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Conditions at Accident Site:
Instrument Conditions
Condition of Light:
Observation Facility, Elevation:
Distance from Accident Site:
Observation Time:
Direction from Accident Site:
Lowest Cloud Condition:
Visibility
Lowest Ceiling:
Visibility (RVR):
Wind Speed/Gusts:
/
Turbulence Type Forecast/Actual:
/
Wind Direction:
Turbulence Severity Forecast/Actual:
/
Altimeter Setting:
Temperature/Dew Point:
Precipitation and Obscuration:
Departure Point:
Type of Flight Plan Filed:
Unknown
Destination:
Jaleg, UN
Type of Clearance:
Departure Time:
Type of Airspace: | Weather Conditions, Flight Plan | Accident Details |
KEY TERMS
The terms of the notes being offered are as follows:
Issuer: The Goldman Sachs Group, Inc. Face Amount: USD 240,000,000
Denomination: USD 1,000,000 Type of Note: Zero coupon note Specified Currency: U.S. dollars (“USD”) Trade Date: March 9, 2018 Original Issue Date: March 28, 2018 ISIN Code: XS1610700681 Common Code: 161070068 Valoren Number: Not applicable
Stated Maturity Date: March 28, 2048, subject to the Business Day Convention and subject to optional early redemption, as described under “Additional Redemption Rights at the Option of the Issuer” below
Original Issue Price: 100% of the Face Amount
Net Proceeds to Issuer: 99.90%1
Amount Payable at Maturity: 392.685019% of the Face Amount outstanding on the Stated Maturity Date Yield to Maturity: 4.665% per annum, compounded annually
Accreted Value: (1) As of any date prior to the Stated Maturity Date, an amount equal to the sum of (A) the Original Issue Price of your note and (B) the portion of
292.685019% of the Face Amount of your note which shall have been accreted from the Original Issue Price on a daily basis and compounded annually, beginning on March 28, 2019, up to and including the Stated Maturity Date, at the rate of 4.665% per annum from the Original Issue Date, computed on the basis of a 360-day year consisting of twelve 30-day calendar months; and (2) as of any date on or after the Stated
1 The Lead Manager and the Co-Managers will receive a fee of
0.10% of the Face Amount of the notes in connection with the sale of the notes. See “Additional Information About the Plan of Distribution” below.
Maturity Date, 392.685019% of the Face Amount of your note outstanding on the Stated Maturity Date
Interest Rate: Not applicable Day Count Fraction: Not applicable
Redemption payments will be
Calculation Basis:
calculated on a per denomination basis
Additional Redemption Rights at the Option of the
Issuer: On each Early Redemption Date listed below, the Issuer has the right to redeem the notes in whole but not in part at a price equal to the product of (i) the Face Amount outstanding on such Early Redemption Date, multiplied by (ii) the relevant Early Redemption Amount listed below which corresponds to such Early Redemption Date; provided that, if an originally scheduled Early Redemption Date is not a Business Day, such Early Redemption Date shall be postponed to the next day that is a Business Day. In the event of a redemption, notice will be given to Euroclear Bank SA/NV and Clearstream Banking, société anonyme, no fewer than five (5) Business Days prior to the relevant Early Redemption Date:
Early Redemption Date
Early Redemption Amount
March 28, 2023
125.605133%
March 28, 2024
131.464613%
March 28, 2025
137.597437%
March 28, 2026
144.016357%
March 28, 2027
150.734721%
March 28, 2028
157.766495%
March 28, 2029
165.126302%
March 28, 2030
172.829444%
March 28, 2031
180.891938%
March 28, 2032
189.330547%
March 28, 2033
198.162817%
March 28, 2034
207.407112%
March 28, 2035
217.082654%
March 28, 2036
227.209560%
March 28, 2037
237.808886%
March 28, 2038
248.902670%
March 28, 2039
260.513980%
March 28, 2040
272.666957%
March 28, 2041
285.386870%
March 28, 2042
298.700168%
March 28, 2043
312.634531%
March 28, 2044
327.218932%
March 28, 2045
342.483695%
March 28, 2046
358.460559%
March 28, 2047
375.182744%
Repurchase at the Holder’s Option: Not applicable
Repayment upon Event of Default: 100% of the Accreted Value as of the date of acceleration Business Days: The relevant Business Days are Taipei, London and New York; see “Description of the Program — Features Common to All Notes — Business Days” in the Offering Circular Business Day Convention: Following; see “Description of the Program — Features Common to All Notes — Business Day Conventions” in the Offering Circular Final BDC Procedure: Applicable; see “Description of the Program — Features Common to All Notes — Business Day Conventions” in the Offering Circular Form of Notes: Registered global notes only, registered in the name of a nominee for a common depositary for Euroclear and Clearstream, Luxembourg; see “Description of the Program — Form, Exchange, Registration and Transfer” in the Offering Circular
Intended to Be Held in a Manner Which Would Allow Eurosystem Eligibility: No
Clearing: Euroclear Bank SA/NV and Clearstream Banking, société anonyme
Gross-up and Call in the Case of Tax Law Changes:
The Issuer will not gross up any payments due on the notes and will not compensate the Holder for any amount that may be withheld or due because of tax law changes with regard to withholding tax or certain reporting requirements nor, therefore, will the right of the Issuer to redeem the notes arising from the payment of additional amounts be applicable; see “Description of the Program — Payment of Additional Amounts” and “— Redemption and Repayment” in the Offering Circular
Calculation Agent: Goldman Sachs International, London, UK
Lead Manager: Goldman Sachs (Asia) L.L.C., Taipei Branch
Co-Managers: Cathay United Bank Co., Ltd., E.SUN Commercial Bank, Ltd., KGI Securities Co. Ltd., MasterLink Securities Corporation, SinoPac Securities Corporation and Taipei Fubon Commercial Bank Co., Ltd.
Listing and Admission to Trading: Application will be made by the Issuer to the Taipei Exchange in the Republic of China (the “TPEx”) for the listing and trading of the notes on the TPEx. TPEx is not responsible for the content of this document and the Offering Circular and no representation is made by the TPEx to the accuracy or completeness of this document and the Offering Circular. TPEx expressly disclaims any and all liability for any losses arising from, or as a result of the reliance on, all or part of the contents of this document and the Offering Circular. Admission to the listing and trading of the notes on the TPEx shall not be taken as an indication of the merits of the Issuer or the notes. The effective date of the listing of the notes is on or about the Original Issue Date.
We have the right to redeem your notes, in whole but not in part, on each early redemption date at a price equal to the product of (i) the face amount outstanding on such early redemption date, multiplied by (ii) the relevant early redemption amount listed above which corresponds to such early redemption date, as set forth in the table above under “Additional Redemption Rights at the Option of the Issuer”.
Your investment in your note involves risks. In particular, assuming no changes in market conditions or our creditworthiness and other relevant factors, the value of your note on the date of this Pricing Supplement (as determined by reference to pricing models used by Goldman Sachs and taking into account our credit spreads) may be significantly less than the original issue price. We encourage you to read “Risk Factors” on page 10 of the Offering Circular and “Additional Investment Considerations Specific to Your Note” below, so that you may better understand those risks.
If interest rates increase, in most cases, the market value of the notes will decrease and if you sell the notes prior to maturity you will receive less than the accreted value of the notes.
Any offered notes sold by the Issuer to dealers may be resold by such dealers in negotiated transactions or otherwise at varying prices determined at the time of sale, which prices may be different from the original issue price. The Lead Manager and the Co-Managers will receive a fee of 0.10% of the face amount of the notes in connection with the sales of the notes. See “Additional Information About the Plan of Distribution” below.
This Pricing Supplement should be read in conjunction with the Offering Circular and all documents incorporated by reference therein, and you should base your investment decision on a consideration of this Pricing Supplement and the Offering Circular and all documents incorporated by reference therein, as a whole only.
The notes have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold in the United States or to U.S. persons (as those terms are defined in Regulation S under the Securities Act) unless an exemption from the registration requirements of the Securities Act is available. See "Notice to Investors" below. This Pricing Supplement is not for use in, and may not be delivered to or inside, the United States.
The notes are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of, or guaranteed by, a bank.
To the extent permitted by the law and regulations of the Republic of China (“R.O.C.” or “Taiwan”), Goldman Sachs International or other affiliates of The Goldman Sachs Group, Inc. may use th | Key Terms of Note Offering | Key Terms |
Termination. This agreement shall continue in force and effect until May 31, 2025 and shall be automatically renewed for successive one-year terms annually thereafter unless notice of non-renewal is given by the Company or the Client before the end of the term. Company shall have the right to modify, reject, or terminate any SOW and any related work in process with five days written notice to Client. In the event Company terminates the SOW prior to completion of Services, the Client shall pay Company the fees due under the SOW with respect to Services completed as of the date of termination. Payment for completed work will be deducted from the deposit. Company will retain the non-refundable 50% of the Deposit and return any unearned portion exceeding 50% of the Deposit. Any amount due for services performed by Company above the deposit will be billed to Client and Client shall promptly pay. | Renewal & Termination | Termination Conditions |
59. Modifications Requested By Lender | Modification and Authorization | Modification and Authorization |
(B) This Agreement gives Licensee limited rights to use the Software and Related Materials described below and imposes upon Licensee certain obligations to protect the Software and Related Materials from unauthorized use, reproduction, distribution or publication. | License Rights & Obligations | License Agreement |
01. in any one occurrence, at the following Building(s) numbered: | Building Number | Building Numbers |
In the event that the Premises are not surrendered at the end of the Lease term, Tenant shall indemnify and save Landlord harmless against all costs, claims, loss, or liability resulting from delay by Tenant in so surrendering the Premises, including, without limitation, any claims made by any succeeding tenant founded on such delay.
Additionally, the parties recognize and agree that other damage to Landlord resulting from any failure by Tenant to timely surrender the Premises will be substantial, will exceed the amount of monthly rent theretofore payable hereunder, and will be impossible of accurate measurement. Tenant therefore agrees that if possession of the Premises is not surrendered to Landlord within one (1) day after the date of the expiration or sooner termination of the term of this Lease, then Tenant will pay Landlord as liquidated damages for each month and for each portion of any month during which Lessee holds over in the Premises after the expiration of the term of this Lease, a sum equal to one and one-half (1.5) times the average rent and additional rent which was payable per month under this Lease during the last six months of the term thereof, which sum Tenant agrees to pay to Landlord upon demand, in full, without set-off or deduction, and which sum Tenant agrees is fair and reasonable and does not constitute a penalty. (“Holdover Use and Occupancy”). | Holdover Indemnification | Surrender of Premises |
2.1 Onsite visits will be charged on a daily basis (minimum 8 hours).
2.2 Time and expenses will be charged based on actuals unless otherwise described in an Order Form or accompanying SOW.
2.3 All work will be executed during regular working hours Monday-Friday 0800-1900. For work outside of these hours on weekdays, Company will charge one hundred percent (100%) of the regular hourly rate and two hundred percent (200%) for Saturdays, Sundays and public holidays applicable to Company.
2.4 If scheduled onsite visits are cancelled less than ten (10) working days in advance of the scheduled date, Company is entitled to charge fifty percent (50%) of the expected revenue associated with this onsite activity as compensation. | Onsite Visit Charges | Time and Expenses |
Tenant shall, at its sole cost and expense, keep the sidewalk in front of the Premises 18 inches into the street from the curb clean free of garbage, waste, refuse, excess water, snow, and ice and Tenant shall pay, as additional rent, any fine, cost, or expense caused by Tenant's failure to do so. In the event Tenant operates a sidewalk café, Tenant shall, at its sole cost and expense, maintain, repair, and replace as necessary, the sidewalk in front of the Premises and the metal trapdoor leading to the basement of the Premises, if any. Tenant shall post warning signs and cones on all sides of any side door when in use and attach a safety bar across any such door at all times when open.
In no event shall Tenant use, or permit to be used, the space adjacent to or any other space outside of the Premises, for display, sale or any other similar undertaking; except [1] in the event of a legal and licensed “street fair” type program or [2] if the local zoning, Community Board [if applicable] and other municipal laws, rules and regulations, allow for sidewalk café use and, if such I s the case, said operation shall be in strict accordance with all of the aforesaid requirements and conditions. . In no event shall Tenant use, or permit to be used, any advertising medium and/or loud speaker and/or sound amplifier and/or radio or television broadcast which may be heard outside of the Premises or which does not comply with the reasonable rules and regulations of Landlord which then will be in effect. | Sidewalk Maintenance and Use | Legal and Licensing Requirements |
To the extent not otherwise provided herein, and excluding statutory and/or common law negligence of or willful action by Landlord, its agents, servants and/or employees, Tenant shall defend, indemnify and save harmless Landlord and its agents and employees against and from all liabilities, obligations damages, penalties, claims, costs, charges and expenses, including reasonable attorney’s fees, which may be imposed upon or incurred by or asserted against Landlord and/or its agents by reason of any of the following occurring during the term: (a) anything done in, on or about the Premises or any part thereof by or at the instance of Tenant, its agents, contractors, subcontractors, servants, employees, licensees, or invitees; (b) any negligence or otherwise wrongful act or omission on the part of Tenant or any of its agents, contractors, subcontractors, servants, employees, licensees, or invitees; (c) any accident, injury, or damage to any person or property occurring in, on or about the Premises or any part thereof; (d) any failure on the part of Tenant or any Licensee to perform or comply with any of the covenants, agreements, terms, provisions, conditions or limitations contained in this Agreement on its part to be performed or complied with. In case any action or proceeding is brought against Landlord by reason
of any such claim, Tenant upon written notice from Landlord shall, at Tenant’s sole cost and expense, oppose or defend such action or proceeding by counsel approved by Landlord in writing, which approval Landlord shall not unreasonably withhold. | Tenant Indemnification | Tenant Indemnification |
The Limits of Insurance, Coverage Period and Coverage Radius shown in the left column are included in the coverage form and apply unless a revised Limit of Insurance, Coverage Period, Coverage Radius or Not Covered is shown under the column on the right. The Limits of Insurance apply in any one occurrence unless otherwise stated.
LIMITS OF
REVISED LIMITS
INSURANCE, COVERAGE
OF INSURANCE,
PERIOD OR COVERAGE
COVERAGE PERIOD OR
RADIUS
COVERAGE RADIUS
Business Income from Dependent Property
At Premises Within the Coverage Territory
$100,000
At Premises Outside of the Coverage Territory
$100,000
Civil Authority
Coverage Period
30 days
Coverage Radius
100 miles
Claim Data Expense
$25,000
Contract Penalties
$25,000
Extended Business Income
Coverage Period
180 days
Fungus, Wet Rot or Dry Rot – Amended Period of Restoration
Coverage Period
30 days
Green Building Alternatives – Increased Period of Restoration
Coverage Period
30 days
Ingress or Egress
$25,000
Coverage Radius
1 mile
Newly Acquired Locations
$500,000
Ordinance or Law - Increased Period of Restoration
$250,000
Pollutant Cleanup and Removal – Annual Aggregate
$25,000
Transit Business Income
$25,000
Undescribed Premises
$25,000
Causes of Loss – Earthquake – aggregate in any one policy year, for all losses covered under the Causes of Loss – Earthquake endorsement, commencing with the inception date of this policy:
AGGREGATE LIMITS OF
INSURANCE
01. Applies at the following Building(s) numbered:
02-19
$5,000,000
If more than one Annual Aggregate Limit applies in any one occurrence, the most we will pay is the highest involved Annual Aggregate Limit. The most we will pay during each annual period is the highest of the Annual Aggregate Limits shown. | Business Income Coverage Limits | Limits of Insurance, Coverage Period and Cover |
Theft Damage to Rented Property | Theft Damage to Rented Property | Theft Damage to Rented Property |
Tenant’s Alterations may be performed only from Monday through Friday and only during the hours from 9:00 A.M. to 5:00 P.M. and at no other times. | Alterations Hours Restriction | Alterations and Construction Hours |
To the extent not otherwise provided herein, and excluding statutory and/or common law negligence of or willful action by Landlord, its agents, servants and/or employees, Tenant shall defend, indemnify and save harmless Landlord and its agents and employees against and from all liabilities, obligations damages, penalties, claims, costs, charges and expenses, including reasonable attorney’s fees, which may be imposed upon or incurred by or asserted against Landlord and/or its agents by reason of any of the following occurring during the term: (a) anything done in, on or about the Premises or any part thereof by or at the instance of Tenant, its agents, contractors, subcontractors, servants, employees, licensees, or invitees; (b) any negligence or otherwise wrongful act or omission on the part of Tenant or any of its agents, contractors, subcontractors, servants, employees, licensees, or invitees; (c) any accident, injury, or damage to any person or property occurring in, on or about the Premises or any part thereof; (d) any failure on the part of Tenant or any Licensee to perform or comply with any of the covenants, agreements, terms, provisions, conditions or limitations contained in this Agreement on its part to be performed or complied with. In case any action or proceeding is brought against Landlord by reason | Tenant Indemnification | Indemnification Clause |
All of the furnishings, fixtures, equipment, effects and property of every kind, nature and description of Tenant in the Premises and all persons claiming by, through or under Tenant which, during the continuance of this Agreement or any occupancy of the Premises by Tenant shall be at the sole risk and hazard of Tenant, and if the whole or any part thereof shall be injured, destroyed, or damaged by fire, water or otherwise, or by the leakage or bursting of water pipes, steam pipes, or other pipes, or by theft or from any other cause, no part of said loss or damage is to be charged to or borne by Landlord, except for intentional acts or negligence of Landlord.
All, HVAC, and lighting fixtures installed by Tenant in the Premises shall be deemed
fixtures. | Tenant Property Risk | Building and Premises Description |
Broadened Definition of Bodily Injury | Bodily Injury Definition | Broadened Definition of Bodily Injury |
Tenant covenants and agrees that Tenant shall, as its sole responsibility, and at Tenant's sole cost and expense, comply at all times with all Requirements governing the use, generation, storage, treatment and/or disposal of any "Hazardous Materials" (as defined below), the presence of which results from or in connection with the act or omission of Tenant or Persons Within Tenant's Control or the breach of this Lease by Tenant or Persons Within Tenant's Control. The term Hazardous Materials shall mean any biologically or chemically active or other toxic or hazardous wastes, pollutants or substances, including, without limitation, asbestos, PCBs, petroleum products and by-products, substances defined or listed as "hazardous substances" or "toxic substances" or similarly identified in or pursuant to the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq., and as hazardous wastes under the Resource Conservation and Recovery Act, 42 U.S.C. 6010 et seq., any chemical substance or mixture regulated under the Toxic Substance Control Act of 1976, as amended, 15 U.S.C. 2601, et seq., any "toxic pollutant" under the Clean Water Act, 33 U.S.C. §466 et seq., as amended, any hazardous air pollutant under the Clean Air Act, 42 U.S.C. 7401 et seq., hazardous materials identified in or pursuant to the Hazardous Materials Transportation Act, 49 U.S.C. §1802, et seq., and any hazardous or toxic substances or pollutant regulated under any other Requirements. Tenant shall agree to execute, from time to time, at Landlord's request, affidavits, representations and the like concerning Tenant's best knowledge and belief regarding the presence of Hazardous Materials in, on, under or about the demised Premises or the Building. Tenant shall indemnify and hold harmless all Indemnitees from and against any loss, cost, damage, liability or expense (including attorneys' fees and disbursements) arising by reason of any clean up, removal, remediation, detoxification action or any other activity required or recommended of any Indemnities by any Governmental Authority by reason of the presence in or about the Building or the demised Premises of any Hazardous Materials, as a result of or in connection with the act or omission of Tenant or Persons within Tenant's Control or the breach of this Lease by Tenant or Persons within Tenant's Control. The foregoing covenants and indemnity shall survive the expiration or any termination of this Lease. | Hazardous Materials Compliance | Tenant's Environmental Requirements |
In no event shall the annual fixed rent under this Lease be reduced by virtue of this Article
41. The computations under this Article 41 are intended to constitute a formula for an agreed rental escalation and do not necessarily constitute an actual reimbursement to Landlord for costs or expenses paid by Landlord with respect to the building. | Fixed Rent Unaffected | Florida Statutes Compliance |
59. Modifications Requested By Lender
If, in connection with obtaining financing or refinancing for the Building of which the Premises form a part, a banking, insurance or other institutional lender shall request reasonable modifications to this Lease as a condition to such financing or refinancing, Tenant shall not unreasonably withhold or delay its consent thereto, provided such modifications do not materially adversely affect the Leasehold interest hereunder or increase Tenant's obligations hereunder, except to the extent that Tenant may be required to give notices of any defaults by Landlord to such lender or permit the curing of such defaults by such lender together with the granting of such additional time for such curing as may be required for such lender to get possession of the Building. In no event shall a requirement that the consent of any such lender be given for any modification of this Lease or for any assignment or sublease be deemed to materially adversely affect the Leasehold interest hereby created. | Lender Modification Consent | Modifications Requested By Lender |
Hourly Deductible
24
Rental Option
MERCANTILE
Risk Type
INCLUDING RENTAL
Theft Coverage
YES
Extended Period
Maximum Period
NO
Monthly Limit
N/A
Agreed Value
NO
Coinsurance
80
Business Income ALS
NO
Earthquake Coverage
NO
Causes of Loss - Special Form
Building 2 - BILLBOARDS AND
SIGNS - NOT ON
Class Code
1185
Construction Type
FRAME
Year Built
2021
Stories
1
Property Interest
OWNER OCCUPIED
Total Area
1
Protection Class
1
Sprinklered
NO
Burglar Alarm
NO | Insurance Coverage Details | Casualty Damage and Restoration |
(a) Their Federal Highway Administration permit is valid and is in full force and effect, not having been rescinded or affected in any way and Carrier has obtained and maintained all other licenses, permits and authorizations and approvals of whatever kind and nature applicable to Carrier and for the transportation services
provided hereunder.
(b) All applicable federal, state and local laws and regulations or orders have been and will be strictly complied with, including, without limitation, (i) no commingling of Commodities with any hazardous substances or poisons as defined by the U. S. Department of Transportation, Environmental Protection Agency, Federal Drug Administration, or any other federal, state, or local governmental agency or municipality, and (ii) compliance with the requirements of the Sanitary Food Transportation Act of 1990, as may be amended from time to | Permits and Compliance | US Compliance |
AGGREGATE LIMITS OF
INSURANCE
01. Applies at the following Building(s) numbered:
07-13,18
$1,000,000
02. Applies at the following Building(s) numbered:
02-06,14-15
$2,500,000
03. Applies at the following Building(s) numbered:
16-17,19
$5,000,000
If more than one Annual Aggregate Limit applies in any one occurrence, the most we will pay is the highest involved Annual Aggregate Limit. The most we will pay during each annual period is the highest of the Annual Aggregate Limits shown.
EXCESS OF LOSS LIMITATION APPLIES – See Causes of Loss – Broad Form Flood endorsement.
Causes of Loss – Equipment Breakdown
The insurance provided for loss or damage caused by or resulting from Equipment Breakdown is included in, and does not increase the Covered Property, Business Income, Extra Expense, and/or other coverage Limits of Insurance that otherwise apply under this Coverage Part. | Aggregate Limits of Insurance | Flood Insurance |
Location:
Jagel, Germany
Accident Number:
DEN08WA037
Date & Time:
11/28/2007, 1800 UTC
Registration:
N141CD
Aircraft:
Cirrus Design Corp. SR-20
Aircraft Damage:
Substantial
Defining Event:
Injuries:
1 Fatal
Flight Conducted Under:
Part 91: General Aviation - Ferry
On November 28,, 2007, at 1800 UTC, a Cirrus Design Corporation SR-20, N141CD, serial number 1032, while on approach for landing at Jaleg, Schleswig-Holsteinschen, Germany, struck power lines and subsequently impacted terrain. The airplane was destroyed and the private pilot, the sole person on board the airplane, was fatally injured. Instrument meteorological conditions prevailed at the time of the accident. The cross-country ferry flight originated in the Netherlands and was en route to Sylt, Germany.
This investigation is under the jurisdiction and control of the German government. Any further information may be obtained from:
German Federal Bureau of Aircraft Accidents Investigation Bundesstelle fur Flugenfallensuchung (BFU)
Herman-Blenk Strasse 16 38108 Braunschweig | Fatal Accident in Germany | Accident Details |
Money Orders and Counterfeit Paper Currency: | Money Orders and Counterfeit Currency | Money Orders and Counterfeit Paper Currency |
(a) The term “Gross Revenue” shall mean all of Tenant’s revenue related to the Premises, whether received directly or indirectly through an affiliated or related entity, whether for cash, credit, by gift certificate redeemed, or other consideration (other consideration to be determined at fair market value and include reward points and barter exchanges, and vending machines, but excluding (a) any write-offs, bad debts, (b) any costs for items other than for use of the Premises which are passed on to licensees of the Premises (“Licensees”), such as parking, telephone, and printing fees, (c) any sums collected and paid out for sales or excise tax imposed by any governmental authority, and (d) the amount of any cash or credit refund made upon any transaction included in Gross Revenue. | Definition of Gross Revenue | Gross Revenue |
Certificate:
Age:
Airplane Rating(s):
Seat Occupied:
Other Aircraft Rating(s):
Restraint Used:
Instrument Rating(s):
Second Pilot Present:
Instructor Rating(s):
Toxicology Performed:
Medical Certification:
Last FAA Medical Exam:
Occupational Pilot:
Last Flight Review or Equivalent:
Flight Time: | Pilot Certificate Details | Certificate Details |
or to such other address or to the attention of such other person as hereafter shall be designated in writing by the applicable party sent in accordance herewith. Any such notice or communication shall be deemed to have been given either at the time of personal delivery or, in the case of delivery service or certified or registered mail, as of the date of deposit or delivery to the United States Mail or expedited delivery service in the manner provided herein, or in the case of facsimile, upon receipt. Either party hereto may change the address for notice specified above by | Notice of Change of Address | Modification of Notice Details |
Coverage and amendments
DESCRIPTION
FORM NUMBER
TEXAS CHANGES
CG 01 03 06 06
EXCLUSION - DISCRIMINATION
CG D1 42 02 19
AMEND-NON CUMULATION OF EACH OCC
CG D2 03 12 97
FUNGI OR BACTERIA EXCLUSION
CG D2 43 01 02
ADD'L INSURED-MORTGAGEE,ASSIGNEE,
CG D3 25 01 04
TOTAL AGGR LIMIT & DESIG LOC AGGR LIMIT
CG D3 74 02 19
AMEND CONTRAC LIAB EXCL-EXC TO NAMED INS
CG D4 21 07 08
XTEND ENDORSEMENT FOR SERVICE INDUSTRIES
CG D4 67 02 19
EXCL-VIOLATION OF CONSUMER FIN PROT LAWS
CG D6 18 10 11
TX CHANGES-EMPL-RELATED PRACTICES EXCL
CG F2 68 02 19
COMM'L GENERAL LIABILITY DEC
CG T0 01 11 03
DECLARATIONS PREMIUM SCHEDULE
CG T0 07 09 87
KEY TO DECLARATIONS PREMIUM SCHEDULE
CG T0 08 11 03
EMPLOYEE BENEFITS LIAB COV PART DEC
CG T0 09 09 93
TABLE OF CONTENTS - COM GEN LIAB COV
CG T0 34 02 19
EMPLOYEE BENEFITS LIAB TABLE OF CONTENTS
CG T0 43 01 16
COMMERCIAL GENERAL LIABILITY COV FORM
CG T1 00 02 19
EMPLOYEE BENEFITS LIABILITY COV FORM
CG T1 01 01 16 | Commercial Insurance Forms | Commercial Insurance Forms |
If Tenant timely disputes Landlord’s Determination and Landlord and Tenant fail to agree as to the Fair Market Minimum Annual Rent (and, accordingly, the Rent payable by Tenant during the subject Renewal Term) within thirty (30) days after the giving of Tenant’s Notice, then the Fair Market Minimum Annual Rent shall be determined as follows: A licensed real estate appraiser (the “Appraiser”) shall be selected and paid for jointly by Landlord and Tenant. If Landlord and Tenant are unable to agree upon the Appraiser, then the same shall be designated by the American Arbitration Association (“AAA”). The Appraiser selected by the parties or designated by the AAA shall have at least ten (10) years’ experience in the appraisal of retail space in Manhattan, NY. Landlord and Tenant shall each submit to the Appraiser and to the other its determination of the Fair Market Minimum Annual Rent. The parties shall instruct the Appraiser to (A) conduct the hearings and investigations that he or she deems appropriate, and
(B) choose either Landlord's determination or Tenant's determination submitted to the Appraiser as the better estimate of Fair Market Minimum Annual Rent, being the determination which is closer to the Fair Market Minimum Annual Rent determined by the Appraiser using the definition set forth in this Article 72, within thirty (30) days after the date that the Appraiser is designated. The Appraiser's aforesaid choice shall be conclusive and binding upon Landlord and Tenant. Each party shall pay its own counsel fees and expenses, if any, in connection with the procedure described herein, and fifty (50%) percent of any AAA fees and fees of the Appraiser. Either Landlord or Tenant shall have the right to submit to the Appraiser any material in support of its determination of Fair Market Minimum Annual Rent within ten (10) business days of the date of the selection of the Appraiser. After a determination has been made of the Fair Market Minimum Annual Rent, the parties shall execute and deliver a lease amendment memorializing the extension of the Term as described in this Article 72 and setting forth the Rent payable by Tenant during the Renewal Term, but the failure to so execute and deliver any such instrument shall not affect the determination of Fair Market Minimum Annual Rent (and, accordingly, the Rent payable during the Renewal Term).
(iii) If Tenant timely disputes Landlord’s Determination and if the final determination of the Fair Market Minimum Annual Rent shall not be made on or before the first day of the subject Renewal Term then, pending such final determination, Tenant shall pay, as Rent for the subject Renewal Term, an amount equal to Landlord’s Determination. If, based upon the final determination of the Fair Market Minimum Annual Rent, the Rent payments made by Tenant for such portion of the subject Renewal Term were (i) less than they should have been, then Tenant shall pay to Landlord the amount of such deficiency within ten (10) business days after demand therefor, or (ii) greater than they should have been, then Landlord shall credit the amount of such excess against installments of Rent next coming due.
Time shall be of the essence with respect to all obligations under this Article 72.
73. Quiet Enjoyment | Determining Fair Market Rent | Appraiser Selection |
(j) flea market, bingo or other game hall or meeting room; | Games | Exclusive Use and No Solicitation |
Theft, Disappearance and Destruction: Outside Premises | Theft Outside Premises | Theft, Disappearance and Destruction |
In granting its consent to any Tenant's Alterations as defined in this Article, Landlord may impose such reasonable conditions (including completion, payment, restoration and if Tenant's Alterations are reasonably expected to cost in excess of $25,000, a requirement that Tenant either post a bond to insure the completion of and payment for Tenant's Alterations or furnish Landlord with other financial security reasonably satisfactory to Landlord to assure Landlord that Tenant’s Alterations will be completed lien free) as Landlord may reasonably require. In no event shall Landlord be required to consent to any Tenant's Alterations which would physically affect any part of the Building outside of the Premises or would adversely affect the proper functioning of the mechanical, electrical, sanitary or other service systems of the Building. At the time Tenant requests Landlord's written consent to Tenant’s Alterations, Tenant shall deliver to Landlord detailed plans and specifications therefor. Tenant shall pay to Landlord any reasonable fees or expenses in connection with Tenant's Alterations incurred by Landlord in connection with Landlord's submitting such plans and specifications, if it so chooses, to an architect or engineer selected by Landlord for review or examination. Tenant shall pay to Landlord the minimum sum of $750.00 to reimburse Landlord for the administrative costs of initial review and processing of proposed Tenant’s Alterations plans and specifications, in each instance; and if, in connection therewith, Landlord incurs expenses in excess of said $750.00 amount, then Tenant shall pay Landlord the amount of such excess fees as additional rent within ten (10) days of Landlord’s submission to Tenant of bills for same. Landlord's approval of any plans or specifications does not relieve Tenant from the responsibility for the legal sufficiency and technical competency thereof. Before commencement of any Tenant’s Alterations, (a) Tenant shall obtain the necessary consents, authorizations and licenses from all federal, state and/or municipal authorities having jurisdiction over such work, and (b) Tenant shall provide Landlord with a bond insuring Landlord against non-payment for any work to be performed by Tenant or furnish Landlord with other financial security reasonably satisfactory to Landlord to assure Landlord that Tenant’s Alterations will be completed lien free. Notwithstanding the foregoing, solely in connection with Tenant’s Initial Alterations (defined below), Tenant shall not be required to pay Landlord or its designee for Landlord’s review of Tenant’s Initial Alterations plans or Landlord’s supervision, if any, or any other Landlord out-of-pocket cost of Tenant’s Initial Alterations or post a bond to insure the completion of and payment for Tenant's Alterations. “Initial Alterations” shall refer to the alterations made to the Premises by Tenant as part of, and as approved by Landlord as, Tenant’s initial build-out of the Premises prior to commencement of operations by Tenant. Landlord consents to Tenant’s Initial Alterations described on annexed Exhibit D. Tenant agrees to indemnify and save Landlord harmless from and against any and all bills for labor performed and equipment, fixtures and materials furnished to Tenant and applicable sales taxes thereon as required by New York law and from and against any and all liens, bills or claims therefor or against the Premises or the Building and from and against all losses, damages, costs, expenses, suits, and claims whatsoever in connection with Tenant’s Alterations.
Tenant, at its expense, shall cause any Tenant’s Alterations consented to by Landlord to be performed in compliance with all applicable requirements of insurance bodies having jurisdiction and in such manner as not to interfere with, delay or impose any additional expense upon the Landlord in the maintenance or operation of the Building. | Tenant Alterations Conditions | Lien Exculpation |
Important Notice Regarding Compensation Disclosure
For information about how InsuranceA compensates independent agents, brokers, or other insurance producers, please visit this website: | Agent Compensation Disclosure | Compensation Disclosure |
This report is for informational purposes only and contains only information released by, or obtained from, the BFU of Germany. | Report Description | German BFU Report |
License Fee. In consideration for the granting of the license of the Software and Related Materials to Licensee, Licensee hereby agrees to pay to Licensor a license fee in the amount of $30,000 (the ‘Initial License Fee’) upon delivery of the Software to Licensee. Licensee shall also pay to Licensor all sales, excise and other taxes thereon and upon any other amounts payable by Licensee to Licensor pursuant to this Agreement. | License Fee | License Fee |
RIDER TO LEASE
The provisions of this rider are hereby incorporated into and made a part of the Lease dated as of October 15, 2021 between BIRCH STREET, LLC, having an address at c/o Birch Palace, 6 Grace Avenue Suite 200, Great Neck, New York 11021 ("Landlord"), and Trutone Lane LLC, having an address at 4 Pearl Street, New York, New York 10012 ("Tenant") of Premises known as the ground floor space and lower level space, as per floor plan annexed hereto and made a part hereof as Exhibit A (“Premises”) at 4 Pearl Street, New York, New York 10012 in the City of New York, Borough of Manhattan, to which this rider is annexed. If there is any conflict between the provisions of this rider and the remainder of this Lease, the provisions of this rider shall govern.
40. Rent
Tenant covenants to pay to Landlord as a net minimum rent (the "fixed rent") during the term of this Lease for the Premises as follows:
FIXED RENT:
TERM
YEAR
PERIOD
MONTHLY
RENT
ANNUAL
RENT
First
3/15/21 To 2/28/23
$26,000.00
$312,000.00
Second
3/01/23 To 2/28/24
$26,000.00
$312,000.00
Third
3/01/24 To 2/28/25
$26,000.00
$312,000.00
Fourth
3/01/25 To 2/28/26
$26,780.00
$321,360.00
Fifth
3/01/26 To 2/28/27
$27,583.40
$331,000.80
Sixth
3/01/27 To 2/28/28
$28,410.90
$340,930.80
Seventh
3/01/28 To 2/28/29
$29,263.23
$351,158.76
Eighth
3/01/29 To 2/28/30
$30,141.13
$361,693.56
Ninth
3/01/30 To 2/28/31
$31,045.36
$372,544.32
Tenth
3/01/31 To 3/31/32
$31,976.72
$383,720.64
The fixed rent shall be payable in advance on the first day of each calendar month commencing five months following the Commencement Date (the “Rent Commencement Date’) . Provided Tenant is not in default under any term of this Lease Tenant shall receive a rent credit for (i)) one-half of the monthly fixed rent due ($13,000.00) for the sixth month following the Commencement Date; (ii) one- half of the monthly fixed rent due ($13,000.00) for the seventh month following the Commencement Date;
(iii) one-half of the monthly fixed rent due ($13,000.00) for the eighteenth month following the Commencement Date; and (iv) one-half of the monthly fixed rent due ($13,000.00) for the nineteenth month following the Commencement Date.
At execution of this Lease, Tenant shall pay to Landlord by separate bank checks (i) the amount of $26,000.00 toward fixed rent for for the seventh month following the Commencement Date and
(ii) the amount of $78,000.00 representing the security deposit.
Tenant also covenants to pay, from time to time as provided in this Lease, as additional rent: all other amounts and obligations which Tenant assumes or agrees to pay under this Lease; a “Late Charge” equal to five percent (5%) of the overdue payment of any item of fixed or additional rent not paid within ten (10) days after the date when due (or, if a demand therefor is required by the provisions of this Lease, within ten (10) days after the date of such demand), which Late Charge shall be payable as additional rent. In the event of any failure on the part of Tenant to pay any additional rent, Landlord shall have all the rights, powers and remedies provided for in this Lease, at law, in equity or otherwise, in the case of nonpayment of fixed rent. Nothing herein shall be construed to extend the due dates of Tenant's payments under this Lease, or to waive any rights or remedies of Landlord in the event of Tenant's late payment. Tenant's obligations to pay fixed rent and additional rent shall survive the expiration of the Lease term or earlier termination of this Lease.
The provisions of this Article are in addition to all other rights or remedies available to Landlord for nonpayment of fixed rent or additional rent under this Lease and at law and in equity. Tenant further agrees that the Late Charge imposed is fair and reasonable, complies with all laws, regulations and statutes, and constitutes an agreement between Landlord and Tenant as to the estimated compensation for costs and administrative expenses incurred by Landlord due to the late payment of rent to Landlord by Tenant. Tenant further agrees that the Late Charge assessed pursuant to this Lease is not interest and the Late Charge assessed does not constitute a lender or borrower/creditor relationship between Landlord and Tenant or a penalty of any kind. It is understood that said late charge is directly related to Landlord’s actual costs and expenses incurred as a result of late payment.
All fixed rent and additional rent (collectively hereinafter referred to as "rent") shall be paid in such coin or currency (or, subject to collection, by good check payable in such coin or currency) of the United States of America as at the time shall be legal tender for the payment of public and private debts, at the office of Landlord as set forth above, or at such place and to such person as Landlord from time to time may designate.
All rent shall be paid to Landlord without notice, demand, counterclaim, setoff, deduction or defense, and nothing shall suspend, defer, diminish, abate, or reduce any rent, except as otherwise specifically provided in this Lease or by law.
Tenant shall make all rental payments in full. Payment or receipt of a rental payment of less than the amount stated in this Lease shall be deemed to be nothing more than partial payment on account. Under no circumstances shall Landlord’s acceptance of a partial payment constitute accord and satisfaction. Nor will Landlord’s acceptance of a partial payment forfeit Landlord’s right to collect the balance due on the account, together with applicable late charges and interest despite any endorsement, stipulation, or other statement on any check.
Landlord may accept any partial payment check with any conditional endorsement without prejudice to its right to recover the balance remaining due, or to pursue any other remedy available under this Lease, law or equity.
Landlord in its sole discretion may allocate without prejudice any payment in whole or in part to any due item of fixed rent, additional rent and/or any other charges or to any combination thereof.
If Landlord commences any action or proceeding against Tenant, or if Landlord is required to defend any action or proceeding commenced by Tenant, in connection with this lease or the Premises, and Landlord shall be the prevailing party in any such action for proceeding, Landlord shall be entitled to recover from Tenant in such action or proceeding, or a subsequently commenced action or proceeding, Landlord's reasonable attorneys' fees, costs and disbursements and all applicable interest thereon at the statutory rate incurred in connection with such action or proceeding and any appeals, including but not limited to fees on fees incurred to collect said monies.
Landlord’s failure during the Lease term to prepare and deliver any of the statements, notices, or bills for rent and/or additional rent or Landlord’s failure to make a demand, shall not in any way cause Landlord to forfeit or surrender its rights to collect any of the items of rent and/or additional rent that may have become due during the term of this Lease. Tenant’s liability for all such amounts due under this Lease shall survive the expiration of the Term. Nevertheless, any sums due under the Lease must be claimed within two years of when due or within one year from expiration of the Lease.
40A. Term of Lease
The term of this Lease shall commence on October 15, 2018 ( the Commencement Date”) and shall end, unless sooner terminated as hereinafter provided, on the la s t day of th e ca l e n d a r mo n t h in w h ic h t h e d a y f o llo w in g t h e t e n ( 1 0 ) year anniversary of the Re n t Commencement Date (as defined in Article 40 of this Lease) occurs (the "Expiration Date") (from the Commencement Date to the Expiration Date being the "Initial Term", as may be extended pursuant to and in accordance with Section 72 hereof.
41. Escalations
Tenant shall pay, during the term of this Lease, the additional rent provided for in this Article 41. As used herein, the following terms shall have the meanings set forth below:
“Taxes” shall mean the total of all real estate taxes and assessments and special assessments imposed, payable and paid upon the Premises described as the land and building in which the Premises are located including, without limitation, vault taxes, rents or charges, imposed by any Governmental Authority, of which the demised Premises forms a part. If at any time during the term of this Lease the methods of taxation prevailing at the commencement of the term hereof shall be altered so that in lieu of or as a substitute for the whole or any part of the taxes, assessments, levies, impositions of charges now levied, assessed or imposed on the real estate and the improvements thereon, there shall be levied, assessed or imposed (i) a tax, assessment, levy imposition or charge wholly or partially as capital levy or otherwise on the rents received therefrom, or (ii) a tax assessment levy upon the Building, Land Improvements or the Premises and imposed upon Landlord, or (iii) a license fee measured by the rents payable, or the part thereof so measured or based shall be deemed to be included within the term "Taxes" for the purposes hereof.
"Escalation Year" shall mean each twelve month period or portion thereof, ending on June 30, occurring within the term of this Lease.
"Base Year" shall mean the twelve month period ending on June 30, 2022.
"Base Year Taxes" shall mean the Taxes for the Base Year.
The "building" shall mean the land and the building of which the demised Premises forms a part. "Tenant's Share" shall mean 35%.
Tenant shall pay to Landlord, as additional rent, an amount equal to Tenant's Share of the amount by which Taxes for any | Lease Rider | Fixed Rent |
7. INSURANCE.
7.1 Tenant's Insurance. Tenant shall obtain and keep in full force and effect the following insurance coverages: | Tenant's Insurance | Tenant's Insurance |
Aircraft and Owner/Operator Information
Aircraft Make:
Cirrus Design Corp.
Registration:
N141CD
Model/Series:
SR-20
Aircraft Category:
Airplane
Year of Manufacture:
Amateur Built:
No
Airworthiness Certificate:
Serial Number:
Landing Gear Type:
Seats:
Date/Type of Last Inspection:
Certified Max Gross Wt.:
Time Since Last Inspection:
Engines:
Airframe Total Time:
Engine Manufacturer:
ELT:
Engine Model/Series:
Registered Owner:
Rated Power:
Operator:
Operating Certificate(s) Held:
None | Aircraft Details | Insurance Coverage Details |
EXHIBIT C –Temporary Certificate of Occupancy EXHIBIT D – Tenant’s Signage | Exhibits | Permitted Use |
MUTUAL NON-DISCLOSURE AGREEMENT
This Mutual Non-Disclosure Agreement (this “Agreement”) is entered into and made effective as of April 4, 2018 between Docugami Inc., a Delaware corporation, whose address is 150 Lake Street South, Suite 221, Kirkland, Washington 98033, and Caleb Divine, an individual, whose address is 1201 Rt 300, Newburgh NY 12550.
The above named parties desire to engage in discussions regarding a potential agreement or other transaction between the parties (the “Purpose”). In connection with such discussions, it may be necessary for the parties to disclose to each other certain confidential information or materials to enable them to evaluate whether to enter into such agreement or transaction.
In consideration of the foregoing, the parties agree as follows:
1. Confidential Information. For purposes of this Agreement, “Confidential Information” means any information or materials disclosed by one party to the other party that: (i) if disclosed in writing or in the form of tangible materials, is marked “confidential” or “proprietary” at the time of such disclosure; (ii) if disclosed orally or by visual presentation, is identified as “confidential” or “proprietary” at the time of such disclosure, and is summarized in a writing sent by the disclosing party to the receiving party within thirty (30) days after any such disclosure; or (iii) due to its nature or the circumstances of its disclosure, a person exercising reasonable business judgment would understand to be confidential or proprietary.
2. Obligations and Restrictions. Each party agrees: (i) to maintain the other party's Confidential Information in strict confidence; (ii) not to disclose such Confidential Information to any third party; and (iii) not to use such Confidential Information for any purpose except for the Purpose. Each party may disclose the other party’s Confidential Information to its employees and consultants who have a bona fide need to know such Confidential Information for the Purpose, but solely to the extent necessary to pursue the Purpose and for no other purpose; provided, that each such employee and consultant first executes a written agreement (or is otherwise already bound by a written agreement) that contains use and nondisclosure restrictions at least as protective of the other party’s Confidential Information as those set forth in this Agreement.
3. Exceptions. The obligations and restrictions in Section 2 will not apply to any information or materials that:
(i) were, at the date of disclosure, or have subsequently become, generally known or available to the public through no act or failure to act by the receiving party;
(ii) were rightfully known by the receiving party prior to receiving such information or materials from the disclosing party;
(iii) are rightfully acquired by the receiving party from a third party who has the right to disclose such information or materials without breach of any confidentiality obligation to the disclosing party;
4. Compelled Disclosure. Nothing in this Agreement will be deemed to restrict a party from disclosing the other party’s Confidential Information to the extent required by any order, subpoena, law, statute or regulation; provided, that the party required to make such a disclosure uses reasonable efforts to give the other party reasonable advance notice of such required disclosure in order to enable the other party to prevent or limit such disclosure.
5. Return of Confidential Information. Upon the completion or abandonment of the Purpose, and in any event upon the disclosing party’s request, the receiving party will promptly return to the disclosing party all tangible items and embodiments containing or consisting of the disclosing party’s Confidential Information and all copies thereof (including electronic copies), and any notes, analyses, compilations, studies, interpretations, memoranda or other documents (regardless of the form thereof) prepared by or on behalf of the receiving party that contain or are based upon the disclosing party’s Confidential Information.
6. No Obligations. Each party retains the right to determine whether to disclose any Confidential Information to the other party.
7. No Warranty. ALL CONFIDENTIAL INFORMATION IS PROVIDED BY THE DISCLOSING PARTY “AS IS”.
8. Term. This Agreement will remain in effect for a period of seven (7) years from the date of last disclosure of Confidential Information by either party, at which time it will terminate.
9. Equitable Relief. Each party acknowledges that the unauthorized use or disclosure of the disclosing party’s Confidential Information may cause the disclosing party to incur irreparable harm and significant damages, the degree of which may be difficult to ascertain. Accordingly, each party agrees that the disclosing party will have the right to seek immediate equitable relief to enjoin any unauthorized use or disclosure of its Confidential Information, in addition to any other rights and remedies that it may have at law or otherwise.
10. Non-compete. To the maximum extent permitted by applicable law, during the Term of this Agreement and for a period of one (1) year thereafter, Caleb Divine may not market software products or do business that directly or indirectly competes with Docugami software products.
11. Miscellaneous. This Agreement will be governed and construed in accordance with the laws of the State of Washington, excluding its body of law controlling conflict of laws. This Agreement is the complete and exclusive understanding and agreement between the parties regarding the subject matter of this Agreement and supersedes all prior agreements, understandings and communications, oral or written, between the parties regarding the subject matter of this Agreement. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, that provision of this Agreement will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect. Neither party may assign this Agreement, in whole or in part, by operation of law or otherwise, without the other party’s prior written consent, and any attempted assignment without such consent will be void. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. | Non-Disclosure Agreement | Confidentiality of Arbitration Agreement |
The nature of any conditions present at the time of the physical examination and any preexisting conditions will be documented. | Preexisting Condition Documentation | Examination Findings |
Available coverages for non-profit organizations include Employment Practices Liability, Insured Person and Organization Liability and Fiduciary Liability.
Note that Insurance1 also offers separate options for some management lines via endorsements to your general liability policy. Your Insurance1 agent will be happy to discuss your options with you. | Non-Profit Insurance Options | Endorsement Options |
41. The computations under this Article 41 are intended to constitute a formula for an agreed rental escalation and do not necessarily constitute an actual reimbursement to Landlord for costs or expenses paid by Landlord with respect to the building. | Rental Escalation Formula | Building Cost Escalation |
Coverages and limits of insurance – described premises | Insurance Coverages and Limits | Coverage Options |
Tenant shall not record this Lease or any Memorandum thereof. A breach of this provision shall be a breach of a substantial obligation of this Lease which, at Landlord’s option, shall be a default of this Lease. | No Recording of Lease | No Recordation |
40A. Term of Lease
The term of this Lease shall commence on October 15, 2018 ( the Commencement Date”) and shall end, unless sooner terminated as hereinafter provided, on the la s t day of th e ca l e n d a r mo n t h in w h ic h t h e d a y f o llo w in g t h e t e n ( 1 0 ) year anniversary of the Re n t Commencement Date (as defined in Article 40 of this Lease) occurs (the "Expiration Date") (from the Commencement Date to the Expiration Date being the "Initial Term", as may be extended pursuant to and in accordance with Section 72 hereof.
41. Escalations
Tenant shall pay, during the term of this Lease, the additional rent provided for in this Article 41. As used herein, the following terms shall have the meanings set forth below:
“Taxes” shall mean the total of all real estate taxes and assessments and special assessments imposed, payable and paid upon the Premises described as the land and building in which the Premises are located including, without limitation, vault taxes, rents or charges, imposed by any Governmental Authority, of which the demised Premises forms a part. If at any time during the term of this Lease the methods of taxation prevailing at the commencement of the term hereof shall be altered so that in lieu of or as a substitute for the whole or any part of the taxes, assessments, levies, impositions of charges now levied, assessed or imposed on the real estate and the improvements thereon, there shall be levied, assessed or imposed (i) a tax, assessment, levy imposition or charge wholly or partially as capital levy or otherwise on the rents received therefrom, or (ii) a tax assessment levy upon the Building, Land Improvements or the Premises and imposed upon Landlord, or (iii) a license fee measured by the rents payable, or the part thereof so measured or based shall be deemed to be included within the term "Taxes" for the purposes hereof.
"Escalation Year" shall mean each twelve month period or portion thereof, ending on June 30, occurring within the term of this Lease.
"Base Year" shall mean the twelve month period ending on June 30, 2022.
"Base Year Taxes" shall mean the Taxes for the Base Year.
The "building" shall mean the land and the building of which the demised Premises forms a part. "Tenant's Share" shall mean 35%.
Tenant shall pay to Landlord, as additional rent, an amount equal to Tenant's Share of the amount by which Taxes for any Escalation Year during the term of this Lease exceed the Base Year Taxes.
Landlord shall submit to Tenant a statement setting forth the computation of the amount of such excess Taxes and Tenant's Share of each thereof including copies of applicable tax bills. Tenant shall pay Tenant's Share of such excess amount of Taxes within ten days after the rendition of such statement which shall separately calculate Tenant’s Share, however, the payment of Tenant's Share shall not be due earlier than 10 days before the corresponding Taxes are due to the taxing authority.
In no event shall the annual fixed rent under this Lease be reduced by virtue of this Article
41. The computations under this Article 41 are intended to constitute a formula for an agreed rental escalation and do not necessarily constitute an actual reimbursement to Landlord for costs or expenses paid by Landlord with respect to the building.
Upon the date of the expiration of the Lease term or earlier termination of this Lease, a proportionate share of the additional rent payable under this Article 41 for the Escalation Year during which such expiration or termination occurs shall immediately become due and payable by Tenant to Landlord. Said proportionate share shall be based on the length of time that the term of this Lease shall be within such Escalation Year. Promptly after such expiration or termination, Landlord shall compute the additional rent due from Tenant, as aforesaid, which computation shall be an estimate based upon the most recent annual statements theretofore furnished by Landlord to Tenant. Upon written request by Tenant, Landlord shall cause a final statement showing the computation of the actual additional rent due from Tenant for that Escalation Year to be prepared and furnished to Tenant, whereupon any appropriate adjustments of
amount owed to Landlord shall be made. The obligations of Tenant to pay additional rent as provided for herein shall survive the expiration of the Lease term or earlier termination of this Lease. If Tenant continues in possession of the Premises after the expiration of the Lease term or earlier termination of this Lease, as a month to month tenant or otherwise, the provisions of this Article 41 shall continue in full force and effect for so long as Tenant remains in possession of the Premises.
The additional rent provided for herein shall be collectible by Landlord in the same manner as the regular installments of fixed rent due under this Lease. Notwithstanding anything set forth elsewhere in this Article or elsewhere in this Lease, no delay or failure by Landlord in preparing or delivering any statement or demand for any additional rent, including but not limited to the statements and/or demands provided for in this Article, shall constitute a waiver of, or impair Landlord's rights to collect, such additional rent.
The billing statements provided by Landlord for the charges due pursuant to this Article 41 shall constitute a final determination as between Landlord and Tenant of the additional rent for the periods represented thereby, unless Tenant within thirty days after they have been furnished shall give a written notice to Landlord that Tenant disputes their accuracy or appropriateness, which written notice shall specify the particular respects in which the statement is inaccurate or inappropriate. Pending the resolution of such dispute, Tenant shall pay the additional rent to Landlord in accordance with the statements furnished by Landlord.
In addition to Taxes as set forth above, Tenant shall pay within ten (10) days after invoice therefor,including copies of applicable bill, an amount equal to Tenant's Share of the amount by which any charges imposed by any Business Improvement District on the Premises or any Escalation Year during the term of this Lease exceed Business Improvement District Charges in the Base Year.
42. Use of Premises
Tenant covenants that Tenant shall use and occupy the Premises solely as a first class high quality café, coffee shop, and restaurant with full table service for all day breakfast, lunch and dinner and other uses incidental thereto, including the sale of liquor with the required license, and for no other purpose unless approved in writing by Landlord at all times. Tenant shall not have the right to operate its business in the Premises except between the hours of 7:00 A.M. through 2:00 A.M.
Tenant shall not knowingly use or occupy or permit the Premises to be used or occupied, nor do or permit anything to be done in or on the Premises, in any manner which in any way will violate any rules and regulations of governmental authorities, any certificate of occupancy affecting the Premises, or make void or voidable any insurance then in force with respect to the Premises. In the event that any governmental authority shall contend or declare by notice of violation or order, or otherwise, that the Premises are being used in a manner in violation of any law, rule or regulation or in violation of any certificate of occupancy, Tenant, within ten days after written notice shall discontinue such use of the Premises, and failure to discontinue such use shall constitute a material default by Tenant hereunder. The statement in this Lease of the nature of Tenant's business shall not be deemed or construed to constitute a representation or warranty by Landlord that such business may be conducted in the Premises or is lawful or permissible under any certificate of occupancy issued for the building.
Tenant shall as its sole responsibility, and at Tenant's sole cost and expense, take all action, including making any required alterations necessary to comply with all Requirements (including, but not limited to, applicable terms of the Americans With Disabilities Act of 1990 (the "ADA"), as modified and supplemented from time to time, which shall impose any violation, order or duty upon Landlord or Tenant arising from, or in connection with, the Premises, Tenant's occupancy, use or manner of use of the Premises (including, without limitation, any occupancy, use or manner of use that constitutes a "place of public accommodation" under the ADA), or any installations in the Premises, or required by reason of a breach of any of Tenant's covenants or agreements under this Lease, whether or not such Requirements shall now be in effect or hereafter enacted or issued, and whether or not any work required shall be ordinary or extraordinary or foreseen or unforeseen at the date hereof.
Tenant covenants and agrees that Tenant shall, as its sole responsibility, and at Tenant's sole cost and expense, comply at all times with all Requirements governing the use, generation, storage, treatment and/or disposal of any "Hazardous Materials" (as defined below), the presence of which results from or in connection with the act or omission of Tenant or Persons Within Tenant's Control or the breach of this Lease by Tenant or Persons Within Tenant's Control. The term Hazardous Materials shall mean any biologically or chemically active or other toxic or hazardous wastes, pollutants or substances, including, without limitation, asbestos, PCBs, petroleum products and by-products, substances defined or listed as "hazardous substances" or "toxic substances" or similarly identified in or pursuant to the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq., and as hazardous wastes under the Resource Conse | Lease Terms | Tax Escalation |
Patient's Dad died of liver cirrhosis at age 57, mom died of heart attack at age 60. She has 6 siblings who most died of cardiac disease. There is no family history of cancer. | Family History of Cardiac Disease | Cause of Death |
42C. Store Front Maintenance
Tenant agrees to wash the storefront, including the bulkhead and security gate, from the top to the ground, monthly or more often as Landlord reasonably requests and make all repairs and replacements as and when deemed necessary by Landlord, to all windows and plate and other glass in or about the Premises and the security gate, if any. In case of any default by Tenant in maintaining the storefront as herein provided, Landlord may do so at its own expense and bill the cost thereof to Tenant as additional rent. | Storefront Maintenance | Store Front Maintenance |
Deluxe property coverage form - additional coverages & coverage extensions
The Limits of Insurance shown in the left column are included in the coverage form and apply unless a Revised Limit of Insurance or Not Covered is shown in the Revised Limits of Insurance column on the right. The Limits of Insurance apply in any one occurrence unless otherwise stated.
LIMITS OF INSURANCE
REVISED LIMITS OF INSURANCE
Accounts Receivable:
At all described premises
$50,000
In transit or at all undescribed premises
$25,000
Appurtenant Buildings and Structures
$100,000
Claim Data Expense
$25,000
Covered Leasehold Interest – Undamaged Improvements & Betterments
Lesser of Your Business Personal Property limit or:
$100,000
Debris Removal (additional amount)
$250,000
Deferred Payments
$25,000
Duplicate Electronic Data Processing Data and Media
$50,000
Electronic Data Processing Data and Media
At all described premises
$50,000
Employee Tools
In any one occurrence
$25,000
Any one item
$2,500
Expediting Expenses
$25,000
Extra Expense
$25,000
Fine Arts
At all described premises
$50,000
In transit
$25,000
Fire Department Service Charge
Included*
Fire Protective Equipment Discharge
Included*
Green Building Alternatives – Increased Cost
Percentage 1%
Maximum amount – each building
$100,000
Green Building Reengineering and Recertification Expense
$25,000
Limited Coverage for Fungus, Wet Rot or
Dry Rot – Annual Aggregate
$25,000
Loss of Master Key
$25,000
Newly Constructed or Acquired Property:
Buildings - each
$2,000,000
Personal Property at each premises
$1,000,000
• means included in applicable Covered Property Limit of Insurance
Deluxe property coverage form - additional coverages & coverage extensions
LIMITS OF INSURANCE
REVISED LIMITS OF INSURANCE
Non-Owned Detached Trailers
$25,000
Ordinance or Law Coverage
$250,000
$1,000,000
Outdoor Property
$25,000
Any one tree, shrub or plant
$2,500
Outside Signs
At all described premises
$100,000
At all undescribed premises
$5,000
Personal Effects
$25,000
Personal Property At Premises Outside of the Coverage Territory
$50,000
Personal Property In Transit Outside of the Coverage Territory
$25,000
Pollutant Cleanup and Removal – Annual Aggregate
$100,000
Preservation of Property
Expenses to move and temporarily store property
$250,000
Direct loss or damage to moved property
Included*
Reward Coverage
25% of covered loss up to a maximum of:
$25,000
Stored Water
$25,000
Theft Damage to Rented Property
Included*
Undamaged Parts of Stock in Process
$50,000
Valuable Papers and Records – Cost of Research
At all described premises
$50,000
In transit or at all undescribed premises
$25,000
Water or Other Substance Loss – Tear Out and Replacement Expense
Included*
• means included in applicable Covered Property Limit of Insurance | Property Coverage Details | Forms and Endorsements |
The terms “Landlord” and “Owner” shall have the same meaning when used in this Lease. | Landlord and Owner Synonymous | Landlord and Owner Synonymous |
If Client desires changes to the SOW, Client shall submit to Company a written request in accordance with the change order process defined in the applicable SOW. The parties may execute additional Statements of Work describing Services, which will become part of this Agreement upon execution by Company and the Client. If additional SOW are executed, then Client shall pay Company for all services performed prior to the additional SOW before Company begins work on the new SOW. | Change Order Process | Change Order Process |
If, at any time during the term of this lease, Landlord expends any sum for alterations or improvements to the Building which directly and materially affect the Premsies and are required to be made pursuant to any law, ordinance, or governmental regulation, or any portion of such law, ordinance or governmental regulation, Tenant shall pay to Landlord, as additional rent, the “Tenant’s Share” (as defined in Article 41 of this Lease) of such sum so expended by Landlord, within ten (10) days after demand therefore. If, however, the cost of such alterations or improvements is one which is required to be amortized over a period of time pursuant to applicable governmental regulations, Tenant shall pay to Landlord, as additional rent, during each year in which occurs any part of this Lease term, Tenant’s Share of the reasonable annual amortization of the cost of the alterations or improvements made. For the purposes of this Article, the cost of any alterations or improvements made shall be deemed to include but not be limited to the cost of preparing any necessary plans, permit applications, architects and/or engineer’s fees and expenses, and the fees for filing such plans. (b) The terms and conditions set forth above in this Article shall be in addition to, and not in limitation of, Tenant’s obligations set forth elsewhere in this Lease; and notwithstanding the terms and conditions set forth above in this Article, Tenant shall be obligated to comply with all of the terms and conditions set forth set forth elsewhere in this Lease. | Tenant's Share of Improvements | Alterations and Improvements |
pornographic movie theater or live "sex show" theater; | Prohibited Use | No Pornographic Movie Theater |
The obligations and restrictions in Section 2 will not apply to any information or materials that: | Exempt Information | Information and Materials Restrictions |
TX CHGES - CANCEL & NONREN PROVS PKG POL | TX Changes Cancellation and Non-Renewal | Tax Payments |
Except for the rights granted to the third party Purchaser Indemnitees and Supplier Indemnitees under Section 11, this Agreement is for the sole benefit of the Parties and their permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable night, benefit or remedy of any nature whatsoever under or by reason of this Agreement. | Beneficiaries | No Third Party Beneficiaries |
The term of this Lease shall commence on October 15, 2018 ( the Commencement Date”) and shall end, unless sooner terminated as hereinafter provided, on the la s t day of th e ca l e n d a r mo n t h in w h ic h t h e d a y f o llo w in g t h e t e n ( 1 0 ) year anniversary of the Re n t Commencement Date (as defined in Article 40 of this Lease) occurs (the "Expiration Date") (from the Commencement Date to the Expiration Date being the "Initial Term", as may be extended pursuant to and in accordance with Section 72 hereof.
41. Escalations | Lease Term | Escalations |
Each party acknowledges that the unauthorized use or disclosure of the disclosing party’s Confidential Information may cause the disclosing party to incur irreparable harm and significant damages, the degree of which may be difficult to ascertain. Accordingly, each party agrees that the disclosing party will have the right to seek immediate equitable relief to enjoin any unauthorized use or disclosure of its Confidential Information, in addition to any other rights and remedies that it may have at law or otherwise. | Equitable Relief for Unauthorized Use | Unauthorized Use and Disclosure |
Tenant's requirements. At all times during the term of this Lease, Tenant shall comply with all rules and regulations of governmental authorities and the public utility applicable to service, equipment, wiring and changes in requirements. | Compliance with Government Rules | Governmental Compliance |
MUTUAL NON-DISCLOSURE AGREEMENT | Mutual Non-Disclosure Agreement | Mutual Non-Disclosure Agreement |
Nothing in this Lease shall constitute any consent or request by Landlord, express or implied, for the performance of any labor or services or the furnishing of any materials or other property in respect of the Premises or any part thereof, nor as giving Tenant any right, power or authority to contract for or permit the performance of any labor or services or the furnishing of any materials or other property in any fashion that would permit the filing or making of any lien or claim against Landlord, the Premises or the Building. Landlord shall have the right, from time to time, to place upon the Premises in a conspicuous place such sign or other notice as Landlord may deem necessary or appropriate so as to give notice to others of the provisions of the preceding sentence. | No Lien and Landlord Access | No Lien |
Representations and Warranties.
8.1 Company’s Representation. Company represents that any materials used in the Deliverable will not knowingly (a) infringe on the intellectual property rights of any third party or any rights of publicity or privacy or (b) violate any law, statute, ordinance or regulation.
8.2 Client’s Representation. Client represents that any materials provided to Company by Client for incorporation into the Deliverable will not (a) infringe on the intellectual property rights of any third party or any rights of publicity or privacy or (b) violate any law, statute, ordinance or regulation.
8.3 Warranty Disclaimer. EXCEPT FOR THE WARRANTIES SET FORTH IN THIS AGREEMENT AND ANY SOW, EACH PARTY EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. | Representations and Warranties | No Warranty |
ARTICLE 16
Factoring
Section 16.1 Carrier shall provide Shipper thirty (30) days prior written notice of any assignment, factoring, or other transfer of its right to receive payments arising under this Agreement and obtain Shipper’s written consent to such assignment, factoring, or other transfer prior to same taking legal effect. Such written notice shall include the name and address of assignee/transferee, date, date assignment is to begin, and terms of the assignment,
and shall be considered delivered upon receipt of such written notice by Shipper. | Factoring Notice | Assignment of Lease |
(10) business days all POs placed by Purchaser so long as the quantity of Product ordered on such PO for delivery in any month, together with the quantity of all other Product ordered by Purchaser for delivery in such month, does not exceed 150% of the quantity of such Product indicated in the most current rolling forecast for such month. If Supplier fails to provide acceptance of a PO to Purchaser within such ten (10) business day period, Supplier will be deemed to have accepted such PO.
5. Warranty | PO Acceptance Period | PO Acceptance Period |
Landlord shall not be held liable for any injury to or death of any person or persons, or injury or damage to merchandise, goods, furniture, fixtures or other property, from theft or accident, or from steam, gas, electricity, water, rain which may seep into, issue or flow from the Building, unless same shall be due to Landlord's gross negligence or willful misconduct. | No Liability for Injury/Damage | No Landlord Liability |
44. Signs And Exterior Appearance
Tenant agrees that all signs, awnings, protective gates, security devices and other installations visible from the exterior of the Premises shall be subject to Landlord's prior written approval, shall be subject to the prior approval of the Landmarks Preservation Commission of the City of New York, if required, and shall not interfere with or block either of the adjacent stores, provided, however, that Landlord shall not unreasonably withhold consent for signs that Tenant desires to install. Tenant agrees that any permitted signs, awnings, protective gates, security devices, and other installations shall be installed at Tenant’s sole cost and expense professionally prepared and dignified and subject to Landlord's prior written approval, which shall not be unreasonably withheld, delayed or conditioned, and subject to such reasonable rules and restrictions as Landlord from time to time may impose. Tenant shall submit to Landlord drawings of the proposed signs and other installations, showing the size, color, illumination and general appearance thereof, together with a statement of the manner in which the same are to be affixed to the Premises. Tenant shall not commence the installation of the proposed signs and other installations unless and until Landlord shall have approved the same in writing. . Tenant shall not install any neon sign. The aforesaid signs shall be used solely for the purpose of identifying Tenant's business. No changes shall be made in the signs and other installations without first obtaining Landlord's prior written consent thereto, which consent shall not be unreasonably withheld, delayed or conditioned. Tenant shall, at its own cost and expense, obtain and exhibit to Landlord such permits or certificates of approval as Tenant may be required to obtain from any and all City, State and other authorities having jurisdiction covering the erection, installation, maintenance or use of said signs or other installations, and Tenant shall maintain the said signs and other installations together with any appurtenances thereto in good order and
condition and to the satisfaction of the Landlord and in accordance with any and all orders, regulations, requirements and rules of any public authorities having jurisdiction thereover. Landlord consents to Tenant’s Initial Signage described in annexed Exhibit D.
Upon the expiration or termination of the term of this Lease, the Tenant shall remove all signs and other installations installed by Tenant, if any, at its sole cost and expense and shall, at its sole cost and expense, repair any damage to the Building caused by the installation or removal of any such signs or other installations and restore the Building to a satisfactory condition to make it as if no sign or other installations had been placed thereon. In the event that the Tenant violates any of the provisions of this Article, the Landlord may remove the subject items without any liability to the Tenant and may charge the Tenant all of the Landlord’s costs and expenses incurred in connection with the removal and disposal of such items, and the repair of the part of the Building to which such items were attached.
In order to maintain the highest standards of appearance, character and dignity for the Building, no paper or other signs shall be placed on the windows or exterior of the Premises or shall be placed in the Premises so that they can be seen from the outside of the Premises unless the same are tastefully and professionally prepared and approved by Landlord. | Signage Requirements | Signs and Exterior Appearance |
All, HVAC, and lighting fixtures installed by Tenant in the Premises shall be deemed
fixtures. | Fixtures Definition | All Fixtures |
If and so long as Tenant shall not have ever been in default in the timely payment of fixed rent or additional rent or the timely performance of any of Tenant’s other obligations under this Lease beyond the time provided in this Lease to cure such default, and so long as Tenant's payments of rent and additional rent are not rejected or returned by a financial institution for insufficient funds more than two times in any 12 month period, Landlord will accept payments due by Tenant hereunder by unendorsed check payable to Landlord or its designated agent, subject to collection and drawn on a bank or trust company that is a member of the New York Clearing House Association. From and after any default by Tenant, and whether or not the same shall be cured, Landlord may at any time thereafter require Tenant to pay the fixed rent and additional rent by unendorsed certified or official bank check payable to Landlord drawn on a bank or trust company that is a member of the New York Clearing House Association. | Acceptance of Payment by Check | Unendorsed Check Payment |
CRIME ADDITIONAL COVERAGE
DEDUCTIBLE *
LIMIT OF INSURANCE
Employee Theft:
$1,000
$10,000
Forgery or Alteration:
$1,000
$25,000
Theft, Disappearance and Destruction: Inside Premises
$1,000
$20,000
Theft, Disappearance and Destruction: Outside Premises
$1,000
$10,000
Money Orders and Counterfeit Paper Currency:
$1,000
$25,000 | Crime Coverage Details | Crime Coverage Options |
DESCRIPTION OF COVERAGE OR PROPERTY | Building Coverage Details | Coverage or Property Description |
Newly Constructed or Acquired Property: | Newly Constructed or Acquired Property | Newly Constructed or Acquired Property |
Upon Client's request, Company agrees to deliver to Client a certificate(s) of insurance evidencing the coverage specified in this Section. Such certificate(s) will contain a thirty (30) day prior notice of cancellation provision. Company will be solely responsible for any deductible or self-insurance retentions. Such insurance coverage will be primary and any other valid insurance existing will be in excess of such primary insurance policies. The required insurance coverage and limits of liability set forth above shall not be construed as a limitation or waiver of any potential liability of satisfaction of any indemnification/hold harmless obligation of Company. | Insurance Requirements | Insurance Requirements |
Subject to all of the foregoing provisions hereof, including without limitation, the compliance with Requirements, Tenant shall only be permitted to commence and carry on Tenant’s Alterations provided: (i) Tenant delivers to Landlord not less than three (3) days prior to the commencement of Tenant's Alterations, an endorsement of its liability insurance policy referred to herein, covering and holding Landlord harmless against any and all claims or liability arising out of Tenant’s Alterations; (ii) Tenant delivers to Landlord, not less than five days prior to the commencement of Tenant's Alterations, sufficient proof that Tenant's contractors maintain workers compensation insurance to cover all persons engaged in Tenant's Alterations; and (iii) Landlord is reasonably satisfied that Tenant's contractors will perform Tenant's Alterations in a first-class workman-like manner, using all first-class materials. | Liability Insurance and Workers Comp Requirements | Alterations Requirements |
Any Intellectual Property developed solely by a party under this agreement without the participation of the other party is and will remain the sole and exclusive property of the developing party. | Intellectual Property Ownership | Intellectual Property |
CRIME ADDITIONAL COVERAGE
DEDUCTIBLE *
LIMIT OF INSURANCE
Employee Theft:
$1,000
$10,000
Forgery or Alteration:
$1,000
$25,000
Theft, Disappearance and Destruction: Inside Premises
$1,000
$20,000
Theft, Disappearance and Destruction: Outside Premises
$1,000
$10,000
Money Orders and Counterfeit Paper Currency:
$1,000
$25,000
• If no deductible is shown, the Deductible that otherwise applies to loss under the Deluxe Property Coverage Form shall apply. Employee Benefit Plans, if any, included as Insured under the Employee Theft Crime Additional Benefit Coverage:
PROTECTIVE SAFEGUARDS DX T3 41
LOCATION
DESCRIPTION
SYMBOL
2TX 002 002 HOUSTON
P-1
2TX 003 003 HOUSTON
P-1
2TX 005 007 HOUSTON
P-1
2TX 007 010 HOUSTON
P-1
2TX 008 011 HOUSTON
P-1
2TX 013 019 SPRING
P-1
Deductibles: By Earthquake
PERCENTAGE
OCCURENCE
01. in any one occurrence, at the following Building(s) numbered:
002-019
$50,000
As respects Business Income Coverage a 72 hour deductible applies at all premises loca ions.
By Flood
OCCURENCE
01. At each of the following Building(s) numbered:
007-013,018
in any one occurrence
$100,000
As respects Business Income Coverage a 72 hour deductible applies at all premises locations.
02. At each of the following Building(s) numbered:
002-006,014-015
in any one occurrence
$50,000
As respects Business Income Coverage a 72 hour deductible applies at all premises locations.
03. At each of the following Building(s) numbered:
016-017,019
in any one occurrence
$25,000
As respects Business Income Coverage a 72 hour deductible applies at all premises locations. | Employee Theft Coverage | Crime Coverage |
The provisions of this rider are hereby incorporated into and made a part of the Lease dated as of October 15, 2021 between BIRCH STREET, LLC, having an address at c/o Birch Palace, 6 Grace Avenue Suite 200, Great Neck, New York 11021 ("Landlord"), and Trutone Lane LLC, having an address at 4 Pearl Street, New York, New York 10012 ("Tenant") of Premises known as the ground floor space and lower level space, as per floor plan annexed hereto and made a part hereof as Exhibit A (“Premises”) at 4 Pearl Street, New York, New York 10012 in the City of New York, Borough of Manhattan, to which this rider is annexed. If there is any conflict between the provisions of this rider and the remainder of this Lease, the provisions of this rider shall govern.
40. Rent
Tenant covenants to pay to Landlord as a net minimum rent (the "fixed rent") during the term of this Lease for the Premises as follows:
FIXED RENT:
TERM
YEAR
PERIOD
MONTHLY
RENT
ANNUAL
RENT
First
3/15/21 To 2/28/23
$26,000.00
$312,000.00
Second
3/01/23 To 2/28/24
$26,000.00
$312,000.00
Third
3/01/24 To 2/28/25
$26,000.00
$312,000.00
Fourth
3/01/25 To 2/28/26
$26,780.00
$321,360.00
Fifth
3/01/26 To 2/28/27
$27,583.40
$331,000.80
Sixth
3/01/27 To 2/28/28
$28,410.90
$340,930.80
Seventh
3/01/28 To 2/28/29
$29,263.23
$351,158.76
Eighth
3/01/29 To 2/28/30
$30,141.13
$361,693.56
Ninth
3/01/30 To 2/28/31
$31,045.36
$372,544.32
Tenth
3/01/31 To 3/31/32
$31,976.72
$383,720.64
The fixed rent shall be payable in advance on the first day of each calendar month commencing five months following the Commencement Date (the “Rent Commencement Date’) . Provided Tenant is not in default under any term of this Lease Tenant shall receive a rent credit for (i)) one-half of the monthly fixed rent due ($13,000.00) for the sixth month following the Commencement Date; (ii) one- half of the monthly fixed rent due ($13,000.00) for the seventh month following the Commencement Date;
(iii) one-half of the monthly fixed rent due ($13,000.00) for the eighteenth month following the Commencement Date; and (iv) one-half of the monthly fixed rent due ($13,000.00) for the nineteenth month following the Commencement Date.
At execution of this Lease, Tenant shall pay to Landlord by separate bank checks (i) the amount of $26,000.00 toward fixed rent for for the seventh month following the Commencement Date and
(ii) the amount of $78,000.00 representing the security deposit.
Tenant also covenants to pay, from time to time as provided in this Lease, as additional rent: all other amounts and obligations which Tenant assumes or agrees to pay under this Lease; a “Late Charge” equal to five percent (5%) of the overdue payment of any item of fixed or additional rent not paid within ten (10) days after the date when due (or, if a demand therefor is required by the provisions of this Lease, within ten (10) days after the date of such demand), which Late Charge shall be payable as additional rent. In the event of any failure on the part of Tenant to pay any additional rent, Landlord shall have all the rights, powers and remedies provided for in this Lease, at law, in equity or otherwise, in the case of nonpayment of fixed rent. Nothing herein shall be construed to extend the due dates of Tenant's payments under this Lease, or to waive any rights or remedies of Landlord in the event of Tenant's late payment. Tenant's obligations to pay fixed rent and additional rent shall survive the expiration of the Lease term or earlier termination of this Lease.
The provisions of this Article are in addition to all other rights or remedies available to Landlord for nonpayment of fixed rent or additional rent under this Lease and at law and in equity. Tenant further agrees that the Late Charge imposed is fair and reasonable, complies with all laws, regulations and statutes, and constitutes an agreement between Landlord and Tenant as to the estimated compensation for costs and administrative expenses incurred by Landlord due to the late payment of rent to Landlord by Tenant. Tenant further agrees that the Late Charge assessed pursuant to this Lease is not interest and the Late Charge assessed does not constitute a lender or borrower/creditor relationship between Landlord and Tenant or a penalty of any kind. It is understood that said late charge is directly related to Landlord’s actual costs and expenses incurred as a result of late payment.
All fixed rent and additional rent (collectively hereinafter referred to as "rent") shall be paid in such coin or currency (or, subject to collection, by good check payable in such coin or currency) of the United States of America as at the time shall be legal tender for the payment of public and private debts, at the office of Landlord as set forth above, or at such place and to such person as Landlord from time to time may designate.
All rent shall be paid to Landlord without notice, demand, counterclaim, setoff, deduction or defense, and nothing shall suspend, defer, diminish, abate, or reduce any rent, except as otherwise specifically provided in this Lease or by law.
Tenant shall make all rental payments in full. Payment or receipt of a rental payment of less than the amount stated in this Lease shall be deemed to be nothing more than partial payment on account. Under no circumstances shall Landlord’s acceptance of a partial payment constitute accord and satisfaction. Nor will Landlord’s acceptance of a partial payment forfeit Landlord’s right to collect the balance due on the account, together with applicable late charges and interest despite any endorsement, stipulation, or other statement on any check.
Landlord may accept any partial payment check with any conditional endorsement without prejudice to its right to recover the balance remaining due, or to pursue any other remedy available under this Lease, law or equity.
Landlord in its sole discretion may allocate without prejudice any payment in whole or in part to any due item of fixed rent, additional rent and/or any other charges or to any combination thereof.
If Landlord commences any action or proceeding against Tenant, or if Landlord is required to defend any action or proceeding commenced by Tenant, in connection with this lease or the Premises, and Landlord shall be the prevailing party in any such action for proceeding, Landlord shall be entitled to recover from Tenant in such action or proceeding, or a subsequently commenced action or proceeding, Landlord's reasonable attorneys' fees, costs and disbursements and all applicable interest thereon at the statutory rate incurred in connection with such action or proceeding and any appeals, including but not limited to fees on fees incurred to collect said monies.
Landlord’s failure during the Lease term to prepare and deliver any of the statements, notices, or bills for rent and/or additional rent or Landlord’s failure to make a demand, shall not in any way cause Landlord to forfeit or surrender its rights to collect any of the items of rent and/or additional rent that may have become due during the term of this Lease. Tenant’s liability for all such amounts due under this Lease shall survive the expiration of the Term. Nevertheless, any sums due under the Lease must be claimed within two years of when due or within one year from expiration of the Lease.
40A. Term of Lease
The term of this Lease shall commence on October 15, 2018 ( the Commencement Date”) and shall end, unless sooner terminated as hereinafter provided, on the la s t day of th e ca l e n d a r mo n t h in w h ic h t h e d a y f o llo w in g t h e t e n ( 1 0 ) year anniversary of the Re n t Commencement Date (as defined in Article 40 of this Lease) occurs (the "Expiration Date") (from the Commencement Date to the Expiration Date being the "Initial Term", as may be extended pursuant to and in accordance with Section 72 hereof.
41. Escalations
Tenant shall pay, during the term of this Lease, the additional rent provided for in this Article 41. As used herein, the following terms shall have the meanings set forth below:
“Taxes” shall mean the total of all real estate taxes and assessments and special assessments imposed, payable and paid upon the Premises described as the land and building in which the Premises are located including, without limitation, vault taxes, rents or charges, imposed by any Governmental Authority, of which the demised Premises forms a part. If at any time during the term of this Lease the methods of taxation prevailing at the commencement of the term hereof shall be altered so that in lieu of or as a substitute for the whole or any part of the taxes, assessments, levies, impositions of charges now levied, assessed or imposed on the real estate and the improvements thereon, there shall be levied, assessed or imposed (i) a tax, assessment, levy imposition or charge wholly or partially as capital levy or otherwise on the rents received therefrom, or (ii) a tax assessment levy upon the Building, Land Improvements or the Premises and imposed upon Landlord, or (iii) a license fee measured by the rents payable, or the part thereof so measured or based shall be deemed to be included within the term "Taxes" for the purposes hereof.
"Escalation Year" shall mean each twelve month period or portion thereof, ending on June 30, occurring within the term of this Lease.
"Base Year" shall mean the twelve month period ending on June 30, 2022.
"Base Year Taxes" shall mean the Taxes for the Base Year.
The "building" shall mean the land and the building of which the demised Premises forms a part. "Tenant's Share" shall mean 35%.
Tenant shall pay to Landlord, as additional rent, an amount equal to Tenant's Share of the amount by which Taxes for any Escalation Year duri | Rent Schedule | Fixed Rent |
TX CHANGES-EMPL-RELATED PRACTICES EXCL | TX Changes | Employment Related Practices Exclusion |
No Warranty. ALL CONFIDENTIAL INFORMATION IS PROVIDED BY THE DISCLOSING PARTY “AS IS”. | No Warranty Provided | No Warranty |
Tenant, at its sole cost and expense, shall maintain and make all necessary repairs to, and any necessary replacement of, any grease trap and drain in the Premises; and Tenant, at its sole cost and expense, shall at all times keep any grease trap and drain in the Premises clean and free from blockages and backups. | Grease Trap and Drain Maintenance | Grease Trap Maintenance |
In transit or at all undescribed premises | In-Transit Locations | Notices and Communication |
Note: It is the agent’s or broker’s responsibility to comply with any applicable laws regarding disclosure to the policyholder of commission or other compensation we pay, if any, in connection with this policy or program.
* Commission percentage displayed does not apply to any North Carolina Reinsurance Facility loss recoupment surcharge amounts included in the liability premium of the Commercial Auto Policy, if applicable. | Commission Disclosure | Commission and Fee Payments |
Landlord, its agents, servants, employees, licensees, invitees, and contractors during the last year of the term of this Lease at any and all times during regular business hours, after 24 hour notice to tenant, to pass and repass on and through the Premises, or such portion thereof as may be necessary, in order that they or any of them may gain access to the Premises for the purpose of showing the Premises to potential new tenants or real estate brokers. In addition, Landlord shall be entitled to place a "FOR RENT" or "FOR LEASE" sign (not exceeding 8.5” x 11”) in the front window of the Premises during the last six months of the term of this Lease. | Showing and Signage Requirements | Showing and Signage |
All insurance maintained by Tenant pursuant to this Article shall name Landlord and Landlord’s managing agent as additional insureds and shall name Tenant as the insured, shall provide that any loss shall be payable notwithstanding any act or failure to act or negligence of Landlord, Tenant or any other person, shall provide that no cancellation, reduction in amount, or material change in coverage thereof will be effective until at least thirty days after mailing by the insurer to Landlord of written notice thereof, and shall be satisfactory to Landlord, acting reasonably, in all other respects. All insurance provided for herein shall be obtained under valid and enforceable policies, issued by financially sound and responsible insurance companies authorized, licensed and admitted to do business in the state in which the Premises and building are located and reasonably approved by Landlord. The insurance companies must have a general policy rating of A or better and a financial class of IX or better by AM Best Co., Inc. | Tenant Insurance Requirements | Tenant Insurance Requirements |
(e) "Know-How" includes all technology, source code, object code, local area network manager code, technical information, procedures, processes, trade secrets, methods, practices, techniques, information, logic/flow charts, sketches, drawings, Specifications, application and modification manuals and data relating to the design, manufacture, production, inspection, and testing of the Software, which are from time to time in Licensor's possession; | Definition of Know-How | Know-How Definition |
Valuable Papers and Records – Cost of Research | Valuable Papers Coverage | Research Costs |
Electronic vandalism Limitation Endorsement DX T3 98
ELECTRONIC VANDALISM
LIMIT OF INSURANCE
Aggregate in any 12 month period of this policy:
$10,000 | Electronic Vandalism Limit | Electronic Vandalism Limitation Endorsement |
Insurance applies on a BLANKET basis only to a coverage or type of property for which a Limit of Insurance is shown below, and then only at the premises locations for which a value for such coverage or property is shown on the Statement of Values dated 6/24/2021 , or subsequently reported to and insured by us. For Insurance that applies to a specific premises location see Deluxe Property Coverage Part Schedule - Specific Limits
BLANKET DESCRIPTION OF COVERAGE OR PROPERTY
LIMITS OF INSURANCE
Buildings
$111,158,795 | Blanket Property Coverage Limits | Building Coverage Limits |
InsuranceA Risk Control: Our Expertise is Your Advantage
InsuranceA Risk Control is an innovative provider of cost-effective risk management services and products. As one of the largest Risk Control departments in the industry, our scale allows the right resource at the right time to meet customer needs. For over 110 years, our loss prevention professionals have assisted agents, brokers and customers across the country and around the world.
https://www.InsuranceA.com/risk-control | Risk Management Services | Insurance Coverage Details |
Patient lives in with daughter (919) _ . Patient does all ADLs and IADLs with no/little assistance. She does own finances and drives. Patient has 4 daughters that all live in the area. Patient does not use tobacco, alcohol, illicit drugs. | Living Arrangements | Living Arrangements |
Personal Property In Transit Outside of the Coverage Territory | International Property Transit | Personal Property In Transit |
45. Condition Of Premises/Landlord’s Work
Landlord shall at all times and at Landlord’s expense, maintain a certificate of occupancy (permanent or temporary), permitting Tenant’s Use of the Premises. Subject to the foregoing, Landlord represents the existing Temporary Certificate of Occupancy covering the premises is annexed as Exhibit
C. Tenant has examined and inspected the Premises. Tenant agrees to accept possession of the Premises "AS IS", except as expressly provided herein, Landlord shall not be responsible for making any improvements, alterations, or repairs therein or for spending any other money to prepare the Premises for Tenant's occupancy, except as expressly provided herein. Neither Landlord nor any employee or agent of Landlord have made any representation or promise with respect to the Premises except as expressly set forth herein. Landlord shall deliver the Premises on the Commencement Date free and clear of any Hazardous Materials (defined in paragraph 42 of the Lease) and without any construction liens that would materially interfere with, delay or prevent Tenant’s Initial Alterations. On or before the Commencement Date, Landlord shall deliver the ACP-5 Certificate. | As-Is Condition Delivery | Casualty Damage and Restoration |
Tenant shall at all times make its best efforts to disperse its customers and limit the number of its customers smoking in front of the Premises to no more than three persons at any one time, including but not limited to directing its customers to leave the area in front of the Premises when the Premises is at its full legal capacity. Tenant shall also take appropriate measures concerning its customers who congregate outside the Premises to encourage such customers to remain reasonably quiet and respectful. | Limit Smoking and Congregating | Smoking Restrictions |
The following factors, most of which are beyond our control, will influence the market price of the notes:
economic, military, financial, regulatory, political, terrorist and other events that affect securities generally;
interest and yield rates in the market;
the time remaining until a note matures; and
our creditworthiness. As a result of these and other factors, if you sell your note prior to maturity, you may receive less than the accreted value of your note. Moreover, these factors interrelate in complex ways, and the effect of one factor may offset or enhance the effect of another factor. | Factors Affecting Market Price | Risk Factors |
Abdomen - Normal bowel sounds, abdomen soft and nontender Genito Urinary – Genital exam not performed since complaints not related. Rectal – Rectal exam not performed since no symptoms indicated blood loss. Extremeties - No edema, cyanosis or clubbing Musculo Skeletal - 5/5 strength, normal range of motion, no swollen or erythematous | Abdomen and Musculo Skeletal Exam | Neurological and Musculoskeletal Exam Findings |
We have not authorized anyone to provide any information or to make any representations other than those contained or incorporated by reference in this offering circular. Neither this offering circular nor any pricing supplement constitutes an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction where, or to any person to whom, it is unlawful to make such offer or solicitation in that jurisdiction. Neither the delivery of this offering circular, any pricing supplement nor any sale made pursuant to those documents, shall, under any circumstances, create any implication that there has been no change in the affairs of The Goldman Sachs Group, Inc. since the date of the document or that the information contained within the documents is correct as of any time subsequent to its date. | No Representations or Warranties | No Authorization |
3.
Fees and Terms.
Fixed Price: $374,000
Start Date: 03/15/2021
End Date: 07/01/2021 | Fee and Term Dates | Fee and Payment Terms |
DESCRIPTION
FORM NUMBER
NUCLEAR ENERGY LIABILITY EXCLUSION
IL 00 21 09 08
TEXAS CHANGES - DUTIES
IL 01 68 03 12
TX CHGES - CANCEL & NONREN PROVS PKG POL
IL F0 19 11 18
COMMON DEC
IL T0 02 11 89
LOCATION SCHEDULE
IL T0 03 04 96
POLICY JACKET - EXECUTION CLAUSE
IL T0 15 01 04
COMMON POLICY CONDITIONS-DELUXE
IL T3 18 05 11
FED TERRORISM RISK INS ACT DISCLOSURE
IL T3 68 01 21
AMNDT COMMON POLICY COND-PROHIBITED COVG
IL T4 12 03 15
CAP ON LOSSES FROM CERT ACTS OF TERRORIS
IL T4 14 01 21
ADDITIONAL BENEFITS
IL T4 27 06 19
PROTECTION OF PROPERTY
IL T4 40 10 20
NAMED INSURED ENDORSEMENT
IL T8 00 01 00
NOTICE-INFORMATION OR COMPLAINTS-TEXAS
PN T0 22 12 19
FLOOD POLICYHOLDER NOTICE
PN T0 53 12 13
LOSS CONTROL SERVICES (TEXAS)
PN T2 27 06 19
NOTICE INDEPENDENT AGENT AND BROKER COMP
PN T4 54 01 08
IMP NOTICE-PERIOD TO FILE CLAIM-TX CAT
PN T9 70 03 13
IMPT NOTICE - FLOOD - TX
PN U3 53 06 19 | Insurance Forms and Endorsements | Endorsement Options |
Except as provided herein, Tenant shall not be entitled to make any structural alterations of or additions to the Premises or any alterations, additions or changes whatsoever to the exterior of the Premises without the prior written consent of Landlord in each instance, which consent Landlord may withhold or condition unreasonably or for any reason or for no reason; and, except as provided herein , and excepting purely cosmetic changes or additions up to an amount of $20,000, Tenant shall not be entitled to make any non-structural alterations of or additions to the Premises without the prior written consent of Landlord in each instance, which consent shall not be unreasonably withheld, delayed or conditioned. (Any alterations to the Premises made by Tenant shall hereinafter be referred to as "Tenant's Alterations").
In granting its consent to any Tenant's Alterations as defined in this Article, Landlord may impose such reasonable conditions (including completion, payment, restoration and if Tenant's Alterations are reasonably expected to cost in excess of $25,000, a requirement that Tenant either post a bond to insure the completion of and payment for Tenant's Alterations or furnish Landlord with other financial security reasonably satisfactory to Landlord to assure Landlord that Tenant’s Alterations will be completed lien free) as Landlord may reasonably require. In no event shall Landlord be required to consent to any Tenant's Alterations which would physically affect any part of the Building outside of the Premises or would adversely affect the proper functioning of the mechanical, electrical, sanitary or other service systems of the Building. At the time Tenant requests Landlord's written consent to Tenant’s Alterations, Tenant shall deliver to Landlord detailed plans and specifications therefor. Tenant shall pay to Landlord any reasonable fees or expenses in connection with Tenant's Alterations incurred by Landlord in connection with Landlord's submitting such plans and specifications, if it so chooses, to an architect or engineer selected by Landlord for review or examination. Tenant shall pay to Landlord the minimum sum of $750.00 to reimburse Landlord for the administrative costs of initial review and processing of proposed Tenant’s Alterations plans and specifications, in each instance; and if, in connection therewith, Landlord incurs expenses in excess of said $750.00 amount, then Tenant shall pay Landlord the amount of such excess fees as additional rent within ten (10) days of Landlord’s submission to Tenant of bills for same. Landlord's approval of any plans or specifications does not relieve Tenant from the responsibility for the legal sufficiency and technical competency thereof. Before commencement of any Tenant’s Alterations, (a) Tenant shall obtain the necessary consents, authorizations and licenses from all federal, state and/or municipal authorities having jurisdiction over such work, and (b) Tenant shall provide Landlord with a bond insuring Landlord against non-payment for any work to be performed by Tenant or furnish Landlord with other financial security reasonably satisfactory to Landlord to assure Landlord that Tenant’s Alterations will be completed lien free. Notwithstanding the foregoing, solely in connection with Tenant’s Initial Alterations (defined below), Tenant shall not be required to pay Landlord or its designee for Landlord’s review of Tenant’s Initial Alterations plans or Landlord’s supervision, if any, or any other Landlord out-of-pocket cost of Tenant’s Initial Alterations or post a bond to insure the completion of and payment for Tenant's Alterations. “Initial Alterations” shall refer to the alterations made to the Premises by Tenant as part of, and as approved by Landlord as, Tenant’s initial build-out of the Premises prior to commencement of operations by Tenant. Landlord consents to Tenant’s Initial Alterations described on annexed Exhibit D. Tenant agrees to indemnify and save Landlord harmless from and against any and all bills for labor performed and equipment, fixtures and materials furnished to Tenant and applicable sales taxes thereon as required by New York law and from and against any and all liens, bills or claims therefor or against the Premises or the Building and from and against all losses, damages, costs, expenses, suits, and claims whatsoever in connection with Tenant’s Alterations.
Tenant, at its expense, shall cause any Tenant’s Alterations consented to by Landlord to be performed in compliance with all applicable requirements of insurance bodies having jurisdiction and in such manner as not to interfere with, delay or impose any additional expense upon the Landlord in the maintenance or operation of the Building.
If the performance of Tenant’s Alterations shall interfere with the comfort and/or convenience of other tenants in the Building or shall cause damage to or otherwise interfere with the
occupancy of adjacent Buildings, Tenant shall upon Landlord's demand remedy or remove the condition or conditions complained of. Tenant further covenants and agrees to save Landlord harmless from and against any and all claims, losses, damages, costs, expenses including attorneys’ fees and disbursements, suits and demands whatsoever made or asserted against Landlord by reason of the foregoing.
Tenant’s Alterations may be performed only from Monday through Friday and only during the hours from 9:00 A.M. to 5:00 P.M. and at no other times.
Promptly after the completion of any Tenant’s Alterations, Tenant shall furnish to Landlord a complete set of "as-built" plans and specifications.
Tenant agrees that any exercise of its rights pursuant to this Lease shall not be done in a manner that would: (a) create any work stoppage, picketing, labor disruption, or dispute; (b) materially interfere with the business of Landlord or any tenant or occupant of the Building. In the event of the occurrence of any condition described above arising from Tenant's exercise of any of its rights pursuant to this Lease, Tenant shall, immediately upon notice from Landlord, cease the manner of exercise of such right giving rise to such condition. In the event that Tenant fails to cease the manner of exercise of its rights as aforesaid, Landlord, in addition to any rights available to it under this lease and pursuant to law, shall have the right to injunction without further notice.
Promptly following the completion of all of Tenant’s Alterations, and as soon as reasonably feasible, Tenant shall obtain and furnish to Landlord all appropriate certifications, including but not limited to a New York City Department of Buildings Letter of Completion, from all authorities having jurisdiction to the effect that all Tenant’s Alterations have been performed and completed in accordance with Tenant's Plans and with all Requirements, and Tenant shall close out all permits and obtain all final sign-offs. In the event that Tenant fails to comply with the terms of this paragraph within 90 days after the completion of Tenant’s Alterations, then in that event, Landlord may, but is not required to, take such steps as are commercially reasonable to close out all permits, obtain final sign-offs and a Letter of Completion and otherwise act to cause Tenant’s obligations under this paragraph to be satisfied and thereupon Tenant shall reimburse Landlord for all costs and fees incurred by Landlord in connection therewith as additional rent within 15 days of demand by Landlord for payment.
Subject to all of the foregoing provisions hereof, including without limitation, the compliance with Requirements, Tenant shall only be permitted to commence and carry on Tenant’s Alterations provided: (i) Tenant delivers to Landlord not less than three (3) days prior to the commencement of Tenant's Alterations, an endorsement of its liability insurance policy referred to herein, covering and holding Landlord harmless against any and all claims or liability arising out of Tenant’s Alterations; (ii) Tenant delivers to Landlord, not less than five days prior to the commencement of Tenant's Alterations, sufficient proof that Tenant's contractors maintain workers compensation insurance to cover all persons engaged in Tenant's Alterations; and (iii) Landlord is reasonably satisfied that Tenant's contractors will perform Tenant's Alterations in a first-class workman-like manner, using all first-class materials.
If Tenant is unable to obtain a permit for its Initial Alterations and/or a required permit or license to operate Tenant’s business due to any act or omission of Landlord's or due to a condition or violation arising prior to delivery of possession of the Demised Premises to Tenant (hereinafter collectively called "Pre-existing Conditions"), Landlord shall use best efforts to promptly correct such condition, and the time which expires until such condition is corrected and Tenant is notified of same shall be added on so that the Rent Commencement Date shall be deferred because of such Pre-existing Conditions. | Tenant Alterations Consent | Alterations and Restoration |
Tenant shall, at its sole cost and expense, keep the sidewalk in front of the Premises 18 inches into the street from the curb clean free of garbage, waste, refuse, excess water, snow, and ice and Tenant shall pay, as additional rent, any fine, cost, or expense caused by Tenant's failure to do so. In the event Tenant operates a sidewalk café, Tenant shall, at its sole cost and expense, maintain, repair, and replace as necessary, the sidewalk in front of the Premises and the metal trapdoor leading to the basement of the Premises, if any. Tenant shall post warning signs and cones on all sides of any side door when in use and attach a safety bar across any such door at all times when open. | Sidewalk Maintenance | Maintenance and Repair Requirements |
To the maximum extent permitted by applicable law, during the Term of this Agreement and for a period of one (1) year thereafter, Caleb Divine may not market software products or do business that directly or indirectly competes with Docugami software products. | Non-Compete Clause | Competition Restriction |