Preview
FILED: NEW YORK COUNTY CLERK 03/13/2024 09:43 PM INDEX NO. 152341/2024
NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 03/13/2024
EXHIBIT J
FILED: NEW YORK COUNTY CLERK 03/13/2024 09:43 PM INDEX NO. 152341/2024
NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 03/13/2024
Sara Leston
From: Kelly Kulak
Sent: Monday, January 8, 2024 10:47 AM
To: Chris McCabe
Cc: Eric Thorsen; Ruth Silberfarb; Jeffrey Schwartz
Subject: RE: 261 West 22nd Street
CAUTION: This email originated from outside the organization. Do not click links or open attachments unless you recognize the
sender and know the content is safe.
Thank you Chris. I’m looking forward to meeting you tomorrow morning.
Kelly A. Kulak
kkulak@ssrga.com
Direct: 212-743-7052
444 Madison Avenue, New York, NY 10022
Phone: 212-743-7000 | Fax: 212-743-7001
www.ssrga.com
From: Chris McCabe
Sent: Monday, January 8, 2024 9:09 AM
To: Kelly Kulak
Cc: Eric Thorsen ; Ruth Silberfarb ; Jeffrey Schwartz
Subject: 261 West 22nd Street
EXTERNAL EMAIL
Kelly,
Below are links to the following drawings:
50% Design Development Drawings (Including Arch., Struct., and MEPS)
https://tfcornerstone.box.com/s/baiprtadpqeblp9yiyhss7zvs8f5wt
Current DOB Approved Interior Demo Drawings
https://tfcornerstone.box.com/s/6al5wbzk2dop6s9elhjc0syceidvuc
Current Full Structural Demo Drawings (not approved by DOB) https://
tfcornerstone.box.com/s/2h3ea8m5fbgltvplauzm9rjm63a5
I have also attached the monitoring plan and the Adjacent Neighbor Protection Plan. My client’s representative, George
Georgioudakis, will be sending these directly to Doug Lane shortly. I look forward to seeing you tomorrow.
Chris
Christopher P. McCabe, Esq.
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FILED: NEW YORK COUNTY CLERK 03/13/2024 09:43 PM INDEX NO. 152341/2024
NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 03/13/2024
The Legal Foundation for Building Success
Quinn McCabe LLP
9 East 40th Street
14th Floor
New York, NY 10016
TEL: 212.447.5500
DIRECT: 212.447.5520
FAX: 212.447.5501
cmccabe@qmlegal.com
www.QMLEGAL.com
From: Kelly Kulak
Sent: Friday, December 22, 2023 12:24 PM
To: Chris McCabe
Cc: Eric Thorsen ; Ruth Silberfarb ; Jeffrey Schwartz
Subject: Re: 261 West 22nd Street
CAUTION: This email originated from outside the organization. Do not click links or open attachments unless you recognize the
sender and know the content is safe.
Thanks Chris. I will reach out to the Board again and get back to you.
Kelly A. Kulak
kkulak@ssrga.com
Direct: 212-743-7052
444 Madison Avenue, New York, NY 10022
Phone: 212-743-7000 | Fax: 212-743-7001
www.ssrga.com
On Dec 22, 2023, at 12:21 PM, Chris McCabe wrote:
EXTERNAL EMAIL
Kelly,
My team is fine with meeting at 261 West 22nd Street. Thank you.
2
FILED: NEW YORK COUNTY CLERK 03/13/2024 09:43 PM INDEX NO. 152341/2024
NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 03/13/2024
Chris
Christopher P. McCabe, Esq.
The Legal Foundation for Building Success
Quinn McCabe LLP
9 East 40th Street
14th Floor
New York, NY 10016
TEL: 212.447.5500
DIRECT: 212.447.5520
FAX: 212.447.5501
cmccabe@qmlegal.com
www.QMLEGAL.com
From: Kelly Kulak
Sent: Friday, December 22, 2023 11:33 AM
To: Chris McCabe
Cc: Eric Thorsen ; Ruth Silberfarb ; Jeffrey Schwartz
Subject: RE: 261 West 22nd Street
CAUTION: This email originated from outside the organization. Do not click links or open attachments unless you recognize the
sender and know the content is safe.
Hi Chris,
Please confirm this meeting will be at the Building, 261 West 22nd Street and/or your client’s
property. We are still waiting for Board members to respond. Thank you.
Kelly A. Kulak
kkulak@ssrga.com
Direct: 212-743-7052
444 Madison Avenue, New York, NY 10022
Phone: 212-743-7000 | Fax: 212-743-7001
www.ssrga.com
From: Chris McCabe
Sent: Wednesday, December 20, 2023 7:56 PM
To: Kelly Kulak
Cc: Eric Thorsen ; Ruth Silberfarb ; Jeffrey Schwartz
Subject: RE: 261 West 22nd Street
EXTERNAL EMAIL
Thanks Kelly. If not, can you propose times that work and I get my team to pick one?
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FILED: NEW YORK COUNTY CLERK 03/13/2024 09:43 PM INDEX NO. 152341/2024
NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 03/13/2024
Chris
From: Kelly Kulak
Sent: Wednesday, December 20, 2023 7:45 PM
To: Chris McCabe
Cc: Eric Thorsen ; Ruth Silberfarb ; Jeffrey Schwartz
Subject: Re: 261 West 22nd Street
CAUTION: This email originated from outside the organization. Do not click links or open attachments unless you recognize the
sender and know the content is safe.
Hi Chris,
I will find out and get back to you. Thank you.
Kelly A. Kulak
kkulak@ssrga.com
Direct: 212-743-7052
444 Madison Avenue, New York, NY 10022
Phone: 212-743-7000 | Fax: 212-743-7001
www.ssrga.com
On Dec 20, 2023, at 7:27 PM, Chris McCabe wrote:
EXTERNAL EMAIL
Kelly,
Would January 4, 2024 at 9:30 am work for a meeting with the Board? Someone from
my firm would come with a client representative and the SOE engineer.
Chris
Christopher P. McCabe, Esq.
The Legal Foundation for Building Success
Quinn McCabe LLP
9 East 40th Street
14th Floor
New York, NY 10016
TEL: 212.447.5500
DIRECT: 212.447.5520
FAX: 212.447.5501
cmccabe@qmlegal.com
www.QMLEGAL.com
4
FILED: NEW YORK COUNTY CLERK 03/13/2024 09:43 PM INDEX NO. 152341/2024
NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 03/13/2024
From: Kelly Kulak
Sent: Monday, December 18, 2023 4:16 PM
To: Chris McCabe
Cc: Eric Thorsen ; Ruth Silberfarb ;
Jeffrey Schwartz
Subject: RE: 261 West 22nd Street
CAUTION: This email originated from outside the organization. Do not click links or open attachments unless you recognize the
sender and know the content is safe.
Good Afternoon Chris,
I tried calling you and I left a message with your assistant. We had a call with the
Board on Friday. The Board wants to meet with your client to understand the
Project before I send comments back to the License Agreement.
Doug Lane said he has not received any constructions plans other than the site
safety plan.
Will you please have your client send the constructions plans (including
excavation, underpinning, etc.) to Doug Lane?
My colleague, Ruth Silberfarb (copied here) will coordinate the meeting with the
Board.
If you would please send a few dates in January that you and your client are
available for a meeting with the Board. Thank you.
Kelly A. Kulak
kkulak@ssrga.com
Direct: 212-743-7052
444 Madison Avenue, New York, NY 10022
Phone: 212-743-7000 | Fax: 212-743-7001
www.ssrga.com
From: Chris McCabe
Sent: Monday, December 18, 2023 3:41 PM
To: Kelly Kulak
Cc: Eric Thorsen
Subject: RE: 261 West 22nd Street
EXTERNAL EMAIL
Kelly,
Also, do you have any design professional comments to the drawings that we
provided? Thank you.
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FILED: NEW YORK COUNTY CLERK 03/13/2024 09:43 PM INDEX NO. 152341/2024
NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 03/13/2024
Chris
Christopher P. McCabe, Esq.
The Legal Foundation for Building Success
Quinn McCabe LLP
9 East 40th Street
14th Floor
New York, NY 10016
TEL: 212.447.5500
DIRECT: 212.447.5520
FAX: 212.447.5501
cmccabe@qmlegal.com
www.QMLEGAL.com
From: Chris McCabe
Sent: Monday, December 18, 2023 3:40 PM
To: Kelly Kulak
Cc: Eric Thorsen
Subject: RE: 261 West 22nd Street
Kelly,
I am following up to see if you had any comments to the comments that I sent on 261
West 22nd Street. Thank you.
Chris
Christopher P. McCabe, Esq.
The Legal Foundation for Building Success
Quinn McCabe LLP
9 East 40th Street
14th Floor
New York, NY 10016
TEL: 212.447.5500
DIRECT: 212.447.5520
FAX: 212.447.5501
cmccabe@qmlegal.com
www.QMLEGAL.com
From: Chris McCabe
Sent: Thursday, December 7, 2023 2:34 PM
To: Kelly Kulak
Cc: Eric Thorsen
Subject: 261 West 22nd Street
Kelly,
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FILED: NEW YORK COUNTY CLERK 03/13/2024 09:43 PM INDEX NO. 152341/2024
NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 03/13/2024
I have attached my team’s comments to the agreement in redline and a clean copy.
Chris
Christopher P. McCabe, Esq.
The Legal Foundation for Building Success
Quinn McCabe LLP
9 East 40th Street
14th Floor
New York, NY 10016
TEL: 212.447.5500
DIRECT: 212.447.5520
FAX: 212.447.5501
cmccabe@qmlegal.com
www.QMLEGAL.com
7
FILED: NEW YORK COUNTY CLERK 03/13/2024 09:43 PM INDEX NO. 152341/2024
NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 03/13/2024
LICENSE AGREEMENT IN REFERENCE
TO THE PREMISES LOCATED AT
261 WEST 22ND STREET NEW YORK, NEW YORK
THIS LICENSE AGREEMENT (the “Agreement”), is made and entered into on
[ December XX, 2023] (the “Effective Date”) between POPCORN & SODA
ASSETS LLC, a New York limited liability company, 250 WEST 23 LLC,
a New York limited liability company, and 254 WEST 23 LLC, a New York
limited liability company (collectively, the “Project Owner”), each having an address at c/o TF
Cornerstone, Inc., 387 Park Avenue South, New York, NY 10016, and 261 WEST 22ND
STREET TENANT OWNER’S CORP., a New York corporation (the “Adjacent Owner”),
having an address at c/o Argo Real Estate, 50 West 17th Street, New York, New York 10011. The
Adjacent Owner and Project Owner shall be collectively referred to as the “Parties.”
WHEREAS, Project Owner is the fee owner of the certain real property and the buildings
located at 250-256 West 23rd Street, New York, New York and designated in the Tax Map of the
City of New York as Block 772, Lots 72, 74 and 75 (the “Project Premises”);
WHEREAS, Adjacent Owner is the fee owner of that certain real property and building
thereon (the “Building”) adjacent to the Project Premises located at 261 West 22nd Street, New
York, New York and designated in the Tax Map of the City of New York as Block 772, Lot 12
(the “Adjacent Premises”);
WHEREAS, the Project Premises and the Adjacent Premises are located adjacent to each
other, with the Adjacent Premises being located on the east side of the Project Premises;
WHEREAS, Project Owner desires to demolish the existing buildings located on the
Project Premises and construct and develop a new building and other improvements (the “New
Building”) on the Project Premises (collectively, the “Project”), to be performed by or through
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Project Owner’s general contractor [ ] 1TFC W 22 GC LLC (the “Contractor”),
having an address of c/o TF Cornerstone, Inc., 387 Park Avenue South, New York,
NY 10016, and in connection therewith, will be required to access the Adjacent Premises to
implement certain protection measures to protect the Adjacent Premises and its occupants in
compliance with all laws;
WHEREAS, Project Owner desires and Adjacent Owner agrees to grant Project Owner
and its Construction Team (as defined in Section 1 hereof) a non-exclusive, temporary, revocable
(in the event of a termination of this Agreement pursuant to Section 17 below) and limited license
to access the Adjacent Premises in connection with the Project in order to 2: (a) perform a pre-
demolition survey, a post-demolition survey, a preconstruction survey and a postconstructionpost-
construction survey of the Adjacent Premises, which surveys shall include access to all floors of
the Adjacent Premises and, the roof of the Adjacent Premises and to identify and redirect
communications cabling if required during demolition at Project Owner’s sole costacost and
expense and to all combustion producing equipment and/or fireplaces; (b) install, maintain and
remove monitoring equipment in and on the Adjacent Premises including, vibration monitors,
crack gauges, survey marks and electronic survey equipment; (c) install, maintain and remove
temporary protections on the Adjacent Premises, including: (i) roof protection on the roof of the
Adjacent Premises, including overhead protection over any mechanical equipment, skylights and
other structures thereon, (ii) overhead protection over terraces located on the roof of the Adjacent
Premises, (iii) overhead protection and cocoon scaffolding over the western light well of the
1
Please provide name and address of the general contractor.
2
In connection with the excavation, Project Owner to provide plans for support, including underpinning, shoring,
bracing, tie-rods, tie backs, rock-bolts, grouting, sheeting and other foundation support and excavation support
underneath the Adjacent Premises for review by Adjacent Owner’s engineer.
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Adjacent Premises, (iv) overhead protection in the rear yard of the Adjacent Premises; (v) window
protection on the windows located in the western light well of the Adjacent Premises and the north
side of the Adjacent Premises, (vi) a construction fence on the Adjacent Premises, (vii) netting
over the northern fire escape located on the Adjacent Premises and (viii) a sidewalk shed extending
in front of the Adjacent Premises; (d) install support of excavation, including, without limitation,
underpinning, shoring, bracing, tie-rods, tie-backs, rock-bolts, grouting, sheeting, and other
foundation support and excavation support underneath the Adjacent Premises; (e) install weather
protection on any portion of the foundation and exterior walls of the Adjacent Premises exposed
during the demolition and excavation phases of the Project; (ef) install horizontal and vertical
flashing between the building on the Adjacent PremisesBuilding and the New Building to be
constructed on the Project Premises, including a gutter system; (fg) extend and/or offset the
chimney flues of the Adjacent Premises 3; and 4(g(h) access the airspace above the Adjacent
Premises to install, maintain, remove and, to the extent applicable utilize pipe scaffolding, needle
beams, horizontal netting, and/or suspended scaffolding extending over the airspace of the
Adjacent Premises; and
WHEREAS, Project Owner and Adjacent Owner wish to memorialize their Agreement
with respect to the matters set forth above.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, it is hereby agreed as follows:
1. LICENSE
Subject to the terms and conditions of this Agreement, on the Effective Date,
3
Plans provided do not specify which chimney flues and this must be specifically agreed upon.
4
Adjacent Owner states there are no lot line windows. Please confirm there are no lot line windows and/or provide
plans.
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Adjacent Owner grants Project Owner, its engineers, architects, general contractor, construction
managers and subcontractors, including all of their respective employees, agents, material
suppliers and workers (collectively, the “Construction Team”) a non-exclusive, temporary,
limited, revocable (in the event of a termination of this Agreement pursuant to Section 17 below)
license to enter upon and access certain portions of the Adjacent Premises agreed upon by the
Adjacent Owner, during the hours of 9:00 a.m. through 4:00 p.m., Monday through Friday. Project
Owner and its Construction Team shall not have access to the interior of the Adjacent Premises,
except to the extent that interior access is needed: (a) to perform the Surveys (as defined in Section
2 hereof)), (b) for the installation, maintenance, inspection and/or removal of the Monitoring
Equipment (as defined in Section 3 hereof), (c) have workmen access the roof, rear yard and light
well of the Building to install and remove Temporary Protections (as defined in Section 4 hereof);
(d) to access the Building to install the Flashing and Gutter System (as defined in Section 7 hereof);
(e) install the Chimney Access (as defined in Section 8 hereof); and (f) to install, maintain and
remove Airspace Access (as defined in Section 9 hereof). To the extent that Project Owner’s or its
Construction Team’s workmen reasonably require access to the interior of the Adjacent Premises
with respect to the Surveys and Monitoring Equipment, such access shall only be granted upon
five (5) days’ prior written notice to Adjacent Owner, including the reason for the requested access
to certain interior potions of the Adjacent Premises. A representative of Adjacent Owner shall
accompany the Project Owner and the Construction Team, including all workmen at all times while
upon the Adjacent Premises.
2. SURVEYS
Subject to the terms, covenants and conditions set forth below, Adjacent Owner
agrees to allow Project Owner and its Construction Team a non-exclusive, temporary, limited,
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revocable (in the event of a termination of this Agreement pursuant to Section 17 below) license
to access the interior and exterior of the Adjacent Premises in order to conduct a pre-demolition
survey (which survey shall include, without limitation, access to survey all floors of the Adjacent
Premises, the roof of the Adjacent Premises and to identify and redirect communications cabling,
if required, during demolition and to survey all combustion producing equipment and/or fireplaces
in order to submit a Chimney & Vent Plan to the New York City Department of Buildings (”DOB”)
as required by the applicable sections of the New York City Building Code, Administrative Code,
Fuel and Gas Code, Mechanical Code), post-demolition survey, pre-construction and post-
construction survey, which surveys shall include a photographic survey of existing conditions at
the Adjacent Premises (collectively, the “Surveys”). The Surveys shall be conducted on mutually
convenient dates. Project Owner agrees to provide Adjacent Owner with a copy of the reports of
the Surveys upon Project Owner’s receipt of all such reports. Subject to the terms, covenants and
conditions contained in this Agreement, Adjacent Owner shall grant access to the Project Owner
to all locations throughout the interior and exterior of the building, including but not limited to
occupied (only if necessary) and vacant apartments and occupied (only if necessary) and vacant
retail spaces in order to perform the Surveys. Such access shall only be granted upon ten (10) days’
prior written notice to Adjacent Owner, including the reason for the requested access to certain
interior potions of the Adjacent Premises, including occupied apartments.
3. MONITORING EQUIPMENT
Subject to the terms, covenants and conditions set forth below, Adjacent Owner
grants Project Owner and its Construction Team a non-exclusive, temporary, limited, revocable
(in the event of a termination of this Agreement pursuant to Section 17 below) license to access
the Adjacent Premises during the Project in order to install, maintain, inspect, repair and remove
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remote access monitoring equipment in and on the Adjacent Premises, including, without
limitation remote access vibration monitors, crack gauges, survey marks or electronic survey
equipment during both the demolition phase of the Project and the excavation and foundation
phase of the Project (collectively, the “Monitoring Equipment”). The Monitoring Equipment
shall be subject to prior written approval of engineer of the Adjacent Owner. for each of the
demolition phase and excavation/foundations phase. Project Owner shall provide to Adjacent
Owner’s engineer the monitoring plan (the “Monitoring Plan”) and, for the excavation/foundation
phase, signed and sealed Support of Excavation (“SOE”) drawings, prepared by a licensed
professional architect or engineer for its review and approval, which Monitoring Plan (and SOE
drawings (“SOE Drawings”) for the excavation foundations phase) shall be subject to the prior
written approval of the engineer of the Adjacent Owner and then filed with New York City
Department of Buildings (the “DOB”) for approval. , which approval shall not be unreasonably
denied, conditioned or delayed. The locations and types of Monitoring Equipment shall also be
subject to Adjacent Owner’s engineer’s approval, which approval shall not be unreasonably
withhelddenied, conditioned or delayed. Once DOB approval of the Monitoring Plan (if
applicable)and SOE Drawings (for the excavation/foundations phase) is obtained by the Project
Owner then it shall provide the Adjacent Owner and its engineer with ten (10) days’ prior written
notice of the date of access along with the DOB approved Monitoring Plan and SOE Drawings
(for the excavation and foundation phase) specifying the locations and monitoring thresholds to be
observed by the Monitoring Equipment. Project Owner agrees that it will install the Monitoring
Equipment in accordance with the terms of this Agreement. Project Owner shall reimburse
Adjacent Owner for all of its costs, fees, expenses and reasonable Professional Fees (as defined in
Section 1416 hereof) incurred in connection with the review of the Monitoring Plan in accordance
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with the terms of Section 153 hereof. Project Owner and/or its Construction Team shall
periodically, but in no event less than once per week and twice per week during SOE excavation
and foundation operations, inspect, read and maintain the Monitoring Equipment as set forth in the
applicable Monitoring Plan. Project Owner shall maintain the Monitoring Equipment until the
completion of excavation and foundation operations at the Project or such earlier time that Project
Owner’s engineer, as confirmed by Adjacent Owner’s engineer, determines that such Monitoring
Equipment is no longer required. Copies of all monitoring reports shall be simultaneously
delivered to Adjacent Owner and Adjacent Owner’s engineer when delivered to Project Owner.
Project Owner shall reimburse Adjacent Owner for all reasonable Professional Fees it incurs in
connection with the Monitoring Equipment, in accordance with Section 14 of this Agreement.
4. TEMPORARY PROTECTIONS
(a) Subject to the terms, covenants and conditions set forth below, Adjacent
Owner grants Project Owner and its Construction Team a non-exclusive, temporary, limited,
revocable (in the event of a termination of this Agreement pursuant to Section 17 below) license
to access the Adjacent Premises during the Project in order to install, maintain, inspect, repair and
remove: (i) roof protection of an approved design on the roof of the Adjacent Premises, including
overhead protection over any mechanical equipment, skylights and other structures thereon, (if
applicable), (ii) overhead protection over terraces located on the roof of the Adjacent Premises,
(iii) overhead protection and cocoon scaffolding at the base of the western light well of the
Adjacent Premises, (iv) overhead protection in the rear yard of the Adjacent Premises; (v) window
protection of an approved design on the windows located in the western light well of the Adjacent
Premises and the north side of the Adjacent Premises, (vi) a construction fence in the rear yard and
light well; (vii) netting over the northern fire escape located on the Adjacent Premises; (viiviii) a
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sidewalk shed extending in front of the Adjacent Premises; and (hix) all other temporary
protections required by the DOB in connection with the Project (collectively, the “Temporary
Protections”) as identified in the protection plans annexed hereto as Exhibit A-1 (for demolition)
and Exhibit A-2 (for excavation through completion of the superstructure of the New
Building)collectively, (the “Temporary Protection Drawings”). The Temporary Protections
shall be installed in accordance with all applicable laws, rules, regulations, codes and directives of
governmental entities having jurisdiction over the Project (collectively, the “Laws”), including,
without limitation, the DOB, in order for Project Owner to protect the Adjacent Premises during
the Project. The Temporary Protections shall not be performed by Project Owner unless and until
Adjacent Owner’s engineer has approved in writing the Temporary Protection Drawings.. Project
Owner shall reimburse Adjacent Owner for all of its costs, fees, expenses and reasonable
Professional Fees incurred in connection with the review of the Temporary Protection Drawings
in accordance with the terms of Section 1416 hereof.
(b) The Temporary Protections shall be removed as soon as DOB or Adjacent
Owner’s engineer permits such removal. It is agreed by both parties hereto that storage and/or
staging of materials on the Temporary Protections is prohibited. Project Owner shall use
commercially reasonable efforts to prevent any bills, advertisements or signage, except signage
required by Laws to be placed on the Temporary Protections. The Project OwnerTemporary
Protections shall use best efforts to preventnot unreasonable interference with the use and
enjoyment by the tenants’ of the Adjacent Premises to roof, terraces and skylights of the Adjacent
Premises. Project Owner shall install the Temporary Protections in a manner that: (i) permits light
to enter through the windows and skylights of the Adjacent Premises; and (ii) allows the tenants
of the Adjacent Premises to safely access the roof and the adjacent sidewalks and ramps of the
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Adjacent Premises in a safe manner. Project Owner shall install a light switch on the Temporary
Protections installed on the roof, terraces and adjacent sidewalks and ramps of the Adjacent
Premises to enable the use of the roof and/or terraces of the Adjacent Premises in a safe manner at
night. The sidewalk bridge shall be lighted 24 hours a day seven days per week. Project Owner
shall use commercially reasonable efforts to secure the Temporary Protections and prevent
unauthorized persons from accessing the Adjacent Premises from the Temporary Protections.
5. SUPPORT
Adjacent Owner grants Project Owner and its Construction Team a non-exclusive,
temporary, limited, revocable (in the event of a termination of this Agreement pursuant to Section
17 below) license to access the Adjacent Premises in order to install support of excavation,
including, without limitation, underpinning, shoring, bracing (including, without limitation, façade
bracing), tie-rods, tie-backs, “rock-bolts”, grouting, sheeting, and other foundation support and
excavation support underneath the Adjacent Premises in accordance with the drawings annexed as
Exhibit B (the “Support”), upon at least five (5) days’ written notice to Adjacent Owner. Project
Owner shall reimburse Adjacent Owner for all of its costs, fees, expenses and reasonable
Professional Fees incurred in connection with the review of the Temporary Protection Drawings
in accordance with the terms of Section 16 hereof. The provisions of this Paragraph 5 shall survive
the termination and/or expiration of this Agreement and the Support will remain after the
completion of the Project.
5.6. WEATHER PROTECTION
Subject to the terms, covenants and conditions set forth below, the Adjacent Owner
grants Project Owner and its Construction Team a non-exclusive, temporary, limited, revocable
(in the event of a termination of this Agreement pursuant to Section 17 below) license to access
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the Adjacent Premises in order to install weather protection of an approved design on affected
portions of the foundation and exterior walls of the Adjacent Premises exposed during the
demolition and excavation phases of the Project (collectively, the “Weather Protection”). The
Weather Protection shall be subject to prior written approval of engineer of the Adjacent Owner.
as set forth below. Project Owner shall provide to Adjacent Owner’s engineer signed and sealed
drawings prepared by a licensed professional architect or engineer identifying the Weather
Protection for its review and approval (the “Weather Protection Drawings”), which approval
shall not be unreasonably withheld, conditioned, or delayed. Once with Weather Protection
Drawings are approved by the engineer of Adjacent Owner, upon at least ten (10) days’ written
notice from the Project Owner to the Adjacent Owner and subject to the terms, covenants and
conditions contained in this Agreement, Adjacent Owner shall grant access to the Project Owner
to install the Weather Protection in accordance with the Weather Protection Drawings. Project
Owner shall reimburse Adjacent Owner for its reasonable engineer’s fees in connection with the
Weather Protection and the Weather Protection Drawings, in accordance with Section 1416 hereof.
The provisions of this Section 56 shall survive the Expiration Date or the date of the earlier
termination of this Agreement. The Weather Protection will remain after the completion of the
Project and termination of this Agreement. The Parties expressly agree that no easement shall be
formed with respect to the Weather Protection and that such Weather Protection may be removed
by Adjacent Owners at any time.
6.7. FLASHING AND GUTTER SYSTEM
Subject to the terms, covenants and conditions set forth below, Adjacent Owner
grants Project Owner and its Construction Team a non-exclusive, temporary, limited, revocable
(in the event of a termination of this Agreement pursuant to Section 17 below) license to access
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the Adjacent Premises in order to install horizontal and vertical flashing of an approved design
between the Building on the Adjacent Premises and the New Building to be constructed on the
Project Premises (the “Flashing”) and a gutter system to prevent water from running down the
facade of the New Building onto the roof of Adjacent Premises with water shedding going into
Project Owner’s storm water system (the “Gutter System”). The Flashing and Gutter System
shall be subject to prior written approval of engineer of the Adjacent Owner. as set forth below.
Subject to the terms, covenants and conditions contained in this Agreement, Adjacent Owner shall
grant access to the Project Owner, upon at least ten (10) days prior written notice to Adjacent
Owner with signed and sealed drawings prepared by a licensed professional architect or engineer
identifying the Flashing and/or Gutter System as previously approved the engineer of the Adjacent
Owner (the “Flashing and Gutter System Plans”). The Flashing and Gutter System Plans will
be subject to Adjacent Owner’s engineer’s prior written approval, which shall not be unreasonably
withheld denied, conditioned or delayed. Project Owner shall reimburse Adjacent Owner for its
reasonable engineer’s fees in connection with the Flashing, Gutter System and Flashing and Gutter
System Plans, in accordance with Section 1416 hereof. The provisions of this Section 67 shall
survive the Expiration Date or date of the earlier termination of this Agreement. The Flashing will
remain after the completion of the Project and the Expiration Date or date of the earlier termination
of this Agreement. The Parties expressly agree that no easement shall be formed with respect to
the Flashing and Gutter System and that such Flashing and Gutter System may be removed by
Adjacent Owner at any time.
8. CHIMNEY/FLUE EXTENSION
Subject to the terms, covenants and conditions set forth below, Adjacent Owner
grants Project Owner and its Construction Team a non-exclusive, temporary, limited, revocable
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(in the event of a termination of this Agreement pursuant to Section 17 below) license to access
the Adjacent Premises in order to extend, offset, or relocate as may be determined to be required
from the results of the Survey of the chimneys and flues conducted by the Project Owner and
provided to DOB. Subject to the terms, covenants and conditions contained in this Agreement,
Adjacent Owner shall grant access to the Project Owner, upon at least ten (10) days prior written
notice to Adjacent Owner with signed and sealed drawings prepared by a licensed professional
architect or engineer identifying the Chimney Access as previously approved the engineer of the
Adjacent Owner (the “Chimney Access Plans”). The Chimney Access Plans will be subject to
Adjacent Owner’s engineer’s prior written approval, which shall not be unreasonably denied,
conditioned or delayed. Project Owner shall reimburse Adjacent Owner for its reasonable
engineer’s fees in connection with the Chimney Access and Chimney Access Plans, in accordance
with Section 16 hereof. The provisions of this Section 8 shall survive the Expiration Date or date
of the earlier termination of this Agreement. The Chimney Access will remain after the completion
of the Project and the Expiration Date or date of the earlier termination of this Agreement. The
Parties expressly agree that no easement shall be formed with respect to the Chimney Access and
that such Chimney Access may be removed by Adjacent Owner at any time if permitted by the
Laws.
7.9. AIRSPACE ACCESS
Subject to the terms, covenants and conditions set forth below, after all Temporary
Protections are installed on the Adjacent Premises, Adjacent Owner shall grant Project Owner and
its Construction Team a non-exclusive, temporary, limited, revocable in the event of a termination
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of this Agreement pursuant to Section 17 below) license to access the airspace above the Adjacent
Premises in order for Project Owner to install, maintain, remove and to the extent applicable utilize
pipe scaffolding, needle beams, horizontal netting, and/or suspended scaffolding extending over
the airspace of the Adjacent Premises in order to protect the Adjacent Premises and/or perform
work therefrom (collectively, the “Airspace Access”). The Airspace Access shall be subject to
prior written approval of engineer of the Adjacent Owner as set forth below. Project Owner shall
provide to Adjacent Owner’s engineer signed and sealed drawings prepared by a licensed
professional architect or engineer identifying the Airspace Access for its review and approval (the
“Airspace Access Plans”), which approval shall not be unreasonably withheld, conditioned, or
delayed. Once the Airspace Access Plans are approved by the engineer of Adjacent Owner, upon
at least ten (10) days’ written notice from the Project Owner to the Adjacent Owner and subject to
the terms, covenants and conditions contained in this Agreement, Adjacent Owner shall grant
access to the Project Owner for the Airspace Access in accordance with the Airspace Access Plans.
Project Owner shall reimburse Adjacent Owner for its reasonable engineer’s fees in connection
with the Airspace Access and Airspace Access Plans, in accordance with Section14Section16
hereof. The Parties expressly agree that no easement shall be formed with respect to the Airspace
Access and that such Airspace Access may be removed by Adjacent Owners at any time.
8.10. ADJACENT PREMISES ACCESS
The Project Owner’s access to the Adjacent Premises for the Surveys, Monitoring
Equipment, Temporary Protections, Support, Weather Protection, Flashing, Gutter System,
Chimney Access and Airspace Access are collectively referred to herein as the “Adjacent
Premises Access.” In the event the Adjacent Owner requires any of the Adjacent Premises Access
(other than the Weather Protection, Support and Flashing) be temporarily removed to permit
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Adjacent Owner to repairperform necessary repairs or otherwise maintainmaintenance of portions
of the Adjacent Premises, then Adjacent Owner shall notify Project Owner of same. Project Owner
and Adjacent Owner shall coordinate their respective projects and Project Owner will remove the
Adjacent Premises Access at Project Owner’s sole cost, within ten (10) days of receipt of such
notice., or portion thereof when agreed to between the Parties in a manner that will minimize
interference or disruptions to both Parties’ project.. In the event that the Project Owner fails to
remove such Adjacent Premises Access within such timeframein accordance with the terms of this
Section 10, such failure shall be considered a material breach of this Agreement. Adjacent Owner
may remove then the Adjacent Premises Access and Project Owner shall reimburse the Adjacent
Owner for all costs and expenses incurred in connection with such removal upon demand.
9.11. PROJECT OWNER RESPONSIBILITIES
(a) All licenses provided to Project Owner and its Construction Team, set forth
in this Agreement, shall be exercised: (i) in a prompt, safe, limited and efficient manner and so as
not to unreasonably interfere with the use, occupancy or structural integrity of the Adjacent
Premises; (ii) taking such precautions as may be necessary or appropriate to prevent damage to the
Adjacent Premises or injury to persons or personal property; (iii) so that on completion of the
Adjacent Premises Access, the area in which the Adjacent Premises Access was performed is
restored to its former condition, unless otherwise permitted as provided herein, with all debris
removed; (iv) to install, maintain, utilize, operate, perform, and to the extent applicable remove
the Adjacent Premises Access in accordance with all Laws, DOB regulations and good
construction practice and
Preview
FILED: NEW YORK COUNTY CLERK 03/13/2024 09:43 PM INDEX NO. 152341/2024 NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 03/13/2024 EXHIBIT J FILED: NEW YORK COUNTY CLERK 03/13/2024 09:43 PM INDEX NO. 152341/2024 NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 03/13/2024 Sara Leston From: Kelly Kulak Sent: Monday, January 8, 2024 10:47 AM To: Chris McCabe Cc: Eric Thorsen; Ruth Silberfarb; Jeffrey Schwartz Subject: RE: 261 West 22nd Street CAUTION: This email originated from outside the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe. Thank you Chris. I’m looking forward to meeting you tomorrow morning. Kelly A. Kulak kkulak@ssrga.com Direct: 212-743-7052 444 Madison Avenue, New York, NY 10022 Phone: 212-743-7000 | Fax: 212-743-7001 www.ssrga.com From: Chris McCabe Sent: Monday, January 8, 2024 9:09 AM To: Kelly Kulak Cc: Eric Thorsen ; Ruth Silberfarb ; Jeffrey Schwartz Subject: 261 West 22nd Street EXTERNAL EMAIL Kelly, Below are links to the following drawings: 50% Design Development Drawings (Including Arch., Struct., and MEPS) https://tfcornerstone.box.com/s/baiprtadpqeblp9yiyhss7zvs8f5wt Current DOB Approved Interior Demo Drawings https://tfcornerstone.box.com/s/6al5wbzk2dop6s9elhjc0syceidvuc Current Full Structural Demo Drawings (not approved by DOB) https:// tfcornerstone.box.com/s/2h3ea8m5fbgltvplauzm9rjm63a5 I have also attached the monitoring plan and the Adjacent Neighbor Protection Plan. My client’s representative, George Georgioudakis, will be sending these directly to Doug Lane shortly. I look forward to seeing you tomorrow. Chris Christopher P. McCabe, Esq. 1 FILED: NEW YORK COUNTY CLERK 03/13/2024 09:43 PM INDEX NO. 152341/2024 NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 03/13/2024 The Legal Foundation for Building Success Quinn McCabe LLP 9 East 40th Street 14th Floor New York, NY 10016 TEL: 212.447.5500 DIRECT: 212.447.5520 FAX: 212.447.5501 cmccabe@qmlegal.com www.QMLEGAL.com From: Kelly Kulak Sent: Friday, December 22, 2023 12:24 PM To: Chris McCabe Cc: Eric Thorsen ; Ruth Silberfarb ; Jeffrey Schwartz Subject: Re: 261 West 22nd Street CAUTION: This email originated from outside the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe. Thanks Chris. I will reach out to the Board again and get back to you. Kelly A. Kulak kkulak@ssrga.com Direct: 212-743-7052 444 Madison Avenue, New York, NY 10022 Phone: 212-743-7000 | Fax: 212-743-7001 www.ssrga.com On Dec 22, 2023, at 12:21 PM, Chris McCabe wrote: EXTERNAL EMAIL Kelly, My team is fine with meeting at 261 West 22nd Street. Thank you. 2 FILED: NEW YORK COUNTY CLERK 03/13/2024 09:43 PM INDEX NO. 152341/2024 NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 03/13/2024 Chris Christopher P. McCabe, Esq. The Legal Foundation for Building Success Quinn McCabe LLP 9 East 40th Street 14th Floor New York, NY 10016 TEL: 212.447.5500 DIRECT: 212.447.5520 FAX: 212.447.5501 cmccabe@qmlegal.com www.QMLEGAL.com From: Kelly Kulak Sent: Friday, December 22, 2023 11:33 AM To: Chris McCabe Cc: Eric Thorsen ; Ruth Silberfarb ; Jeffrey Schwartz Subject: RE: 261 West 22nd Street CAUTION: This email originated from outside the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe. Hi Chris, Please confirm this meeting will be at the Building, 261 West 22nd Street and/or your client’s property. We are still waiting for Board members to respond. Thank you. Kelly A. Kulak kkulak@ssrga.com Direct: 212-743-7052 444 Madison Avenue, New York, NY 10022 Phone: 212-743-7000 | Fax: 212-743-7001 www.ssrga.com From: Chris McCabe Sent: Wednesday, December 20, 2023 7:56 PM To: Kelly Kulak Cc: Eric Thorsen ; Ruth Silberfarb ; Jeffrey Schwartz Subject: RE: 261 West 22nd Street EXTERNAL EMAIL Thanks Kelly. If not, can you propose times that work and I get my team to pick one? 3 FILED: NEW YORK COUNTY CLERK 03/13/2024 09:43 PM INDEX NO. 152341/2024 NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 03/13/2024 Chris From: Kelly Kulak Sent: Wednesday, December 20, 2023 7:45 PM To: Chris McCabe Cc: Eric Thorsen ; Ruth Silberfarb ; Jeffrey Schwartz Subject: Re: 261 West 22nd Street CAUTION: This email originated from outside the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe. Hi Chris, I will find out and get back to you. Thank you. Kelly A. Kulak kkulak@ssrga.com Direct: 212-743-7052 444 Madison Avenue, New York, NY 10022 Phone: 212-743-7000 | Fax: 212-743-7001 www.ssrga.com On Dec 20, 2023, at 7:27 PM, Chris McCabe wrote: EXTERNAL EMAIL Kelly, Would January 4, 2024 at 9:30 am work for a meeting with the Board? Someone from my firm would come with a client representative and the SOE engineer. Chris Christopher P. McCabe, Esq. The Legal Foundation for Building Success Quinn McCabe LLP 9 East 40th Street 14th Floor New York, NY 10016 TEL: 212.447.5500 DIRECT: 212.447.5520 FAX: 212.447.5501 cmccabe@qmlegal.com www.QMLEGAL.com 4 FILED: NEW YORK COUNTY CLERK 03/13/2024 09:43 PM INDEX NO. 152341/2024 NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 03/13/2024 From: Kelly Kulak Sent: Monday, December 18, 2023 4:16 PM To: Chris McCabe Cc: Eric Thorsen ; Ruth Silberfarb ; Jeffrey Schwartz Subject: RE: 261 West 22nd Street CAUTION: This email originated from outside the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe. Good Afternoon Chris, I tried calling you and I left a message with your assistant. We had a call with the Board on Friday. The Board wants to meet with your client to understand the Project before I send comments back to the License Agreement. Doug Lane said he has not received any constructions plans other than the site safety plan. Will you please have your client send the constructions plans (including excavation, underpinning, etc.) to Doug Lane? My colleague, Ruth Silberfarb (copied here) will coordinate the meeting with the Board. If you would please send a few dates in January that you and your client are available for a meeting with the Board. Thank you. Kelly A. Kulak kkulak@ssrga.com Direct: 212-743-7052 444 Madison Avenue, New York, NY 10022 Phone: 212-743-7000 | Fax: 212-743-7001 www.ssrga.com From: Chris McCabe Sent: Monday, December 18, 2023 3:41 PM To: Kelly Kulak Cc: Eric Thorsen Subject: RE: 261 West 22nd Street EXTERNAL EMAIL Kelly, Also, do you have any design professional comments to the drawings that we provided? Thank you. 5 FILED: NEW YORK COUNTY CLERK 03/13/2024 09:43 PM INDEX NO. 152341/2024 NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 03/13/2024 Chris Christopher P. McCabe, Esq. The Legal Foundation for Building Success Quinn McCabe LLP 9 East 40th Street 14th Floor New York, NY 10016 TEL: 212.447.5500 DIRECT: 212.447.5520 FAX: 212.447.5501 cmccabe@qmlegal.com www.QMLEGAL.com From: Chris McCabe Sent: Monday, December 18, 2023 3:40 PM To: Kelly Kulak Cc: Eric Thorsen Subject: RE: 261 West 22nd Street Kelly, I am following up to see if you had any comments to the comments that I sent on 261 West 22nd Street. Thank you. Chris Christopher P. McCabe, Esq. The Legal Foundation for Building Success Quinn McCabe LLP 9 East 40th Street 14th Floor New York, NY 10016 TEL: 212.447.5500 DIRECT: 212.447.5520 FAX: 212.447.5501 cmccabe@qmlegal.com www.QMLEGAL.com From: Chris McCabe Sent: Thursday, December 7, 2023 2:34 PM To: Kelly Kulak Cc: Eric Thorsen Subject: 261 West 22nd Street Kelly, 6 FILED: NEW YORK COUNTY CLERK 03/13/2024 09:43 PM INDEX NO. 152341/2024 NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 03/13/2024 I have attached my team’s comments to the agreement in redline and a clean copy. Chris Christopher P. McCabe, Esq. The Legal Foundation for Building Success Quinn McCabe LLP 9 East 40th Street 14th Floor New York, NY 10016 TEL: 212.447.5500 DIRECT: 212.447.5520 FAX: 212.447.5501 cmccabe@qmlegal.com www.QMLEGAL.com 7 FILED: NEW YORK COUNTY CLERK 03/13/2024 09:43 PM INDEX NO. 152341/2024 NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 03/13/2024 LICENSE AGREEMENT IN REFERENCE TO THE PREMISES LOCATED AT 261 WEST 22ND STREET NEW YORK, NEW YORK THIS LICENSE AGREEMENT (the “Agreement”), is made and entered into on [ December XX, 2023] (the “Effective Date”) between POPCORN & SODA ASSETS LLC, a New York limited liability company, 250 WEST 23 LLC, a New York limited liability company, and 254 WEST 23 LLC, a New York limited liability company (collectively, the “Project Owner”), each having an address at c/o TF Cornerstone, Inc., 387 Park Avenue South, New York, NY 10016, and 261 WEST 22ND STREET TENANT OWNER’S CORP., a New York corporation (the “Adjacent Owner”), having an address at c/o Argo Real Estate, 50 West 17th Street, New York, New York 10011. The Adjacent Owner and Project Owner shall be collectively referred to as the “Parties.” WHEREAS, Project Owner is the fee owner of the certain real property and the buildings located at 250-256 West 23rd Street, New York, New York and designated in the Tax Map of the City of New York as Block 772, Lots 72, 74 and 75 (the “Project Premises”); WHEREAS, Adjacent Owner is the fee owner of that certain real property and building thereon (the “Building”) adjacent to the Project Premises located at 261 West 22nd Street, New York, New York and designated in the Tax Map of the City of New York as Block 772, Lot 12 (the “Adjacent Premises”); WHEREAS, the Project Premises and the Adjacent Premises are located adjacent to each other, with the Adjacent Premises being located on the east side of the Project Premises; WHEREAS, Project Owner desires to demolish the existing buildings located on the Project Premises and construct and develop a new building and other improvements (the “New Building”) on the Project Premises (collectively, the “Project”), to be performed by or through 4881-7096-9488v3 1 FILED: NEW YORK COUNTY CLERK 03/13/2024 09:43 PM INDEX NO. 152341/2024 NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 03/13/2024 Project Owner’s general contractor [ ] 1TFC W 22 GC LLC (the “Contractor”), having an address of c/o TF Cornerstone, Inc., 387 Park Avenue South, New York, NY 10016, and in connection therewith, will be required to access the Adjacent Premises to implement certain protection measures to protect the Adjacent Premises and its occupants in compliance with all laws; WHEREAS, Project Owner desires and Adjacent Owner agrees to grant Project Owner and its Construction Team (as defined in Section 1 hereof) a non-exclusive, temporary, revocable (in the event of a termination of this Agreement pursuant to Section 17 below) and limited license to access the Adjacent Premises in connection with the Project in order to 2: (a) perform a pre- demolition survey, a post-demolition survey, a preconstruction survey and a postconstructionpost- construction survey of the Adjacent Premises, which surveys shall include access to all floors of the Adjacent Premises and, the roof of the Adjacent Premises and to identify and redirect communications cabling if required during demolition at Project Owner’s sole costacost and expense and to all combustion producing equipment and/or fireplaces; (b) install, maintain and remove monitoring equipment in and on the Adjacent Premises including, vibration monitors, crack gauges, survey marks and electronic survey equipment; (c) install, maintain and remove temporary protections on the Adjacent Premises, including: (i) roof protection on the roof of the Adjacent Premises, including overhead protection over any mechanical equipment, skylights and other structures thereon, (ii) overhead protection over terraces located on the roof of the Adjacent Premises, (iii) overhead protection and cocoon scaffolding over the western light well of the 1 Please provide name and address of the general contractor. 2 In connection with the excavation, Project Owner to provide plans for support, including underpinning, shoring, bracing, tie-rods, tie backs, rock-bolts, grouting, sheeting and other foundation support and excavation support underneath the Adjacent Premises for review by Adjacent Owner’s engineer. 4881-7096-9488v3 2 FILED: NEW YORK COUNTY CLERK 03/13/2024 09:43 PM INDEX NO. 152341/2024 NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 03/13/2024 Adjacent Premises, (iv) overhead protection in the rear yard of the Adjacent Premises; (v) window protection on the windows located in the western light well of the Adjacent Premises and the north side of the Adjacent Premises, (vi) a construction fence on the Adjacent Premises, (vii) netting over the northern fire escape located on the Adjacent Premises and (viii) a sidewalk shed extending in front of the Adjacent Premises; (d) install support of excavation, including, without limitation, underpinning, shoring, bracing, tie-rods, tie-backs, rock-bolts, grouting, sheeting, and other foundation support and excavation support underneath the Adjacent Premises; (e) install weather protection on any portion of the foundation and exterior walls of the Adjacent Premises exposed during the demolition and excavation phases of the Project; (ef) install horizontal and vertical flashing between the building on the Adjacent PremisesBuilding and the New Building to be constructed on the Project Premises, including a gutter system; (fg) extend and/or offset the chimney flues of the Adjacent Premises 3; and 4(g(h) access the airspace above the Adjacent Premises to install, maintain, remove and, to the extent applicable utilize pipe scaffolding, needle beams, horizontal netting, and/or suspended scaffolding extending over the airspace of the Adjacent Premises; and WHEREAS, Project Owner and Adjacent Owner wish to memorialize their Agreement with respect to the matters set forth above. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is hereby agreed as follows: 1. LICENSE Subject to the terms and conditions of this Agreement, on the Effective Date, 3 Plans provided do not specify which chimney flues and this must be specifically agreed upon. 4 Adjacent Owner states there are no lot line windows. Please confirm there are no lot line windows and/or provide plans. 4881-7096-9488v3 3 FILED: NEW YORK COUNTY CLERK 03/13/2024 09:43 PM INDEX NO. 152341/2024 NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 03/13/2024 Adjacent Owner grants Project Owner, its engineers, architects, general contractor, construction managers and subcontractors, including all of their respective employees, agents, material suppliers and workers (collectively, the “Construction Team”) a non-exclusive, temporary, limited, revocable (in the event of a termination of this Agreement pursuant to Section 17 below) license to enter upon and access certain portions of the Adjacent Premises agreed upon by the Adjacent Owner, during the hours of 9:00 a.m. through 4:00 p.m., Monday through Friday. Project Owner and its Construction Team shall not have access to the interior of the Adjacent Premises, except to the extent that interior access is needed: (a) to perform the Surveys (as defined in Section 2 hereof)), (b) for the installation, maintenance, inspection and/or removal of the Monitoring Equipment (as defined in Section 3 hereof), (c) have workmen access the roof, rear yard and light well of the Building to install and remove Temporary Protections (as defined in Section 4 hereof); (d) to access the Building to install the Flashing and Gutter System (as defined in Section 7 hereof); (e) install the Chimney Access (as defined in Section 8 hereof); and (f) to install, maintain and remove Airspace Access (as defined in Section 9 hereof). To the extent that Project Owner’s or its Construction Team’s workmen reasonably require access to the interior of the Adjacent Premises with respect to the Surveys and Monitoring Equipment, such access shall only be granted upon five (5) days’ prior written notice to Adjacent Owner, including the reason for the requested access to certain interior potions of the Adjacent Premises. A representative of Adjacent Owner shall accompany the Project Owner and the Construction Team, including all workmen at all times while upon the Adjacent Premises. 2. SURVEYS Subject to the terms, covenants and conditions set forth below, Adjacent Owner agrees to allow Project Owner and its Construction Team a non-exclusive, temporary, limited, 4881-7096-9488v3 4 FILED: NEW YORK COUNTY CLERK 03/13/2024 09:43 PM INDEX NO. 152341/2024 NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 03/13/2024 revocable (in the event of a termination of this Agreement pursuant to Section 17 below) license to access the interior and exterior of the Adjacent Premises in order to conduct a pre-demolition survey (which survey shall include, without limitation, access to survey all floors of the Adjacent Premises, the roof of the Adjacent Premises and to identify and redirect communications cabling, if required, during demolition and to survey all combustion producing equipment and/or fireplaces in order to submit a Chimney & Vent Plan to the New York City Department of Buildings (”DOB”) as required by the applicable sections of the New York City Building Code, Administrative Code, Fuel and Gas Code, Mechanical Code), post-demolition survey, pre-construction and post- construction survey, which surveys shall include a photographic survey of existing conditions at the Adjacent Premises (collectively, the “Surveys”). The Surveys shall be conducted on mutually convenient dates. Project Owner agrees to provide Adjacent Owner with a copy of the reports of the Surveys upon Project Owner’s receipt of all such reports. Subject to the terms, covenants and conditions contained in this Agreement, Adjacent Owner shall grant access to the Project Owner to all locations throughout the interior and exterior of the building, including but not limited to occupied (only if necessary) and vacant apartments and occupied (only if necessary) and vacant retail spaces in order to perform the Surveys. Such access shall only be granted upon ten (10) days’ prior written notice to Adjacent Owner, including the reason for the requested access to certain interior potions of the Adjacent Premises, including occupied apartments. 3. MONITORING EQUIPMENT Subject to the terms, covenants and conditions set forth below, Adjacent Owner grants Project Owner and its Construction Team a non-exclusive, temporary, limited, revocable (in the event of a termination of this Agreement pursuant to Section 17 below) license to access the Adjacent Premises during the Project in order to install, maintain, inspect, repair and remove 4881-7096-9488v3 5 FILED: NEW YORK COUNTY CLERK 03/13/2024 09:43 PM INDEX NO. 152341/2024 NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 03/13/2024 remote access monitoring equipment in and on the Adjacent Premises, including, without limitation remote access vibration monitors, crack gauges, survey marks or electronic survey equipment during both the demolition phase of the Project and the excavation and foundation phase of the Project (collectively, the “Monitoring Equipment”). The Monitoring Equipment shall be subject to prior written approval of engineer of the Adjacent Owner. for each of the demolition phase and excavation/foundations phase. Project Owner shall provide to Adjacent Owner’s engineer the monitoring plan (the “Monitoring Plan”) and, for the excavation/foundation phase, signed and sealed Support of Excavation (“SOE”) drawings, prepared by a licensed professional architect or engineer for its review and approval, which Monitoring Plan (and SOE drawings (“SOE Drawings”) for the excavation foundations phase) shall be subject to the prior written approval of the engineer of the Adjacent Owner and then filed with New York City Department of Buildings (the “DOB”) for approval. , which approval shall not be unreasonably denied, conditioned or delayed. The locations and types of Monitoring Equipment shall also be subject to Adjacent Owner’s engineer’s approval, which approval shall not be unreasonably withhelddenied, conditioned or delayed. Once DOB approval of the Monitoring Plan (if applicable)and SOE Drawings (for the excavation/foundations phase) is obtained by the Project Owner then it shall provide the Adjacent Owner and its engineer with ten (10) days’ prior written notice of the date of access along with the DOB approved Monitoring Plan and SOE Drawings (for the excavation and foundation phase) specifying the locations and monitoring thresholds to be observed by the Monitoring Equipment. Project Owner agrees that it will install the Monitoring Equipment in accordance with the terms of this Agreement. Project Owner shall reimburse Adjacent Owner for all of its costs, fees, expenses and reasonable Professional Fees (as defined in Section 1416 hereof) incurred in connection with the review of the Monitoring Plan in accordance 4881-7096-9488v3 6 FILED: NEW YORK COUNTY CLERK 03/13/2024 09:43 PM INDEX NO. 152341/2024 NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 03/13/2024 with the terms of Section 153 hereof. Project Owner and/or its Construction Team shall periodically, but in no event less than once per week and twice per week during SOE excavation and foundation operations, inspect, read and maintain the Monitoring Equipment as set forth in the applicable Monitoring Plan. Project Owner shall maintain the Monitoring Equipment until the completion of excavation and foundation operations at the Project or such earlier time that Project Owner’s engineer, as confirmed by Adjacent Owner’s engineer, determines that such Monitoring Equipment is no longer required. Copies of all monitoring reports shall be simultaneously delivered to Adjacent Owner and Adjacent Owner’s engineer when delivered to Project Owner. Project Owner shall reimburse Adjacent Owner for all reasonable Professional Fees it incurs in connection with the Monitoring Equipment, in accordance with Section 14 of this Agreement. 4. TEMPORARY PROTECTIONS (a) Subject to the terms, covenants and conditions set forth below, Adjacent Owner grants Project Owner and its Construction Team a non-exclusive, temporary, limited, revocable (in the event of a termination of this Agreement pursuant to Section 17 below) license to access the Adjacent Premises during the Project in order to install, maintain, inspect, repair and remove: (i) roof protection of an approved design on the roof of the Adjacent Premises, including overhead protection over any mechanical equipment, skylights and other structures thereon, (if applicable), (ii) overhead protection over terraces located on the roof of the Adjacent Premises, (iii) overhead protection and cocoon scaffolding at the base of the western light well of the Adjacent Premises, (iv) overhead protection in the rear yard of the Adjacent Premises; (v) window protection of an approved design on the windows located in the western light well of the Adjacent Premises and the north side of the Adjacent Premises, (vi) a construction fence in the rear yard and light well; (vii) netting over the northern fire escape located on the Adjacent Premises; (viiviii) a 4881-7096-9488v3 7 FILED: NEW YORK COUNTY CLERK 03/13/2024 09:43 PM INDEX NO. 152341/2024 NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 03/13/2024 sidewalk shed extending in front of the Adjacent Premises; and (hix) all other temporary protections required by the DOB in connection with the Project (collectively, the “Temporary Protections”) as identified in the protection plans annexed hereto as Exhibit A-1 (for demolition) and Exhibit A-2 (for excavation through completion of the superstructure of the New Building)collectively, (the “Temporary Protection Drawings”). The Temporary Protections shall be installed in accordance with all applicable laws, rules, regulations, codes and directives of governmental entities having jurisdiction over the Project (collectively, the “Laws”), including, without limitation, the DOB, in order for Project Owner to protect the Adjacent Premises during the Project. The Temporary Protections shall not be performed by Project Owner unless and until Adjacent Owner’s engineer has approved in writing the Temporary Protection Drawings.. Project Owner shall reimburse Adjacent Owner for all of its costs, fees, expenses and reasonable Professional Fees incurred in connection with the review of the Temporary Protection Drawings in accordance with the terms of Section 1416 hereof. (b) The Temporary Protections shall be removed as soon as DOB or Adjacent Owner’s engineer permits such removal. It is agreed by both parties hereto that storage and/or staging of materials on the Temporary Protections is prohibited. Project Owner shall use commercially reasonable efforts to prevent any bills, advertisements or signage, except signage required by Laws to be placed on the Temporary Protections. The Project OwnerTemporary Protections shall use best efforts to preventnot unreasonable interference with the use and enjoyment by the tenants’ of the Adjacent Premises to roof, terraces and skylights of the Adjacent Premises. Project Owner shall install the Temporary Protections in a manner that: (i) permits light to enter through the windows and skylights of the Adjacent Premises; and (ii) allows the tenants of the Adjacent Premises to safely access the roof and the adjacent sidewalks and ramps of the 4881-7096-9488v3 8 FILED: NEW YORK COUNTY CLERK 03/13/2024 09:43 PM INDEX NO. 152341/2024 NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 03/13/2024 Adjacent Premises in a safe manner. Project Owner shall install a light switch on the Temporary Protections installed on the roof, terraces and adjacent sidewalks and ramps of the Adjacent Premises to enable the use of the roof and/or terraces of the Adjacent Premises in a safe manner at night. The sidewalk bridge shall be lighted 24 hours a day seven days per week. Project Owner shall use commercially reasonable efforts to secure the Temporary Protections and prevent unauthorized persons from accessing the Adjacent Premises from the Temporary Protections. 5. SUPPORT Adjacent Owner grants Project Owner and its Construction Team a non-exclusive, temporary, limited, revocable (in the event of a termination of this Agreement pursuant to Section 17 below) license to access the Adjacent Premises in order to install support of excavation, including, without limitation, underpinning, shoring, bracing (including, without limitation, façade bracing), tie-rods, tie-backs, “rock-bolts”, grouting, sheeting, and other foundation support and excavation support underneath the Adjacent Premises in accordance with the drawings annexed as Exhibit B (the “Support”), upon at least five (5) days’ written notice to Adjacent Owner. Project Owner shall reimburse Adjacent Owner for all of its costs, fees, expenses and reasonable Professional Fees incurred in connection with the review of the Temporary Protection Drawings in accordance with the terms of Section 16 hereof. The provisions of this Paragraph 5 shall survive the termination and/or expiration of this Agreement and the Support will remain after the completion of the Project. 5.6. WEATHER PROTECTION Subject to the terms, covenants and conditions set forth below, the Adjacent Owner grants Project Owner and its Construction Team a non-exclusive, temporary, limited, revocable (in the event of a termination of this Agreement pursuant to Section 17 below) license to access 4881-7096-9488v3 9 FILED: NEW YORK COUNTY CLERK 03/13/2024 09:43 PM INDEX NO. 152341/2024 NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 03/13/2024 the Adjacent Premises in order to install weather protection of an approved design on affected portions of the foundation and exterior walls of the Adjacent Premises exposed during the demolition and excavation phases of the Project (collectively, the “Weather Protection”). The Weather Protection shall be subject to prior written approval of engineer of the Adjacent Owner. as set forth below. Project Owner shall provide to Adjacent Owner’s engineer signed and sealed drawings prepared by a licensed professional architect or engineer identifying the Weather Protection for its review and approval (the “Weather Protection Drawings”), which approval shall not be unreasonably withheld, conditioned, or delayed. Once with Weather Protection Drawings are approved by the engineer of Adjacent Owner, upon at least ten (10) days’ written notice from the Project Owner to the Adjacent Owner and subject to the terms, covenants and conditions contained in this Agreement, Adjacent Owner shall grant access to the Project Owner to install the Weather Protection in accordance with the Weather Protection Drawings. Project Owner shall reimburse Adjacent Owner for its reasonable engineer’s fees in connection with the Weather Protection and the Weather Protection Drawings, in accordance with Section 1416 hereof. The provisions of this Section 56 shall survive the Expiration Date or the date of the earlier termination of this Agreement. The Weather Protection will remain after the completion of the Project and termination of this Agreement. The Parties expressly agree that no easement shall be formed with respect to the Weather Protection and that such Weather Protection may be removed by Adjacent Owners at any time. 6.7. FLASHING AND GUTTER SYSTEM Subject to the terms, covenants and conditions set forth below, Adjacent Owner grants Project Owner and its Construction Team a non-exclusive, temporary, limited, revocable (in the event of a termination of this Agreement pursuant to Section 17 below) license to access 4881-7096-9488v3 10 FILED: NEW YORK COUNTY CLERK 03/13/2024 09:43 PM INDEX NO. 152341/2024 NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 03/13/2024 the Adjacent Premises in order to install horizontal and vertical flashing of an approved design between the Building on the Adjacent Premises and the New Building to be constructed on the Project Premises (the “Flashing”) and a gutter system to prevent water from running down the facade of the New Building onto the roof of Adjacent Premises with water shedding going into Project Owner’s storm water system (the “Gutter System”). The Flashing and Gutter System shall be subject to prior written approval of engineer of the Adjacent Owner. as set forth below. Subject to the terms, covenants and conditions contained in this Agreement, Adjacent Owner shall grant access to the Project Owner, upon at least ten (10) days prior written notice to Adjacent Owner with signed and sealed drawings prepared by a licensed professional architect or engineer identifying the Flashing and/or Gutter System as previously approved the engineer of the Adjacent Owner (the “Flashing and Gutter System Plans”). The Flashing and Gutter System Plans will be subject to Adjacent Owner’s engineer’s prior written approval, which shall not be unreasonably withheld denied, conditioned or delayed. Project Owner shall reimburse Adjacent Owner for its reasonable engineer’s fees in connection with the Flashing, Gutter System and Flashing and Gutter System Plans, in accordance with Section 1416 hereof. The provisions of this Section 67 shall survive the Expiration Date or date of the earlier termination of this Agreement. The Flashing will remain after the completion of the Project and the Expiration Date or date of the earlier termination of this Agreement. The Parties expressly agree that no easement shall be formed with respect to the Flashing and Gutter System and that such Flashing and Gutter System may be removed by Adjacent Owner at any time. 8. CHIMNEY/FLUE EXTENSION Subject to the terms, covenants and conditions set forth below, Adjacent Owner grants Project Owner and its Construction Team a non-exclusive, temporary, limited, revocable 4881-7096-9488v3 11 FILED: NEW YORK COUNTY CLERK 03/13/2024 09:43 PM INDEX NO. 152341/2024 NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 03/13/2024 (in the event of a termination of this Agreement pursuant to Section 17 below) license to access the Adjacent Premises in order to extend, offset, or relocate as may be determined to be required from the results of the Survey of the chimneys and flues conducted by the Project Owner and provided to DOB. Subject to the terms, covenants and conditions contained in this Agreement, Adjacent Owner shall grant access to the Project Owner, upon at least ten (10) days prior written notice to Adjacent Owner with signed and sealed drawings prepared by a licensed professional architect or engineer identifying the Chimney Access as previously approved the engineer of the Adjacent Owner (the “Chimney Access Plans”). The Chimney Access Plans will be subject to Adjacent Owner’s engineer’s prior written approval, which shall not be unreasonably denied, conditioned or delayed. Project Owner shall reimburse Adjacent Owner for its reasonable engineer’s fees in connection with the Chimney Access and Chimney Access Plans, in accordance with Section 16 hereof. The provisions of this Section 8 shall survive the Expiration Date or date of the earlier termination of this Agreement. The Chimney Access will remain after the completion of the Project and the Expiration Date or date of the earlier termination of this Agreement. The Parties expressly agree that no easement shall be formed with respect to the Chimney Access and that such Chimney Access may be removed by Adjacent Owner at any time if permitted by the Laws. 7.9. AIRSPACE ACCESS Subject to the terms, covenants and conditions set forth below, after all Temporary Protections are installed on the Adjacent Premises, Adjacent Owner shall grant Project Owner and its Construction Team a non-exclusive, temporary, limited, revocable in the event of a termination 4881-7096-9488v3 12 FILED: NEW YORK COUNTY CLERK 03/13/2024 09:43 PM INDEX NO. 152341/2024 NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 03/13/2024 of this Agreement pursuant to Section 17 below) license to access the airspace above the Adjacent Premises in order for Project Owner to install, maintain, remove and to the extent applicable utilize pipe scaffolding, needle beams, horizontal netting, and/or suspended scaffolding extending over the airspace of the Adjacent Premises in order to protect the Adjacent Premises and/or perform work therefrom (collectively, the “Airspace Access”). The Airspace Access shall be subject to prior written approval of engineer of the Adjacent Owner as set forth below. Project Owner shall provide to Adjacent Owner’s engineer signed and sealed drawings prepared by a licensed professional architect or engineer identifying the Airspace Access for its review and approval (the “Airspace Access Plans”), which approval shall not be unreasonably withheld, conditioned, or delayed. Once the Airspace Access Plans are approved by the engineer of Adjacent Owner, upon at least ten (10) days’ written notice from the Project Owner to the Adjacent Owner and subject to the terms, covenants and conditions contained in this Agreement, Adjacent Owner shall grant access to the Project Owner for the Airspace Access in accordance with the Airspace Access Plans. Project Owner shall reimburse Adjacent Owner for its reasonable engineer’s fees in connection with the Airspace Access and Airspace Access Plans, in accordance with Section14Section16 hereof. The Parties expressly agree that no easement shall be formed with respect to the Airspace Access and that such Airspace Access may be removed by Adjacent Owners at any time. 8.10. ADJACENT PREMISES ACCESS The Project Owner’s access to the Adjacent Premises for the Surveys, Monitoring Equipment, Temporary Protections, Support, Weather Protection, Flashing, Gutter System, Chimney Access and Airspace Access are collectively referred to herein as the “Adjacent Premises Access.” In the event the Adjacent Owner requires any of the Adjacent Premises Access (other than the Weather Protection, Support and Flashing) be temporarily removed to permit 4881-7096-9488v3 13 FILED: NEW YORK COUNTY CLERK 03/13/2024 09:43 PM INDEX NO. 152341/2024 NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 03/13/2024 Adjacent Owner to repairperform necessary repairs or otherwise maintainmaintenance of portions of the Adjacent Premises, then Adjacent Owner shall notify Project Owner of same. Project Owner and Adjacent Owner shall coordinate their respective projects and Project Owner will remove the Adjacent Premises Access at Project Owner’s sole cost, within ten (10) days of receipt of such notice., or portion thereof when agreed to between the Parties in a manner that will minimize interference or disruptions to both Parties’ project.. In the event that the Project Owner fails to remove such Adjacent Premises Access within such timeframein accordance with the terms of this Section 10, such failure shall be considered a material breach of this Agreement. Adjacent Owner may remove then the Adjacent Premises Access and Project Owner shall reimburse the Adjacent Owner for all costs and expenses incurred in connection with such removal upon demand. 9.11. PROJECT OWNER RESPONSIBILITIES (a) All licenses provided to Project Owner and its Construction Team, set forth in this Agreement, shall be exercised: (i) in a prompt, safe, limited and efficient manner and so as not to unreasonably interfere with the use, occupancy or structural integrity of the Adjacent Premises; (ii) taking such precautions as may be necessary or appropriate to prevent damage to the Adjacent Premises or injury to persons or personal property; (iii) so that on completion of the Adjacent Premises Access, the area in which the Adjacent Premises Access was performed is restored to its former condition, unless otherwise permitted as provided herein, with all debris removed; (iv) to install, maintain, utilize, operate, perform, and to the extent applicable remove the Adjacent Premises Access in accordance with all Laws, DOB regulations and good construction practice and