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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. | Payment Allocation | Allocation of Payments |
++Swollen tongue:
• Give patient corticosteroid to decrease inflammation and to protect against relapse after initial improvement. 4 days of Dexamethasone 10 mg IV tid.
• Give patient antihistamine to block inflammation as well. 4 days of Diphenhydramine 25 mg bid.
• ENT consult to rule out abscess or foreign object
• Check C1 and C4 levels that would be decreased if the patient had C1 inhibitory complement deficiency
• TSH level to check for hypo/hyper thyroid
• Hold all oral home meds and keep patient NPO until airway swelling is reduced and patient can swallow easily
++Asthma/COPD
• continue albuterol and ipratropium nebs prn
• resume theophylline when patient can take oral meds
++DM
• Not on oral home meds
• Patient is on corticosteroids that increase blood glucose levels, so put patient on sliding scale normal insulin to adjust for high sugars
• Resume neurontin for neuropathy when oral meds can be taken
++HTN
• Continue patient’s BP control with Diltiazem drip 5mg/hour
• HOLD altace (ACEI) that is most likely the cause of angioedema
• Consider an alternative HTN medication to replace the ACEI. Can’t use a HCTZ because of sulfa allergy. Also has asthma/COPD picture so beta blocker may not work well either.
++CAD s/p PCI in 1999
- Resume simvastatin and aspirin when patient is able to take oral meds
++GERD
- famotidine when oral meds are resumed | Swollen Tongue Treatment, Asthma/C | Study Objectives |
THE INSURANCEA INDEMNITY COMPANY | Insurance Company | Insurance Company |
Tenant shall, as its sole responsibility, and at Tenant's sole cost and expense, make application for, diligently seek the issuance of, and promptly procure and thereafter maintain, any necessary licenses and permits required in respect of the operation and use of the Premises and Tenant's use thereof and Tenant shall cause all such licenses and permits to remain in full force and effect throughout the term of this Lease or until no longer required and submit same for inspection by Landlord, and at all times comply with the terms and conditions of each such license or permit. Landlord shall cooperate with Tenant’s applications for such licenses or permits.
Tenant, at Tenant's sole cost and expense and after notice to Landlord, may contest, by appropriate proceedings prosecuted diligently and in good faith, the legality or applicability of any Requirement affecting the Premises provided that: (a) neither Landlord nor any Indemnities shall be subject to criminal penalties, nor shall the Building or any part thereof be subject to being condemned or vacated, nor shall the certificate of occupancy for the Premises or the Building be suspended or threatened to be suspended, by reason of non-compliance or by reason of such contest; (b) before the commencement of such contest, if Landlord or any Indemnities may be subject to any civil fines or penalties or if Landlord may be liable to any third party as a result of such non-compliance, then Tenant, shall furnish to Landlord either (i) a bond of a surety company satisfactory to Landlord, in form and substance reasonably satisfactory to Landlord, and in an amount at least equal to Landlord's estimate of the sum of (A) the cost of such compliance, (B) the penalties or fines that may accrue by reason of such non-compliance (as reasonably estimated by Landlord) and (C) the amount of such liability to independent third parties, and shall indemnify Landlord (and any Indemnities) against the cost of such compliance and liability resulting from or incurred in connection with such contest or non-compliance; or (ii) other security satisfactory in all respects to Landlord; (c) such non-compliance or contest shall not constitute or result in a violation (either with the giving of notice or the passage of time or both) of the terms of any mortgage or superior Lease affecting the Building, or if such superior Lease or mortgage conditions such non- compliance or contest upon the taking of action or furnishing of security by Landlord, such action shall be
taken or such security shall be furnished at the expense of Tenant; and (d) Tenant shall keep Landlord regularly advised as to the status at such proceedings. | License and Permit Compliance | License and Permit Requirements |
Tenant shall pay all charges for all public or private utility services provided to the Premises, shall comply with all contracts relating to such services, and shall do all other things required for the maintenance and continuance of all such services.
Tenant, at its sole cost and expense, shall make all arrangements with the public utility company serving the Premises for obtaining and paying for heat and electricity at the Premises, including without limitation arrangements pertaining to the installation and use of meters, pans, risers, wiring, panel boards, feeders and other conductors and equipment. Landlord shall not be liable or responsible for charges for electricity at the Premises, or any loss, damage or expense which Tenant may sustain or incur if either the quantity or character of electric service is changed or is no longer available or suitable for
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.
Tenant covenants and agrees that its use of electric current shall never exceed the capacity of the existing conductors, feeders, risers, wiring installations or other equipment servicing the Building. Tenant shall not alter or make any addition to the electrical equipment without the prior written consent of Landlord. Landlord shall not unreasonably withhold its consent to the installation of new risers and equipment if, in Landlord's opinion, they are reasonably necessary and do not cause permanent damage or injury to the demised Premises or Building or create a dangerous or hazardous condition or entail excessive or unreasonable alterations. If Landlord grants such consent, all additional risers and other equipment shall be provided by Tenant by licensed and insured electricians.
Landlord reserves the right to interrupt, suspend, or cease any of the services referred to herein when necessary by reason of accident, or repairs, alteration, or improvements which in Landlord's option are necessary or desirable, or difficulty or inability in securing supplies or labor, or strikes, or any other cause beyond the reasonable control of Landlord whether similar or dissimilar to those herein above mentioned. Tenant shall not be entitled to any diminution or abatement of rent or other compensation, and Tenant's obligations under this Lease shall not be affected or reduced, by reason of any interruption, suspension or cessation of services except as otherwise provided herein. No interruption, suspension or cessation of services shall constitute a constructive or partial eviction. Landlord shall use its best efforts to perform repairs at reasonable times and upon notice. Where possible, Landlord shall provide Tenant with reasonable notice of such interruption of service.
Landlord does not represent that the electricity at the Premises is adequate or appropriate for Tenant's intended use. | Utility Services Compliance | Tax and Expense Payments |
Increased Fire Damage Liability
$250
Employee Benefits Liability(Claims Made Coverage)
$300
Aggregate Limit
$2,000,000
Each Employee Limit
$1,000,000
Deductible
NONE
Retroactive date:
5/29/2016 | Fire Damage Liability Coverage | Insurance Coverage Details |
Tenant, at its sole cost and expense, shall maintain and keep the flues, ducts, drains, wastepipes, sewers and connections with the Building's main sewers, in or appurtenant to the Premises, and/or leading from the Premises to the exterior of the Building, and/or located in the Basement of the Building (for the purposes of this subparagraph “b” referred to collectively as the "drainpipes") in good repair and free from all dirt, dust, grease and other obstructions pursuant to a maintenance contract which shall remain in full force and effect throughout the term hereof, and copies of all such maintenance contracts shall be furnished to Landlord; and Tenant, at its sole cost and expense, shall make any necessary replacements of said drainpipes defined above. Further, Tenant, at its sole cost and expense, shall install grease traps where necessary to keep the other elements of the drainpipes free from grease. Tenant, at its sole cost and expense, promptly shall repair any leaks in the drainpipes. Tenant, at its sole cost and expense, shall also repair, maintain and make any necessary replacements of the flues, ducts, drains, wastepipes, grease traps, sewers and connections with the Building's main sewers, no matter where located in or appurtenant to the Building, if any such repairs are made necessary due to the negligence of the Tenant or its agents or employees or Tenant's use of the Premises. | Drainpipe Maintenance and Repair | Maintenance and Repair Requirements |
• means included in applicable Covered Property Limit of Insurance | Covered Property Limit | Insurance Coverage Options |
ELECTRONIC VANDALISM
LIMIT OF INSURANCE
Aggregate in any 12 month period of this policy:
$10,000 | Electronic Vandalism Coverage | Vandalism Coverage Details |
SHOPPING CENTERS - MAINTAINED BY THE LESSEE (LESSOR'S RISK ONLY)
TX
5/7
61217
BUILDINGS OR PREMISES - BANK OR OFFICE -
Prem/Ops.
95,583
52.752
$5,042
TX
6/8
61217
BUILDINGS OR PREMISES - BANK OR OFFICE -
Prem/Ops.
93,311
52.752
$4,922
TX
6/9
46606
PARKING - PUBLIC - SHOPPING CENTERS - MAINTAINED BY THE LESSEE (LESSOR'S RISK ONLY)
Prem/Ops.
22,445
18.168
$408
TX
7/10
61217
BUILDINGS OR PREMISES - BANK OR OFFICE -
Prem/Ops.
70,000
52.752
$3,693
TX
8/11
61217
BUILDINGS OR PREMISES - BANK OR OFFICE -
Prem/Ops.
1,447
52.752
$76
TX
8/12
46606
PARKING - PUBLIC - SHOPPING CENTERS - MAINTAINED BY THE LESSEE (LESSOR'S RISK ONLY)
Prem/Ops.
134,524
18.168
$2,444
TX
8/13
61217
BUILDINGS OR PREMISES - BANK OR OFFICE -
Prem/Ops.
138,000
52.752
$7,280
TX
9/14
61217
BUILDINGS OR PREMISES - BANK OR OFFICE -
Prem/Ops.
122,000
52.752
$6,436
TX
9/15
46606
PARKING - PUBLIC - SHOPPING CENTERS - MAINTAINED BY THE LESSEE (LESSOR'S RISK ONLY)
Prem/Ops.
100,400
18.168
$1,824
TX
10/16
61217
BUILDINGS OR PREMISES -
Prem/Ops.
83,940
43.485
$3,650 | Shopping Center Insurance | Shopping Center Maintenance |
67. Tenant’s Checks to Landlord | Tenant's Checks to Landlord | Tenant’s Checks |
By Ybpp
in any one occurrence:
$5,000 | Maximum Coverage Limit | Maximum Coverage Limit |
The purpose of this SOW is to describe the Software and Services that Company will initially provide to Daltech, Inc. the “Client”) under the terms and conditions of the Services Agreement entered into between the parties on June 15, 2021 (the “Agreement”). Additional terms and conditions may be set forth in this SOW, and additional SOWs that may be subsequently signed. | SOW Description | Applicability and Enforcement Rights |
We will issue notes as global notes in registered form. If it is stated in the applicable pricing supplement that the notes are to be issued under NSS and that they are intended to be eligible collateral for Eurosystem monetary policy, the notes will be registered in the name of a nominee for a common safekeeper for Euroclear and Clearstream, Luxembourg, and we will deliver these notes to a common safekeeper for Euroclear and Clearstream, Luxembourg. | Global Note Registration | Note Registration |
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. | Legal Compliance | Legal Compliance |
42D. Music, Noise, and Vibration
Tenant shall not use or permit the use of the Premises or any part thereof as a discotheque, or for dancing of any kind or nature nor allow any sounds to be heard, recorded or measured in any portion of the Building outside of the Premises above 45 decibels or in violation of any law, rule or ordinance including the New York Administrative Code or in any way which would violate any of the other covenants, agreements, terms, provisions and conditions of this Lease or for any unlawful purposes or in any unlawful manner, which is a substantial obligation of this Lease, a breach of which shall constitute a ground for termination of the Lease. Tenant shall be allowed to play only recorded music in the Premises. Tenant shall not permit live music to be played in the Premises. Landlord makes no representation that the playing of recorded music is permitted under applicable laws and/or government regulations. The decibel level of any music played by Tenant or vibrations emanating therefrom shall not unreasonably disturb any tenants of the Building. Tenant, at its sole cost and expense, shall install sound proofing and take such other steps, including installation of vibration eliminators, false ceilings and noise barriers, as are required in the reasonable determination of Landlord to prevent noise and vibrations from disturbing any tenants of the Building. If reasonably requested by Landlord, Tenant shall submit to Landlord a plan of the steps taken to prevent noise and vibration for Landlord’s approval, which plan shall address the issues of vibrations and noise emanating from any source within the Premises, including any kitchen, cleaning, ventilation or other equipment therein, and shall complete all work in accordance with such plan, or if approved, prior to commencement of business. If the steps taken to eliminate noise or vibration, whether or not Landlord previously approved such steps, shall reasonably be deemed unsatisfactory to Landlord,
Landlord shall give notice specifying the changes, alterations or repairs to be made at Tenant’s sole expense. If such changes, alterations or repairs are not completed or repairs are not being diligently made within thirty days of such notice as specified by Landlord, Landlord may, at its sole discretion, either (i) cure such condition and thereafter add the cost and expenses incurred by Landlord therefor as Additional Rent to the next monthly installment of Fixed Rent to become due; or (ii) treat such failure to eliminate noise and vibration as a material default hereunder.
Tenant shall not suffer, allow or permit any vibration, noise, or other undesirable effects to emanate from the Premises, or any equipment or other installation, including but not limited to any ventilation fan, motor and related equipment located on the roof of the Building or elsewhere, that services the Premises, if any, or otherwise suffer, allow, or permit the same to constitute a nuisance or otherwise interfere with the safety, comfort or convenience of the Landlord or any other occupant of the Building. All installations which Tenant may make at or in respect of the Premises shall be placed and maintained by Tenant in settings and in such other manner as shall be reasonably sufficient to prevent vibration and to minimize noise, odors or annoyance of any kind. Tenant shall submit to Landlord for Landlord's prior written approval complete mechanical plans showing the location and installation details of all mechanical equipment, provided that any approval by Landlord shall not be construed to mean that Landlord agrees that such mechanical or other equipment complies with or will function in a manner which will cause Tenant to be in compliance with any of the terms and conditions of this Lease.
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. | Music and Noise Restrictions | Music, Noise and Vibration |
Assignment Neither party may assign this Agreement without the prior written consent of the other party and any attempt to do so will be void. Any notice or consent under this Agreement will be in writing to the address specified below. If any provision of this Agreement is adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect. Any waivers or amendments shall be effective only if made in writing signed by a representative of the respective parties. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties, and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. Both parties agree that the Agreement is signed by a duly, authorized company representative authorized to bind the company to its terms and services and no consent from any third party is required. | Assignment & Waiver Requirements | Assignment and Modification |
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. | Flood Insurance Coverage Limits | Flood Coverage |
(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; | Legally Acquired Information | No Obligation to Restore Confidentiality |
Notwithstanding the foregoing, provided Tenant is not then in default of this Lease, on March 15, 2022, Landlord shall return $26,000 of the Security to the Tenant and the Security obligation shall be $52,000. In the event Tenant continues to comply with all of the terms and conditions of this Lease, and provided Tenant is not then in default of this Lease, on March 15, 2022, Landlord shall return | Security Reduction | Security Return |
Additional covered property
Personal Property at Undescribed Premises
LIMITS OF INSURANCE
At any “exhibition” premises
Not Covered
At any installation premises or temporary storage premises
Not Covered
At any other not owned, leased or regularly operated premises
$25,000
Personal Property in Transit
$25,000 | Personal Property Coverage Limits | Insurance Coverage Details |
Deluxe property coverage part schedule - specific limits - described premises | Deluxe Property Coverage | Property Coverage Details |
ELECTRONIC VANDALISM LIMITATION ENDT | Electronic Vandalism Limitation | Electronic Vandalism Limitation |
Give patient antihistamine to block inflammation as well. 4 days of Diphenhydramine 25 mg bid. | Antihistamine Treatment | Anti-Inflammatory Requirements |
StreetSTE 100 HOUSTON, TX
Coverage
Flood Limit
500,000
Flood Blanket
No | Flood Coverage | Flood Coverage Limits |
Time shall be of the essence with respect to all obligations under this Article 72. | Time Sensitivity | Time of Essence |
NUCLEAR ENERGY LIABILITY EXCLUSION | Nuclear Energy Liability Exclusion | Nuclear Energy Liability Exclusion |
Intended to Be Held in a Manner Which Would Allow Eurosystem Eligibility: | Eurosystem Eligibility | Intended Use of Notes |
In the event the fixed annual rent or additional rent or any part thereof provided to be paid by Tenant under the provisions of this Lease during the demised term shall become uncollectible or shall be reduced or required to be reduced or refunded by virtue of any Federal, State, County or City law, order or regulation, or by any direction of a public officer or body pursuant to law, or the orders, rules, code or regulations of any organization or entity formed pursuant to law, whether such organization or entity be public or private, then Landlord, at its option, may at any time thereafter terminate this Lease, by not less than thirty (30) days written notice to Tenant, on a date set forth in said notice, in which event this Lease and the term hereof shall terminate and come to an end on the date fixed in said notice as if the said date were the date originally fixed herein for the termination of the demised term. Landlord shall not have the right so to terminate this Lease if Tenant within such period of thirty (30) days shall in writing lawfully agree that the rentals herein reserved are a reasonable rental and agree to continue to pay said rental, and if such agreement by Tenant shall then be legally enforceable by Landlord.
If any term, covenant or condition of this Lease or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Lease, or the application of such term, covenant or condition to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term, covenant or condition of this Lease shall be valid and be enforced to the fullest extent permitted by law. | Rent Reduction Termination | Termination for Uncollectability |
Illustration of study design for Protocol I8B-MC-ITRV.
Patients will be required to attend the CRU on at least 8 occasions (no more than 10 occasions if dose-finding and/or one MMTT rescheduled) as noted in the Study Schedule (see Section 2):
Informed consent
Screening visit
Lead-in and insulin transition period (see Section 9.2.1)
4 inpatient CRU study visits (including dose finding assessment [see Section 9.2.2])
A follow-up visit
Eligible patients who have satisfied the entry criteria and completed all screening procedures will return to the CRU at least 2 weeks prior to Period 1 Day -2 to begin a lead-in and insulin transition period. When patients visit the CRU to begin the lead-in period, patients will receive instruction on general diabetes education including measurement of self-monitored plasma glucose (SMPG) and receive instruction on the insulin transition (see Section 9.2.1). During the insulin transition period, patients will transition from their current basal insulin therapy to site- provided insulin glargine and Humalog CCI (see Section 9.2.1). Following insulin transition, patients will return to the CRU for the dose-finding assessment (see Section 9.2.2) on either the evening of Day -2, Period 1 or early morning of Day -1, Period 1. The dose-finding assessment will use Humalog administered immediately before a standardized liquid test meal (MMTT) to inform the dose of LY900014 and Humalog to be used during subsequent study MMTT assessments. Upon completion of the dose-finding assessment, patients will be randomised to 1 of 4 treatment sequences. Prior to the MMTT in each study period, patients will undergo a run-in period (see Section 9.2.3.1) to achieve a predetermined glucose target of 135 ±15 mg/dL (7.5 ±0.8 mmol/L). Once the glucose target has been attained, patients will proceed with the MMTT in which a single individualized SC dose of LY900014 or Humalog will be administered either immediately before the test meal or 20 minutes following the start of the test meal (see Section 9.2.3.2).
Doses of LY900014 and Humalog during the 4 study periods will be separated by a minimum washout of approximately 21 hours. The maximum duration allowed for all 4 periods is approximately 6 weeks. Patients will continue using site-provided Humalog and insulin glargine during the washout periods between MMTTs (see Section 7.7 for use of concomitant medication and basal insulin). During the washout periods, patients will be instructed to perform regular blood glucose monitoring (see Section 9.5.7).
Following completion of all study procedures in each Period, patients may be offered a meal and discharged from the CRU at the discretion of the principal investigator.
Study governance considerations are described in detail in Appendix 3.
5.2. Number of Participants
Up to 36 patients may be enrolled so that approximately 30 patients complete the study. For purposes of this study, a patient completes the study when all scheduled procedures shown in the Schedule of Activities have been finished. Patients who drop out may be replaced, and the replacement patient will adopt all 4 assigned crossover treatments of the original patient’s randomization schedule.
5.3. End of Study Definition
End of the study is the date of the last visit or last scheduled procedure shown in the Schedule of Activities (Section 2) for the last patient.
5.4. Scientific Rationale for Study Design
The study is a 4-period crossover design to reduce the variability of insulin PK and GD, as each patient will act as his/her own control. The total number of patients needed with a crossover design is less than the number needed with a parallel group design. A maximum duration of approximately 6 weeks is allowed for patients to complete all 4 assigned periods to minimize the risk of insulin resistance/changes in mean glycemic control during the study.
Randomization and blinding are used to avoid bias introduced through an association between allocation order of investigational medicinal product (IMP) and patient characteristics. The Lilly clinical pharmacologist (CP)/Lilly study team will be unblinded.
In each study period patients will undergo a run-in period before the MMTT using a variable insulin and glucose IV infusion. This run-in period will allow for improved comparability of the postprandial glucose response to a mixed meal after treatment with LY900014 and Humalog administered either immediately before the start of the meal, or 20 minutes following the start of the test meal. This run-in aims to achieve similar preprandial glucose levels for all patients before the start of the test meal and thereby reduces the variability of the postprandial glucose response. Insulin glulisine has been chosen for the IV optimization of blood glucose during the run-in because insulin glulisine does not cross-react with the insulin lispro–specific assay used for the PK analysis.
Under this design, if two periods occur on consecutive days, the interval between the last bolus on the first day and the first bolus on the second day is much longer compared to the length of time that the treatment (LY900014 or Humalog) lasts in the bloodstream; therefore, no carryover effect is assumed. This enables PK and GD data from the breakfast meal tests of each period to be analyzed independently and separately.
A minimum of approximately 21 hours washout between the test meals allows for a complete washout of study drug administered with the MMTT and glucose response and prevents carry- over effects.
5.5. Justification for Dose
The bolus dose of insulin lispro (LY900014 or Humalog) will be individualized per patient to cover the carbohydrate content in this standardized liquid test meal. This dose of insulin is reflective of a clinically relevant, individualized insulin dosing, similar to how patients would determine the insulin dose for the carbohydrate content in a meal. For each patient, the individualized prandial insulin lispro dose in LY900014 and Humalog for each test meal must be kept identical throughout the crossover periods.
6. Study Population
Eligibility of patients for study enrollment will be based on the results of screening medical history, physical examination, vital signs, clinical laboratory tests, and electrocardiogram (ECG).
The nature of any conditions present at the time of the physical examination and any preexisting conditions will be documented.
Screening may occur over a 14 day period prior to the lead-in site visit. Patients who are not entered within this time period, may be subjected to an additional medical assessment and/or clinical measurements to confirm their eligibility.
Prospective approval of protocol deviations to recruitment and enrollment criteria, also known as protocol waivers or exemptions, are not permitted.
6.1. Inclusion Criteria
Patients are eligible for inclusion in the study only if they meet all of the following criteria at screening and/or enrollment:
[1] are male or female patients with T1DM for at least 1 year. A diagnosis of T1DM is based on medical history with a fasting C-peptide <0.30 nmol/L.
a. Male patients:
i. No male contraception required except in compliance with specific local government requirements
b. Female patients:
i. Women of child-bearing potential who are abstinent (if this is complete abstinence, as their preferred and usual lifestyle) or in a same sex relationship (as part of their preferred and usual lifestyle) must agree to either remain abstinent or stay in a same sex relationship without sexual relationships with males.
ii. Otherwise, women of child-bearing potential participating must agree to use one highly effective method of contraception until discharge from final treatment period.
1. Women of child bearing potential must test negative for pregnancy prior to initiation of treatment as indicated by a negative serum pregnancy test at the screening visit followed by a negative urine pregnancy test within 24 hours prior to exposure in Period 1.
2. A highly effective method of contraception includes a combined (estrogen and progestogen containing) or progestogen-only hormonal contraception administered orally, intravaginally, or transdermally and is associated with inhibition of ovulation. Alternatively, patients may use either an intrauterine device, intrauterine hormone-releasing system, bilateral tubal occlusion, or the partner should have been vasectomised.
iii. Women not of childbearing potential may participate and include those who are:
1. infertile due to surgical sterilization (hysterectomy, bilateral oophorectomy or bilateral salpingectomy), congenital anomaly such as mullerian agenesis; or
2. post-menopausal – defined as a woman being amenorrheic for more than 1 year without an alternative medical cause and a serum follicle- stimulating hormone (FSH) level compatible with postmenopausal status. A FSH level in the post- menopausal range may be used to confirm a post- menopausal state in women not using hormonal contraception or hormonal re | Inclusion Criteria | Insulin Transition Period |
If not otherwise specified in this lease, and except in the case of (i) monthly installments of Rent or additional rent (which are due on the first of each calendar month without notice), and (ii) payments due from Tenant following a default which remains uncured beyond the expiration of the applicable notice and cure period (which shall be due and payable on demand), Tenant shall have a period of ten (10) business days after delivery of written request in which to make payments. | Payment Request Period | Payment Terms |
(l) methadone maintenance clinic or center; | Clinic Type | Methadone Maintenance Clinic or Center |
Hazard statements
:
No known significant effects or critical hazards. | Hazard Statement | No Significant Effects |
ARTICLE 19
NO LIEN
Section 19.1 Carrier shall have no lien, and hereby expressly waives its right to any lien on any
cargo, freight, or property of Shipper or any of its customers, consignors or consignees.
EXECUTED on the dates indicated below but effective as of the Effective Date first above written. | No Lien | No Lien |
Earthquake Coverage
NO
Agreed Value
YES
Causes of Loss - Special Form | Earthquake Coverage Details | Earthquake Coverage Details |
$3,000,000, including umbrella coverage, (b) to cover at least the following hazards (1) Premises and operations, including but not limited to flooding, backup of sewers and drains, burglary, theft, and plate glass (2) Tenant's independent contractors; (3) contractual liability for all written and oral contracts; and (4) contractual liability covering the indemnitees contained elsewhere in this Lease, and Liquor Law legal liability insurance. | Insurance Coverage Details | Insurance Coverage Details |
History of Present Illness:
77 y o woman in NAD with a h/o CAD, DM2, asthma and HTN on altace for 8 years awoke from sleep around 2:30 am this morning of a sore throat and swelling of tongue. She came immediately to the ED b/c she was having difficulty swallowing and some trouble breathing due to obstruction caused by the swelling. She has never had a similar reaction ever before and she did not have any associated SOB, chest pain, itching, or nausea. She has not noticed any rashes, and has been afebrile. She says that she feels like it is swollen down in her esophagus as well. In the ED she was given 25mg benadryl IV, 125 mg solumedrol IV and pepcid 20 mg IV. This has helped the swelling some but her throat still hurts and it hurts to swallow. Nothing else was able to relieve the pain and nothing make it worse though she has not tried to drink any fluids because of trouble swallowing. She denies any recent travel, recent exposure to unusual plants or animals or other allergens. She has not started any new medications, has not used any new lotions or perfumes and has not eaten any unusual foods. Patient has not taken any of her oral medications today. | Acute Throat Swelling | History of Present Illness |
A Change Order will be binding only if signed by both parties. Any and all Change Orders will be governed by the terms and conditions set forth in this Agreement, and are hereby incorporated by this reference. Any additional Deliverables described in the Change Order will be subject to the Payment provisions as described in Section 7 of the Agreement.
4. Hours of Operation
5.
Travel. If the Deliverable will be completed according to a fixed price SOW and travel is required, then Client must sign the Agreement and SOW and pay required Deposit at least 30 days prior to proposed travel. If the Agreement and SOW are not signed and Deposit is not received at least 30 days prior to proposed travel, Company reserves the right to amend the SOW estimate solely with regard to travel and lodging expenses so that the SOW estimate reflects actual costs incurred by Company.
• Engineering:
• Monday-Friday 6AM-6PM PST
• engineering@digitalmemex.com
• (206) 684-8889
• Support:
• 24 x 7 x 365
• support@digitalmemex.com
• (206) 684-8888 | Travel & Hours of Operation | Travel Requirements |
Meteorological Information and Flight Plan | Flight Planning | Meteorological Information and Flight Plan |
Pertinent Diagnostic Tests:
Na 140 K 4.5 Cl 109 Co2 23 BUN 29 Cr 1.0 Ca 9.9 Mg 1.4 Phos 3.6
PTT 26.7 WBC 9.9 Hgb 10.0 Hct 30.3 Plt 373
EKG - no signs of ischemia | Lab and EKG Results | Diagnostic Tests |
• continue albuterol and ipratropium nebs prn
• resume theophylline when patient can take oral meds
++DM
• Not on oral home meds
• Patient is on corticosteroids that increase blood glucose levels, so put patient on sliding scale normal insulin to adjust for high sugars
• Resume neurontin for neuropathy when oral meds can be taken
++HTN
• Continue patient’s BP control with Diltiazem drip 5mg/hour
• HOLD altace (ACEI) that is most likely the cause of angioedema
• Consider an alternative HTN medication to replace the ACEI. Can’t use a HCTZ because of sulfa allergy. Also has asthma/COPD picture so beta blocker may not work well either.
++CAD s/p PCI in 1999
- Resume simvastatin and aspirin when patient is able to take oral meds
++GERD
- famotidine when oral meds are resumed | Medication Adjustments | Treatment Plan |
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. | Defense of Claims | Defense of Claims |
66. Tenant’s Punctual Payment Obligation
Tenant expressly recognizes that Tenant’s due and punctual performance of all of its obligations under this Lease throughout the term thereof is of paramount importance to Landlord and, without limiting the provisions of Article 17, Tenant agrees that, if Tenant shall default (a) in the timely payment of fixed rent or additional rent and such default shall continue beyond the 10 day grace period and repeated in two consecutive months or for a total of four months in any period of twelve consecutive months, or (b) in the timely performance, beyond any applicable cure period, of any other obligations of Tenant under this Lease and such default shall occur more than two (2) times in any period of twelve months, then s, any further similar default shall be deemed to be deliberate and Landlord thereafter may either (i) serve a three (3) day notice of cancellation of this Lease as and with the
effects provided in subparagraph (1) of Article 17 or (ii) by notice to Tenant, increase the amount of security deposit required under the Lease so that Tenant shall provide three (3) additional month’s rent at the then current rate. | Tenant Punctual Payment Obligation | Payment Obligation |
COMPANY WILL NOT BE LIABLE FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS, LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. | No Liability for Damages | Indemnification |
Period
Rate P/S/F Per Annum
Monthly Base Rent
Period Base Rent
Months 1 – 12
$33.82
$27,487.21
$329,846.46
Months 13 – 24
$34.83
$28,311.82
$339,741.85
Months 25 – 36
$35.88
$29,161.18
$349,934.11
Months 37 – 48
$36.96
$30,036.01
$360,432.13
Months 49 – 60
$38.06
$30,937.09
$371,245.10
Months 61 – 72
$39.21
$31,865.20
$382,382.45
Months 73 – 84
$40.38
$32,821.16
$393,853.92
Months 85 – 96
$41.59
$33,805.80
$405,669.54 | Rent Schedule | Periods and Rates |
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. | Billing Statement Disputes | Applicability of Article |
Section 13.14 This Agreement shall be construed as a whole in accordance with the fair and reasonable meaning of
its language, and, regardless of which party co-drafted this Agreement, this Agreement shall not be construed in
favor of or against either party.
Section 13.15 This Agreement constitutes the complete and entire agreement between the parties and supersedes any prior or contemporaneous agreements or understandings between the parties with respect to its subject matter. This Agreement covers and controls the entire business relationship between the parties including any claims, disputes or other conflicts which may arise between the parties and which are brought or occur after the
effective date even if the events or actions occur in whole or in part prior to the Effective Date. | Entire Agreement | No Prior Agreements |
65. Tenant Waivers
Tenant waives trial by jury in any action, proceeding, or counterclaim whatsoever brought by Landlord or Tenant arising out of or in any way connected with this Lease, the relationship of Landlord and Tenant, Tenant’s use of or occupancy of the Premises, and/or any emergency statutory or any other statutory remedy. It is further mutually agreed that in the event Landlord commences any summary proceeding for possession of the Premises, or any other action or proceeding against the Tenant or the Premises, Tenant will not interpose any unrelated counterclaim of whatever nature or description in any such proceeding.
. | Jury Waiver and No Counterclaims | Tenant Waivers |
Itemized Fees
Fee
Software
MagicSoft Mobile x 250 seats
$220,000
MagicSoft Connect x 250 seats
$75,000
MagicSoft Hub Connector
$25,000
All services provided below are subject to additional costs for work performed outside of regular working hours, as specified in section 2.3 of the MSA. All new work will be scoped with Customer before commencing.
Service
Initial Setup
$22,000
Profile Customizations
$22,000
Connector Enablement
$10,000
Total
$374,000
3.
Fees and Terms.
Fixed Price: $374,000
Start Date: 03/15/2021
End Date: 07/01/2021 | Software and Service Fees | Fees and Terms |
Deluxe business income - additional coverages and coverage extensions | Business Income Extensions | Building Coverage Extensions |
Technology Professional Liability Errors & Omissions policy (which includes Cyber Risk coverage and Computer Security and Privacy Liability coverage) with a limit of no less than $5,000,000 per occurrence and in the aggregate. | Technology Professional Liability Insurance | Coverage Options |
2. Fees. The Services outlined in this SOW reflect the initial understanding of Client’s desired Deliverable and Company reserves the right to alter the manner in which Services are provided if Company determines different services are necessary to complete the Deliverable. Company shall provide the following Services to the Client:
Itemized Fees
Software
MagicSoft Mobile x 50 seats
$105,000
MagicSoft Connect x 50 seats
$105,000
MagicSoft Hub Connector
$25,000
Service
Initial Setup
$22,000
Profile Customizations
$22,000
Connector Enablement
$10,000
Support
Training
$25,000
Production Support
$10,000
TOTAL
$324,000
All services provided are subject to additional costs for work performed outside of regular working hours, as specified in section 2.3 of the MSA. All new work will be scoped with Customer before commencing. | Fees Details | Fees and Payment |
12. General Provisions.
12.1 Insurance Company will maintain during the entire Term of this Agreement, at its own expense, the types of insurance coverage specified below, on standard policy forms and with insurance companies with at least an A.M. Best Rating of A-VII authorized to do business in the jurisdictions where the Company services are to be performed.
(a) Workers’ Compensation insurance prescribed by applicable local law and Employers Liability insurance with limits not less than $1,000,000 per accident/per employee. This policy shall include a waiver of subrogation against Client.
(b) Business Automobile Liability covering all vehicles that Company owns, hires or leases with a limit of no less than $1,000,000 (combined single limit for bodily injury and property damage) for each accident.
(c) Commercial General Liability insurance including Contractual Liability Coverage, with coverage for products liability, completed operations, property damage and bodily injury, including death, with an aggregate limit of no less than $2,000,000. This policy shall name Client as an additional insured with respect to the provision of services provided under this Agreement. This policy shall include a waiver of subrogation against Client.
(d) Technology Professional Liability Errors & Omissions policy (which includes Cyber Risk coverage and Computer Security and Privacy Liability coverage) with a limit of no less than $5,000,000 per occurrence and in the aggregate.
(e) Crime policy with a limit of no less than $5,000,000 per occurrence and in the aggregate.
(f) Excess Liability/Umbrella coverage with a limit of no less than $9,000,000 per occurrence and in the aggregate (such limit may be achieved through increase of limits in underlying policies to reach the level of coverage shown here). This policy shall name Client as an additional insured with respect to the provision of services provided under this Agreement. This policy shall include a waiver of subrogation against Client. | Insurance Requirements | Insurance Coverage Details |
subject to the following minimum, in any one occurrence: | Minimum Requirement | Minimum Requirement |
Ingredient name
%
CAS number
Titanium dioxide
1 - 5
13463-67-7 | Ingredient Information | Ingredient Summary |
Landlord does not represent that the electricity at the Premises is adequate or appropriate for Tenant's intended use. | Electricity Adequacy | Electricity Requirements |
Your Business Personal Property | Your Business Personal Property | Your Business Personal Property |
InsuranceA Risk Control: Our Expertise is Your Advantage | Risk Control Services | InsuranceA Risk Control |
Time Element, in any one occurrence:
72Hours | Maximum Time Element | Time Element Requirements |
Tenant shall, at its sole cost and expense, maintain and promptly make all repairs and replacements, structural or otherwise, ordinary and extraordinary, to all of the furnishings, fixtures, kitchen equipment, all other equipment, effects and property of every kind, nature and description located in the premises. | Tenant Repairs & Replacements | Maintenance and Repairs |
No cigarette smoking will be permitted during the study. | No Smoking Policy | Smoking Restriction |
shall be free to tender freight for transportation to carriers other than Carrier. | Freight Tender Rights | Freight Tendering |
If the Deliverable will be completed according to a fixed price SOW and travel is required, then Client must sign the Agreement and SOW and pay required Deposit at least 30 days prior to proposed travel. If the Agreement and SOW are not signed and Deposit is not received at least 30 days prior to proposed travel, Company reserves the right to amend the SOW estimate solely with regard to travel and lodging expenses so that the SOW estimate reflects actual costs incurred by Company. | Travel and Lodging Requirements | Travel and Lodging Requirements |
Tenant covenants and agrees that it will permit Landlord, its agents, servants, employees, licensees, invitees, and contractors, at any and all times during regular business hours, to pass and repass on and through the Premises and basement of the Building, or such portion thereof as may be necessary, in order that they or any of them may gain access to any facilities of the Building for inspection, repairs and alterations as provided herein. Landlord shall provide Tenant , 24 hour advance notice of such entry, and coordinate such entry to avoid disruption of Tenant's business activities. Tenant agrees further that it will, during the entire term of this Lease, keep the Landlord informed of the telephone numbers of at least three persons or parties having keys to the Premises in order that, in the event of an emergency which requires Landlord to have access to the Premises during other than regular business hours, Landlord may arrange with such persons or parties to be admitted to the Premises, provided, however, that if Landlord is unable to arrange for admittance to the Premises during such emergency, or if time does not permit the making of such arrangements, Landlord shall have the right to gain admittance to the demised Premises forcibly or by otherwise breaking into the Premises, and the sole liability of Landlord to Tenant in such event shall be that Landlord shall be obligated to repair all damage caused by such breaking in within a reasonable time after the occurrence thereof and secure the Premises as soon as possible thereafter.
Without limiting Landlord's rights under the foregoing paragraph of this Article, Tenant covenants and agrees that, provided notice of renewal has not been given under Article 72, it will permit
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. | Entry Rights | Emergency Access and Keyholders |
taken or such security shall be furnished at the expense of Tenant; and (d) Tenant shall keep Landlord regularly advised as to the status at such proceedings. | Landlord Status Updates | Advise Landlord Status |
6.4.8 The proposed transferee shall not be, and shall not be affiliated with, anyone with whom Landlord or any of its affiliates or mortgagees has been involved with in litigation or who has defaulted under any agreement with Landlord or any of its affiliates. | Affiliation Restriction | Legal Restrictions |
Optional coverage
COVERAGE
PREMIUM | Optional Coverage Details | Optional Coverage Details |
Subject to the terms and conditions contained elsewhere in this Lease, Tenant may use the area of the basement of the building, shown in Exhibit A annexed hereto, solely for purposes of allowed under the existing Temporary Certificate of Occupancy annexed as Exhibit Band for no other purpose.Landlord represents that basement area shown on Exhibit A is “eating and drinking establishment.” | Allowed Use of Facility | Basement Use |
Landlord shall have no obligation to furnish to Tenant or the Premises air conditioning. Any air conditioning unit and equipment located in or servicing the Premises (the "Air Conditioning System") on the date the term of this Lease shall commence may be utilized by Tenant provided that Landlord shall have no obligation with respect thereto and that Tenant shall accept the same in its "AS IS" condition. Tenant shall, at its sole cost and expense (a) maintain and promptly make all repairs and replacements, structural or otherwise, ordinary and extraordinary, to all components of the Air Conditioning System, (b) maintain throughout the term of the lease a full service contract covering the Air Conditioning System with Henick-Lane Service Corp. or any other company of reasonably equivalent quality and reputation, (c) pay all permit fees and other costs associated with any Air Conditioning System, and (d) deliver to Landlord a copy of said full service contract within five business days of demand by Landlord. Tenant shall not be released or excused from the performance of any of its obligations under this Lease for any failure or for interruption or curtailment of any Air Conditioning System, for any reason whatsoever, and no such failure, interruption, or curtailment shall constitute a constructive or partial eviction.
69. Compliance with Anti-Terrorism, Embargo, Sanctions and Anti-Money Laundering Laws.
Tenant represents that neither Tenant, nor the principals, officers, partners, and/or members of Tenant: (i) is currently identified on the list maintained by the U.S. Department of the Treasury, Office of Foreign Assets Control ("OFAC"), generally known as the OFAC List" (formerly known as the Specially Designated Nationals and Blocked Persons List); (ii) is currently identified on the lists maintained by the U.S. Department of Commerce (the "DOC List") and/or the U.S. Bureau of Industry and Security (the "BIS List"); (iii) acts for or on behalf of any person or persons listed on the OFAC List, the DOC List, the BIS List, and/or any other known list of denied persons, excluded persons, and excluded entities maintained by the federal agencies of the United States; and (iv) is a person or persons, or acts for or on behalf of any person or persons, with whom a citizen or business of the United States is prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition of United States law, regulation, or Executive Order of the President of the United States of America. | Air Conditioning | Air Conditioning |
FED TERRORISM RISK INS ACT DISCLOSURE | Federal Disclosure | Federal Taxpayer Identification |
Wreckage and Impact Information
Crew Injuries:
1 Fatal
Aircraft Damage:
Substantial
Passenger Injuries:
N/A
Aircraft Fire:
Ground Injuries:
N/A
Aircraft Explosion:
Total Injuries:
1 Fatal
Latitude, Longitude: | Aircraft Accident Injuries | Wreckage and Impact Information |
Precipitation and Obscuration: | Precipitation and Obscuration | Precipitation and Obscuration |
Commercial Property Quote Summary
Prefix:
XXPD
Estimated Total Premium: $
63,571.00
Policywide Options
Premium
Restaurant Platinum Protection Plus Endorsement
$
3,500.00
Blanket Coverage
Limits
Blanket Coverage of Personal Property
$
5,397,200
Blanket Coverage of Business Income
$
1,428,658
Loc. Schedule Summary
Limits
Premium
1 StreetSTE 125, HOUSTON, TX
1-1 BUSINESS PERSONAL PROPERTY: CONTENTS
$ 1,372,200
$
9,503.00
1-2 BUSINESS INCOME INCLUDING EXTRA EXPENSE: BUSINESS INCOME WITH EXTRA EXPENSE
$ 285,714
$
1,597.00
2 StreetSTE 120, HOUSTON, TX
1-1 BUSINESS PERSONAL PROPERTY: CONTENTS
$ 375,000
$
2,902.00
1-2 BUSINESS INCOME INCLUDING EXTRA EXPENSE: BUSINESS INCOME WITH EXTRA EXPENSE
$ 285,715
$
1,597.00
3 StreetSTE 20, HOUSTON, TX
1-1 BUSINESS PERSONAL PROPERTY: CONTENTS
$ 850,000
$
5,554.00
1-2 BUSINESS INCOME INCLUDING EXTRA EXPENSE: BUSINESS INCOME WITH EXTRA EXPENSE
$ 285,715
$
1,438.00
4 StreetSTE 400, HOUSTON, TX
1-1 BUSINESS PERSONAL PROPERTY: CONTENTS
$ 750,000
$
6,233.00
1-2 BUSINESS INCOME INCLUDING EXTRA EXPENSE: BUSINESS INCOME WITH EXTRA EXPENSE
$ 285,714
$
1,815.00
1-3 BUSINESS PERSONAL PROPERTY: TENANT IMPROVEMENT
$ 200,000
$
1,550.00
5 StreetSTE 490, HOUSTON, TX
1-1 BUILDING: BUILDING
$ 2,275,000
$
10,693.00
1-2 BUSINESS PERSONAL PROPERTY: CONTENTS
$ 550,000
$
4,347.00
6 StreetSTE 450, HOUSTON, TX
1-1 BUSINESS PERSONAL PROPERTY: CONTENTS
$ 1,300,000
$
7,660.00
1-2 BUSINESS INCOME INCLUDING EXTRA EXPENSE: BUSINESS INCOME WITH EXTRA EXPENSE
$ 285,800
$
1,297.00
2-1 BUILDING:
$ 50,000
$
2,717.00
Extend Property Coverage for your Restaurant
The broad built-in protection of Insurance1’s business insurance provides comprehensive coverage to meet your basic property and liability needs. But, depending on your particular operation, you may need extra coverage. Insurance1 offers two property endorsements that enable you to easily boost your coverage in varying levels, insuring anything from accounts receivable and computers to brands and labels and loss of utility service.
Compare the specific product features shown below, then work with your agent to choose the level of protection that’s right for your business.
COVERAGE
GOLD
PLATINUM
Accounts Receivable
$50,000
$250,000 Policy Blanket Limit
Appurtenant (Detached) Structures
$25,000
$50,000
Arson Reward for Conviction (N/A in NY)
$10,000
$15,000
Artificially Generated Electrical Current Damage
$25,000
$50,000
Brands and Labels
$25,000
$50,000
Business Income and Extra Expense from Dependent Properties
$25,000
$50,000
Business Income and Extra Expense from Newly Acquired Properties
$50,000
$100,000
Business Personal Property Limit - Seasonal Increase
N/A
125% BPP up to $250,000
Claim Data Expense, Including Inventories and Appraisals
$5,000
$10,000
Computer Fraud and Funds Transfer Fraud
$25,000
$50,000
Computers and Media
$25,000
$250,000 Policy Blanket Limit
Computers and Media Off Premises
$5,000
$10,000
Contract Penalty
$10,000
$25,000
Covered Property Territory
1,000 Feet
1,000 Feet
COVERAGE
GOLD
PLATINUM
Credit Card Invoices
$5,000
$10,000
Debris Removal
$40,000
$250,000 Policy Blanket Limit
Discharge from Sewer, Drain or Sump (Not Flood-Related)
$25,000
$100,000
Employee Dishonesty
$50,000
$100,000
Fine Arts Coverage
$50,000
$250,000 Policy Blanket Limit
Fire and Security Alarm System Upgrade
25% of the cost up to $10,000
25% of the cost up to $25,000
Fire Department Service Charge
$25,000
Actual Cost
Fire Extinguisher Recharge
- $25,000 for Recharge
- $5,000 for Clean-up
- $5,000 Business Income
- $50,000 for Recharge
- $5,000 for Clean-up
- $5,000 Business Income
Food Contamination
$25,000/$10,000
$100,000/$50,000
Forgery or Alteration
$50,000
$100,000
Foundations and Underground Pipes
Included in Building Limit
Included in Building Limit
Increased Cost of Construction
See Ordinance or Law
See Ordinance or Law
Ingress or Egress
N/A
$25,000
Limited Business Income
$100,000
$250,000
Limited Extra Expense
$100,000
$250,000
Master Key / Key Card Replacement
$10,000
$50,000
Money and Securities
$10,000
$50,000
Newly Acquired or Constructed Property
$1 million / $500,000
$2 million / $1 million
Off Premises Business Income and Extra Expense Special Event Cancellation
$25,000
$50,000
Ordinance or Law Coverage
Coverage A - Building limit Coverage B - $100,000 Coverage C - $100,000
Coverage A - Building limit Coverage B - $250,000 Coverage C - $250,000
Outdoor Property
$50,000 / $2,500 per tree
$250,000 Policy Blanket Limit
Pairs or Sets
N/A
$250,000 Policy Blanket Limit
Personal Effects / Customer’s Property
$25,000
$25,000 / $250,000 Policy Blanket Limit
Pollutant Clean Up and Removal
$25,000
$50,000
Preservation of Property
45 days
90 days
Property in Transit
$25,000 / $20,000
$50,000 / $20,000
COVERAGE
GOLD
PLATINUM
Property Off Premises
$50,000
$100,000
Property while Airborne or Waterborne
N/A
Included in BPP limit
Salespersons Samples Off Premises
$10,000
$25,000
Spoilage of Perishable Goods
$25,000
$50,000
Tenant's Building Glass Liability
Included in BPP limit
Included in BPP limit
Unauthorized Business Card Use
$10,000
$25,000
Utility Services — Direct Damage
Overhead transmission lines excluded; coverage can be purchased
$50,000
$100,000
Utility Services — Time Element
Overhead transmission lines excluded; coverage can be purchased
$50,000
$100,000
Valuable Papers and Records — Cost of Research
$50,000
$250,000 Policy Blanket Limit
Additional Coverages and Coverage Extensions included in these endorsements apply only when applicable Building and/or Business Personal Property underlying coverage is selected on the Commercial Property Policy. This summary is intended for reference only and does not include policy conditions, exclusions, and limitations. Refer to your policy for details of coverages. If there is any conflict between the policy and the summary, the provisions of the policy prevail.
Products underwritten by Insurance1 Insurance Company and Affiliated Companies. Not all Insurance1 affiliated companies are mutual companies, and not all Insurance1 members are insured by a mutual company.
Insurance1here.com
Location 001
Total Premium:
$11288.00
StreetSTE 125 HOUSTON, TX
Coverage
Flood Limit
500,000
Flood Deductible
50,000
Flood Blanket
No
Flood Premium
188
Building 1 - RESTAURANT
Class Code
542
Construction Type
MASONRY NON-COMBUSTIBLE
Year Built
1960
Stories
1
Property Interest
OWNER OCCUPIED
Total Area
4,000
Protection Class
1
Sprinklered
NO
Burglar Alarm
NO
Coverages
Building Personal Property - CONTENTS
Valuation
REPLACEMENT COST
Property Deductible
$10,000
Wind/Hail Ded. ($ or %)
1
Theft Coverage
YES
Coinsurance
90
Earthquake Coverage
NO
Agreed Value
YES
Causes of Loss - Special Form
Spoilage Coverage Endorsement
$419.00
Business Income with Extra Expense - BUSINESS INCOME WITH EXTRA EXPENSE
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
Location 002
Total Premium:
| Commercial Property Quote Summary | Loc. Schedule Summary |
47. Alterations and Additions
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 Additions |
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. | Intellectual Property Warranty | No Warranty |
Notwithstanding anything to the contrary contained in any portion of this Lease, Landlord shall have no obligation to Tenant to supply any service or perform any act. Landlord shall not supply heat and shall not supply air conditioning to the Premises. | No Landlord Services | No Landlord Obligation |
“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. | Real Estate Taxes | Real Estate Taxes |
Carrier will provide the following transportation services pursuant to the Agreement: | Transportation Services | Transportation Services |
In the event that on the date the Landlord repossesses the Premises under any provision of this Lease or upon the termination of this Lease or upon the expiration of the demised term, whichever is earlier, there remains within the Premises any property belonging to the Tenant said property shall be deemed to have been abandoned by the Tenant, at which time the Landlord may remove said property and dispose of said property in any manner as it deems fit, without any liability whatsoever. | Abandoned Property Disposal | Unclaimed Property |
CONDEMNATION. If the whole or any substantial part of the Premises shall be condemned by eminent domain or acquired by private purchase in lieu of condemnation, this Lease shall terminate on the date on which possession of the Premises is delivered to the condemning authority and Rent shall be apportioned and paid to that date. If no portion of the Premises is taken but a substantial portion of the Project is taken, at Landlord's option, this Lease shall terminate on the date on which possession of such portion of the Project is delivered to the condemning authority and Rent shall be apportioned and paid to that date. Tenant shall have no claim against Landlord, and assigns to Landlord any claims it may have otherwise had, for the value of any unexpired portion of the Lease Term, or any Alterations. Tenant shall not be entitled to any part of the condemnation award or private purchase price. If this Lease is not terminated as provided above, Rent shall abate in proportion to the portion of the Premises condemned. | Condemnation Clause | Condemnation Termination |
Theophyline (Uniphyl) 600 mg qhs – bronchodilator by increasing cAMP used for
treating asthma Diltiazem 300 mg qhs – Ca channel blocker used to control hypertension Simvistatin (Zocor) 20 mg qhs- HMGCo Reductase inhibitor for hypercholesterolemia Ramipril (Altace) 10 mg BID – ACEI for hypertension and diabetes for renal protective
effect
Glipizide 5 mg BID (diabetes) – sulfonylurea for treatment of diabetes Omecprazole (Prilosec) 20 mg daily (reflux) – PPI for treatment of ulcers Gabapentin (Neurontin) 100 mg qhs – modulates release of neurotransmitters to treat
diabetic neuropathy Metformin 500 mg qam – biguanide used to treat diabetes Aspirin 81 mg qam - prophylaxis for MI and TIA Servant 1puff bid -
Fluticasone (Flovent) 2 puff bid - corticosteroid to treat airways in asthma/copd xoperex 1.25mg and Ipratropium 2.5 ml nebulized qam - anticholinergic to treat airways
in COPD | Medication Regimen | Treatment Plan |
Intellectual Property.
12.2.1 Preexisting Intellectual Property. Except for rights expressly granted under this agreement, each party will retain exclusive interest in and ownership of its Intellectual Property developed before this agreement or developed outside the scope of this agreement.
12.2.2 Independently Developed Intellectual Property. 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 | Independently Developed Intellectual Property |
Supplementing Article 31 of this lease, no application of the security deposit shall be made by Landlord until after Tenant has received any notice of default required hereunder, and any applicable cure period has expired. Tenant acknowledges that Landlord is not required to hold the security deposit in an interest-bearing account. | Security Deposit Application | Security Deposit |
In the event of a sale, transfer or leasing of the Premises by Landlord, Landlord shall have the right to transfer the Security to the vendee, transferee or lessee, whereupon Landlord shall be deemed released by Tenant from all liability for the return of said Security, except that Landlord shall remain responsible for the Security Deposit paid hereunder, until such time as [a] a successor landlord or party in interest assumes in writing the obligations therefore and [2] Landlord provides notice of assignment to Tenant. In such event, Tenant agrees to look solely to such new Landlord for the return of said Security. This Article shall apply to every transfer or assignment of the Security to a new Landlord. Tenant shall not assign or encumber the Security, and Landlord shall not be bound by any such assignment and encumbrance. | Security Deposit Transfer | Security Deposit |
In order to induce Landlord to enter into this Lease with Tenant, Tenant hereby agrees to cause Bluestone Lane Holdings to guarantee the prompt and full performance of all of the obligations of Tenant under this Lease, to the extent of and in accordance with the terms and conditions of the Guaranty annexed hereto as Exhibit B. | Bluestone Lane Guaranty | Guaranty |
Chemicals are not readily available as they are bound within the polymer matrix. | Chemical Binding | Bound Chemicals |
Initial subscription of the notes by investors will be settled directly through Euroclear or Clearstream, Luxembourg. In order to purchase the notes, an investor may use an account with Euroclear or Clearstream, Luxembourg and settle the notes through such account with Euroclear or Clearstream, Luxembourg. For any | Settlement of Notes | Settlement Options |
Section 13.6 This agreement is entered into in Texas and shall be governed and construed in accordance with the laws of the State of Texas. If any matters in dispute are required to be settled by litigation, such trials will be decided by a judge. THE PARTIES WAIVE TRIAL BY JURY IN ANY SUCH ACTION(S) AND CONFIRM THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO THEIR BUSINESS TRANSACTIONS. For any such action(s) related to their business transactions or enforcement of any arbitration, the parties submit
themselves to the jurisdiction of the State or Federal Courts located in Dallas, Texas.
8 | Governing Law | Modification and Authorization |
THIS AGREEMENT between SFG Digital Corp. ("Licensor"), of 600 4th Ave, Seattle, WA 98104 and Bracco Inc. ("Licensee"), of 33608 Ortega Hwy, San Juan Capistrano, California, 92675. This agreement is effective as of June 21, 2020 (“Effective Date”).
WHEREAS:
(A) This Agreement is a license agreement and not an agreement for the sale of software or services.
(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.
NOW THEREFORE in consideration of the mutual covenants and agreements hereinafter contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:
1. Definitions. In this Agreement the following words and phrases shall have the following respective meanings, unless the context otherwise requires:
(a) "Confidential Information" means proprietary material or information belonging to Licensor, or to any third party to which Licensor owes a duty to maintain confidentiality, directly or indirectly placed by Licensor, or by third parties to which Licensor is related, into the possession of Licensee which material or information is not generally available to or used by others (except other persons whom Licensor has granted licenses of the Software and Related Materials or part thereof) or the utility or value of which is not generally known or recognized as standard practice, whether or not the underlying details are in the public domain, and includes, without limitation, all business information, computer software and computer technology, whether patentable or not, which is acquired by or on behalf of Licensee from time to time and which, owing to the relationship between Licensor and Licensee, may become known to Licensee.
(b) "Copyrights" shall refer to those copyrights or copyright registrations for the Software or the Software and Related Materials and shall include future copyrights belonging to Licensor or any third party related to Licensor for improvements and modifications thereof and applications by Licensor for registration of copyrights for improvements and modifications thereof;
(c) "Enhancements" means changes and/or improvements to the Software, whether arising out of the particular Software configuration for the specific use of Licensee or otherwise;
(d) "Errors" means, with regard to the Software, incorrect source code or object code or anything not in agreement with published Specifications or requested modifications;
(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;
(f) "Manuals" means the programmer's manuals, the technical manuals and the user manuals and other similar documentation;
(g) "Modifications" means Enhancements and/or correction of Errors, and Modifications shall be deemed to have been accepted by Licensee upon the lapse of sixty (60) days following successful installation of any Modifications unless Licensee notifies Licensor in writing prior to the lapse of such period that the Modifications in question do not conform to Specifications;
(h) "Related Materials" means all of the printed materials, user documentation, training documentation and confidential activation code for the Software supplied by Licensor to Licensee, and includes the Manuals;
(i) "Software", which includes the Know-How and, unless otherwise hereinafter set out to the contrary, any Modifications, is described on Schedule "A" herein and includes all actual copies of all or any portion of the computer programs delivered by Licensor to Licensee, inclusive of backups, updates and merged copies either permitted by this Agreement or supplied subsequently by Licensor or any party related to Licensor; and
(j) "Specifications" means the functional performance parameters of the Software.
2. Grant of License and Reservation of Ownership. Licensor hereby grants to Licensee a non-exclusive, non-transferable license to use the Software and Related Materials at the site referred to in Schedule A hereto and otherwise pursuant to the terms of this Agreement. Licensor retains title and exclusive ownership of any and all copies of the Software and Related Materials licensed hereby. Licensee agrees to use its best efforts to protect the Software and Related Materials from unauthorized use, reproduction, distribution or publication.
3. 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.
4.
Copyrights.
10.
Limited Warranty.
(a) The Software and Related Materials are owned by Licensor and are protected by
U.S. copyright laws and applicable international treaties and/or conventions. Without limiting the prohibition on assignment contained elsewhere in this Agreement, Licensee acknowledges that its rights to use the Software and Related Materials are personal to Licensee. Licensee therefore covenants not to permit the use of the Software and Related Materials by unauthorized persons and to use its best efforts to prevent the exportation of the Software and Related Materials or any portion thereof into any country which does not have copyright laws that will protect Licensor's Copyrights.
(b) Licensor, at its own expense, will defend and indemnify Licensee from all claims that the Software and Related Materials infringe a United States copyright, provided that Licensee gives Licensor prompt written notice of such claims and permit Licensor to defend or settle the claims and provides Licensor with all reasonable co-operation and further provided that Licensor shall not be required to defend and indemnify Licensee from infringement claims resulting from Modifications by Licensee.
(c) As to any Software and Related Materials which are or in the opinion of Licensor may become subject to a claim of infringement, Licensor, at its option, will obtain the right for Licensee to continue using the Software and Related Materials or replace or modify the Software and Related Materials so as to make it non- infringing. If none of the aforementioned alternatives are available on commercially reasonable terms, then Licensee agrees to return the Software and Related Materials to Licensor upon Licensor's written request and Licensor shall, upon return, refund to Licensee all license fees paid by Licensee to Licensor, and Licensor shall have no other or further liability to Licensee. Licensee acknowledges that the remedies set out in paragraph 11 hereof constitute the sole and exclusive remedy of Licensee for copyright infringement.
5. Permitted Uses of the Software and Related Materials. As each configuration of central processing units and/or networked systems may be unique, Licensee agrees to conform Licensee's use of the Software to the particular Software configuration licensed by Licensor to Licensee. Said configuration is incorporated into this license agreement by reference, inclusive of Modifications created or approved by Licensor. Licensee may make one (1) copy of the Software for archival purposes only, unless Licensor agrees otherwise in writing.
6. Uses Not Permitted. Licensee covenants and agrees that it will not:
(a) whether in whole or in part, sell, rent, lease, sublease, license, sublicense, lend, time-share, transfer, assign or provide the use of or access to the Software and Related Materials, or any portion thereof, to unlicensed persons and entities.
(b) assign, mortgage, charge or otherwise encumber either the Software and Related Materials or its rights under this Agreement.
(c) reverse engineer, decompile or disassemble the Software (except that the Licensee may decompile the Software for the purposes of interoperability only to the extent permitted by and subject to strict compliance under the United States Law).
(d) alter, modify or create any derivative works of the Software and Related Materials or any portion thereof.
(e) Except as permitted elsewhere in this Agreement, make additional copies of the Software and Related Materials or any portion thereof.
(f) obscure or remove any copyright or trademark notices.
7. Assignment. Without limiting anything contained elsewhere in this Agreement, Licensee shall not assign this Agreement or any rights herein without the prior written consent of Licensor, which consent may be arbitrarily withheld. Any purported assignment without Licensor's consent shall be deemed to be null and void.
8. Term.
(a) The license granted by this Agreement is Non Exclusive, and shall be for an initial period of 36 months, commencing from the acceptance date, (the “Initial Period”). The Agreement may be renewed for an additional period of 36 months at a 15% increase from the Initial License Fee at the option of t | License Terms | Definitions |
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. | Real Estate Taxes | Real Estate Taxes |
• Give patient corticosteroid to decrease inflammation and to protect against relapse after initial improvement. 4 days of Dexamethasone 10 mg IV tid. | Treatment Plan | Corticosteroid Use |
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”).
Nothing contained in this clause shall be construed to mean that the Landlord has given permission for Tenant or anyone else who occupies the Premises to remain on the Premises as a monthly Tenant, or as a Tenant from month to month and the Landlord may proceed to evict the Tenant as a "Holdover." Neither the billing nor the collection of use and occupancy in the above amount shall be deemed a waiver of any right of the Landlord to collect damages for Tenant's failure to vacate the Premises after the expiration or sooner termination of this Lease. If Tenant holds over in possession after the expiration or sooner termination of the term of this Lease, such holding over shall not be deemed to extend the term or renew the Lease, but such holding over thereafter shall continue upon the covenants and conditions herein set forth in the Lease. The aforesaid obligations shall survive the expiration or sooner termination of the term of this Lease.
In the event that on the date the Landlord repossesses the Premises under any provision of this Lease or upon the termination of this Lease or upon the expiration of the demised term, whichever is earlier, there remains within the Premises any property belonging to the Tenant said property shall be deemed to have been abandoned by the Tenant, at which time the Landlord may remove said property and dispose of said property in any manner as it deems fit, without any liability whatsoever.
In the event that the Premises are not surrendered at the end of the Lease term, Tenant shall indemnify Landlord against loss or liability resulting from Tenant's delay in surrendering the Premises thereafter until said Premises are surrendered. | Holdover Indemnification | Surrender of Premises |
Remedies. Company reserves all remedies available at law or equity for any disputes that arise under this Agreement. In the event of a suit or proceeding under this Agreement, Client agrees to pay all attorneys’ fees if the federal or state court renders judgment substantially in Company’s favor. | Legal Remedies and Fees | Applicability and Enforcement Rights |
(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. | Fair Market Rent Determination | Rent Adjustment |
Provided this Lease is in full force and effect, Tenant may peaceably and quietly enjoy the Premises without hindrance by Landlord or any Person lawfully claiming through or under Landlord. | Quiet Enjoyment | Enjoyment of Premises |
Insurance Company will maintain during the entire Term of this Agreement, at its own expense, the types of insurance coverage specified below, on standard policy forms and with insurance companies with at least an A.M. Best Rating of A-VII authorized to do business in the jurisdictions where the Company services are to be performed.
(a) Workers’ Compensation insurance prescribed by applicable local law and Employers Liability insurance with limits not less than $1,000,000 per accident/per employee. This policy shall include a waiver of subrogation against Client.
(b) Business Automobile Liability covering all vehicles that Company owns, hires or leases with a limit of no less than $1,000,000 (combined single limit for bodily injury and property damage) for each accident.
(c) Commercial General Liability insurance including Contractual Liability Coverage, with coverage for products liability, completed operations, property damage and bodily injury, including death, with an aggregate limit of no less than $2,000,000. This policy shall name Client as an additional insured with respect to the provision of services provided under this Agreement. This policy shall include a waiver of subrogation against Client.
(d) Technology Professional Liability Errors & Omissions policy (which includes Cyber Risk coverage and Computer Security and Privacy Liability coverage) with a limit of no less than $5,000,000 per occurrence and in the aggregate.
(e) Crime policy with a limit of no less than $5,000,000 per occurrence and in the aggregate.
(f) Excess Liability/Umbrella coverage with a limit of no less than $9,000,000 per occurrence and in the aggregate (such limit may be achieved through increase of limits in underlying policies to reach the level of coverage shown here). This policy shall name Client as an additional insured with respect to the provision of services provided under this Agreement. This policy shall include a waiver of subrogation against Client. | Company Insurance Coverage | Insurance Coverage Details |
• 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* | Property Coverage Limits | Property Coverage Limits |
Complete Agreement. This agreement (together with the Master Agreement, the Product-specific exhibits hereto, and the other documents referred to herein, all of which are hereby incorporated herein by reference) contains the entire agreement between the Parties and supersedes all prior or contemporaneous discussions, negotiations, representations, warranties, or agreements relating to the subject matter of this agreement. CRD and CP agree to comply with the obligations of confidentiality set forth in Article III, Section E of the Master Agreement. No changes to this agreement shall be made or be binding on either Party unless made in writing and signed by both Parties. | Entire Agreement | Complete Agreement |
(a) Workers’ Compensation insurance prescribed by applicable local law and Employers Liability insurance with limits not less than $1,000,000 per accident/per employee. This policy shall include a waiver of subrogation against Client.
(b) Business Automobile Liability covering all vehicles that Company owns, hires or leases with a limit of no less than $1,000,000 (combined single limit for bodily injury and property damage) for each accident.
(c) Commercial General Liability insurance including Contractual Liability Coverage, with coverage for products liability, completed operations, property damage and bodily injury, including death, with an aggregate limit of no less than $2,000,000. This policy shall name Client as an additional insured with respect to the provision of services provided under this Agreement. This policy shall include a waiver of subrogation against Client.
(d) Technology Professional Liability Errors & Omissions policy (which includes Cyber Risk coverage and Computer Security and Privacy Liability coverage) with a limit of no less than $5,000,000 per occurrence and in the aggregate.
(e) Crime policy with a limit of no less than $5,000,000 per occurrence and in the aggregate.
(f) Excess Liability/Umbrella coverage with a limit of no less than $9,000,000 per occurrence and in the aggregate (such limit may be achieved through increase of limits in underlying policies to reach the level of coverage shown here). This policy shall name Client as an additional insured with respect to the provision of services provided under this Agreement. This policy shall include a waiver of subrogation against Client. | Professional Liability Insurance | Coverage Options |
1. Women of child bearing potential must test negative for pregnancy prior to initiation of treatment as indicated by a negative serum pregnancy test at the screening visit followed by a negative urine pregnancy test within 24 hours prior to exposure in Period 1. | Pregnancy Testing Requirement | Pregnancy Testing Requirements |