Reset Password

Rental Agreement

04/28/2022 by megan

AGREEMENT by and between Courtney Rennicke PhD Psychologist PLLC dba Tribeca Office Rentals, ( the “Licensor”), and a professional authorized to practice in the State of New York (“Licensee”). Licensor has its offices at c/o 79 Walker Street, 2nd Floor New York, NY 10013.

 

BACKGROUND

Licensee is duly qualified in good standing under the laws of the State of New York and is authorized to provide licensed professional services (the “Professional Services”) to the public at the premises offered by Licensor.

 

NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained, the parties hereby agree as follows:

 

ARTICLE I

Space and Non-Professional Support Services offered by Licensor

1.1 Office Space. During the Term, Licensor shall license to Licensee, and Licensee shall hire from Licensor to use of the space at Licensor’s premises at 79 Walker Street, 2nd Floor New York, NY 10013 and adjoining common waiting area (the “Premises”), only during the hour(s) and day(s) of the week specified on their Tribeca Office Rentals reservation.

 

The Premises shall be used only as and for general offices by the Licensee (and for no other purpose) for the time period specified on their Tribeca Office Rentals reservation. Licensee acknowledges that he/she/they has no right occupy the Premises other than as a licensee pursuant to the terms of this paragraph and agrees that he/she/they shall have no rights as a tenant with respect to the Premises pursuant to the Real Property Actions and Procedures Law or the Real Property Law of the State of New York.

 

Licensee acknowledges that he/she/they can inspect the Premises prior to rental if requested and agrees to accept possession thereof in their then “as is” physical condition, including but not limited to, heating and air conditioning systems, with no maintenance or improvements by Licensor. Licensee shall not make any alterations, improvements or decoration to the Premises. Licensee’s occupancy of the Premises shall terminate simultaneously with the termination of this Agreement and, in such event, Licensee shall immediately vacate the Premises and restore the Premises to their condition existing prior to the Licensee’s possession of the same.

 

1.2 Compliance with Law. The obligations of Licensor pursuant to this Agreement shall be subject to any limitations or restrictions which may be imposed by law or regulation, and Licensor may suspend the performance of any obligation pursuant to this Agreement that may contravene applicable law or regulation.

 

1.3 Services Provided by Licensor. Licensor shall provide no services whatsoever, except for providing heat electricity, trash removal and internet to the Premises in accordance with the normal practices of the building in which the Premises is located, to Licensee. Licensee agrees that it will make no use of any of Licensor’s equipment or supplies without Licensor’s consent, other than stated within.


ARTICLE II
Relationship of the Parties

2.1 No Partnership or Joint Venture. Nothing in this Agreement shall be construed as creating a partnership, joint venture, agency or employment relationship between Licensor and Licensee. Each party shall be responsible for payment of its own taxes, including income taxes, value added taxes, sales taxes and other gross receipt taxes. Each party is and shall be solely liable for any federal and state income and withholding taxes, unemployment taxes, FICA taxes, and workers’ compensation payments. Each party shall indemnify the other party from any liability (including reasonable attorneys’ fees and costs) resulting from its non-payment of such taxes and sums.

2.2 No Control. Licensor shall neither have, nor exercise, any control or direction over the Professional Services provided by Licensee.

ARTICLE III
Obligations of Licensee

3.1 Charges. Licensee shall pay Licensor a charge for the use of the Premises and support services (electricity, internet, heat, trash removal, cleaning and air conditioning) in an amount specified and paid for in full on Tribeca Office Rentals website. (“License Fee”).

3.2 Compliance with Laws. Licensee shall comply with all applicable federal, state and local laws, rules, regulations and restrictions including but not limited to his/her provision of its Professional Services to the public. Licensee is solely and exclusively responsible for obtaining any permits or licenses necessary for Licensee to render its Professional Services at the Premises. Licensor has made no representation to Licensee regarding the suitability of the Premises for rendering of the Professional Services to the public by Licensee.

ARTICLE IV
Termination.

4.1 Termination Without Cause. Either party may terminate this Agreement prior to the expiration of the Term for any reason or no reason upon written notice given to the other party.

4.2 Holding Over. Licensee hereby indemnifies and agrees to defend and hold Licensor harmless from and against any loss, cost, liability, claim, damage, fine, penalty and expense (including reasonable attorneys’ fees and disbursements) resulting from delay by Licensee in surrendering the Premises upon the termination of this License, including any claims made by any succeeding licensee/tenant or prospective licensee/tenant or successor licensor/landlord founded upon such delay. Except as otherwise provided for in this License, if Licensee holds over its possession after the termination of this License, such holding over shall not be deemed to extend this License, and Licensee shall pay to Licensor (i) all damages that Licensor may suffer on account of Licensee’s failure to surrender to Licensor possession of the Premises and (ii) the sum of $1,000.00 for each and every day Licensee remains in the Premises after the termination of this License. The aforesaid provisions of this Article shall survive the termination of this License.

ARTICLE V
Indemnification and Insurance

5.1 Standard of Performance. Licensor shall not be liable to Licensee except as a result of its breach of this Agreement, or its gross negligence or intentional misconduct.

5.2 Indemnification by Licensee. The Licensor shall not be responsible for any defect or change of condition in the Premises, nor for any damage thereto, nor to any person, nor to goods or things contained therein due to any cause whatsoever arising in connection with the Licensee’s use of the Premises. Licensee shall defend, indemnify and hold Licensor harmless from and against all claims, actions, demands, costs, liabilities, losses and reasonable expenses arising from or in connection with the Licensee’s use or occupancy of the Premises, or by reason of any breach or nonperformance of any covenant herein, or the violation of any law or regulation by the Licensee.

5.3 Personal Property of Licensee and Invitees: All personal property belonging to Licensee or to any person located in or about the Premises at the invitation of the Licensee, shall be there at the sole risk of Licensee or such other person, and Licensor shall not be liable for the theft or misappropriation thereof nor for any damage thereto. Licensee shall protect, indemnify and hold harmless Licensor from all losses, costs, including attorney’s fees, or damages sustained by reason of any act or other occurrence or failure to act causing damage to property due directly or indirectly to any the use or occupancy of the Premises by Licensee.

ARTICLE VI
Provisions for Healthcare Services (If Applicable)

6.1 Documentation of Costs: If the Licensee is providing healthcare services, to the extent applicable in accordance with Section 1861(v)(i) of the Social Security Act as amended by Public Law 86-499 and the regulations promulgated thereunder, 42 CFR Part 420, the parties hereby agree that until the expiration of four years after furnishing of services under this Agreement, each shall make available upon written request to the Secretary of Health and Human Services, or upon request by the Comptroller General of the United States or any of their duly authorized representatives, copies of this Agreement, books, documents and records that are necessary to certify the nature and extent of the costs hereunder.

6.2 HIPAA Compliance: If the Licensee is providing healthcare services, Licensor and the Licensee acknowledge that various federal and state legislative and regulatory proposals have been made to address the privacy and security of individually identifiable health information (any such law, regulation or other standard being referred to as a “Health Information Standard”), including the U.S. Department of Health and Human Services’ promulgation of administrative rules establishing federal standards for the privacy and security of certain health information (the “HIPAA Rules”) under the Health Insurance Portability and Accountability Act of 1996. Within thirty (30) days after notice or presentation by either party, the other party shall comply with all policies and/or procedures required in order to satisfy compliance obligations to which a party may be subject under a Health Information Standard (“Health Information Policies”) and that are determined to be applicable to the type of business or service relationship in existence between the parties. Such Health Information Policies shall address only those matters and impose only those requirements that are reasonably believed to be (a) mandated by the applicable Health Information Standard, or (b) in the legitimate best interests of the party. If requested to do so by either party, then both parties shall confirm their agreement to comply with any Health Information Policy in a distinct writing, by executing an appropriate addendum to this Agreement.

ARTICLE VII
Events of Default/Remedies

7.1 Events of Default. The following shall be events of default by Licensee (“Event of Default”) under this License:
(a) Licensee shall fail to pay when due any License Fee or other sums payable by Licensee hereunder (or under any other License now or hereafter executed by Licensee in connection with the building in which the Premises is located).
(b)Licensee shall fail to comply with or observe any other provision of this License.
(c)Licensee hereunder shall make an assignment for the benefit of creditors.
(d)Any voluntary or involuntary petition shall be filed by or against Licensee or any guarantor of

Licensee’s obligations hereunder under any section or chapter of the Federal Bankruptcy Act, as amended from time to time, or under any similar law or statute of the United States or any State thereof; or Licensee or any guarantor of Licensee’s obligations hereunder shall be adjudged bankrupt or insolvent in proceedings filed thereunder.

7.2 Remedies. If there is an Event of Default by Licensee under this License, then without any notice or demand to Licensee whatsoever (other than that already given to Licensee under hereinabove, where applicable),

Licensor shall have the right (but not any duty) to expel or remove Licensee and any others who may be occupying or within the Premises, to remove any and all property therefrom, using such force as may be necessary, without being deemed in any manner guilty of trespass, eviction, forcible entry or detainer.

Licensee shall pay to Licensor on demand all costs Licensor incurs in entering the Premises, including, without limitation, brokers’ commissions,expenses of repairs, reasonable attorneys’ fees, and all other actual costs in connection with Licensee’s default hereunder or associated with Licensor’s enforcement of its rights hereunder.

ARTICLE VIII
Miscellaneous

8.1 Notices. Each provision of this License, or of any applicable laws, ordinances, regulations, and other requirements with reference to the sending, mailing or delivery of any notice, or with reference to the making of any payment by Licensee to Licensor, shall be deemed to be complied with when and if the following steps are taken:

A. All License Fees and other payments required to be made by Licensee to Licensor hereunder shall be payable to Licensor at Licensor’s Address set forth in the first paragraph of this License or at such other address as Licensor may specify from time to time by written notice delivered in accordance herewith, and

B. Any notice or document required to be delivered hereunder shall be deemed to be delivered if actually received and whether or not received when deposited in the United States mail, postage prepaid, certified or registered mail (with or without return receipt requested) or by a nationally recognized overnight carrier, or via email, addressed to the parties hereto at the respective addresses set forth in the first paragraph of this License or at such other address as either of said parties shall have theretofore specified by written notice delivered in accordance herewith.

Notices to Licensor shall be sent to: 79 Walker Street, 2nd Floor New York, NY 10013

Notices to Licensee shall be sent to: Address to be provided by Licensee

8.2 Entire Agreement. The provisions of this Agreement and any exhibits hereto and any writing signed by the party to be charged contemporaneously herewith constitute the entire agreement between the parties, and supersede any prior negotiations, understandings or agreements.

8.3 Modifications. This Agreement may only be amended, modified or otherwise changed with written consent signed by the parties hereto.

8.4 Third Party Rights. This Agreement shall not be construed as conferring upon any third party any right or benefit and any and all claims which may arise hereunder may be enforced solely by Licensee or Licensor

8.5 Binding Effect: Assignment. This Agreement shall be binding upon, and inure to the benefit of the parties hereto, their respective successors and assigns. Licensee may not assign its rights or delegate its obligations under this Agreement or sublet any part of the Premises.

8.6 Governing Law. This License is expressly made subject to the City of New York, State of New York and federal, state and local laws, and all governmental and quasi-governmental agencies.

8.7 Further Assurances. Each of the parties shall execute and deliver all documents, papers, and instruments and perform such other acts as may be necessary or convenient to carry out the terms of this Agreement.

8.8 Non-Waiver of Breach. Any waiver of any term and condition hereof must be in writing and signed by the party against whom it is sought to be asserted. A party’s neglect or failure in any case or circumstance to require performance of the other party’s obligations or to enforce its rights in the event of a breach by the other party shall not affect such party’s right to enforce such rights and obligations in any other case or circumstance. A waiver of any individual term or condition shall not be construed as a waiver of any other term or condition nor, unless so provided in such written waiver, of the term or condition thereby waived in the event of a future or continuing breach by the other party, except in the particular circumstance(s) in or for which such waiver was provided.

8.9 Severability: Invalidity of Any Provision. Nothing contained in this Agreement shall be construed so as to require the commission of an act contrary to law, and whenever there is any conflict between any provision of this Agreement and any present statute, law, ordinance or regulation contrary to which the parties have no legal right to contract, the latter shall prevail. In such event, and in any case in which any provision of this Agreement is determined by a court of competent jurisdiction to be violation of a statute, law, ordinance, or regulation, the affected provision(s) shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law, insofar as possible under the circumstances, to carry out the purposes of this Agreement.

8.10 Captions and Headings. The captions and headings in this Agreement are intended for convenience only and are not to be interpreted as part of this Agreement.

8.11 Counterparts. This Agreement may be executed in multiple counterparts, and by scanned, facsimiled or electronically generated signature, each of which shall be deemed an original and all of which shall constitute a single agreement.

8.12 Number: Gender. When the context of this Agreement requires, the gender of all words shall include the masculine, feminine, and neuter, and the number of all words shall include the singular and plural.

8.13 Miscellaneous Fee. If the Licensor shall make any expenditure for which Licensee is responsible in accordance with this License, then the amount thereof shall thereafter become payable upon demand by Licensor.

8.14 Joint and Several Liability. If there is more than once Licensee, the obligations hereunder imposed upon Licensee shall be joint and several.

8.16 Subordination. This License and all rights of Licensee hereunder are subject and subordinate to Licensor’s lease for the Premises . This provision shall be self-operative and no further instrument shall be required to effect such subordination of this License. Licensee shall, however upon demand execute, acknowledge and deliver to Licensor any and all instruments and certificates that in the judgment of Licensor may be necessary or proper to confirm or evidence such subordination.