Standard Terms and Conditions Executive expressly understands and acknowledges that the Standard Terms and Conditions attached hereto are incorporated herein by reference, deemed a part of this Agreement and are binding and enforceable provisions of this Agreement. References to “this Agreement” or the use of the term “hereof” shall refer to this Agreement and the Standard Terms and Conditions attached hereto, taken as a whole.
TERMS AND CONDITIONS TO PREVAIL These terms and conditions herein prevail over all existing terms and conditions relating to TBS and the TBS Access Code, in so far as and only to the extent that such existing terms and conditions are inconsistent with these terms and conditions herein.
General Terms and Conditions During the term of this Contract, Contractor agrees to procure and maintain insurance which meets all County’s requirements in the General Terms and Conditions.
Additional Terms and Conditions Applicable to Subletting The following terms and conditions shall apply to any subletting by Lessee of all or any part of the Premises and shall be deemed included in all subleases under this Lease whether or not expressly incorporated therein:
(a) Lessee hereby assigns and transfers to Lessor all of Lessee's interest in all rentals and income arising from any sublease of all or a portion of the Premises heretofore or hereafter made by Lessee, and Lessor may collect such rent and income and apply same toward Lessee's obligations under this Lease; provided, however, that until a Breach (as defined in Paragraph 13.1) shall occur in the performance of Lessee's obligations under this Lease, Lessee may, except as otherwise provided in this Lease, receive, collect and enjoy the rents accruing under such sublease. Lessor shall not, by reason of the foregoing provision or any other assignment of such sublease to Lessor, nor by reason of the collection of the rents from a sublessee, be deemed liable to the sublessee for any failure of Lessee to perform and comply with any of Lessee's obligations to such sublessee under such Sublease. Lessee hereby irrevocably authorizes and directs any such sublessee, upon receipt of a written notice from Lessor stating that a Breach exists in the performance of Lessee's obligations under this Lease, to pay to Lessor the rents and other charges due and to become due under the sublease. Sublessee shall rely upon any such statement and request from Lessor and shall pay such rents and other charges to Lessor without any obligation or right to inquire as to whether such Breach exists and notwithstanding any notice from or claim from Lessee to the contrary. Lessee shall have no right or claim against such sublessee, or, until the Breach has been cured, against Lessor, for any such rents and other charges so paid by said sublessee to Lessor.
(b) In the event of a Breach by Lessee in the performance of its obligations under this Lease, Lessor, at its option and without any obligation to do so, may require any sublessee to attorn to Lessor, in which event Lessor shall undertake the obligations of the sublessor under such sublease from the time of the exercise of said option to the expiration of such sublease; provided, however, Lessor shall not be liable for any prepaid rents or security deposit paid by such sublessee to such sublessor or for any other prior defaults or breaches of such sublessor under such sublease.
(c) Any matter or thing requiring the consent of the sublessor under a sublease shall also require the consent of Lessor herein.
(d) No sublessee under a sublease approved by Lessor shall further assign or sublet all or any part of the Premises without Lessor's prior written consent.
(e) Lessor shall deliver a copy of any notice of Default or Breach by Lessee to the sublessee, who shall have the right to cure the Default of Lessee within the grace period, if any, specified in such notice. The sublessee shall have a right of reimbursement and offset from and against Lessee for any such Defaults cured by the sublessee.
CONTRACT TERMS AND CONDITIONS This section sets forth the terms and conditions of the Contract.
Specific Terms and Conditions To the extent that Contractor has received an award for Lot 4, Implementation Services, the following terms and conditions apply to Lot 4 Implementation Services. All Services covered under Lot 4 – Implementation Services must be performed within CONUS. An RFQ for this Lot will be awarded based on, and result in, a deliverable-based Statement of Work (SOW) which will be incorporated into an Authorized User Agreement. The RFQ will include but is not limited to: Authorized User timeframes; system integration requirements; and other risks that may affect the cost to the Authorized User. All responses to RFQs must include detailed price information, including but not limited to: hours required per title, cost per hour, etc. Travel, lodging and per diem costs must be itemized in the total quote and may not exceed the rates in the NYS OSC Travel Policy. More information can be found at xxxx://xxx.xxx.xxxxx.xx.xx/agencies/travel/travel.htm. All costs must be itemized and included in the Contractor’s quote. Article 17-B of the New York State Executive Law provides for more meaningful participation in public procurement by certified Service-Disabled Veteran-Owned Businesses (“SDVOB”), thereby further integrating such businesses into New York State’s economy. OGS recognizes the need to promote the employment of service-disabled veterans and to ensure that certified service-disabled veteran-owned businesses have opportunities for maximum feasible participation in the performance of OGS contracts. In recognition of the service and sacrifices made by service-disabled veterans and in recognition of their economic activity in doing business in New York State, Bidders are expected to consider SDVOBs in the fulfillment of the requirements of the Contract. Such participation may be as subcontractors or suppliers, as protégés, or in other partnering or supporting roles.
Changes to these Terms and Conditions Reserving the right to change these terms and conditions. We reserve the right to change or add to these terms and conditions from time to time for legal, safety or other substantive reasons or in order to assist the proper delivery of education at the School. The School will send you notice of any such modifications prior to the end of the penultimate term before the modifications are to take effect.
SETTLEMENT TERMS AND CONDITIONS Contour is willing to resolve the violations cited herein by entering into this Agreement and freely and voluntarily waives its right to a hearing under Banking Law Sections 44 and 598. Therefore, in consideration of the promises and covenants set forth herein, the Settling Parties agree, as follows:
1. Contour shall not:
a. Under any name or designation conduct or transact business in this state at any physical location that has not been approved by the Superintendent;
b. Under any name or designation conduct or transact business in this state through the use of any website or domain name that has not been approved by the Superintendent;
c. Conduct or transact business under any name or designation other than that shown on its license or branch certificate;
d. Assign mortgage loan originators to locations that are not licensed by the Superintendent;
e. Engage in net branching or offer net branching opportunities in violation of the Department’s prohibition against net branching;
f. Transfer or assign its mortgage banker license;
g. Engage in conduct prohibited by Part 38 of the General Regulations.
2. Contour agrees to take all necessary steps to ensure its compliance with all applicable federal and state laws, regulations, supervisory requirements, and guidance letters relating to its mortgage business, including but not limited to:
a. Complying with the requirements of Banking Law Articles 12-D and 12- E, Part 420 of the Superintendent’s Regulations, and Part 38 of the General Regulations;
b. Assigning mortgage loan originators only to locations licensed by the Superintendent, and displaying the license for each mortgage loan originator working at such location;
c. Providing the proper oversight and supervision of each individual who becomes employed by, or affiliated as an independent contractor of or consultant for, Contour; and
d. Maintaining books and records in a manner that will enable the Superintendent to determine whether Contour is complying with all applicable federal and state laws, regulations, supervisory requirements, and guidance letters.
3. Contour agrees to develop a comprehensive operations manual governing its day-to-day operations, which shall, at a minimum, address the:
a. Establishment of new business locations;
b. Use of business names and designations;
c. Activities and supervision of employees, independent contractors, and consultants; and
d. Maintenance of books and records.
4. Contour agrees to develop a written compliance manual designed to ensure compliance with all applicable federal and state laws, regulations, supervisory requirements, and guidance letters. The manual shall, at a minimum, address:
a. The designation of an individual responsible for monitoring compliance with all applicable laws, regulations, supervisory requirements, and guidance letters;
b. Prohibited conduct as described by Section 38.7 of the General Regulations;
c. The duties of an originating entity as described by Part 420 of the Superintendent’s Regulations;
d. Reporting requirements as described by Part 420 of the Superintendent’s Regulations;
e. Use of business names and designations, domain names, and websites;
f. The duties and responsibilities of employees, independent contractors, and consultants; and
g. A compliance training program for employees and independent contractors.
5. Within ninety (90) days from the effective date of this Agreement, Xxxxxxx agrees to submit drafts of its operations and compliance manuals to the Department.
6. Within one hundred twenty (120) days from the effective date of this Agreement, Xxxxxxx agrees to submit copies of its final operations and compliance manuals to the Department together with a letter from an authorized officer of Contour indicating his or her approval of said manuals.
7. Contour agrees that its mortgage banking activities will be subject to examinations semi-annually for a twenty-four-month period following the execution of this Agreement.
8. Contour agrees to pay a fine of $20,000. Contour further agrees that such payment will be made in immediately available funds in accordance with Department payment instructions.
Terms and Conditions Applicable to Assignment and Subletting (a) Regardless of Lessor's consent, any assignment or subletting shall not: (i) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease, (ii) release Lessee of any obligations hereunder, or (iii) alter the primary liability of Lessee for the payment of Base Rent and other sums due Lessor hereunder or for the performance of any other obligations to be performed by Lessee under this Lease.
(b) Lessor may accept any rent or performance of Lessee's obligations from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of any rent or performance shall constitute a waiver or estoppel of Lessor's right to exercise its remedies for the Default or Breach by Lessee of any of the terms, covenants or conditions of this Lease.
(c) The consent of Lessor to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting by Lessee or to any subsequent or successive assignment or subletting by the sublessee. However, Lessor may consent to subsequent sublettings and assignments of the sublease or any amendments or modifications thereto without notifying Lessee or anyone else liable on the Lease or sublease and without obtaining their consent, and such action shall not relieve such persons from liability under this Lease or sublease.
(d) In the event of any Default or Breach of Lessee's obligations under this Lease, Lessor may proceed directly against Lessee, any Guarantors or any one else responsible for the performance of the Lessee's obligations under this Lease, including the sublessee, without first exhausting Lessor's remedies against any other person or entity responsible therefor to Lessor, or any security held by Lessor or Lessee.
(e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor's determination as to the financial and operational responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modification of the Premises, if any, together with a non-refundable deposit of $1,000 or ten percent (10%) of the current monthly Base Rent, whichever is greater, as reasonable consideration for Lessor's considering and processing the request for consent. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested by Lessor.
(f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment or entering into such sublease, be deemed, for the benefit of Lessor, to have assumed and agreed to conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented in writing.
(g) The occurrence of a transaction described in Paragraph 12.1
ACCEPTANCE OF CONTRACT/TERMS AND CONDITIONS (a) This Contract integrates, merges, and supersedes any prior offers, negotiations, and agreements concerning the subject matter hereof and constitutes the entire agreement between the parties.
(b) SELLER's acknowledgment, acceptance of payment, or commencement of performance, shall constitute SELLER's unqualified acceptance of this Contract.
(c) Unless expressly accepted in writing by LOCKHEED XXXXXX, additional or differing terms or conditions proposed by SELLER or included in SELLER's acknowledgment are objected to by LOCKHEED XXXXXX and have no effect.
(d) The headings used in this Contract are inserted for the convenience of the parties and shall not define, limit, or describe the scope or the intent of the provisions of this Contract.
