duly
authorized, and this Agreement is binding on Curative and enforceable against Curative in
accordance with its terms. No consent of any other person or entity to such execution, delivery
and performance is required.
4.4. Curative is subject to and shall operate in compliance with all relevant requirements contained in
the Health Insurance Portability and Accountability Act of 1996 (HIPAA), Public Law 104-191,
enacted August 21, 1996, and the related laws and regulations promulgated subsequent thereto.
5. Conflict of Interest.
5.1. To avoid any conflict of interest or any appearance thereof, Curative shall not, for the term of this
Agreement, provide any consulting services to any private sector entities with any current, or
foreseeable, adversarial issues in the Village.
6. Termination.
6.1. Either party to this Agreement, without cause, may terminate this Agreement upon five (5)
calendar days’ written notice to the other party, or immediately with cause.
6.2. Upon receipt of the Village's written notice of termination, Curative shall immediately terminate
its operations and use of the Licensed Area, vacate the Licensed Area within three (3) business
days of written notice of termination, and return the Licensed Area to its original condition
(excepting normal wear and tear), unless directed otherwise in writing by the Village Manager.
7. Insurance.
7.1. Curative shall secure and maintain throughout the duration of this agreement insurance of such
types and in such amounts not less than those specified below as satisfactory to Village, naming
the Village as an Additional Insured, underwritten by a firm rated A-X or better by A.M. Best and
qualified to do business in the State of Florida. The insurance coverage shall be primary insurance
with respect to the Village, its officials, employees, agents, and volunteers naming the Village as
additional insured. Any insurance maintained by the Village shall be in excess of the Curative’s
insurance and shall not contribute to the Curative’s insurance. The insurance coverages shall
include at a minimum the amounts set forth in this section and may be increased by the Village as
it deems necessary or prudent.
7.1.1. Commercial General Liability coverage with limits of liability of not less than a $1,000,000
per Occurrence combined single limit for Bodily Injury and Property Damage. This Liability
Insurance shall also include Completed Operations and Product Liability coverages and
eliminate the exclusion with respect to property under the care, custody and control of
Curative. The General Aggregate Liability limit and the Products/Completed Operations
Liability Aggregate limit shall be in the amount of $2,000,000 each.
7.1.2. Workers Compensation and Employer’s Liability insurance, to apply for all employees for
statutory limits as required by applicable State and Federal laws. The policy(ies) must include
Employer’s Liability with minimum limits of $1,000,000.00 each accident. No employee,
DocuSign Envelope ID: 459EB5E3-6C8A-4F8A-9DC0-D414FD4DC428
Page 4 of 9
subcontractor or agent of the Curative shall be allowed to provide Services pursuant to this
Agreement who is not covered by Worker’s Compensation insurance.
7.1.3. Business Automobile Liability with minimum limits of $1,000,000 per occurrence, combined
single limit for Bodily Injury and Property Damage. Coverage must be afforded on a form
no more restrictive than the latest edition of the Business Automobile Liability policy, without
restrictive endorsements, as filed by the Insurance Service Office, and must include Owned,
Hired, and Non-Owned Vehicles.
7.1.4. Professional Liability Insurance in an amount of not less than One Million Dollars
($1,000,000.00) per occurrence, single limit.
7.2. Certificate of Insurance. Certificates of Insurance shall be provided to the Village, reflecting the
Village as an Additional Insured (except with respect to Professional Liability Insurance and
Worker’s Compensation Insurance), no later than ten (10) days after award of this Agreement and
prior to the execution of this Agreement by Village and prior to commencing Services. Each
certificate shall include no less than (30) thirty-day advance written notice to Village prior to
cancellation, termination, or material alteration of said policies or insurance. The Curative shall
be responsible for assuring that the insurance certificates required by this Section remain in full
force and effect for the duration of this Agreement, including any extensions or renewals that may
be granted by the Village. The Certificates of Insurance shall not only name the types of policy(ies)
provided, but also shall refer specifically to this Agreement and shall state that such insurance is
as required by this Agreement. The Village reserves the right to inspect and return a certified copy
of such policies, upon written request by the Village. If a policy is due to expire, renewal
Certificates of Insurance shall be furnished thirty (30) calendar days prior to the date of their policy
expiration. Each policy certificate shall be endorsed with a provision that not less than thirty (30)
calendar days’ written notice shall be provided to the Village before any policy or coverage is
cancelled or restricted. Acceptance of the Certificate(s) is subject to approval of the Village.
7.3. Additional Insured. Except with respect to Professional Liability Insurance and Worker’s
Compensation Insurance, the Village is to be specifically included as an Additional Insured for
the liability of the Village resulting from Services performed by or on behalf of the Curative in
performance of this Agreement. Curative’s insurance, including that applicable to the Village as
an Additional Insured, shall apply on a primary basis and any other insurance maintained by the
Village shall be in excess of and shall not contribute to Curative’s insurance. Curative’s insurance
shall contain a severability of interest provision providing that, except with respect to the total
limits of liability, the insurance shall apply to each Insured or Additional Insured (for applicable
policies) in the same manner as if separate policies had been issued to each.
7.4. Deductibles. All deductibles or self-insured retentions must be declared to and be reasonably
approved by the Village. Curative shall be responsible for the payment of any deductible or self-
insured retentions in the event of any claim.
7.5. The provisions of this section shall survive termination of this Agreement.
8. Nondiscrimination. Curative shall not discriminate against any of its employees or applicants for
employment because of their race, color, religion, sex, or national origin, and will abide by all Federal
and State laws regarding nondiscrimination.
9. Attorneys’ Fees; Waiver of Jury Trial.
DocuSign Envelope ID: 459EB5E3-6C8A-4F8A-9DC0-D414FD4DC428
Page 5 of 9
9.1. In the event of any litigation arising out of this Agreement, the prevailing party shall be entitled to
recover its attorneys’ fees and costs, including the fees and expenses of any paralegals, law clerks
and legal assistants, and including fees and expenses charged for representation at both the trial
and appellate levels.
9.2. IN THE EVENT OF ANY LITIGATION ARISING OUT OF THIS AGREEMENT, EACH
PARTY HEREBY KNOWINGLY, IRREVOCABLY, VOLUNTARILY AND
INTENTIONALLY WAIVES ITS RIGHT TO TRIAL BY JURY.
10. Indemnification.
10.1. Curative shall indemnify and hold harmless the Village, its officers, agents and employees,
from and against any and all demands, claims, losses, suits, liabilities, causes of action, judgment
or damages, arising from Curative’s performance or non-performance of any provision of this
Agreement, including, but not limited to, liabilities arising from contracts between the Curative
and third parties made pursuant to this Agreement and/or Curative’s use of the Licensed Area.
Curative shall reimburse the Village forits expenses including reasonable attorneys’ fees and costs
incurred in and about the defense of any such claim or investigation and for any judgment or
damages arising from Curative’s performance or non-performance of this Agreement or Curative’s
use of the Licensed Area.
10.2. Nothing herein is intended to serve as a waiver of sovereign immunity by the Village nor
shall anything included herein be construed as consent to be sued by third parties in any matter
arising out of this Agreement or any other contract. The Village is subject to section 768.28,
Florida Statutes, as may be amended from time to time.
10.3. Curative agrees to indemnify, defend, and hold harmless the Village for any sums the State
or Federal government contends or determines Curative used in violation of State or Federal law.
Curative shall immediately return to Village any funds Village or any responsible State or Federal
agency, including the Department of Treasury, determines Curative has used in a manner that is
inconsistent with this Agreement or State or Federal law.
10.4. The provisions of this section shall survive termination of this Agreement.
11. Notices/Authorized Representatives. Any notices required by this Agreement shall be in writing and
shall be deemed to have been properly given if transmitted by hand-delivery, by registered or certified
mail with postage prepaid return receipt requested, or by a private postal service, addressed to the
parties (or their successors) at the addresses listed on the signature page of this Agreement or such other
address as the party may have designated by proper notice.
12. Governing Law and Venue. This Agreement shall be construed in accordance with and governed by
the laws of the State of Florida. Venue for any proceedings arising out of this Agreement shall be proper
exclusively in Miami-Dade County, Florida.
13. Entire Agreement; Modification; Amendment.
13.1. This writing contains the entire Agreement of the parties and supersedes any prior oral or
written representations. No representations were made or relied upon by either party, other than
those that are expressly set forth herein.
DocuSign Envelope ID: 459EB5E3-6C8A-4F8A-9DC0-D414FD4DC428
Page 6 of 9
13.2. No agent, employee, or other representative of either party is empowered to modify or
amend the terms of this Agreement, unless executed with the same formality as this document.
14. Public Records; Ownership and Access to Records; Audits.
14.1. Curative understands that the public shall have access, at all reasonable times, to all
documents and information pertinent to this Agreement, subject to the provisions of Chapter 119,
Florida Statutes, and agrees to allow access by the Village and the public to all documents subject
to disclosure under applicable law. For purposes of this section, the term: (a) “Curative” means
an individual, partnership, corporation, or business entity that enters into a contract for services
with a public agency and is acting on behalf of the public agency as provided under s. 119.011(2);
and (b) “Public agency” means a state, county, district, authority, or municipal officer, or
department, division, board, bureau, commission, or other separate unit of government created or
established by law.
14.2. In addition to other contract requirements provided by law, Curative shall comply with
public records laws, specifically to: (a) Keep and maintain public records that ordinarily and
necessarily would be required by the public agency in order to perform the service; (b) Provide
the public with access to public records on the same terms and conditions that the public agency
would provide the records and at a cost that does not exceed the cost provided in this chapter or as
otherwise provided by law; (c) Ensure that public records that are exempt or confidential and
exempt from public records disclosure requirements are not disclosed except as authorized by law;
and (d) Meet all requirements for retaining public records and transfer, at no cost, to the public
agency all public records in possession of Curative upon termination of the contract and destroy
any duplicate public records that are exempt or confidential and exempt from public records
disclosure requirements. All records stored electronically must be provided to the public agency
in a format that is compatible with the information technology systems of the public agency.
14.3. Curative agrees to keep and maintain public records in Curative’s possession or control in
connection with Curative’s performance under this Agreement. The Village Manager or her
designee shall, during the term of this Agreement and for a period of three (3) years from the date
of termination of this Agreement, have access to and the right to examine and audit any records of
the Curative involving transactions related to this Agreement. Curative additionally agrees to
comply specifically with the provisions of Section 119.0701, Florida Statutes. Curative shall
ensure that public records that are exempt or confidential and exempt from public records
disclosure requirements are not disclosed, except as authorized by law, for the duration of the
Agreement, and following completion of the Agreement until the records are transferred to the
Village.
14.4. Upon request from the Village’s custodian of public records, Curative shall provide the
Village with a copy of the requested records or allow the records to be inspected or copied within
a reasonable time at a cost that does not exceed the cost provided by Chapter 119, Florida Statutes,
or as otherwise provided by law.
14.5. Unless otherwise provided by law, any and all records, including but not limited to reports,
surveys, and other data and documents provided or created in connection with this Agreement are
and shall remain the property of the Village.
14.6. Upon completion of this Agreement or in the event of termination by either party, any and
all public records relating to the Agreement in the possession of the Curative shall be delivered by
the Curative to the Village Manager, at no cost to the Village, within seven (7) days. All such
records, stored electronically by Curative shall be delivered to the Village in a format that is
DocuSign Envelope ID: 459EB5E3-6C8A-4F8A-9DC0-D414FD4DC428
Page 7 of 9
compatible with the Village’s information technology systems. Once the public records have been
delivered upon completion or termination of this Agreement, the Curative shall destroy any and
all duplicate public records that are exempt or confidential and exempt from public records
disclosure requirements.
14.7. Curative’s failure or refusal to comply with the provisions of this section shall result in the
immediate termination of this Agreement by the Village.
14.8. Notice Pursuant to Section 119.0701(2)(a), Florida Statutes. IF
THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR’S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS AGREEEMENT, CONTACT THE
CUSTODIAN OF PUBLIC RECORDS: JOCELYN B. KOCH, 88
WEST MCINTYRE STREET, KEY BISCAYNE, FL 33149,
TELEPHONE NUMBER: 305-365-5506, EMAIL:
JKOCH@KEYBISCAYNE.FL.GOV.
15. Nonassignability. This Agreement shall not be assignable by Curative unless such assignment is first
approved by the Village Manager. The Village is relying upon the apparent qualifications and expertise
of Curative, and such firm’s familiarity with the Village’s area, circumstances and desires.
16. Severability. If any term or provision of this Agreement shall to any extent be held invalid or
unenforceable, the remainder of this Agreement shall not be affected thereby, and each remaining term
and provision of this Agreement shall be valid and be enforceable to the fullest extent permitted by law.
17. Independent Contractor. Curative and its employees, volunteers and agents shall be and remain an
independent contractor and not an agent or employee of the Village with respect to all of the acts and
services performed by and under the terms of this Agreement. This Agreement shall not in any way be
construed to create a partnership, association or any other kind of joint undertaking, enterprise or
venture between the parties.
18. Compliance with Laws. Curative shall comply with all applicable laws, ordinances, rules, regulations,
and lawful orders of public authorities in its use of the Licensed Area and in carrying out Services under
this Agreement, and in particular shall obtain all required permits from all jurisdictional agencies to
perform the Services under this Agreement at its own expense.
19. Waiver. The failure of either party to this Agreement to object to or to take affirmative action with
respect to any conduct of the other which is in violation of the terms of this Agreement shall not be
construed as a waiver of the violation or breach, or of any future violation, breach or wrongful conduct.
20. Survival of Provisions. Any terms or conditions of either this Agreement that require acts beyond the
date of the term of the Agreement, shall survive termination of the Agreement, shall remain in full force
and effect unless and until the terms or conditions are completed and shall be fully enforceable by either
party.
21. Prohibition of Contingency Fees. Curative warrants that it has not employed or retained any company
or person, other than a bona fide employee working solely for Curative, to solicit or secure this
Agreement, and that it has not paid or agreed to pay any person(s), company, corporation, individual
DocuSign Envelope ID: 459EB5E3-6C8A-4F8A-9DC0-D414FD4DC428
Page 8 of 9
or firm, other than a bona fide employee working solely for Curative, any fee, commission, percentage,
gift, or any other consideration, contingent upon or resulting from the award or making of this
Agreement.
22. Public Entity Crimes Affidavit. Curative shall comply with Section 287.133, Florida Statutes (Public
Entity Crimes Statute), notification of which is hereby incorporated herein by reference, including
execution of any required affidavit.
23. Counterparts. This Agreement may be executed in several counterparts, each of which shall be
deemed an original and such counterparts shall constitute one and the same instrument.
24. Conflicts. In the event of a conflict between the terms of this Agreement and any exhibits or
attachments hereto, the terms of this Agreement shall control.
25. Most Favored Nation. If during the term of this Agreement, Curative enters into an agreement with
another municipality or county (“Other Governmental Entity”), the terms of which agreement include
direct or indirect compensation to the Other Governmental Entity, then upon written request of the
Village, Curative shall negotiate and enter into a new agreement with Curative which shall include the
more favorable compensation terms extended to the Other Governmental Entity. Curative shall notify
the Village within 30 days if it enters into an agreement with any other, Other Governmental Entity that
has more favorable terms than this Agreement and the Village shall have the right to receive the more
favorable terms immediately.
26. No Third Party Beneficiaries. Neither Party intends to directly or substantially benefit a third party
by this Agreement. Therefore, the Parties agree that there are no third-party beneficiaries to this
Agreement and that no third party shall be entitled to assert a claim against either of them based upon
this Agreement.
27. Miscellaneous.
27.1. The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to
the benefit of the Parties and their respective legal representatives, successors, and assigns.
27.2. The Village cannot, and hereby specifically does not, waive or relinquish any of its
regulatory approval or enforcement rights and obligations as it may relate to regulations of general
applicability which may govern the Licensed Area or any operations at the Licensed Area.
Nothing herein shall be deemed to create an affirmative duty of Village to abrogate its sovereign
right to exercise its police powers and governmental powers by approving or disapproving or
taking any other action in accordance with its ordinances, rules and regulations, federal laws and
regulations and state laws and regulations.
27.3. Curative hereby assumes all financial, administrative and legal responsibility in connection
with, related to, or arising out of the use of the Licensed Area.
[Remainder of page intentionally left blank. Signature pages follow.]
DocuSign Envelope ID: 459EB5E3-6C8A-4F8A-9DC0-D414FD4DC428
Page 9 of 9
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year as first stated
above.
VILLAGE OF KEY BISCAYNE
By:
Andrea Agha
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:
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
cfriedman@wsh-law.com (email)
CURATIVE INC.
By:
Tami Wilson-Ciranna
Chief Financial Officer
Approved as to form and legal sufficiency:
By:
Scott L. Levitt, Esq.
Levitt Law, A Professional Corporation
Addresses for Notice:
Curative Inc.
Attn: Agatha Bacelar Stephens
430 S. Cataract Avenue
San Dimas, CA 91773-2902
(telephone)
agatha@curative.com (email)
With a copy to:
Curative Inc.
Attn: Tami Wilson-Ciranna, Chief Financial Officer
430 S. Cataract Avenue
San Dimas, CA 91773-2902
(telephone)
(email)
Curative Inc.
Attn: Frederick Turner, Chief Executive Officer
1600 Adams Drive, Suite 105
Menlo Park, CA 94025
(telephone)
(email)
Curative Inc.
c/o C T Corporation System, Registered Agent
1200 South Pine Island Road
Plantation, FL 33324
DocuSign Envelope ID: 459EB5E3-6C8A-4F8A-9DC0-D414FD4DC428
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:
[SEE ATTACHED MAP/IMAGE REFLECTING LICENSED AREA]
DocuSign Envelope ID: 459EB5E3-6C8A-4F8A-9DC0-D414FD4DC428
DocuSign Envelope ID: 459EB5E3-6C8A-4F8A-9DC0-D414FD4DC428
EXHIBIT B
Curative is a healthcare laboratory that has received Emergency Use Authorization (EUA) from the United
States Food and Drug Administration (FDA) for emergency use of Curative’s product known as Curative-
Korva SARS-Cov-2 Assay, which is a qualitative test for the detection of nucleic acid from SARS-CoV-2
in oropharyngeal (throat) swab, nasopharyngeal swab, nasal swab, and oral fluid specimens from
individuals suspected of COVID-19 by their healthcare provider (the “Test”). Curative’s Test has not been
FDA cleared or approved.
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 kiosk placed at the Licensed Area, as further outlined herein (the “Services”).
1. Curative shall only operate one 10-foot by 10-foot kiosk within the Licensed Area. The Village
shall have final authority over the location of Curative’s kiosk.
2. Curative’s kiosk 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 kiosk owned or operated
by Curative or the provision of the Services.
3. Curative shall operate the kiosk on the following days: December 15, 2020 – June 30, 2021. The
kiosk 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 kiosk and equipment are to be confined within the kiosk 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 kiosk 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 kiosk, 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 kiosk operation
prior to publicizing or publication.
12. The kiosk 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
DocuSign Envelope ID: 459EB5E3-6C8A-4F8A-9DC0-D414FD4DC428
Property to a condition which is visually and structurally indistinguishable from the immediately
surrounding area.
14. Curative shall provide regular weekly reports as such are generated and become available, to the
Village concerning the public’s utilization of its kiosk, 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.
DocuSign Envelope ID: 459EB5E3-6C8A-4F8A-9DC0-D414FD4DC428