Plaintiff's First Notice of Discovery and Inspection

FILED: QUEENS COUNTY CLERK 05/04/2017 01:07 PM INDEX NO.
712807/2016
NYSCEF DOC. NO. 22 RECEIVED NYSCEF: 05/04/2017
EXHIBIT 1
FILED: QUEENS COUNTY CLERK 05/04/2017 01:07 PM INDEX NO. 712807/2016
SUPREME COURT OF THE STATE OF NEW YORK

COUNTYOF QUEENS .
KCM REALTY COMPANY, L.P.,

Index No. 712807/2016
Plaintiff,
V. PLAINTIFF'S FIRST
NOTICE OF DISCOVERY
NEW RAM REALTY, LLC, AND INSPECTION TO
DEFENDANT
Defendant.
PLEASE TAKE NOTICE that, pursuant to Rule 3120 of the Civil Practice Law and
Rules, Plaintiff KCM Realty Company, L.P. hereby requests that Defendant produce for
'
. inspection and copying the documents and electronically stored information specified herein
within its possession, custody or control, or in the possession, custody or control of any agent,
employee, representative or other person acting or purporting to act on Defendant's behalf at the
offices of Holland & Knight LLP, attorneys for Plaintiff, 31 West s2nct Street, New York, New
York 10019, on January 9, 2017 at 10:00 am.
DEFINITIONS AND INSTRUCTIONS

A. The term 11 document" or "documents" is used herein in the broadest possible
sense and means any written, graphic, electronically stored information or other recorded
(whether visually, electronically, magnetically or otherwise) matter of whatever kind or nature or
any other means of preserving thought or expression and all tangible things from which
information can be processed, transcribed or retrieved, whether originals, copies or drafts
(including, without limitation, non-identical copies), however produced or reproduced, within the
possession, custody or control of Defendant, or the possession, custody or control of any agent,
employee, representative or other person acting or purporting to act on its behalf, including, but
not limited to: contracts, agreements, correspondence, telegrams, facsimiles, memoranda,
records, books, E-mails, summaries, transcripts or records of telephone conversations,
summaries or records of personal conversations or interviews, diaries~ statistical statements,
work papers, charts, analytical records, minutes or records of meetings or conferences, records,
reports or summaries of negotiations, drafts, notes, marginal notations, bills, invoices, checks,
lists, journals, diaries, matrices for and all other written, printed, recorded or photographic matter
or sound reproductions. A document with handwritten, typewritten or other recorded notes,
editing marks, etc., is not and shall not be deemed identical to one without such modifications,
additions or deletions. The term "original" includes the file copy or copies of any document if
there is no actual original or ribbon copy.
B. The term 11 communication" means the transmittal of information (in the form of
facts, inquiries, ideas or otherwise).
C. The term "concern" or "concerning" means relating to, referring to, describing,
evidencing or constituting.
D. The term "relating" or "referring" means relating, referring to or in any way
relevant within the meaning of Section 3101 of the Civil Practice Law and Rules.
E. 'And" or 11 or" shall mean and/or.
F. The use of the singular form of any word includes the plural and vice versa.
G. "KCM Realty" or "Plaintiff' means KCM Realty Company, L.P. and shall
include its present and. former managers, officers, directors, employees, partners, agents,
consultants, attorneys, representatives or other persons acting on its behalf.
2
H. "New Ram"
, ''D e:Dendan,t. " " you, " or " your" means New Ram Realty, LLC, and
shaU include its present and former managers, officers, directors, employees, partners, agents,

I. "Premises" mei:i.ns that certain real property located in Maspeth, New York
designated as Block 2687, Lot 31 on the tax map of the County of Queens.
J. "City" means the City of New York, its divisions, departments, agencies, and
affiliates, and their present and former managers, officers, directors, agents, employees, attorneys
or other persons acting on their behalf.
K. "DHS" means the New York City Department of Homeless Services and shall
include its present and former managers, officers, directors, employees, partners, agents,
L. "Promesa" me~ns Promesa Housing Fund Development Corporation and shall
M. "Holiday Inn" means Holiday Inn Corporation and lnterContinental Hotels Group
PLC and shall inc!ude their present and former managers, officers, directors, employees,
partners, agents, consultants, attorneys, representatives or other persons acting on its behalf.
N. "Hotel" shall mean the building on the real property located in Maspeth, New
York designated as Block 2687, Lot 31 on the tax map of the County of Queens.
0. "Acacia" means the Acacia Network and shall include its present and former
managers, officers, directors, employees, partners, agents, consultants, attorney, representatives
or other persons acting on its behalf.
3
P. "Amended Complaint" means the Amended Complaint, dated November 26,
2016, served and filed in this action.
Q. "Answer" shall mean the Answer With Counter Claim filed by New Ram Realty,
LLC, dated December 12, 2016, served and filed in this action.
R. If any document within the scope of this request has been lost, destroyed,
discarded, and/or is otherwise not available for production, Defendant shall in its response
hereto: (a) describe the document as completely as possible; (b) describe the circumstances of
such destruction, including, without limitation, the name of its last known custodian the date it
was lost, discarded, and/or destroyed; (c) the efforts made to locate it, the iclentifies of all persons
who participated in the search for it, the identities of persons who participated in, and/or ha:ve
knowledge of its destruction. an.d/or discarding; and (d) shall produce any documents relating to
such destruction.
S. If a claim of privilege is asserted with respect to any document, state with respect
. to each such document: (1) the date thereof; (2) the author; (3) the recipient(s); (4) the; (5) the
privilege claimed; (6) a description of the document sufficient to demonstrate the applicability of
the privilege claimed; (7) a description of any document or material transmitted with or attached
to the document; and (8) the particular request to produce to which the document is responsive.
T. If any information or data is withheld because such information or data is stored
electronically, it is to be identified by the subject matter of the information or data and the place
or places where such information is maintained.
U. Pursuant to CPLR 3122(c), documents shall be produced as they are maintained
in the ordinary course of business, including file folders or other identifying information, or
4
identified to correspond to each specific numbered request to which they are considered
responsive.
V. Electronically stored information, such as e~mails and other data stored
electronically, must be produced in electronic form in an intelligible format as well as in hard
copy form, together with a description of the system from which it was derived.
W. Pursuant to CPLR. 310l(h), Defendant shall promptly suppkment its document
production if it obtains or discovers further responsive documents after its production of
documents to Plaintiff or for any other reason contained in 310 I (h). The fact that investigation
is continuing or that discovery is not complete shall not be used as an excuse for failure to
respond to each request as fully as possible.
DOCUMENT REQUESTS
1. The executed Lease, dated as of March 5, 2004, between KCM Realty, as Owner,
and New Ram, as Tenant, for the Premises located in Maspeth, New York designated as Block
2687, Lot 21, in Maspeth, New York on the tax !)lap of the County of Queens (the "Lease").
2. Documents constituting, concerning or relating to communications and/or
meetings between KCM Realty and New Ram subsequent to June I, 2016 concerning or relating
to any of the following subjects:
(a) The Lease;
(b) A plan or proposal or consideration of a plan or proposal to
convert the existing Hotel on the Premises to a homeless shelter or
to house homeless persons;
(c) The draft Agreement dated June_, 2016 between New
Ram and Promesa, a copy of which is annexed as Exhibit 1 to the
5
Amended Complaint and New Ram's August 25, 2016 e-mail to
KCM Realty enclosing the draft Agreement dated June _, 2016,
(d) KCM Realty's August 25, 2016 letter to New Ram;
(e) KCM Realty's rejection of New Ram's plan or proposal to
convert the Hotel to a homeless shelter; and
(f) KCM Realty's rejection of New Ram's proposed sublease.
3. Documents constituting any agreement, proposed agreement or arrangement
between New Ram and DHS or the City related to the Hotel or the Premises.
4. Documents constituting, concemirig or relating to communications and/or
meetings between New Ram and DHS or the City subsequent to June 1, 2016 concerning or
relating to any of the following subjects:
(a) using the Hotel to house homeless persons;
(b) converting the Hotel to a homeless shelter or to house
homeless persons;
(c) the Lease, including the "use provision" or "use restriction"
at Article 5 and Section 35.8 of the Lease, and Section 12.l(a) of
the Lease relating to subletting the Premises or any part thereof;
(d) payment by DHS or the City to New Ram to house
homeless persons at the Hotel;
(e) the dispute underlying this action; and
(f) whether New Ram's use of the Hotel to house homeless
persons would or might affect any franchise agreement between
New Ram and Holiday Inn.
6
5. Documents constituting or reflecting the payment of monies by DRS or the City
to New Ram for the housing of homeless persons at the Hotel subsequent to September 1, 2016.
between New Ram and Promesa or Acasia related to the Hotel or the Premises.
meetings between New Ram and Promesa or Acasia subsequent to June I, 2016 concerning or
(b) converting the existing Hotel on the Premises to a homeless
shelter or to house homeless persons; and
at Article 5 and Section 35.8 of the Lease and Section 12.l(a) of
the Lease relating to subletting .the Premises or any part thereof.
8. Documents and communications concerning the use of the Hotel, or any portion
thereof, for the lodging, sheltering, or housing (temporary or otherwise) of homeless individuals.
9. Documents and communications cqncerning any plan or contemplated plan to
alter New Ram's use of the Hotel or the Premises.
10. Documents and communications concermng the "use provisions" or "use
restriction" of the Lease, including any documents or communications relating or concerning
Article 5 or Section 3 5 .8 of the Lease.
11. Documents and communications concerning room rental agreements for the Hotel
subsequent to September 1, 2016 to the extent that they relate to the housing of homeless
persons.
7
12. Documents and communications concerning any arrangement or proposed
arrangement whereby a third party would pay for one or more rooms at the Hotel for the housi~g
of homeless persons.
13. Documents and communications concerning any occupants of the Hotel for the
period subsequent to September 1, 2016 that, at the time of their occupancy, were considered
homeless persons.
14. Documents sufficient to show physical improvements and/or alterations made to
the Hotel after September 1, 2016 to the extent that such physical improvements and/or
alterations were done to house homeless persons or were done at the request of DHS or the City.
15. Documents sufficient to show (a) New Ram employees hired after September 1,
2016 that work at the Hotel to the extent that such employees were hired in connection with the
rental of rooms to house homeless persons and (b) the position or job description of each such
employee.
16. Documenti and communications concerning or relating to any security incident at

the Hotel since September l, 20 l 6.
17. Documents and communications concerning or relating to the police presence at
or about the Hotel at any time since September 1, 2016.
18. Documents concerning communications between New Ram and Holiday Inn
concerning or related to New Ram's use of the Hotel to house homeless persons.
meetings between New Ram and any community opposition group subsequent to August 1, 2016
concerning or relating to the actual or proposed use of the Hotel for the lodging, sheltering, or
housing (temporary or otherwise) of homeless individuals.
8
20. Documents and communications concerning metal detectors install~d at the Hotel
after September 1, 2016.
21. Documents constituting or relating to communications between New Ram and
any newspaper, radio station, television station, website or other media outlet on any of the
following subjects:
homeless persons;
(c) any agreement, proposed agreement or arrangement
between New Ram and DHS or the City to house homeless persons
at the Hotel;
homeless persons at the Hotel; and
(e) the Lease.
22. Documents that support, evidence, concern or relate to New Ram's First
Affirmative Defense that "Plaintiff is estopped from claiming the Answering Defendant is in
violation or breach of its lease agreement as it has unclean hands."
23. Documents that support, evidence, concern or relate to New Ram's Second
Affirmative Defense in its Answer that '(There is a lack of consideration from Plaintiff to the
Answering Defendant.,,
9
Dated: December 19, 2016

New York; New York HOLLAND & KNIGHT LLP
By: Lu....(,(. J..4-ut_

Mitchell J. Gel '
31 West 52nct Street _
New York, New York 10019
. (212) 513-3200
Attorneys for Plaintiff

KCM Realty Company, L.P.
TO: CLIFFORD GREENE & ASSOC1ATES

700 White Plains Post Road, Suite 309
Scarsdale, New York 10583
(914) 738-5992
Att: Clifford H. Greene, Esq.
Attorneys for Defendant New Ram Realty, LLC
#48990657_v2
1.0
AFFIRMATION OF SERVICE
MITCHELL J. GELLER, an attorney duly admitted to practice law before the courts of
the State of New York, affirms under penalty of perjury:
On December 19, 2016, I served by UPS overnight courier, next day delivery, a true copy
of the within Plaintiff's First Notice of Discovery and Inspection To Defendant, dated
December 19, 2016, on
CLIFFORD GREENE & ASSOCIATES

Dated: New York, New York

December 19, 2016
#49039489_vl
EXHIBIT 2
(FILED:
NYSCEF DOC. QUEENS
NO. 22 COUNTY CLERK 11/28/2016 03: 37 PM) RECEIVED NYSCEF:
INDEX 05/04/2017
NO. 712807/2016
NYSCEF DOC. NO. 8
RECEIVED NYSCEF: 11/28/2016

COUNTY OF QUEENS

Index No. 712807/2016
Plaintiff,
V.
AMENDED COMPLAINT
NEW RAM REALTY, LLC,
Defendant.
Plaintiff KCM Realty Company, L.P. ("KCM" or "Plaintiff"), by its attorneys, Holland &
Knight LLP, as and for its Complaint against New Ram Realty, LLC ("New Ram" or
"Defendant"), alleges as follows:
NATURE OF ACTION
1. This action for declaratory and injunctive relief arises out of a lease dispute between
Plaintiff KCM (as Owner) and Defendant New Ram (as Tenant). Under the terms of the lease,
New Ram is permitted to use the subject premises only for "the erection, operation and
maintenance of a hotel," for "retail stores located on the ground floor of the hotel," and for ''the
parking of vehicles related to the business of the hotel and such stores." However, in late August
2016, New Ram approached KCM with a plan to sublease the existing hotel to a third party, who
would convert the hotel to an adult homeless shelter pursuant to an Agreement with the New York
City Department of Homeless Services ("DHS"). By an August 25, 2016 letter, KCM immediately
advised New Ram that the proposed conversion of the hotel to an adult homeless shelter violated
the use restrictions in the Lease, that the proposed conversion would constitute an event of default
under the lease, and that KCM would not consent to the proposed sublease.
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2. New Ram's plan to sublease the hotel to a third party to convert it to an adult
homeless shelter was extremely lucrative for New Ram. This plan was immediately widely
criticized by the surrounding community. In light of KCM's refusal to approve the unauthorized
use of the premises and the significant community backlash, New Ram indicated that it was
abandoning the plan to convert the hotel to a homeless shelter. However, the potential profit to
New Ram must have been too great to turn down because in blatant disregard of the terms of its
lease and in contradiction to its representations to the community, New Ram has begun the
conversion of the hotel to a homeless shelter, surreptitiously renting over a quarter of the hotel's
rooms to the DHS to house homeless adults.
PARTIES
3. KCM is a New York limited partnership with its principal office at 362 Kingsland
Avenue, Brooklyn, New York, 11222.
4. On information and belief, New Ram is a New York limited liability company with
its principal office at 59-40 55th Road, Maspeth, New York, 11378.
JURISDICTION AND VENUE
5. This Court has personal jurisdiction over New Ram because New Ram has its
principal place of business in the State of New York and KCM' s causes of action arise out of real
property located in New York.
6. Venue is proper in this Court because the judgment demanded will affect the use of
real property situated in Queens County.
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FACTS PERTINENT TO ALL COUNTS
A. The Parties Enter Into A Lease Which Contains Explicit Use Restrictions.
7. KCM owns certain real property located in Maspeth, New York designated as
Block 2687, Lot 21, in Maspeth, New York on the tax map of the County of Queens (the
"Premises").
8. On or about March 5, 2004, KCM and New Ram entered into the Agreement of
Lease, dated as of March 5, 2004, for the Premises (the "Lease").
9. Pursuant to Article 2 of the Lease, the term of the Lease is for forty-five (45) years.
10. Section 8.1 of the Lease provides that "Tenant [New Ram], at its sole cost and
expense, in consideration of the granting of this Lease, shall construct on the Land a first class
modern, fire-proof, fully sprinklered hotel of up to five (5) stories which shall be a complete, self-
sufficient and independent building with self-contained utilities and erected wholly within the
boundary lines of the Land ... "
11. Under the terms of the Lease, New Ram is permitted to utilize the Premises only
for certain specified purposes.
12. Specifically, Article 5 of the Lease provides, in relevant part, that "Tenant [New
Ram] shall use the Premises for: (i) the erection, operation and maintenance ofa hotel which shall
not exceed five (5) stories in height, (ii) retail stores, and (iii) for the parking of vehicles related to
the business of the hotel and such stores ... and for no other use." (Emphasis added).
13. Section 35.8 of the Lease further defines this use restriction:
Limitation on Use. Tenant shall not use the Premises for any use
other than to accommodate transient hotel guests, and for retail
stores located on the ground floor of the hotel. The Improvements
shall not be converted to apartments. . . . Tenant shall not permit
the Premises to be used as a multiple dwelling or for residential uses
or apartments. (Emphasis added).
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14. Under Section 12.l(a) of the Lease, New Ram also is prohibited from subleasing
the Premises, or any part thereof, without KCM's written consent, which consent shall not be
unreasonably withheld. Section 12.1 (b) of the Lease provides that ~'Tenant [New Ram] and its
successors and assigns shall not, directly or indirectly, seek to circumvent the requirements of this
article [Article 12] which require Tenant [New Ram] and its successors and assigns to obtain the
consent of Owner [KCM]."
15. Section 35.l of the Lease provides that it is governed by New York law.
16. Sedion 35.2 of the Lease provides that "[t]his Agreement may not be changed,
cancelled or discharged orally, but only by an agreement in writing and signed by the party against
whom enforcement of any waiver, change modification or discharge is sought" and that "[ a]ll
understandings and agreements between Owner and Tenant are merged in this Lease which
represents the entire agreement between the parties and which fully and completely sets forth the
terms and conditions of the transactions embodied in this Lease."
B. New Ram Approaches KCM With A Plan To Convert The Hotel To A Homeless Shelter And
KCM, In Writing, Rejects The Plan As A Violation Of The Lease's Use Restriction.
17. On August 25, 2016, New Ram approached KCM with a plan to convert the
existing Holiday Inn Hotel on the Premises (the "Hotel") to a homeless shelter.
18. On information and belief, the Hotel has 115 rooms.
19. Specifically, on August 25, 2016, New Ram e-mailed to KCM a draft Agreement,
dated - - - ' 2016 ' between New Ram and The Promesa Housing Fund Development
Corporation ("Promesa")(the "Proposed Agreement"). (A copy of New Ram's e-mail is annexed
hereto as Exhibit I).
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20.
Under the terms of the Proposed Agreement-which was designated as a "Room
Rental Agreement" but was, in actuality, a sublease-New Ram would lease 110 of the Hotel's
115 rooms to Promesa, for an initial term of five years, to operate the premises as a homeless
shelter pursuant to an agreement between Promesa and the DHS. (A copy of the Proposed
Agreement is annexed hereto as Exhibit 2).
21. The Proposed Agreement provided that Promesa would pay New Ram "rent" of at
least $2.400,000 per year.
22. By a letter, dated August 25, 2016, KCM rejected New Ram's proposed sublease
and New Ram's proposal to convert the Hotel to a homeless shelter. KCM's August 25, 2016
letter, in pertinent part, stated:
Representatives of New Ram Realty, LLC have made us aware, in

addition to the recent news coverage and public protests, that there
have been discussions with the City regarding the proposed
conversion of the Holiday Inn Express (the "Hotel'') located at 59-
40 55th Road, Maspeth, New York (the "Premises") to an adult
"homeless shelter" (the "Proposed Conversion").
Please be advised that, pursuant to Article 5 and Section 35. 8 ofthat

certain Agreement of Lease by and between the undersigned, as
Owner, and New Ram Realty, LLC, as tenant ("Tenant"}, dated as
of March 5, 2004 (the "Lease"), the Premises may only be used for
purposes of (i} the erection and operation ofa hotel, (ii) retail store
and (iii) related parking for the same (which is compliant with the
certificate of occupancy). The Lease further provides that "Tenant
shall not permit the Premises to be used as a multiple dwelling or
for residential uses or apartments" ....
For the foregoing reasons, among others, please be advised that the
Proposed Conversion would be an Event ofDefault under the Lease
entitling the undersigned to pursue its rights and remedies under the
Lease. (Emphasis added).
(A copy of KCM's August 25, 2016 letter is annexed hereto as Exhibit 3).
5 of 12
C. The Plan _To Conv~rt The Hotel To A Homeless Shelter Faces Significant
Community Opposition And New Ram Purportedly Abandons The Plan.
23.
By the time New Ram e-mailed the Proposed Agreement to KCM, the plan to
convert the Hotel to a homeless shelter had already been made public.
24. Almost immediately, the plan faced significant public opposition, sparking intense
protests and an outcry from residents of the surrounding community.
25. The plan also drew opposition from community leaders and elected officials, even
prompting a lawsuit to stop the shelter from going forward, filed against the City by a Queens City
Council Member, a New York State Senator, and a New York State Assembly Member.
26. As noted, KCM immediately made clear to New Ram that it would be withholding
its consent to the Proposed Agreement, as the planned conversion of the Premises to a homeless
shelter would constitute a violation of the Lease's use restriction. (See Exhibit 3).
27. On August 29, 2016 New Ram requested a meeting with KCM.
28. On September 7, 2016, a meeting was held between KCM and New Ram, at which
time KCM repeated its position that the conversion of the Premises from a hotel to a homeless
shelter would constitute a violation of the use restriction in the Lease.
29. Following KCM's refusal to approve the unauthorized use of the Premises and the
substantial public backlash, New Ram made numerous public and private representations that it
had abandoned the plan to convert the Hotel to a homeless shelter.
30. An article entitled "Co-owner of Queens hotel planned to become homeless shelter
backs out after neighborhood protests," that appeared in the New York Daily News on September
9, 2016 reported as foIIows:
"The co-owner of a Queens Holiday Inn that had been slated to

become a homeless shelter said he wants out of the deal because the
community opposition is too much... He [Harshad Patel] confirmed
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he no l?nger supported the shelter to the Daily News on Thursday-

and said he already told Acacia Network, the non-profit that had
contracted with the city to run the shelter, he was done with the
plan."
(A copy of the September 9, 20.16 New York Daily News article is annexed hereto as Exhibit 4).
31. The September 9, 2016 article also reported that with respect to the planned
conversion, Harshad Patel, the principal of New Ram, told the press: HThe community doesn't
like it, so we decided not to move forward."
32. On infonnation and belief, Harshad Patel told community leaders in a private
meeting that he, on New Ram's behalf, would be willing to sign an amendment to the Lease which
would explicitly state that the Premises could not be used as a homeless shelter.
D. New Ram Surreptitiously Begins To Convert The Hotel Into A Homeless Shelter.
33. However, within weeks ofrepresenting that it had abandoned plans to convert the
Hotel into a homeless shelter, New Ram secretly struck a deal with the City to rent a substantial
part of the Hotel to DHS or another agency of New York City to house homeless persons.
34. On information and belief, New Ram has structured the arrangement with DHS or
another agency of New York City so as to circumvent the use restrictions of the Lease.
35. On information and belief, New Ram has structured the arrangement with DHS or
another agency of New York City so as to circumvent Section 12.1 of the Lease, which requires
KCM's consent before New Ram can sublease any part of the Premises.
36. On or about October 10, 2016, without prior notice to KCM, approximately 30
homeless persons were moved into the Hotel pursuant to an arrangement between New Ram and
DHS or another agency of New York City.
3 7. On information and belief, metal detectors have been installed in the lobby of the
Hotel.
7 of 12
38.
On information and belief, the DHS or another agency of New York City is
providing on-site services and security to the homeless persons at the Premises.
39. On information and belief, DHS or another agency of New York City and New
Ram plans to house homeless persons at the Hotel for months at a time.
40. On information and belief, New Ram plans to rent additional rooms to DHS or other
agencies ofNew York City to shelter homeless persons, such that homeless persons will eventually
occupy well over half (or more) of the Hotel's rooms.
FIRST CAUSE OF ACTION FOR A DECLARATORY JUDGMENT
41. KCM repeats and realleges each and every allegation contained in paragraphs 1
through 40, inclusive, as if fully set forth at length herein.
42. The Lease is a valid contract between KCM and New Ram.
43. KCM, as the Owner of the Premises, had the right by express provisions in the
Lease, to limit and restrict the use of the Premises to specific purposes.
44. KCM has performed and continues to perform all of its obligations under the Lease.
45. KCM has advised New Ram in writing and orally that New Ram's use of the
Premises as a homeless shelter constitutes a breach of Article 5 and Section 35.8 of the Lease that
restrict the use of the Premises to "(i) the erection, operation and maintenance of a hotel which
shall not exceed five (5) stories in height, (ii) retail stores, and (iii) for the parking of vehicles
related to the business of the hotel and such stores ... and for no other use." (Emphasis added).
46. New Ram's renting of 30 rooms - more than 25% of the rooms of the Premises-
to DHS or another agency of New York City to house homeless persons constitutes a material
departure from the use provision in the Lease and a violation of the express terms of the Lease.
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47. New Ram's renting of 30 rooms to DHS or another agency of New York City is
an attempt to do indirectly that which it cannot do directly under the Lease.
48. New Ram's renting of30 rooms to DHS or another agency ofNew York City is an
attempt to do an end-run around the use provision in the Lease.
49. An actual justiciable and substantial controv~rsy exists between KCM and New
Ram concerning whether New Ram is in breach of the use provisions in the Lease.
50. An actual justiciable and substantial controversy exists between KCM and New
Ram concerning whether New Ram is in breach of the non-circumvention provision of the Lease.
51. A declaratory judgment will serve the useful purpose of clarifying and settling the
legal relations and rights of the parties under the Lease.
52. The substantial controversy between the parties having adverse interests is of
sufficient immediacy and reality to warrant the issuance of a declaratory judgment.
53. KCM has no adequate remedy at law.
54. By reason of the foregoing, KCM is entitled to a judgment declaring: (1) that New
Ram's renting of 30 rooms at the Premises to DHS or another agency of New York City to house
homeless persons constitutes a material departure from the use provisions (Article 5 and Section
35.8) of the Lease and a breach of such use provisions and that, as a result thereof, KCM is entitled
to exercise its remedies under the Lease; and (2) that New Ram has breached the non-
circumvention provision of Section 12.2(c) of the Lease and that, as a result thereof, KCM is
entitled to exercise its remedies under the Lease.
SECOND CAUSE OF ACTION FOR INJUNCTIVE RELIEF
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56.
By leasing 30 rooms - more than 25% of the roorp.s in the Premises - to DHS or
another agency of New York City to house homeless persons, New Ram has breached and is
continuing to breach the Lease's use provisions.
57. New Ram's renting of 30 rooms - more than 25% of the rooms of the Premises -
to DHS or another agency of New York City to house homeless persons constitutes a material
departure from the use provision in the Lease and aviolation of the express terms of the Lease.
58. Section 14.2(g) of the Lease provides that "[i]n the event of any breach by Tenant
[New Ram] of any of the covenants, agreements, terms or conditions hereof, Owner [KCM], in
addition to any and all other rights, shall be entitled to enjoin such breach and shall have the right
to invoke any right and remedy allowed at law or in equity .... "
59. KCM will suffer irreparable harm if New Ram is not enjoined from breaching the
Lease's use provisions.
60. KCM has no adequate remedy at law.
61. This Court may by injunction prevent New Ram from using the Premises for a
purpose which violates the use provisions of the Lease.
62. Injunctive relief is required to ensure that New Ram will not lease any more rooms
to DHS or another agency of New York City to house homeless persons.
63. Injunctive relief is required to maintain the status quo with respect to New Ram's
leasing of rooms to DHS or another agency of New York City to house homeless persons.
64. By reason of the foregoing, KCM is entitled to a preliminary injunction, enjoining
New Ram from violating the Lease's use provisions, including enjoining New Ram from renting
any additional rooms to DHS or. another agency of New York City to house homeless persons.
10
10 of 12
65. By reason of the foregoing, KCM is entitled to a permanent injunction, enjoining
New Ram from violating the Lease's use provisions.
THIRD CAUSE OF ACTION FOR ATTORNEY'S

FEES, COSTS AND EXPENSES INCURRED IN '
ENFORCING THE USE PROVISION IN THE LEASE
67. Section 14.7 of the Lease provides, in relevant part, that "Tenant [New Ram] shall
also pay to Owner [KCM] all costs and expenses, including reasonable attorneys' fees, paid or
incurred by Owner [KCM] in enforcing any of the covenants and provisions of this Lease and paid
or incurred in any action brought by Owner [KCM] against Tenant [New Ram] on account of the
provisions hereof, and all such costs, expenses, and attorneys' fees may be included in and form a
part of any judgment entered in any proceeding brought by Owner [KCM] against Tenant [New
Ram] on or under this Lease."
68. As a result of KCM's efforts to enforce the Lease's use provisions, KCM has and
will continue to incur attorneys' fees, costs and expenses.
69. By reason of the foregoing, New Ram is liable to KCM for attorneys' fees, costs
and expenses incurred in enforcing the Lease's use provision in an amount to be determined at
trial or upon summary judgment.
WHEREFORE, KCM Realty Company, L.P. respectfully requests judgment as follows:
(a) On the First Cause of Action, a judgment declaring (1) that New Ram's renting of
30 rooms at the Premises to DHS or another agency of New York City to house homeless persons
constitutes a material departure from the use provisions (Article 5 and Section 35.8) of the Lease
and a breach of such use provisions and that, as a result thereof, KCM is entitled to exercise its
11
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remedies under the Lease; and (2) that New Ram has breached the non-circumvention provision
of Section 12.2(c) of the Lease and that, as a result thereof, KCM is entitled to exercise its remedies
under the Lease.
(b) On the Second Cause of Action, judgment enjoining New Ram from violating the
Lease's use provisions, including a preliminary injunction enjoining New Ram from renting any
additional rooms to DRS or another agency of New York City to house homeless person, and a
permanent injunction, enjoining New Ram from violating the Lease's use provisions;
(c) On the Third Cause of Action, a judgment awarding KCM costs, expenses, and
reasonable attorneys' fees incurred in enforcing the use provisions of the Lease in an amount to be
determined at trial or on summary judgment; and
(d) Such other relief as this Court deems just and proper.
Dated: November 28, 2016

New York, New York
HOLLAND & KNIGHT LLP
By: ~""1 tA,). j. . ~

Mitchell J. Gelll/
Mitchell J. Geller
Stosh M. Silivos
31 West 52nd Street
(212) 513-3200

#48799829_vl
12
12 of 12
NYSCEF DOC. QUEENS
!FILED: NO. 22 COUNTY CLERK 11/28/2016 03:37 PM) RECEIVED NYSCEF:
INDEX 05/04/2017
NO. 712807/2016
NYSCEF DOC. NO. 9 \ RECEIVED NYSCEF: 11/28/2016
EXHIBIT 1
From: Milan Patel [mailto:milan.mpatel@gmail.com]

Sent: Thursday, August 25, 2016 10:28 AM
To: Ba.rry Haskell <bhaskell@mendonleasing.com>; JMeyers@meyerslaw.net; East end
<eastendmanagement@gmail.com>
Subject: Maspeth room rental agreement
Barry.
Following up on my previous mail, please find attached room rental agreement we are getting into. As
mentioned this is a great opportunity for us and city is really pushing us to get this signed ASAP, hence we
would appreciate a quick response from your end.
I understand your lawyer is away till next week. but f would appreciate if yq>u could chase this up on his return
as we are pressed for time.
FILED: UEENS COUNTY CLERK 11 28 2016 03:37 P INDEX NO. 712807/2016
EXHIBIT2
NEW RAM REALTY, LLC, New Ram 1
and THE PROMESA HOUSING FUND 1
DEVELOPMENT CORPORATION,
Pro mesa
Dated as of:
_ _ _ _ _ ,2016
{00058388.DOCX;2}
ROOM RENTAL AGREEMENT
This Room Room Rental Agreement (this "Agreement") is made as, of 016
2
between New Ram Realty, LLC ("New Ram"), a New York 1imited1liability company h~vin ~
addre.ss c/o Harshad Patel, 81-43 262nd Street, Floral Park, New Yo11k 11004 and The Prom~a
Ho~smg Fund Development Corporation, a New York not-for-profit corporation ("Promesa")
havmg an office at 300 E. i75th Street, Bronx, New York 10457. '
WITNESSETH:
WHEREAS, New Ram is the lessee of a building located at 59-40 55th Road Masbeth New York
which contains 115 hotel rooms (the "Building"), as per the Certificate of O~cupancy ~ttached
hereto as Exhibit A;
WHEREAS, New Ram has control of, and is legally entitled to make rooms in the Building
available for rental as transient hotel rooms;
WHEREAS, Promesa is desirous of entering into an agreement with New Ram to gain
access to a block of hotel rooms in the Building; and
WHEREAS, the hotel rooms rented under this Agreement will be operated pursuant to an
Agreement between Promesa and the NYC Department of Homeless Services ("DHS");
NOW, THEREFORE, in consideration of the promises and the mutual covenants herein, the
receipt and sufficiency of which are hereby acknowledged, New Ram and Promesa hereby agree
as follows:
DEFINITIONS
Section 1.1 For the purposes of this Agreement, the following words and terms shall have
the meanings indicated:
1.1.1 Building: As defined in the preamble hereto, together with all alterations, additions,
improvements, restorations and replacements thereof.
I. I .2 Building Equipment: All machinery, apparatus, equipment, personal property and fixtures
of every kind and nature owned by New Ram, which is heretofore or hereafter attached to or
used in connection with the operation or maintenance of the Building, including, but not limited
to, all heating, lighting and power equipment, engines, pipes, pumps, tanks, motors, conduits,
plumbing, cleaning, fire prevention, refrigeration, ventilating, air cooling and air-conditioning
equipment and apparatus, elevators, ducts and compressors, and any and all alterations,
additions, improvements, restorations and replacements of any thereof.
1.1.3 Commencement Date: Defined in Section 2.attached hereto and made a part hereof.
1.1.4 Event of Default: Defined in Section 14.
1.1.5 Excluded Areas: Guest rooms 408, 409, 508, 509, 510, the existing meeting room,
fitness room, 40 parking spots available at the hotel including, without limitation, at least four
{00058388.DOCX;2} 2
parking spots to be designated by New Ram in front of the hotel and all k'
rear of the hotel. par mg area In the
6
lh.1.R Fee M(ortgage (and Fee Mortgagee): Any mortgage on all or any part of the fee title to
t e ooms and the holder thereof).
L 1. 7 Impositions: Defined in Section 6.1.
1.1.8 Insurance Requirements: The requirements and recommendations of any insurer of the
Rooms and of the local Board of Fire Underwriters insofar as they pertain to the Rooms.
1.1.9 Land: The parcels ofland on which the Building is located.
1.1.10 New Ram: The owner at the time in question of New Ram's interest under this
Agreement so that, in the event of any transfer of New Ram's interest in the Rooms, or in the
event of any transfer of the interest of a partner of New Ram, the transferor, grantor or
assignor shall be and hereby is entirely relieved and freed of all of its obligations hereunder,
and it shall be deemed without further agreement between the parties that such grantee,
transferee or assignee has assumed and agreed to perform and observe all obligations of the
transferor, grantor or assignor hereunder, whether then accrued or tP.ereafter accruing,
provided that such grantee, transferee or assignee has agreed in writing to perform and observe
all such obligations of New Ram.
I. I. I I Lease Year: The period of twelve (I2) months beginning from the commencement date of
this Agreement identified in Section 2.1; and each succeeding twelve (12) month period thereafter
during the term of this Agreement, provided that the initial lease year shall commence and end on
said dates.
1.1.12 Legal Requirements: All laws, statutes and ordinances (including, but not limited to,
building codes and zoning regulations and ordinances), and the orders, rules, regulations and
requirements of all federal, state and municipal governments and the appropriate agencies,
officers, departments, boards and commissions thereof, whether now or hereafter in force, which
are applicable to the Rooms, or any part thereof, or the use or manner of all or any part of the
Rooms or the sidewalks and curbs adjacent thereto.
1.1.13 Lending Institution: Any insurance company, commercial bank, trust company, savings
and loan association, credit union, union municipal pension or other fi:nancial institution fund
authorized or permitted to conduct business in the jurisdiction in which the Land is located.
1.1.14 New Ram Parties: New Ram's agents, servants, employees, contractors and invitees.
1.1.15 Person (whether or not the initial letter is capitalized): A natural person or persons, a
partnership, a corporation, a limited liability corporation, or any other form of business or legal
association or entity.
1.1.J 6 Promesa Parties: Promesa's agents, servants, employees, contractors, agents, clients and
all occupants of the Rooms.
{00058388.DOCX;2}
~~~:e::a~~~~~a~~~~~s~arty named herein and, unless the context specifically prohibits, its
l. l : Id~ Related Service Areas: the existing lobby, office, breakfast room and laundry room of the
1
B UI mg.
1.1. ~ 9 Room Rent .(whether or not the initial letter is capitalized): The Room Rent set forth in
Section 3 and Section 4 and any other sums due New Ram from Promesa hereunder.
1.1.20 Rooms: 110 of the existing 115 hotel rooms located in the Building (excluding rooms 408
409, 508, 509 and 510, everything in it for the use and purpose intended as per the Certificate of
Occupancy except the furniture and furnishings which shall be removed by New Ram.
1.1.21 Sublease (whether or not the initial letter is capitalized): All subleases and lettings,
written or oral, licenses, concessions, easements, occupancies or any other agreement for use or
hire of all or any portion of the Rooms; and any person entitled to use all or any portion of the
Rooms under any Sublease is herein sometimes called a "Subtenant".
1.1.22 Superior Fee Mortgage (and Superior Fee Mortgagee): A Fee Mortgage to which this
Agreement is subordinate (and the holder thereof).
1.1.23 Superior Lease: That certain Lease Agreement, dated as of March 5, 2004 between
KCM Realty Company, L.P. and New Ram covering the Rooms, to which this Agreement is
subject and subordinate.
Section 1.2 Various other words or terms which are defined in other Articles of this Agreement
shall have the meanings specified in such other Articles for aH purposes of this Agreement,
unless the context otherwise requires.
2. DEMISE AND TERM; STATUS OF TITLE

Section 2.1 New Ram, for and in consideration of the rent, terms, covenants and conditions
herein, does hereby make available to Promesa, and Promesa does hereby take and hire from
New Ram, the Rooms and the Related Service Areas, but excluding the Excluded Areas, upon
and subject to the terms, covenants and conditions herein set forth and subject to the Superior
Mortgage, the Superior Lease and such other matters described in Schedule B annexed hereto
and made a part hereof. At all times New Ram shall have full right of access to and egress from
the Excluded Areas for itself and its employees, agents, customers and invitees;
TO HAVE AND TO HOLD the Rooms for an Initial Term of five (5) years( as more particularly
described in Section 3 herein), commencing on a date designated by New Ram which shall be not
earlier than thirty (30) days after New Ram advises Promesa that New Ram has successfully
terminated its franchise agreement with [IHG MANAGEMENT (MARYLAND) LLCJ covering the
Building (such date being the "Commencement Date"), provided that the Commencement Date
shall in no event occur later than , and shall expire on the last day of the
month in which occurs the fifth (5 1h) anniversary of the Commencement Date unless this
Agreement shall sooner terminate as hereinafter provided. After the Initial Term of five years,
this Agreement may be renewed in a writing agreed to by the Parties for an additional four (4)
years provided that Promesa provides at least six (6) months prior written notice of such renewal
{00058388.DOCX;2}
3
to New Ram. The r I d

enewa an any mcreases in room rent shall be subject to DHS approval.
Section 2.2 Promesa shall rent the Rooms on the Commencement Date.
3. RENT
Section~. l Subject to increase pursuant to Section 7.5 below and in addition to other sums due
under this Agreement, Promesa agrees to pay to New Ram, during the term of this Agreement
rent (the "Room Rent") at an annual amount equal to $2,400,000.00 (the "Annual Room Rent':).
The Annual Room Rent shall be paid in monthly installments of $200,000.00 on the first (1st)
day of each month but Promesa shall be entitled to a grace period for making each such monthly
payment such that the monthly payment due each calendar month may be paid not later than the
15th day of the following calendar month. For example, January rent is due on January 151 but can
be paid by February 15th.
4. RESPONSIBILITIES OF THE PARTIES
Section 4.1 Promesa shall be responsible for all non-structural costs incurred to operate the
Rooms and the Building including:
4.1.1. Paying in a timely fashion all costs related to any repairs and maintenance to the non-
structural portions of the Building, including the rooms, hallways, common areas and
external plumbing in the units. Promesa will do all repairs of the cosmetics of the Rooms
and common areas regularly used by Promesa or Promesa Parties.
4.1.2. Paying in a timely fashion all costs related to the basic maintenance of the boiler, fire
alarm system, elevator and HV AC. Promesa shall select the maintenanc~ company that will
service the boiler, fire alarm system, elevator and HV AC. Promesa shall pay for all necessary
testing and monitoring fees associated with the fire alann system and sprinkler system inclusive
of any required Fire Department inspections.
4.1.3. Paying in a timely manner all utility costs related to the Building which includes heating,
water/sewer, and electricity. These payments shall be made by Promesa directly to the utility
providers.
4.1.4. Paying for exterminating expenses for the Building.
4.1.5. General cleaning and snow removal of the sidewalks adjoining the Building.
4.1.6. Paying and satisfying any governmental or municipal violations hereafter filed against
the Building related to the non-structural portion of the Building.
4.1. 7. Keeping the Building, including the roof thereof, clean and free of debris.
4.1.8. Installation of any window guards required by law for occupancy by any Promesa Parties.
I
4.1.9 Repairing any damage caused by Promesa Parties and their guests and invitees, including,
{00058388.DOCX;2}
~~~~~~!:!~:!~~. sidewalks, parking lots or any other portion of the Rooms or the Building
4.1 .10 New Ram consents to the installation by Promesa of any of the following at Pr ,
so1e cost and expense: omesa s
Window guards which are approv~d by the relevant municipal agency; Roof door
emer?ency alarn_i and lock; and Wmdow blinds or curtains for each occupied unit. All
such items remam ~he property of Promesa. If Promesa vacates the Rooms Promesa
shall remove these items and restore the Rooms to their original condition.
4.1.11. Payment of any/all permit/inspection monthly annual fees of the New York City Fire
and Buildings Departments.
4.1.12. Commencing not later than ninety (90) days after the Commencement Date, Promesa
will arrange to have its own fire safety directors who are certified by the New York City Fire
Department on site 24 hours a day during the term ofthi,s Agreement. If Promesa shall
default in the foregoing obligation, New Ram will have the right to charge a fee of $1,000 per
month for each fire safety director designated by New Ram for the Building.
4.1.13. In the event Promesca shall fail to make any of the payments required under Section
4.1, Section 9.2 and Section 24.1 and in the event New Ram shall maike such payments on
Promesa's behalf, such payments shall be immediately due and owing to New Ram with
interest at the rate set forth in Section 4.1.15 below.
4.1.14 All obligations of Promesa under this Lease shall be guaranteed by Acacia Network
Housing, Inc. pursuant to the Guaranty attached hereto as Exhibit B.
4.1.15. Any and all sums to be paid by Promesa under this Agreement which are not paid
when due shall bear interest from the due date until paid at the annual rate of twenty four
percent (24.00%).
Section 4.2 New Ram shall be responsible for:
4.2.1. Paying in a timely fashion all costs related to any major repairs and maintenance to the
structural portions of the Building, including the roof, the exterior walls, structural plumbing,
elevator and sidewalks. Should any structural damage be caused by the misuse of the Building by
Promesa or any Prornesa Parties and their guests and invitees, the cost of the required structural
repairs will be the obligation of Promesa.
4.2.2. Paying in a timely fashion all costs related to any major repair and replacement of
defective components of the boiler, fire alarm system, elevator and HV AC.
4.2.3. Removing all furniture from the Rooms and leaving Rooms vacant prior to Promesa's
occupancy;
4.2.4. New Ram will allow Promesa to use and control the existing security cameras already
installed in the Building as of the date of execution of this Agreement without fee to Pro mesa.
In the event Promesa considers existing security system to be inadequate, Promesa would be
{00058388.DOCX;2}
allowed to enhance or replace the security system at Promesa1s expense.
!;;i Pa~n~ and .satisfying an~ ~CB violations hereafter filed against the Building related to
. i:uc ra portwn oft~e Bmldmg unless these violations are the result of misuse of the
BP mldmg by Promesa Parties or their guests or invitees which would be the responsibility of
romesa.
4.2.6. Paying all real estate taxes related to the Rooms.
4.2.7 Paying the rent due under the Superior Lease.
5. PAYMENT OF IMPOSITIONS
Section .s. I New Ram shall pay throughout the term of this Agreement, directly to the
appropnate governmental authorities having jurisdiction, all real estate taxes, assessments, rents,
vault charges, and all other governmental charges, general or special, ordinary or extraordinary,
foreseen or unforeseen, of any kind or nature whatsoever, whether similar or dissimilar, levied or
imposed upon or relating to, or a lien against, all or part of the Building and all penalties or like
charges in connection therewith (all of which are real taxes, assessments, charges, interest,
penalties or like charges are sometimes hereinafter referred to collectively as 11 Impositions 11 and
~:'jhdividually as an 11 Imposition 11).
6. LIABILITY ISSUES
Section 6.1 "Hazardous Materials 11 , as used herein shall mean any explosives, radioactive
materials, hazardous wastes, hazardous and toxic substances or related materials, asbestos or any
material containing asbestos (including, without limitation, vinyl asbestos tile), or any other
substance or material as defined by any laws or ordinances, including, without limitation, the
Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended,
the Hazardous Materials Transportation Act, as amended, the Emergency Planning and
Community Right to Know Laws, as amended, the Resource Conservation and Recovery Act, as
amended, and in the rules and regulations adopted and promulgated pursuant to each of the
foregoing.
Section 6.2 New Ram shall be responsible for remediating any conditions related to Hazardous
Materials present at the Building, before Promesa takes control of the Building. New Ram shall
deliver to Promesa true and complete copies of all documents evidencing compliance or non-
compliance with such laws and ordinances immediately upon receipt thereof by New Ram, or
upon the filing of the same by New Ram with the appropriate governmental authorities.
Section 6.3 New Ram agrees to defend, protect, indemnify and hold harmless, Promesa and its
successors and assigns, from and against all damage, loss, liability, claims, cost and expense
(including, without limitation, reasonable attorney's fees and disbursements) which Promesa may
sustain at any time (including, without limitation, damage, loss, liability, claims, costs and
expenses discovered after the termination or expiration of the Lease) by reason of New Ram 1s use
or New Ram Parties use, storage, transportation, release, handling, treatment, production or
installation of any Hazardous Materials in, on or about the Rooms, or by reason of the removal or
disposal of any such Hazardous Materials. Said indemnification shall include, but shall not be
{00058388.DOCX;2}
6
limited to, claims for personal injury, property damage, removal, remedial or cleanup actions
(whet1:er or not d?ne under the direction or approval of a federal, state or local regulatory
authonty), penalties, governmental administrative expenses, fines and settlement costs.
Section 6:4 Promes~ agrees to defend, protect, indemnify and hold harmless, New Ram, New
Ra~ Parties and their successors and assigns, from and against all damage, loss, liability
c~aims, cost and expense (including, without limitation, reasonable attorney's fees and '
disbursements) which New Ram may sustain at any time (including, without limitation
damage, loss, liability, claims, costs and expenses discovered after the termination or '
expiration of the Lease) by reason of Promesa's or Promesa Parties use, storage, transportation,
release, handling, treatment, production or installation of any Hazardous Materials in, on or
about the Rooms, or by reason of the removal or disposal of any such Hazardous Materials or
by reason of any of the foregoing actions if taken by Promesa or Promesa Parties; provided
that Promesa shall have no obligation to indemnify New Ram with respect to any Hazardous
Materials which are present in any building as of the Commencement Date unless Promesa
shall be negligent in use of the Rooms or in the making of any required repairs to the Rooms.
Said indemnification shall include, but shall not be limited to, claims for personal injury,
property damage, removal, remedial or cleanup actions (whether or not done under the
direction or approval of a federal, state or local regulatory authority), penalties, governmental
administrative expenses, fines and settlement costs.
Section 6.5 The provisions herein regarding Liability Issues shall survive the expiration or
termination of the Lease.
7. USE; COMPLIANCE WITH LAWS; ETC.
Section 7.1 The Rooms shall be used and occupied solely as a transient hotel for transitional
housing for homeless persons and families pursuant to a contract with the DHS (the "Contract").
In no event shall the Rooms be rented to any person under circumstances resulting in any portion
thereof becoming subject to the Room Rent Stabilization Law of New York or the Emergency
Promesa Protection Act. Further, the Parties recognize and agree that nothing in this Agreement is
intended to establish any landlord/tenant, or sublandlord/subtenant relationship with any person
or family which might occupy any portion of the Building. Any and all such persons or families
shall be subject to the requirements imposed upon them by DRS, including but not limited to
removal from the Building.
Section 7.2 New Ram represents that as of the Commencement Date, the physical condition of
the Rooms shall be in compliance with the permitted use as described in the annexed Certificate
of Occupancy.
Section 7.3 New Ram shall be responsible for the compliance with any municipal or state
requirements for alteration, repair, or addition to the Building, if said requirements apply to all
similar structures and are not specific to Promesa's use hereunder.
Section 7.4 New Ram must pay for damages suffered and reasonable expenses of Promesas
or Promesa's Parties relating to any claims originating from any act or neglect of New
Ram.
{00058388. DOCX;2}
7
Section 7.4. No cooking h t 1 t

. d . , o P a es, microwaves or food preparation of any kind shall be
penmtte or used m the Rooms.
~e~~~n 7.5. The ag~egate number of persons that shall be permitted to occupy the Rooms will
e persons. ~ax1mum. If more than 200 persons occupy the Rooms on any given night there
s~all be an addit10nal ch~rge. of $3~.00 per night for every person in excess of 200 persons ~er
n~ght. Promesa shall mamtam a da1~y guest list ledger of the persons occupying each Room each
mght and New R~ shall have the nght to check the guest list ledger daily to verify the number
of persons occupying the Rooms each night.
8. INDEMNIFICATION AND LIABILITY OF LANDLORD
Section 8.1 Promesa agrees, at its sole cost and expense, to indemnify and hold harmless
New Ram and New Ram Parties against and from any and all claims by or on behalf of any
Person arising from or in connection with (a) any work or thing whatsoever done in or about the
Building by or on behalf of Promesa or any Promesa Parties, or any person holding or claiming
through or under Promesa, during the term of this Agreement; (b) any material breach or default
on the part of Promesa in the performance of any of Promesa's material covenants or obligations
under this Agreement; (c) any negligence or fault of Promesa, or any Promesa Parties, or of any
person holding or claiming through or under Promesa; and (d) any accident, injury or damage
whatsoever caused by Promesa or Promesa Parties to any person or persons or any property
damage occurring during the term of this Agreement in or about the Rooms, any Building or
upon or under the streets and sidewalks adjacent thereto.
Promesa agrees to indemnify and hold hannless New Ram and New Ram Parties from and
against all costs, attorneys' fees, expenses and liabilities incurred in connection with or in
defending any such claim or any action or proceeding brought thereon; and in case any action or
proceeding be brought against New Ram or New Ram Parties by reason of any such claim,
Promesa, upon notice from New Ram, shall defend such action or proceeding unless Promesa
causes the claim to be discharged and satisfied. In addition, Promesa shall indemnify and hold
harmless New Ram and New Ram Parties against and from any costs and expenses paid or
incurred by New Ram or New Ram Parties (including reasonable attorneys' fees) in obtaining
possession of the Rooms after an Event of Default which has not been cured, or upon the
expiration or sooner termination of this Agreement, or in enforcing any of Promesa's obligations
hereunder.
Section 8.2 New Ram agrees, at its sole cost and expense, to indemnify and hold harmless
Promesa and Promesa Parties against and from any and all claims by or on behalf of any Person
arising from or in connection with (a) any work or thing whatsoever done in or about the
Building by or on behalf of New Ram or any New Ram Parties (or any person holding or
claiming through or under New Ram), during the term of this Agreement; (b) any material
breach or default on the part of New Ram in the perfonnance of any of New Ram's material
covenants or obligations under this Agreement; (c) any negligence or fault of New Ram, or any
New Ram Parties, or of any person holding or claiming through or under New Ram; and (d) any
accident, injury or damage whatsoever caused by New Ram or New Ram Parties to any person
or persons or any property damage occurring during the term of this Agreement in or about the
Rooms, any Building or upon or under the streets and sidewalks adjacent thereto.
{00058388.DOCX;2}
8
New R~ agrees to indemni~ an.ct. ~ol~ harmless Promesa and Promesa Parties against all costs
attorneys .fees, expenses. and hab1ht1es mcurred in connection with or in defending any such claim
or c:ny
act10n or proceedmg brought thereon; and in case any action or proceeding be brought
agamst Promesa, Promesa Parties or by reason of any such claim, New Ram, upon notice from
P:omesa, agrees to. defend such.a~tion or proceeding unless New Ram causes the same to be
discharged ~d sat1s~ed. In add1t1on, New Ram shall indemnify and hold harm.less Promesa and
Pro~esa P~rt1es ~gamst and from any costs and expenses paid or incurred by Promesa, Promesa
Parties or (mcludmg reasonable attorneys' fees) in obtaining possession of the Rooms after an
Event of Default which has not been cured, or upon the expiration or sooner termination of thi~
Agreement, or in enforcing any of New Ram's obligations hereunder.
Section 8.3 New Ram and Promesa's obligations under Section 8 shall survive the termination
of this Agreement.
Section 8.4 Promesa is responsible for all acts or neglect of Promesa's Parties' employees and
guests and shall reimburse New Ram for the cost of any damages or repairs arising from the
negligence, vandalism, or other affirmative acts of any person(s) residing in any apartment, or
any invitee of such resident(s).
9. MECHANICS' AND OTHER LIENS
Section 9.1 Promesa shall not suffer or permit any mechanic's or other liens to be filed against
the Rooms or Building, or any part thereof, or against Promesa's interest under this Agreement,
by reason of any work, labor, services or materials done for, or supplied, or claimed to have
been done for, or supplied to, Prornesa, Promesa Parties, or anyone holding the Rooms or any
part thereof through or under Promesa. If any such lien shall at any time be filed against the
Rooms or Building, Promesa shall promptly cause such mechanic's lien to be discharged of
record by payment, deposit, bond, or otherwise.
Section 9.2 If Promesa shall fail to discharge any such mechanic's lien within thirty (30) days of
its filing, then, in addition to any other right or remedy of New Ram, New Ram may, but shall
not be obligated to, procure the discharge of such lien ofrecord, and New Ram shall be entitled,
at New Ram's option, to compel the prosecution of an action for the foreclosure of such
mechanic's lien by the lienor and to pay the amount of the judgment, if any, in favor of the
lienor with interest, costs and allowances, and all reasonable legal and other expenses of New
Ram, including reasonable attorneys' fees, in defending any such action or in procuring the
discharge of any such lien, together with interest at the maximum legal rate of interest which
may be charged on loans to Promesa from the date of payment or deposit, shall become due and
payable forthwith by Promes'a to New Ram as additional ren~ hereunder.
10. ALTERATIONS
Section 10.1 Neither Promesa nor Promesa Parties may make any changes, alterations, additions,
replacements or improvements (individually an "Alteration" and collectively "Alterations") in or
to the Building or the Rooms without the prior written consent of New Ram.
Section 10.2 Promesa shall be permitted to cable the Building for its IT system; and shall be
entitled to make minor alterations, so that Promesa can run computer cables upon receiving the
{00058388. DOCX;2 }
9
aplprohval o/fNewl' Ram f?r. the plans of these renovations. New Ram shall remove its
t e ep one satel 1te telev1s1on equipm t fr th R
utilize a telephone system at p e? om e ooms. Promesa shall be entitled to install and
romesa s expense.
11. INSURANCE
Section 1.1.1 Promes~ s~a~l, ~t its own cost, provide and maintain in full force and effect
commercial ge?er~I hab1hty msurance against cl~i~s for ?odily .injury or death or property
damage occumng m or about the Ro?ms and Bwldmg, with basic limits of $1,000,000 per
occurrence/ $3,000,000 aggregate, with a $10,000,000 umbrella policy for bodily injury or
death to any number of persons in respect of any one accident or occurrence and property
damage in respect of such accident or occurrence.
Section 11.2 Each Party shall name the other Party as an additional insured on all such
policies.
Section 11.3 New Ram and Promesa waive any right of subrogation against one another.
Section 11.4 New Ram shall, at its own cost, provide and maintain insurance that covers its
interest, including but not limited to, insurance for the structural portion of the Building.
12. DAMAGE OR DESTRUCTION
Section 12.1 Subject to the terms of the Superior Mortgage and Superior Lease, in the event of
damage to or destruction to any portion of the Building by fire or other insured casualty: (a)
New Ram shall have the right to restore, replace or rebuild the portions of the Building which
have been damaged and all insurance proceeds paid or payable on account of such damage or
destruction shall be paid to or become property of New Ram and shall be used solely for repairs
to the damaged areas or to reimburse New Ram for funds spent on said repairs prior to receiving
said proceeds; and (b) notwithstanding the foregoing, if the Building is rendered wholly
unusable or (whether or not the Building is damaged in whole or in part) if the Building shall be
so damaged that New Ram shall decide to demolish it or to rebuild it, then, New Ram may
terminate this Agreement by written notice to Promesa and DHS, upon giving sixty (60) days'
notice after such fire or casualty, and at the end of the sixty day notice, the tenn of this
Agreement shall expire as fully and completely as if such date were the date set forth above for
the termination of this Agreement.
Section 12.2 Promesa shall forthwith quit, surrender and vacate that portion of the building
damaged which Promesa determines has been made uninhabitable or unsafe due to fire,
maintenance issues or regulatory issues. However, such action shall be without prejudice to
New Ram's rights and remedies against Promesa under the Lease provisions in effect prior to
such termination. Promesa shall only owe rent up to the date of the fire or other damaging event.
Room Rent made by Promesa which were on account of any period subsequent to such date
shall be returned to Promesa.
13. CONDEMNATION
{00058388.DOCX;2}
10
Section 13 .1 If the. entire B~ilding is condemned, then this Agreement shall cease and terminate
a~ of the:~te th; title vests m such proceeding and Promesa shall not be liable for Room Rent
a er sue ate. romesa shall not be entitled to any portion of the condemnation award N
Ram and Promesa shall prorate any Room Rent as of the date this Agreement terminate~. ew
Section 13.2 If a portion of the Rooms shall be taken, New Ram shall abate Room Rent based
upo~ the percentage of th~ Rooms condemned or taken. Promesa shall not be entitled to any
p~rt1on of the condemnatton award. In such an event, Promesa may terminate the Lease upon
thirty (30) days written notice.
14. CONDITIONAL LIMITATIONS -DEFAULT PROVISIONS
~ection ~4.1 This Agreementand the term hereof are subject to the limitation that if, at any
time durmg the term of this Agreement, any one or more of the following events (herein called
an "Event of Default") shall occur:
14 .1.1 Promesa shall fail to perform or observe any monetary requirement of this Agreement on
the part of Promesa to be performed or observed and such failure shall continue for ten (1 O)
days after notice thereof from New Ram to Promesa;
14 .1.2 material non-monetary requirement of this Agreement on the part of Promesa to be

performed or observed and such failure shall continue for twenty (20) days after notice thereof
from New Ram to Promesa (provided that if such default is not reasonably susceptible of cure
within the twenty (20) day period provided for herein, then such additional period of time as
may be reasonably necessary to effect such cure provided that Promesa commences such cure
within said twenty (20) day period and thereafter prosecutes such cure to completion) but in no
event longer than 90 days in the aggregate; or
14. 1.3 Promesa, while in possession, shall file a voluntary petition in bankruptcy or insolvency or
for reorganization or arrangement under the bankruptcy laws of the United States or under any
insolvency act of any state or shall voluntarily take advantage of any such law or act by answer
or otherwise or shall be dissolved or shall make an assignment for the benefit of creditors; or
14.1.4 Involuntary proceedings under any such bankruptcy law or insolvency act or for the
dissolution of a corporation shall be instituted against Promesa and the court having jurisdiction
determines Prornesa is generally not paying its debts as they become due, or within one hundred
twenty ( 120) days before the date of the filing of the petition, a custodian or receiver (other than a
custodian or receiver appointed to take,charge of less than substantially all of Prornesa's property
for the purposes of enforcing a lien thereon) was appointed and took possession of Promesa's
property.
15. INTENTIONALLY DELETED
16. SURRENDER OF PREMISES
Section 16. I Promesa shall, upon the expir,ation or sooner termination of this Agreement for any
reason whatsoever, surrender to New Ram the Rooms, vacant, free of occupants, in good order,
{00058388.DOCX;2}
condition and repair, except for reasonable wear and tear.
The provisions of this Section shall survive the expiration or sooner termination of this
A greement.
Section 16.~ Any personal property of Promesa which shall remain in, at or upon the Building for
ten (10) busmess days after the vacating by Promesa may, at the option of New Ram, be deemed
t~ be abandoned property, and the same may be retained by New Ram, as its sole property or
disposed of by New Ratn at Promesa's expense in such manner as New Ram may see fit ~thout
accountability or liability therefor. '
17. ASSIGNMENT AND SUBLETTING
Section 17 .1 Promesa shall not sell, assign or in any manner transfer this Agreement or its
interest therein in whole or in part except as set forth herein; provided, that this provision shall
not preclude occupancy of individual rooms in the Building for the use permitted in this
Agreement by persons referred by DHS. Promesa shall not sublet any individual room or permit
any room within the Building to be occupied by any person under circumstances such that the
person shall become a rent controlled or rent stabilized tenant.
18. MORTGAGES
Section 18 .1 Promesa shall not have the right, at any time during the term of this
Agreement, to mortgage its interest in this Agreement.
19. ESTOPPEL CERTIFICATES
Section 19 .1 New Ram and Promesa each agree, at any time and from time to time, upon not less
than ten (10) days' prior request by the other party or a mortgagee, to execute, acknowledge and
deliver to the other party or such Fee Mortgagee, a written statement certifying (a) that this
Agreement is unmodified and in full force and effect (or, if there have been modifications, that
the Lease is in full force and effect as modified and stating the modifications): (b) the dates to
which the Room Rent has been paid in advance, if any; (c) whether or not there is any existing
Event of Default under this Agreement and, if so, specifying each such Event of Default; (d)
whether or not there exists any outstanding notice of default served by the party delivering such
certificate; and (e) whether or not, to the best knowledge of the party delivering such certificate,
any event has occurred which, with the passage of time or the giving of notice, or both, would
constitute a default or an Event of Default under this Agreement, and, if so, specifying each such
event, it being intended that any such statement delivered pursuant to this Section may be relied
upon by any prospective purchaser or mortgagee of the fee of the Building, or of the leasehold
estate created under this Agreement, the prospective assignees of any fee mortgage and any
pros pee ti ve subtenant.
Section 19.2 If a party shall fail or refuse to execute, acknowledge and deliver a statement
required under Section 20.1 within ten (10) days after request from the other party, it shall be
deemed that the defaulting party has certified that (i) this Agreement is unmodified and in full
force and effect; (ii) Room Rent has not been paid for any period subsequent to the billing
period then in progress; (iii) there are then no defaults or Events of Default on the part of either
{00058388.DOCX;2}
~~;:~~~~:;';,:';1;, ':~u~~~::;'~~~ :~e~~~~~ct.:;:~1:~~;.~~sage of time or the

20. INVALIDITY OF PARTICULAR PROVISIONS
s.ection 20.1 If any provision of this Agreement or the application thereof to any Person or
circu.mstance shall, for any rea~on .and to any extent, be invalid or unenforceable, the remainder
of this Agreement and the application of such provision to other Persons or circumstances shall
not be affected thereby but rather shall be enforced to the greatest extent permitted by law.
21. SUBORDINATION
Secti~n 21.1 This Agreement shall be deemed subordinated to the Superior Mortgage and
Superior Lease and all of the terms, covenants and conditions thereof.
22. NON-MERGER
Section 22.1 There shall be no merger of this Agreement, nor of the rights created by this
Agreement, with the fee or leasehold estate in the Building by reason of the fact that this
Agreement, or any interest in this Agreement, or any such leasehold estate may be held, directly
or indirectly, by or for the account of any Person or Persons who shall own the fee estate in the
Building, or any interest in such fee estate, and no such merger shall occur unless and until all
Persons at the time having an interest in the fee and leasehold estate in the Building and all
Persons having an interest in this Agreement, or in the estate created by this Agreement, shall
join in a written instrument effecting such merger and shall duly record the same,
23. PROGRAM
Section 23. l Promesa represents to New Ram that it, or a related entity, has entered into the
DHS Agreement with DHS to operate a transient hotel rooms for a transitional housing program
for homeless or displaced clients. Promesa agrees not to relocate the program from the Rooms
to any other location, at any time prior the Expiration Date, nor to cause any affiliate of Promesa
to so relocate such program, except as may be provided for herein.
Section 23.2 In the event that DHS terminates the Contract to operate a transitional housing
program or the Contract expected to finance the facility, Promesa is obligated to send New
Ram written notice ("Promesa's Notice"), that it desires to terminate this Agreement. Such
notice shall set forth a proposed termination date which shall be not earlier than 60 days after
Promesa's Notice, and shall be accompanied by reasonable proof that the DHS Contract
covering the Rooms is being terminated. If this Agreement shall so terminate, provided
Promesa vacates and surrenders possession of the Rooms on or before the date set forth in
Promesa's Notice under this Section 23.2, in the condition required by Article I 7 and pays all
Room Rent accruing through such date, Promesa shall have no liability under the terms of this
Agreement following termination or assignment in accordance with this Section, except for the
following which shall be deemed to survive termination: Sections 9, 10, and 12.
24. EXHIBITION OF ROOMS
{00058388.DOCX;2} 14
13
Section 24. l Promesa shall permit New Ram and its authorized representatives to enter the
Rooms and Related Service Areas at all times during usual business hours and without notice in
the event of an emergency to (a) exhibit the same for the purposes ofsale and mortgaging, (b) to
perform any act which New Ram is entitled to perform pursuant to the provisions of this
Agreement and (c) to inspect the Rooms and Related Services Areas. In the event of an
emergency, New Ram shall have the right to immediately enter the Rooms and Related Service
Areas. In the event that New Ram determines to make any repairs which are the responsibility
of Promesa but which Promesa has failed to perform within a reasonable amount of time, the
cost of the repairs shall be charged to Promesa as additional rent, shall bedue and payable on
demand and shall accrue interest at the rate set forth in Section 4.1.15 until paid.
25. NOTICES, ETC.
Section 25 .1 All notices, consents, demands, requests and other communications (collectively,
"notices" and individually, a "notice") which are required or desired to be given by either party to
the other shall be in writing. All notices by either party to the other shall be sent by United States
registered or certified mail, return receipt requested, postage prepaid, or by private, overnight
carrier, addressed to the other party at its address set forth below, or at such other single address
(which must be a street address) as it may from time to time designate in a notice to the other
party. All notices to New Ram shall be addressed to:
New Ram Realty, LLC

c/o Nikul Patel, 23 Hayloft Lane
, Roslyn Heights, New York 11577
Attn: Nikul Patel
at the address hereinabove set forth with a copy in the same manner to
Joseph Meyers & Associates P.C.

cfo A VR Realty Company
One Executive Boulevard
Y onk:ers, New York 10701
Attn: Joseph Meyers, Esq.
All notices to Promesa shall be addressed to it at:
The Promesa Housing Fund Development Corporation

300 E. l 75th Street
BronxNewYork, 10457.
Copies of all notices to Promesa shall be given in the same manner to:
c/o Office of Legal Affairs

David Glasel
300 E. 175th Street,
Bronx, New York 10457
or in either case, to such other one person or address as the party giving such notice shall have
been previously notified from time to time in the manner provided in this Article 25 by the party
{00058388.DOCX;2}
!~ewhom sue~ noti:~ is given. Notices which are given or served upon New Ram or Promesa in
m~er ~ oresar shall b~ deemed to have been given or served for all purposes hereunder on
the th~rd busmess daY_ followmg the date on which such notice shall have been mailed in the case
of.notices sen~ by reg1~tered or certified mail and the next day in the case of notices sent by
pnvate, overnight earner.
26. ~ECURI~Y DEPOSIT On Promesa's execution of this Agreement, Promesa shall pay a
security deposit of $600,000.00 (the "Security Deposit") as security for the payment of Room
Rent and Promesa's performance and observance of this Agreement. Such Security Deposit shall
be paid by wire transfer to New Rama Realty LLC, BNB Bank, ABA No. 021413935 for credit
to Account No. 11000296. If Promesa defaults under this Agreement, or defaults under any
other lease or agreement between Promesa and New Ram or an affiliate of New Ram, New Ram
may, without prejudice to any other available remedy, apply the Security Deposit towards curing
the default and compensating New Ram for loss or damage arising from the default. At the
expiration of this Agreement, if Promesa is not in default or otherwise liable to New Ram the
unapplied balance of the Security Deposit shall be returned to Promesa. Promesa expressly '
agrees that Promesa shall have no right to apply any portion of the Security Deposit against any
of Promesa's obligations to pay any Room Rent hereunder and, if Promesa shall seek to so apply
such Security Deposit, Promesa shall on demand pay liquidated damages to New Ram in a sum
equal to two (2) times the amount of any such unpaid Room Rent. If at any time New Ram
applies part or all of the Security Deposit, Prornesa shall pay to New Ram the amount so applied,
thereby increasing the amount of the Security Deposit, so New Ram shall have on hand the full
original Security Deposit at all times. If New Ram transfers this Agreement and Security
Deposit to a transferee, the transferor shall be released from liability with respect to the Security
Deposit or its return to Promesa; Promesa shall look only to such transferee with respect thereto.
Promesa shall not mortgage, assign (except in connection with an assignment of this Agreement
by Promesa which is otherwise expressly permitted by the terms of this Agreement) or encumber
its interest in the Security Deposit, and any attempt to do so shall be void. On any transfer by
Prornesa of its interest in this Agreement, the Security Deposit shall be deemed transferred to the
assignee. In case of Promesa's bankruptcy, reorganization or other similar proceeding, the
Security Deposit shall be deemed applied first to payment of unpaid Room Rent for periods prior
to institution of the proceedings.
27. MISCELLANEOUS PROVISIONS
Section 27 .1 This Agreement may not be changed orally but only by an agreement in writing
signed by the party against whom enforcement of the change, modification or discharge is
sought.
Section 27.2 All terms and words used in this Agreement, regardless of the number or
gender in which they are used, shall be deemed to include any other number, or any other
gender, as the context may require.
Section 27.3 If in this Agreement it is provided that New Ram's consent or approval as to any
matter will not be unreasonably withheld, and it is established by a court or boqy having final
jurisdiction that New Ram has been unreasonable, the only effect of such finding shall be that
New Ram shall be deemed to have given its consent or approval, it being agreed that New Ram
{00058388.DOCX;2}
swh1.athhllnoldt ?e l~able to Promesa in any respect for any other money damages by reason of
o mg its consent.
Section 27.4 The terms "herein", "hereby" "hereof "hereunder" and wo d f 1

h 11 b . , , r s 0 s1m1 ar Import
s a e construed to refer to this Agreement as a whole, and not to any particular Section unless
expressly so stated. '
S~ction 27.5 The provisions of this Agreement shall not be construed for the benefit of any
third party, except as otherwise provided herein.
Section 27 .6 . This Ag~e~ment may be executed in any number of counterparts, by facsimile or

?ther electronic transm1ss10n and all of which, when taken together, shall constitute one original
mstrument.
Section 27.7 New Ram shall not be deemed, in any way or for any purposes, to have
become, by the execution of this Agreement, or any action taken under this Agreement, a
partner of P.romesa in Promesa's business or otherwise or a member of any joint enterprise
with Promesa. The sole relationship of the parties is that ofNew Ram and Promesa.
Section 27.8 The index and captions of this Agreement are for convenience and reference
only and in no way define, limit or describe the scope or intent of this Agreement, nor in any
way affect this Agreement.
Section 27.9 It is the intent of the Parties that nothing in this Agreement is designed to make
any portion of the Building subject to the Room Rent Stabilization Law of New York or the
Emergency Promesa Protection Act.
Section 27 .10 New Ram will permit Promesa to utilize the existing key ,card locks system.
Promesa agrees to assume responsibility for the operation of the key card locking system;
and agrees to enter into a maintenance agreement with the existing lock company, for
maintenance of the key card locking system.
Section 27.11.New Ram shall provide a list of movable items that shall remain on the
Rooms, and those items that shall be removed from the Rooms prior to the Commencement
date.
Section 27.12 New Ram shall be entitled to retain its current signage on the building; except
that New Ram will remove all current hotel franchise logo and trademarks. New Ram shall
be solely responsible for maintaining the signage that will be retained.
28. GOVERNING LAW
Section 28.1 This Agreement shall be governed by, and construed and enforced in
accordance with, the laws of the State of New York and without aid of any canon or rule of
law requiring construction against the party drawing or causing this Agreement or any
provision thereof to be drawn. Venue for any action or proceeding brought hereunder shall be
Bronx County.
{00058388.DOCX;2}
16
l"i
29. ENTIRE AGREEMENT
Sectio~ 29.1 This instrument constitutes the entire agreement between the parties with res ect to
the subject .matter hereof, and there are no verbal or collateral understandings agreementsp
representat10ns or warranties not expressly set forth in this Agreement. BROKER '
30. NO BROKER
Section 30. l New Ram and Promesa represent to each other that they have not dealt with
any Broker.
31. REPRESENTATION AND WARRANTY
Section 31. l Each party represents and warrants that, with respect to itself, all necessary action
has been taken and all requisite approvals have been duly obtained so as to make this
Agreement valid, binding and enforceable against such party in accordance with its terms. Upon
written request therefor, each party shall furnish to the other party, any title insurer and any
Mortgagee, reasonably satisfactory evidence that such action has been taken and such approvals
obtained.
32. LIMITATION ON LIABILITY
Section 32.1 Promesa sha11 look solely to New Ram's estate or interest in the Building for the
satisfaction of any right of Promesa for the collection of a judgment or other judicial process or
arbitration award requiring the payment of money by New Ram and no other property or assets of
New Ram or any shareholder, officer, director, member or partner of New Ram shall be subject to
levy, lien, execution, attachment or other enforcement procedure for the satisfaction of Prornesa's
rights and remedies under or with respect to this Agreement, the relationship of New Ram and
Promesa hereunder or under law, or Promesa's use and occupancy of the Rooms or any other
liability of New Ram to Promesa. In no event shall Prornesa be entitled to claim against or receive
from New Ram, any of its shareholders, officers, directors, members or partners, consequential
damages.
Section 32.2 If any payment from Promesa due under this Agreement is not paid within ten ( 10)
days after.the due date thereof, same shall be assessed a late charge of$.05 per dollar of such
overdue sum. In addition, the overdue sum shall accrue interest at the rate of 18% per annum
until paid in full.
33. WAIVER OF JURY TRIAL AND COUNTERCLAIM
Section 33.1 THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO
AGAINST THE OTHER WITH RESPECT TO ANY MATTER WHATSOEVER ARISING OUT
OF OR IN ANYWAY CONNECTED WITH THIS AGREEMENT, OR FOR THE
ENFORCEMENT OF ANY REMEDY UNDER ANY STATUTE, EMERGENCY OR
OTHERWISE.
{00058388.DOCX;2}
17
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the
day and year first above written.
LANDLORD:
NEW RAM REALTY, LLC
By:~~~~~~~~~~~~
Name: Nikul Patel
Title: Authorized Signatory
TENANT:
The Promesa Housing Fund Development

Corporation
By:~~~~~~~~~~
Name:
Title:
{00058388.DOCX;2} 18
Exhibit A
Certificate of Occupancy
{00058388.DOCX;2}
Exhibit B
Guaranty of Acacia Network Housing, Inc.
{00058388.DOCX;2}
(FILED: QUEENS COUNTY CLERK 11/28/2016 03: 37 PM) INDEX NO. 712807/2016
EXHIBIT 3
KCM REALTY COMPANY, L.P.

c/o Mendon Leasing Corporation
362 Kingsland Avenue
Brooklyn, New York I 1222
August 25, 2016
Harshad Patel
81-43 262"d Street
Floral Park, New York 11004
New Ram Realty, LLC

S9w40 55th Road
Maspeth, New York 11378
Attn: Harshad Patel
Re: Holiday Inn Express Change of Usage

Dear Harshad:
Representatives of New Ram Realty, LLC have made us aware, in addition to the recent
news coverage and public protests, that there have been discussions with the City regarding the
proposed conversion of the Holiday Inn Express (the "Hotel") located at 59-40 55th Road, Maspeth,
New York (the "Premises") to an adult "homeless shelter" (the "Proposed Conversion").
Please be advised that, pursuant to Article 5 and Section 35.8 of that certain Agreement of
Lease by and between the undersigned, as Owner, and New Ram Realty, LLC, as tenant
("Tenant"), dated as of March 5, 2004 (the "Lease"), the Premises may only be used for purposes
of (i) the erection and operation of a hotel, (ii) retail store and (iii) related parking for the same
(which is compliant with the certificate of occupancy). The Lease further provides that "Tenant
shall not pennit the Premises to be used as a multiple dwelling or for residential uses or
apartments". Tn addition, Article 7 of the Lease requires compliance with all applicable laws and
regulations and use of the Premises as a "homeless shelter" would not be pennitted under
applicable zoning regulations.
For the foregoing reasons, among others, please be advised that the Proposed Conversion
would be an Event of Default under the Lease entitling the undersigned to pursue its rights and
remedies under the Lease.
KCM REALTY COMPANY, L.P.

By: Kimcomatt Realty Corp., its general partner
By: ~-s~
Barry J. Haskell, President
114n90940_ v I
!FILED: QUEENS COUNTY CLERK 11/28/2016 03: 37 PMJ INDEX NO. 712807/2016
EXHIBIT 4
10/25/2016
Co-owner of Oueens hotel and proposed homeless shelter backs out- NY Daily News
Co-owner of Queens hotel and

proposed homeless shelter backs out
BY JENNIFER FERMINO
CITY HALL BUREAU CHIEF Updated Friday September 9 2016 12 54 AM
The Holiday Inn Express in Maspeth was set to open as a homeless shelter on Oct
1 (GOOGLE MAPS ST~EET VIEW)
I he co-owner of a Queens Holiday Inn that had been slated to

become a homeless shelter said he wants out of the deal because
the community opposition is too much.
Harshad Patel told neighborhood groups opposed to the Maspeth

shelter that he wouldn't go forward with the plans after they
organized a protest in front of his home.
The protest was later nixed.
http //www nyda1lynews com/new-york/queens/owner-maspeth-hotel-proposed-homeless-shelter-backs-art1cle-1 2783927 1/3

10/25/2016
Co-owner of Queens hotel and proposed homeless shelter backs out - NY Daily News
He confirmed he no longer supported the she1ter to the Daily

News on Thursday - and said he already told Acacia Network
'
the non-profitthat had contracted with the city to run the shelter
he was done with the plan. '
Queens famil~ homeless shelter's opening postponed
"The community doesn't like it, so we decided not to move

forward,'' he said.
The conversion of the motel, near the Long Island Expressway,

sparked several protests and outcry from residents of the quiet
Queens neighborhood.
A series of chaotic public meetings about the plan were attended

by hundreds of people opposed to the project.
A day earlier it was announced that the planned Oct. 1 opening of

the shelter was being delayed.
Hotel-to-homeless shelter conversion plan draws Maspeth outrage
City I Iall sources said the plan will still go forward and the
opening will only be pushed back a few weeks.
"As we announced at two community forums, we are continuing

to review the proposal, and the start date will be determined as a
result of the review," Department of Homeless Services
spokeswoman Lauren Gray told the Daily News Wednesday.
http /lwww nyda1lynews com/new-york/queens/owner-maspeth-hotel-proposed-homeless-shelter-backs-art1cle-1 2783927 213

1012512016
Co-owner of Queens hotel and proposed homeless shelter backs out. NY Daily News
A spokesman for the city's Department of Homeless Services

said they were unaware of anyone backing out of the plan.
Calls to Acacia were not returned.
Robert Holden, president of the Juniper Park Civic Association,

said, "We're going to celebrate, but cautiously.''
''We've seen things happen where someone tells us something is

going to happen and it doesn't," he added.
A Twitter account linked to the Holiday Inn franchise posted

Thursday that the deal was off.
"We would like to confirm that the Hotel will not be converting
to a shelter as suggested. It will continue to operate as a Hotel,"
the tweet said.
WITH DENIS SLATIERY
http://www.nydailynews com /new-york/queens/owner-maspeth-hoteJ-proposed-homeless-shelter-backs-article-1.2783927 3/3

EXHIBIT 3
Geller, Mitchell J (NYC - X73483)
From: Geller, Mitchell J (NYC - X73483)

Sent: Wednesday, January 18, 2017 5:33 PM
To: Clifford Greene
Cc: Silivos, Stosh (NYC - X73533); Geller, Mitchell J (NYC - X73483)
Subject: KCM Realty v. New Ram Realty; Holland & Knight 1/18/17 ltr to Clifford Greene re
Defendant's Failure to Respond to Plaintiff's First Notice of Discovery and Inspection
Attachments: H&K 1_ 18_ 17 ltr to C.Greene re Def. Failure to Respond to Pl. First Noti. ... pdf
January 18, 2017
Mr. Greene;
Annexed is Holland & Knight's January 18, 2017 letter on the subject of Defendant's failure to
respond to Plaintiff's First Notice of Discovery and Inspection, dated December 19, 2016. (The
original of this letter was sent to you today by UPS Overnight Courier). Given that Defendant was
required to produce responsive documents and electronically stored information ("ESI") on January 9,
2017 -- 9 days ago -- we request that Defendant produce forthwith the documents and ESI requested
by Plaintiff's First Notice of Discovery and Inspection.
Mitchell Geller
Mitchell Geller I Holland & Knight
Partner
Holland & Knight LLP
31 West 52nd StreetI New York, NY 10019
Phone 212.513.3483 I Fax 212.385.9010
Cell 917.836.9909
mitchell.geller@hklaw.com I www.hklaw.com
Add to address book I View professional biography
1
Holland & Knight

31 West 52nd Street I New York, NY 10019 I T 212.513.3200 I F 212.385.9010
Holland & Knight LLP I www.hklaw.com
January 18, 2017 Mitchell J. Geller

212 513 3483
mitchell.geller@hklaw.com
BY UPS AND E-MAIL
Clifford H. Greene, Esq.

Clifford Greene & Associates
Re: KCM Realty Company, L.P. v. New Ram Realty, LLC, Index No. 712807/2016
Dear Mr. Greene:
On December 19, 2016, Plaintiff, pursuant to CPLR 3120, served by UPS overnight courier
Plaintiff's First Notice of Discovery and Inspection, dated December 19, 2016 ("Plaintiffs First
Document Request"), on Clifford Greene & Associates. (A copy of Plaintiff's First Document
Request and UPS's December 20. 2016 e-mail confirming delivery on your office on December 20,
2016 is annexed hereto). Pursuant to Plaintiffs First Document Request and CPLR 3122,
Defendant was required to respond to such Document Request and produce its documents, together
with electronically stored information ("ESI"), on January 9, 2017.
Defendant has not responded to Plaintiffs First Document Request and has not produced
any documents or ESL CPLR 3122(a) requires a party objecting to disclosure requests to serve its
objections, stating with reasonable particularity the reason for such objection, within twenty (20)
days of service of the disclosure request. Defendant has not served any objections to Plaintiffs
First Document Request.
Defendant's failure to challenge Plaintiffs First Document Request within the twenty day
time period prescribed by CPLR 3122(a) "forecloses inquiry into the propriety of the information
sought except with regard to material that is privileged pursuant to CPLR 3101 or to requests that
are palpably improper." See Hunt v. Odd Job Trading, 44 A.D.3d 714, 715, 843 N.Y.S.2d 423, 424
(2d Dep't 2007); Fausto v. City ofNew York, 17 A.D.3d 520, 522, 793 N.Y.S.2d 165, 167 (2d Dep't
2005); DG & A Management Services, LLC v. Securities industry Ass'n Compliance and Legal
Division, 78 A.D.3d 1316, 1318, 910 N.Y.S.2d 242, 244-245 (3d Dep't 2010). Each of the requests
in Plaintiffs First Document Request seeks documents and ESI that are clearly relevant and
material to the claims in the action within the broad scope of discovery under CPLR 3 IOI(a)(l).
Clifford H. Greene, Esq.

January 18, 2017
Page 2
Given that Defendant was required to produce responsive documents and ESI on January 9,
by Plaintiffs First Document Request.
Very truly yours,
fiw.d-.A J ~
Mitchell J. Geller
#49299062_vl

COUNTYOF QUEENS .

Index No. 712807/2016
Plaintiff,
V. PLAINTIFF'S FIRST
NOTICE OF DISCOVERY
NEW RAM REALTY, LLC, AND INSPECTION TO
DEFENDANT
Defendant.
PLEASE TAKE NOTICE that, pursuant to Rule 3120 of the Civil Practice Law and
Rules, Plaintiff KCM Realty Company, L.P. hereby requests that Defendant produce for
I
I
inspection and copying the documents and electronically stored information specified herein
within its possession, custody or control, or in the possession, custody or control of any agent,
employee, representative or other person acting or purporting to act. on Defendant's behalf at the
offices of Holland & Knight LLP, attorneys for Plaintiff, 31 West 52d Street, New York, New
York 10019, on January 9, 2017 at 10:00 am.
DEFINITIONS AND INSTRJlCTIONS

A. The term "document" or "documents" is used herein in the broadest possible
sense and means any written, graphic, electronically stored information or other recorded
(whether visually, electronically, magnetically or otherwise) matter of whatever kind or nature or
any other means of preserving thought or expression and all tangible things from which
information can be processed, transcribed or retrieved, whether originals, copies or drafts
(including, without limitation, non-identical copies), however produced or reproduced, within the
possession, custody or control of Defendant, or the possession, custody or control of any agent,
employee, representative or other person acting or purporting to act on its behalf, including, but
not limited to: contracts, agreements, correspondence, telegrams, facsimiles, memoranda,
records, books, E-mails, summaries, transcripts or records of telephone conversations,
summaries or records of personal conversations or interviews, diaries~ statistical statements,
work papers, charts, analytical records, minutes or records of meetings or conferences, records,
reports or summaries of negotiations, drafts, notes, marginal notations, bills, invoices, checks,
lists, journals, diaries, matrices for and all other written, printed, recorded or photographic matter
or sound reproductions. A document with handwritten, typewritten or other recorded notes,
editing marks, etc., is not and shall not be deemed identical to one without such modifications,
additions or deletions. The term "original" includes the file copy or copies of any document if
there is no actual original or ribbon copy.
B. The term 11 communication" means the transmittal of information (in the form of
facts, inquiries, ideas or otherwise).
C. The term "concern" or "concerning" means relating to, referring to, describing,
evidencing or constituting.
D. The term "relating" or "referring" means relating, referring to or in any way
relevant within the meaning of Section.3101 of the Civil Practice Law and Rules.
E. "And" or 11 0.r" shall mean and/or.
F. The use of the singular form of any word includes the plural and vice versa.
G. "KCM Realty" or "Plaintiff' means KCM Realty Company, L.P. and shall
2
H. "New Ram," "Defendant,)\ "you," or "your" means New Ram Realty, LLC, and
shal.1 include its present and foriner managers, officers, directors, employees, partners, agents,

I. "Premises" means that certain real property located in Maspeth, New York
designated as Block 2687, Lot 31 on the tax map of the County of Queens.
J. "City" means the City of New York, its divisions, departments, agencies, and
affiliates, and their present and former managers, officers, directors, agents, employees, attorneys
or other persons acting on their behalf.
K. "DHS" means the New York City Department of Homeless Services and shall'
L. "Promesa" mefl.ns Promesa Housing Fund Development Corporation and shall
M. "Holiday Inn" means Holiday Inn Corporation and InterContinental Hotels Group
PLC and shall include their present and former managers, officers, directors, employees,
partners, agents, consultants, attorneys, representatives or other persons acting on its behalf.
N. "Hotel" shall mean the building on the real property located in Maspeth, New
York designated as Block 2687, Lot 31 on the tax map ofthe County of Queens.
0. "Acacia" means the Acacia Network and shall include its present and former
managers, officers, directors, employees, partners, agents, consultants, attorney, representatives
or other persons acting on its behalf.
3
P. "Amended Complaint" means the Amended Complaint, dated November 26,
2016, served and filed in this action.
Q. "Answer" shall mean the Answer With Counter Claim filed by New Ram Realty,
LLC, dated December 12, 2016, served and filed in this action.
R. If any document within the scope of this request has been lost, destroyed,
discarded, and/or is otherwise not available for production, Defendant shall in its response
hereto: (a) describe the document as completely as possiblei (b) describe the circumstances of
such destruction, including, wit_hout limitation, the name of its last known custodian the date it
was lost, discarded, and/ or destroyed; (c) the efforts made to locate it, the iqentifies of all persons
who participated in the search for it, the identities of persons who participated in, and/or have
knowledge of its destruction and/or discarding; and (d) shall produce any documents relating to
such destruction.
S. If a claim of privilege is asserted with respect to any document, state with respect
to each such document: (1) the date thereof; (2) the author; (3) the recipient(s); (4) the; (5) the
privilege claimed; (6) a description of the document sufficient to demonstrate the applicability of
the privilege claimed; (7) a description of any document or material transmitted with or attached
to the document; and (8) the particular request to produce to which the document is responsive.
T. If any information or data is withheld because such information or data is stored
electronically, it is to be identified by the subject matter of the information or data and the place
or places where such information is maintained.
U. Pursuant to CPLR 3122(c), documents shall be produced as they are maintained
in the ordinary course of business, including file folders or other identifying information, or
4
identified to correspond to each specific numbered request to which they are considered
responsive.
V. . Electronically stored information, such as e-mails and other data stored
electronically, must be produced in electronic form in an intelligible format as well as in hard
copy form, together with a description of the system from which it was derived.
W. Pursuant to CPLR 310 l(h), Defendant shall promptly supplement its document
production if it obtains or discovers further responsive documents after its production of
documents to Plaintiff or for any other reason contained in 3101 (h). The fact that investigation
is continuing or that discovery is not complete shall not be used as an excuse for failure to
respond to each request as fully as possible.
DOCUMENT REQUESTS
1. The executed Lease, dated as of Match 5, 2004, between KCM Realty, as Owner,
and New Ram, as Tenant, for the Premises located in Maspeth, New York designated as Block
2687, Lot 21, in Maspeth, New York on the tax rp.ap of the County of Queens (the "Lease").
meetings between KCM Realty and New Ram subsequent to June 1, 2016 concerning or relating
. to any of the following subjects:
(a) The Lease;
(b) A plan or proposal or consideration of a plan or proposal to
convert the existing Hotel on the Premises to a homeless shelter or
to house homeless persons;
(c) The draft Agreement dated June_, 2016 between New
Ram and Promesa, a copy of which is annexed as Exhibit 1 to the
5
Amended Complaint and New Ram's August 25, 2016 e-mail to
KCM Realty enclosing the draft Agreement dated June _, 2016'
(d) KCM Realty's August 25, 2016 letter to New Ram;
(e) KCM Realty's rejection of New Ram's plan or proposal to
convert the Hotel to a homeless shelter; and
(f) KCM Realty's rejection ofNew Ram's proposed subl~ase.
3. Doc,uments constituting any agreement, proposed agreement or arrangement
between New Ram and DHS or the City related to the Hotel or the Premises.
4. Documents cortptituting, concerning or relating to communications and/or
meetings between New Ram and DHS or the City subsequent to June 1, 2016 concerning or
homeless persons;
at Article 5 and Section 35.8 of the Lease, and Section 12.l(a) of
the Lease relating to subletting the Premises or any part thereof;
homeless persons at the Hotel;
(e) the dispute underlying this action; and
(f) whether New Ram's use of the Hotel to house homeless
persons would or might affect any franchise agreement between
New Ram and Holiday Inn.
6
5. Documents constituting or reflecting the payment of monies by DHS or the City
to New Ram for the housing of homeless persons at the Hotel subsequent to September 1, 2016 .
.
between New Ram and Promesa or Aoasia related to the Hotel or the Premises.
meetings between New Ram and Promesa or Acasia subsequent to June 1, 2016 concerning or
(b) converting the existing Hotel on the Premises to a homeless
shelter or to house homeless persons; and
( c) the Lease, including the "use provision'' or ''use restriction"
at Article 5 and Section 35.8 of the Lease and Section 12.l(a) of
the Lease relating to subletting the Premises or any part thereof.
8. Documents and communications concerning the use of the Hotel, or any portion
thereof, for the lodging, sheltering, or housing (temporary or otherwise) of homeless individuals.
9. Documents and communications concerning any plan or contemplated plan to
alter New Ram's use of the Hotel or the Premises.
I 0. Documents and communications concerning the "use provisions" or "use
restriction" of the Lease, including any documents or communications relating or. concerning
Article 5 or Section 35. 8 of the Lease.
11. Documents and communications concerning room rental agreements for the Hotel
subsequent to September 1, 2016 to the extent that they relate to the housing of homeless
persons.
7
12. Documents and communications concerning any arrangement or proposed
arrangement whereby a third party would pay for one or more rooms at the Hotel for the housing
of homeless persons.
13. Documents and communications concerning any occupants of the Hotel for the
period subsequent to September 1, 2016 that, at the time of their occupancy, were considered
homeless persons.
14. Documents sufficient tq show physical improvements and/or alterations made to
the Hotel after September l, 2016 to the extent that such physical improvements and/or
alterations were done to house homeless persons or were done at the request of DHS or the City.
15. Documents sufficient to show (a) New Ram employees hired after September 1,
2016 that work at the Hotel to the extent that such employees were hired in connection with the
rental of rooms to house homeless persons and (b) the position or job description of each such
employee.
16. Documents and communications concerning or relating to any security incident at
the Hotel since September l, 2016.
17. Documents and communications concerning or relating to the police presence at
or about the Hotel at any time since September 1, 2016.
18. Documents concerning communications between New Ram and Holiday Inn
concerning or related to New Ram's use of the Hotel to house homeless persons.
meetings between New Ram and any community opposition group subsequent to August 1, 2016
concerning or relating to the actual or proposed use of the Hotel for the lodging, sheltering, or
housing (temporary or otherwise) of homeless individuals.
8
20. Documents and communications concerning metal detectors installed at the Hotel
after September 1, 2016.
21. Documents constituting or relating to communications between New Ram and
any newspaper, radio station, television station, website or other media outlet on any of the
following subjects:
homeless persons;
(c) any agreement, i:>toposed agreement or arrangement
between New Ram and DHS or the City to house homeless persons
at the Hotel;
homeless persons at the Hotel; and
(e) the Lease.

22. Documents that support, evidencei concern or relate to New Ram's First
Affirmative Defense that "Plaintiff is estopped from claiming the Answering Defendant is in
violation or breach of its lease agreement as it has unclean hands."
23. Documents that supporti evidencei concern or relate to New Ram's Second
Affirmative Defense in its Answer that "There is a lack of consideration from Plaintiff to the
Answering Defendant."
9
Dated: December 19, 2016

New York; New York HOLLAND & KNIGHT LLP
By: hw-<-1> .,(,(. d Au4-_

Mitchell J. Gel r'
31 West 52nct Street
. (212) 513-3200

TO: CLIFFORD GREENE & ASSOCIATES

(914) 738-5992
#48990657_v2
10
AFFIRMATION OF SERVICE
MITCHELL J. GELLER, an attorney duly admitted to practice law before the courts of
the State of New York, affirms under penalty of perjury:
On December 19, 2016, I served by UPS overnight courier, next day delivery, a true copy
of the within Plaintifrs First Notice of Discovery and Inspection To Defendant, dated
December 19, 2016, on
CLIFFORD GREENE & ASSOCIATES

Dated: New York, New York

December 19, 2016
#49039489_vl
From: UPS Quantum View <pkginfo@ups.com>

Sent: Tuesday, December 20, 2016 12:24 PM
. To: Geller, Mitchell J (NYC - X73483)
Subject: UPS Delivery Notification, Tracking Number 1ZV6743F0194594169
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1
2
EXHIBIT 4

Sent: Monday, February 6, 2017 9:51 AM
To: 'Clifford Greene'
Cc: Silivos, Stash (NYC - X73533); Geller, Mitchell J (NYC - X73483)
Subject: FW: KCM Realty v. New Ram Realty; Holland & Knight 1/18/17 ltr to Clifford Greene re
Defendant's Failure to Respond to Plaintiff's First Notice of Discovery and Inspection-
URGENT
Attachments: H&K 1_ 18_ 17 ltr to C.Greene re Def. Failure to Respond to Pl. First Noti. ... pdf
Importance: High
February 6, 2017
Mr. Greene,
Annexed is Holland & Knight's January 18, 2017 e-mail and January 18, 2017 letter on the subject of
Defendant's failure to respond to Plaintiff's First Notice of Discovery and Inspection, dated December
19, 2016 ("Plaintiff's First Document Request"). Pursuant to Plaintiff's First Document Request
Defendant was required to produce responsive documents and electronically stored information ("ESI")
on January 9, 2017. Defendant has not served a Response to Plaintiff's First Document Requests and
has not produced any documents.
Holland & Knight's January 18, 2017 letter demonstrates that Defendant's failure to challenge Plaintiff's
First Document Request within the twenty day time period prescribed by CPLR 3122(a) "forecloses
inquiry into the propriety of the information sought except with regard to material that is privileged
pursuant to CPLR 3101 or to requests that are palpably improper." See, e.g., Hunt v. Odd Job Trading,
44 A.D.3d 714, 715, 843 N.Y.S.2d 423, 424 (2d Dep't 2007).
Defendant has willfully ignored its discovery obligations. Given that Defendant was required to
produce responsive documents and ESI on January 9, 2017 -- 29 days ago -- we demand that
Defendant immediately produce the documents and ESI requested by Plaintiffs First Document
Request.
Plaintiff reserves all of its rights and remedies under CPLR 3124, CPLR 3126 and 22 NYCRR 130-
1.1 against Defendant for its failure to produce the documents and ESI in response to Plaintiff's First
Document Request.
Mitchell Geller
Partner
31 West 52nd Street I New York, NY 10019
Phone 212.513.3483 I Fax 212.385.9010
Cell 917.836.9909
1

Sent: Wednesday, January 18, 2017 5:33 PM
To: 'Clifford Greene' <cliff@chgandassociates.com>
Cc: Silivos, Stosh (NYC - X73533) <stosh.silivos@hklaw.com>; Geller, Mitchell J (NYC - X73483}
<Mitchell.Geller@hklaw.com>
Subject: KCM Realty v. New Ram Realty; Holland & Knight 1/18/17 ltr to Clifford Greene re Defendant's Failure to
Respond to Plaintiff's First Notice of Discovery and Inspection
January 18, 2017
Mr. Greene;
Annexed is Holland & Knight's January 18, 2017 letter on the subject of Defendant's failure to
respond to Plaintiff's First Notice of Discovery and Inspection, dated December 19, 2016. (The
original of this letter was sent to you today by UPS Overnight Courier). Given that Defendant was
required to produce responsive documents and electronically stored information ("ESI") on January 9,
by Plaintiff's First Notice of Discovery and Inspection.
Mitchell Geller
Partner
Phone 212.513.3483 I Fax 212.385.9010
Cell 917.836.9909
2
EXHIBIT 5

Sent: Friday, February 17, 2017 4:49 PM
To: Clifford Greene
Subject: FW: KCM Realty v. New Ram Realty; Holland & Knight 1/18/17 ltr to Clifford Greene re
Defendant's Failure to Respond to Plaintiff's First Notice of Discovery and Inspection-
URGENT
Attachments: H&K 1_ 18_ 17 ltr to C.Greene re Def. Failure to Respond to Pl. First Noti .... pdf
Importance: High
February 17, 2017

Mr. Greene,
Annexed is Holland & Knight's January 18, 2017 e-mail, Holland & Knight's January 18, 2017 letter
and Holland & Knight's February 6, 2017 e-mail on the subject of Defendant's failure to respond to
Plaintiff's First Notice of Discovery and Inspection, dated December 19, 2016 ("Plaintiff's First
Document Request"). Pursuant to Plaintiff's First Document Request Defendant was required to
produce responsive documents and electronically stored information ("ESI") on January 9,
2017. Defendant has not served a Response to Plaintiff's First Document Requests and has not
produced any documents.
Holland & Knight's January 18, 2017 letter demonstrates that Defendant's failure to challenge
Plaintiff's First Document Request within the twenty day time period prescribed by CPLR 3122(a)
"forecloses inquiry into the propriety of the information sought except with regard to material that is
privileged pursuant to CPLR 3101 or to requests that are palpably improper." See, e.g., Hunt v. Odd
Job Trading, 44 A.D.3d 714, 715, 843 N.Y.S.2d 423, 424 (2d Dep't 2007).
Defendant continues to willfully ignore its discovery obligations. Given that Defendant was
required to produce responsive documents and ESI on January 9, 2017 -- 40 days ago --we
demand that Defendant immediately produce the documents and ESI requested by Plaintiff's
As my February 17, 2017 e-mail indicated, a preliminary conference is scheduled in this matter
on February 28, 2017 before Judge Leonard Livote in Part 33. We trust that you will produce
the documents and ESI requested by Plaintiff's First Document Request well before the
preliminary conference.
Document Request.
Mitchell Geller
Partner
31West52nd Street I New York, NY 10019
Phone 212.513.3483 I Fax 212.385.9010
1
Cell 917.836.9909
..-----------
---"~-----
Add to address book I V~~p~;f~~~i;~~jt;j;g~~phy--

Sent: Monday, February 6, 2017 9:51 AM
To: 'Clifford Greene' <cliff@chgandassociates.com>
Cc: Silivos, Stosh (NYC - X73533) <stosh.silivos@hklaw.com>; Geller, Mitchell J (NYC - X73483)
Subject: FW: KCM Realty v. New Ram Realty; Holland & Knight 1/18/17 ltr to Clifford Greene re Defendant's Failure to
Respond to Plaintiff's First Notice of Discovery and Inspection-URGENT
Importance: High
February 6, 2017
Mr. Greene,
Annexed is Holland & Knight's January 18, 2017 e-mail and January 18, 2017 letter on the subject of
Defendant's failure to respond to Plaintiff's First Notice of Discovery and Inspection, dated December
19, 2016 ("Plaintiff's First Document Request"). Pursuant to Plaintiff's First Document Request
Defendant was required to produce responsive documents and electronically stored information ("ESI")
on January 9, 2017. Defendant has not served a Response to Plaintiff's First Document Requests and
has not produced any documents.
Holland & Knight's January 18, 2017 letter demonstrates that Defendant's failure to challenge Plaintiff's
First Document Request within the twenty day time period prescribed by CPLR 3122(a) "forecloses
inquiry into the propriety of the information sought except with regard to material that is privileged
pursuant to CPLR 3101 or to requests that are palpably improper." See, e.g., Hunt v. Odd Job Trading,
44 A.D.3d 714, 715, 843 N.Y.S.2d 423, 424 (2d Dep't 2007).
Defendant has willfully ignored its discovery obligations. Given that Defendant was required to
Defendant immediately produce the documents and ESI requested by Plaintiff's First Document
Request.
Document Request.
Mitchell Geller
Partner
Phone 212.513.3483 I Fax 212.385.9010
Cell 917.836.9909
mitchell.geffer@hklaw.com I www.hklaw.com
2
EXHIBIT 6
From:
Clifford Greene <cliff@chgandassociates.com>
Sent: Wednesday, February 22, 2017 1:17 PM
To: Geller, Mitchell J (NYC - X73483)
Cc: Silivos, Stash (NYC - X73533)
Subject: RE: KCM Realty - PC on 2/28 at 9:30 a.m., Room 314 and Telephone Call To Discuss
Defendant's Failure To Produce Documents
Mr. Geller,
I am aware of the February 28 PC conference at 9:30 in Judge Livote's part. I will not be in the office Friday due
to the kids being on vacation. I see no reason why we can't talk at the PC conference and figure everything out at that
time.
Regards,
Cliff Greene, Esq.
CLIFFORD H. GREENE & ASSOCIATES

Bus 914-738-5992 Ext 22
Bus 914-472-5992 Ext 22
Fax 914- 725-6160
Cell 914-498-5992
CONFIDENTIALITY NOTICE
The contents of this email are confidential. This E- mail message (including any attachments) is covered by the
Electronic Communications Privacy Act 18 U.S.C. 2510-2521, is confidential and legally privileged. This email
is intended only for the use of the addressee and contains information belonging to the sender that may be confidential,
privileged and exempt from disclosure under applicable law. If you have received this email in error, please notify us by
telephone immediately at 914-738-5992 to arrange the return of the documents.
If the reader of this communication is NOT the intended recipient, you are hereby notified that any disclosure,
distribution, or action in reliance on the contents of this information is strictly prohibited.
From: Mitchell.Geller@hklaw.com [mailto:Mitchell.Geller@hklaw.com]

Sent: Wednesday, February 22, 2017 12:52 PM
To: Clifford Greene <cliff@chgandassociates.com>
Cc: stosh.silivos@hklaw.com; Mitchell.Geller@hklaw.com
Subject: KCM Realty - PC on 2/28 at 9:30 a.m., Room 314 and Telephone Call To Discuss Defendant's Failure To Produce
Documents
February 22, 2017

Mr. Greene,
This shall advise you that the preliminary conference in the above-referenced action is
scheduled for 2/28/17 at 9:30 am.
1
Part 33 CALENDAR
Preliminary Conference
A preliminary conference shall be scheduled (1) automatically by the court within 45 days after filing a
request for Judicia_l l~tervention, pursua~t to 22 NYCRR 202.12(b), or (2) upon filing a written
Request for a Preliminary Conference with the Clerk's Office (Room 140) in compliance with 22
NYCRR 202.12(a) or an appropriate notice is filed in malpractice or certiorari cases pursuant to 22
NYCRR 202.56 and 202.60.
All Preliminary Conferences will be held on TUESDAYS at 9:30 a.m. at the Preliminary Conference
Part, Room 314, at the Jamaica Courthouse located at 88-11 Sutphin Boulevard, and they are
presided over by the court-appointed referee, unless otherwise directed by the court. Failure to
appear at the scheduled preliminary conference may result in discovery being ordered ex-parte or
any other appropriate sanction including preclusion or dismissal ordered. Any inquiry pertaining to a
preliminary conference shall be made to the Preliminary Conference Part at (718) 298-1046, NOT
CHAMBERS.
Defendant continues to willfully ignore its discovery obligations. Given that Defendant was required to
Defendant immediately produce the documents and ESI requested by Plaintiff's First Document
Request.
Plaintiff reserves all of its rights and remedies under CPLR 3124, CPLR 3126 and 22 NYCRR
130-1.1 against Defendant for its failure to produce the documents and ESI in response to Plaintiff's
In light of the preliminary conference, I would like to speak with you concerning Defendant's
failure to produce the requested documents. Can you speak on Friday, February 24, at about 2
pm? Please advise by e-mail whether that time is satisfactory.
Mitchell Geller
Partner
Phone 212.513.3483 I Fax 212.385.9010
Cell 917.836.9909
NOTE: This e-mail is from a law firm, Holland & Knight LLP ("H&K"), and is intended solely for the use of the individual(s) to whom it is
addressed. If you believe you received this e-mail in error, please notify the sender immediately, delete the e-mail from your computer and
do not copy or disclose it to anyone else. If you are not an existing client of H&K, do not construe anything in this e-mail to make you a client
unless it contains a specific statement to that effect and do not disclose anything to H&K in reply that you expect it to hold in confidence. If
you properly received this e-mail as a client, co-counsel or retained expert of H&K, you should maintain its contents in confidence in order to
preserve the attorney-client or work product privilege that may be available to protect confidentiality.
2
EXHIBIT 7
~F~I~L~E~D~=:--~U=E~E=N=S~C=O:-==T~Y~C=L=E~R~K=---=0~5..L..::!0~2.J,.J;.~~~~~~L~ INDEX NO. 712~07/2016
;w~~CEF'D'OC. r--
t. ~
NO:"":J.S-
.l__
CalendarNumber _ _
,.....
");/ 2 _ ~I 1, - '3 2.-
1
~ PC 12/JQ
1
cc~
NI _J__j_)J_/_K
.... _ _.,)
-~
S.~PREME COURT OF THE STATE OF NEW YORK

QUEENS COUNTY: IAS PART.
PRESENT: HO
-.---- --...------x
./< c:.M ~ f4/t (;o'"l't; ,_,1'1 t... I
,
r Plaintiff(s),
Preliminary Conference Order
Index Numbe!J / L.. 3io 7/.. O / (.
DateRJI Filed: 1/tJ/;_ 17 Q
Following a Preliminary Conference, it is hereby ORDERED that disclosure shall proceed as

follows:
(1) Insurance Coverage: (a) If not yet done, defendant shall disclose in writing the existence and
contents of any insurance agreement, including umbrella or excess coverage, as described in CPLR 3101 (f}
on or before
Motorist. coverage on or before N /"t
(b) plaintiff shall disclose an~ ~insured Motorist/Supplemental Uninsured
'
(2) Biii of Particulars: A / Ll.
(a) A demand for a Bill ofrf>a'rtilu~us or interrogatories shall be served by on or before
(b} A bill of particulars or interrogatories shall be served by on or before----

{c} If an affirmative defense or counterclaim is asserted, a demand for a bill of particulars or
. .
interrogatories shall be served by on . A response to such demand shall be served
' (d) A supplemental Bill of Particulars shall be serlied by _ _ on or b e f o r e - - - - - -

as to items:
/-t- (3) Medical Reportfs). Recordfs) and Authorlzatlonfs): On or before a duly executed
written authoi;ization(s) shall be furnished by for the followi.ng: (Check as apply)
_ Physician, and/or hospital, pharmacy and/or autopsy records;
_ Employment and/or attendance records for the period,_ _ _ _ _ _ _ _ _ _ __
_ No~fault file;
_ Diagnostic tests and films;
=
Collateral source authorizations I workers comp records;
W2 and/or tax return records for self-employed individuals (if there is a loss of wages claim)
for the period of _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __
_ Other (specify}_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __
-1ir
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NYSCEF DOC. QUEENS
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NYSCEF' DOC. NO-:- M
(4) Physical ~xa_minations: }IA-

(a) Exam1nat1on(s) of plaintiff shall be held on or before
..~(b) Pursuant to 22 NYCRR 202.17{b), at least.20 daysb
-e-f-or_e_s_u-ch-examination shall
serve. upon ~II other parties copies of the medical reports of those physicians who have previ~usly treated or
examined him/her.
(c) A copy of the examining physician's report shall be furnished to all parties by
within days of the examination. -----
. .
{5) Depositi_ons:
(a) Examinations
( (.. <:'.:
before).o~shall
<.( AJ /-r"> ~...,Ci (
be conducted as fallows:
/j ~ Ir' v'~
f ,,,,.- C:..
Plamtlff(s) shall appear for exa_..!Pirration before trial at on
at a.m./p.m. and ~1f produce all relevant books, ers, records, and other m-a-te_i_a_If-o-r-us-e-at_t_h~
deposition. including~:.._---------~C---------__,~:___ __
De~endant(s)
sh I appear for examination before t~ at n ,
at . ./p.m. and shall produce all rel nt books, papers, records, <i other material for use at the
de.po~ n. including
\ ~~dl~. (b) Unless otherwise directed prior to the examinations before trial, attorneys seeking rulings on
objections or making application for any other relief pertaining to the depositions shall promptly appear at
Chambers of the assigned IAS Justice, with their reporter, or shall communicate with the Emergency Justice,
for a determination.
{c) Once begun, a deposition shall continue until completed and shall not be adjourned without
further order of the Court.
{d) The transcript of an examfnation before trial shall be delivered to the party deposed within thirty
{30) days of the deposition, and shall be returned, duly executed, pursuant to CPLR 3116.
(e) Subpoenas for the examination before trial of any non-party witness shall be served no later
than 45 days after the completion of party depositions, provided such witness is known by completion of party
depositions, and if not known at that time. within 45 days of first disclosure or identification of such witness or
within the discretion of the Court.
(6) Other Disclosure:

(a) On or before -LIL.IL---'-.&-..>~L=...;;o-'-/_,,
all parties shall exchange names and addresses of all
witnesses, and shall exchange st temen 1:,r opposing parties and photographs, oi, if none, shall provide an
affirmation to that effect.
(b) All parties shall exchange information relating to expert witnesses in compliance with
CPLR 3101(d)(i).
(c) Medicare Liens: If plaintiff is a medicare recipient or eligible, plaintiff shall, within 30 days,
provide defendant{s) with the details of said lien(s),.or if unknown, copies of correspondence to Medicare,
ev~dencing.plaintiffs efforts to dJlE?'l"ine the outstanding claim against said plaintiff/beneficiary, should one _
exist. fV It
{d) Additional Disclosure Issues: With respect to additional disclosure issues. the parties shall
c mply with the following agreement:
.. - ~ ~ I
~ -
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NYSCEF DOC.-'QUEENS
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NYCEF'OOC. NO~l..a
- RECEIVED NYSCEF: 05/02f2017
(7) lmpleader: All third-party actions shall be cp~/e*ed on or before the Compliance Conference date.
Join~e~ o!.,; third-party action beyond this date without leave of Court may result in a severance.
(8) Completion of Disclosure: All disclosure shall be completed on or before the Compliance
Conference date.
(9) Compliance Conference:

(a) Unless a Note of Issue/Certificate of Readiness shall have been filed prior thereto, counsel for
all parties shall appear at a ompliance Conference which shall be held in the Compliance
Conference/Settlement Part on I- . Lat~
(b) Fili~g of a Note of Issue ior to the co;;/pliance Conference must include a written stipulation
tully executed by all parties acknowledging that all discovery has been completed. Failure to comply with this
provision will result in vacatur of the prematurely filed Note of Issue.
(c) Copies of medical reports and pleadings are to be brought to the Compliance Conference and
a~ending attorneys must be knowledgeable about the case and be prepared to discuss settlement at that time.
,. *~~(1f) Note of Issue: Plaintiff shall file a Note of Issue/Certificate of Readiness on or before
I t-/'fl. !J. l . .
(11) Motions for Summa Jud ment: Pursuant to CPLR Rule 3212(a), any motion for summary
judgment shall be made no later than days after the filing of the note of issue, but under no
circumstances beyond 120 days of the filing of the Note of Issue absent further order of the court.
(12) tipulations of settlement or discontinuance are to be filed by defendant, pursuant to

22 NYC RR 202.28, with the County Clerk and must also give a copy to the Part of Court to which the action
h~s been assigned, within 20 days of such discontinuance.
SO ORDERED:
' .
Dated: ~ }Jt / 17 HON. ~oNMo LIVOTE-

I, the undersigned have read the preceding and fully understand the provlsions contained herein shall
-k-
constitute an Order of the Court. Failure to comply with any provision of this order may''result In the
lmp"'lfflon of costs, sanctions or other penalties prolded by law.
" Jlv ,,.(~

Attorney for Plaintiff
~ 1LLI &fil:t.-:fr~ . ES!'
Attorney for Defendant
'.\...
Attorney for Plaintiff Attorney for Defendant
3 of 5
NYSCEF DOC. QUEENS
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(FI4ED: COUNTY CLERK -05/02/2017 03 :35 PMJ ~O. 712807/2016
NY~CEF' OOC. NO ""'"J.a. RECEIVED NYS-~EFfb'!f!ri"i2017

PRELIMINARY CONFERENCE ORDER
'i:> ,,,_,- .,
v : .
.:: .".'.'..' .
_,-4.,~ . ti. "10
a~ d .. Qvl 4
..
: Dt{J :u;"Oo,,,..{ }t;: pf.,~n'Vf t:iA .(. j~ ""~-~ .
-~er ' .
.. ' '
x: ADDITIONAL. DIRECTIVES
' ;~ .
:. sc:No. SF Rev. 2/86 4 of 5

(FILED:
NYSCEF DOC. QUEENS
NO. 22 COUNTY ''CLERK 05/02/2017 03: 35 PM! RECEIVED NYSCEF:
INDEX 05/04/2017
NO. 712807 /2016
..
lNYSCEF~DOC. NO. 18
~ ' RECEIVED NYSCEF: 05/02/2017
4
'
\ T
SUPREME COURT OF THE STATE OF NEWlYORK

COUNTY OF QUEENS .
88-11 Sutphin Blvd.
Jamaica, 'New York 11435
)c.-<..11 I.e.(, Ir { w """f'-~, L.. I,

Plaintiff(s), Index No.: 71~/o?,l. 0 / \--
against
N~ /_ (;f ....,,,.., !,c_ G Ir;,

g /
L Defendant(s).
L C-
NOTICE OF COMPLIANCE/SETTLEMENT CONFERENCE
A Compliance/Settlement Conference has been scheduled in the

. above-narried case _in which you appear as counsel. The Conference will be held
befow JUSTICE MARTttHttTHOCZ in the Compliance/Settfement-G&Rfer.ence-Part
on ~!If 111at9:30 A.M. /.....fl/DT~ /!itff ..3)
counsel appearing for the Conference MUST bring th~ Bill of Particulars
.and all previous orders in the case, including the Preliminary. Conference Order.
\ At the conference, inquiry will be made regarding. tt-e following items of

discovery as applicable; bills of particular; authorizations; medical reports;
d)scovery'and inspection; document production; insuranc,e information; EBT's;
phfsical etaminations; Interrogatories; and compliance with prior discovery
orders of the Court.
Additionally,
. serious settlement discussions
. will be conducted.
Cons.equently, an attorney representing your client. MUST appear at the

conference and MUST be fully familiar with the case and th'e status of discovery.
The attorney MUST bring to the Conference all available documentary evidence
relating to injury and damages, and MUST be authorized to enter binding
stipulations and to dispose of the case.
FailtJre to appear at the Conference may result in the imposition of sanctions or

other appropriate judicial action.
f '. .
5 of 5
EXHIBIT 8

Sent: Friday, March 31, 2017 6:04 PM
To: Clifford Greene
Subject: RE: 712807/2016 KCM Realty Company, LP. - v. - New Ram Realty, LLC
March 31, 2017

Cliff,
As you are aware, the Preliminary Conference Order, dated February 28, 2017, requires as follows:
"Defendant shall serve its Response to Plaintiffs First Notice of Discovery and Inspection,
dated December 19, 2016, and produce responsive documents on March 28, 2017."
However, Defendant has not served its Response to Plaintiff's First Notice of Discovery and
Inspection, dated December 19, 2016 ("Plaintiff's First Document Request"), and to date has not
produced any responsive documents. Thus, Defendant has failed to comply with the Preliminary
Conference Order. As you are well aware from Holland & Knight's January 18, 2017 e-mail, January
18, 2017 letter and subsequent e-mails, Defendant, pursuant to Plaintiff's First Document Request,
was originally required to produce responsive documents and electronically stored information ("ESI")
on January 9, 2017. Defendant continues to willfully ignore its discovery obligations.
We demand that Defendant immediately serve its Response and immediately produce the
documents and ESI requested by Plaintiff's First Document Request. Holland & Knight's
January 18, 2017 letter demonstrated that Defendant's failure to challenge Plaintiff's First Document
Request within the twenty day time period prescribed by CPLR 3122(a) "forecloses inquiry into the
propriety of the information sought except with regard to material that is privileged pursuant to CPLR
3101 or to requests that are palpably improper." See, e.g., Hunt v. Odd Job Trading, 44 A.D.3d 714,
715, 843 N.Y.S.2d 423, 424 (2d Dep't 2007).
Mitchell Geller
Partner
Phone 212.513.3483 I Fax 212.385.9010
Cell 917.836.9909
---- -~--- ---- -
EXHIBIT 9

Sent: Thursday, April 20, 2017 3:53 PM
To: 'Clifford Greene'
Cc: Silivos, Stosh (NYC - X73533); Geller, Mitchell J (NYC - X73483)
Subject: FW: 712807 /2016 KCM Realty Company, L.P. - v. - New Ram Realty, LLC; Defendant's
Continuing Failure to Serve Its Response To Plaintiff's First Document Request and
Produce Documents As Required By The Preliminary Conference Order- URGENT
Importance: High
April 20, 2017

Cliff,
Annexed is my March 31, 2017 e-mail on the subject of Defendant's failure to serve its Response to
Plaintiff's First Notice of Discovery and Inspection, dated December 19, 2016 ("Plaintiff's First
Document Request") and to produce responsive documents on March 28, 2017 as required by the
Preliminary Conference Order, dated February 28, 2017.
Defendant continues to ignore its discovery obligations. Although the Preliminary Conference Order,
dated February 28, 2017, provides that "Defendant shall serve its Response to Plaintiff's First Notice
of Discovery and Inspection, dated December 19, 2016, and produce responsive documents on
March 28, 2017" (emphasis added), Defendant, as of April 20, 2017 - 23 days after the date of
production, has not produced a single document or ESI and has not served its Response to
Plaintiff's First Document Request.
Unless Defendant serves its Response to Plaintiff's First Document Request and produces all
responsive documents and electronically stored information ("ESI") on Tuesday, April 25, 2017,
Plaintiff will have no choice but to move to compel Defendant to produce responsive documents and
ESI and serve its Response to Plaintiff's First Document Request. Given that April 25, 2017 will be 28
days after Defendant's date for production of documents in the Preliminary Conference Order, we
trust that Defendant will have no objection to extending by a reciprocal 28 day period Plaintiff's time
to serve its Response to Defendant's Notice To Produce, dated March 31, 2017, and to produce
documents. Please confirm by e-mail that Defendant agrees that Plaintiff's time to serve its Response
to Defendant's Notice To Produce, dated March 31, 2017, and to produce documents is adjourned
from May 10, 2017 -the date in the Preliminary Conference Order to June 7, 2017.
Mitchell Geller
Partner
Phone 212.513.3483 I Fax 212.385.9010
1
-------- ------- --- --- -------------------
Add to address book I View pr~f~~~i~~~i-bi~g~-~~h;---------

Sent: Friday, March 31, 2017 6:04 PM
To: Clifford Greene <cliff@chgandassociates.com>
Cc: Silivos, Stash (NYC - X73533) <stosh.silivos@hklaw.com>; Geller, Mitchell J (NYC - X73483)
Subject: RE: 712807 /2016 KCM Realty Company, L.P-. - v. - New Ram Realty, LLC
March 31, 2017

Cliff,
As you are aware, the Preliminary Conference Order, dated February 28, 2017, requires as follows:
"Defendant shall serve its Response to Plaintiff's First Notice of Discovery and Inspection,
dated December 19, 2016, and produce responsive documents on March 28, 2017."
However, Defendant has not served its Response to Plaintiff's First Notice of Discovery and
Inspection, dated December 19, 2016 ("Plaintiff's First Document Request"), and to date has not
produced any responsive documents. Thus, Defenaant has failed to comply with the Preliminary
Conference Order. As you are well aware from Holland & Knight's January 18, 2017 e-mail, January
18, 2017 letter and subsequent e-mails, Defendant, pursuant to Plaintiff's First Document Request,
was originally required to produce responsive documents and electronically stored information ("ESI")
on January 9, 2017. Defendant continues to willfully ignore its discovery obligations.
We demand that Defendant immediately serve its Response and immediately produce the
documents and ESI requested by Plaintiff's First Document Request. Holland & Knight's
January 18, 2017 letter demonstrated that Defendant's failure to challenge Plaintiff's First Document
Request within the twenty day time period prescribed by CPLR 3122(a) "forecloses inquiry into the
propriety of the information sought except with regard to material that is privileged pursuant to CPLR
3101 or to requests that are palpably improper." See, e.g., Hunt v. Odd Job Trading, 44 A.D.3d 714,
715, 843 N.Y.S.2d 423, 424 (2d Dep't 2007).
Mitchell Geller
Partner
Phone 212.513.3483 I Fax 212.385.9010
Cell 917.836.9909

Plaintiff&#39;s First Notice of Discovery and Inspection

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FILED: QUEENS COUNTY CLERK 05/04/2017 01:07 PM INDEX NO.

SUPREME COURT OF THE STATE OF NEW YORK

KCM REALTY COMPANY, L.P.,

York 10019, on January 9, 2017 at 10:00 am.

DEFINITIONS AND INSTRUCTIONS

(whether visually, electronically, magnetically or otherwise) matter of whatever kind or nature or

information can be processed, transcribed or retrieved, whether originals, copies or drafts

not limited to: contracts, agreements, correspondence, telegrams, facsimiles, memoranda,

records, books, E-mails, summaries, transcripts or records of telephone conversations,

summaries or records of personal conversations or interviews, diaries~ statistical statements,

or sound reproductions. A document with handwritten, typewritten or other recorded notes,

there is no actual original or ribbon copy.

facts, inquiries, ideas or otherwise).

D. The term "relating" or "referring" means relating, referring to or in any way

E. 'And" or 11 or" shall mean and/or.

consultants, attorneys, representatives or other persons acting on its behalf.

consultants, attorneys, representatives or other persons acting on its behalf.

or other persons acting on their behalf.

consultants, attorneys, representatives or other persons acting on its behalf.

L. "Promesa" me~ns Promesa Housing Fund Development Corporation and shall

consultants, attorneys, representatives or other persons acting on its behalf.

managers, officers, directors, employees, partners, agents, consultants, attorney, representatives

or other persons acting on its behalf.

P. "Amended Complaint" means the Amended Complaint, dated November 26,

2016, served and filed in this action.

T. If any information or data is withheld because such information or data is stored

or places where such information is maintained.

U. Pursuant to CPLR 3122(c), documents shall be produced as they are maintained

V. Electronically stored information, such as e~mails and other data stored

electronically, must be produced in electronic form in an intelligible format as well as in hard

W. Pursuant to CPLR. 310l(h), Defendant shall promptly suppkment its document

production if it obtains or discovers further responsive documents after its production of

respond to each request as fully as possible.

2. Documents constituting, concerning or relating to communications and/or

to any of the following subjects:

(a) The Lease;

(b) A plan or proposal or consideration of a plan or proposal to

convert the existing Hotel on the Premises to a homeless shelter or

to house homeless persons;

(c) The draft Agreement dated June_, 2016 between New

Ram and Promesa, a copy of which is annexed as Exhibit 1 to the

Amended Complaint and New Ram's August 25, 2016 e-mail to

KCM Realty enclosing the draft Agreement dated June _, 2016,

(d) KCM Realty's August 25, 2016 letter to New Ram;

(e) KCM Realty's rejection of New Ram's plan or proposal to

convert the Hotel to a homeless shelter; and

(f) KCM Realty's rejection of New Ram's proposed sublease.

3. Documents constituting any agreement, proposed agreement or arrangement

4. Documents constituting, concemirig or relating to communications and/or

relating to any of the following subjects:

(a) using the Hotel to house homeless persons;

(b) converting the Hotel to a homeless shelter or to house

(c) the Lease, including the "use provision" or "use restriction"

at Article 5 and Section 35.8 of the Lease, and Section 12.l(a) of

the Lease relating to subletting the Premises or any part thereof;

(d) payment by DHS or the City to New Ram to house

homeless persons at the Hotel;

(e) the dispute underlying this action; and

(f) whether New Ram's use of the Hotel to house homeless

persons would or might affect any franchise agreement between

New Ram and Holiday Inn.

5. Documents constituting or reflecting the payment of monies by DRS or the City

6. Documents constituting any agreement, proposed agreement or arrangement

7. Documents constituting, concerning or relating to communications and/or

Plaintiff's First Notice of Discovery and Inspection

Plaintiff's First Notice of Discovery and Inspection