Contract analysis

1. Project Description The Project consists of the development, construction, and completion of an approximately 1,800,000-gross-square-foot mixed-use tower to be located at 450 West 34th Street, New York, New York 10001 (the "Project Site"), situated on Manhattan Block 729, Lots 1, 5, 12, and 15 on the Tax Map of the City of New York. The Project Site is held pursuant to a ninety-nine (99)-year ground lease from the

2. Defined Terms For purposes of this Engagement Letter, the following terms shall have the meanings set forth below: "Approved Budget" means the construction budget for the Project, approved by Agent and Mezz Lender as a condition to the closing of the Senior Loan and the Mezzanine Loan, as the same may be updated, amended, or supplemented from time to time with the prior written consent of the Lender Parties in acc

3. Scope of Services The Consultant shall provide the following services in connection with the Project: 3.1 Pre-Construction Review Within fifteen (15) business days following the date of this Engagement Letter, the Consultant shall review and deliver a comprehensive written report (the "Pre-Construction Report") to the Lender Parties addressing the following matters: (a) A detailed review and analysis of the GMP Co

4. Reporting Requirements 4.1 Monthly Construction Report The Consultant shall deliver a written Monthly Construction Report to Agent and Mezz Lender within five (5) business days following each monthly site inspection conducted pursuant to Section 3.2. Each Monthly Construction Report shall be in a format reasonably satisfactory to Agent and shall include the following components: (a) Executive Summary. A narrative

5. Fees and Expenses 5.1 Pre-Construction Review Fee As compensation for the pre-construction review services described in Section 3.1, the Consultant shall receive a flat fee of Forty-Five Thousand Dollars ($45,000), payable upon the Consultant's delivery of the Pre-Construction Report to the Lender Parties and the Borrower Parties. 5.2 Monthly Monitoring Fee As compensation for the ongoing construction monitoring s

6. Term and Termination 6.1 Term. This Engagement Letter shall become effective as of the date of its countersignature by the Consultant and shall continue in full force and effect until the earliest to occur of: (a) the delivery by the Consultant of the Final Completion Report in accordance with Section 3.7; (b) the termination of this Engagement Letter in accordance with this Section 6; or (c) the repayment in full

7. Indemnification 7.1 Consultant Indemnity The Consultant shall indemnify, defend, and hold harmless the Borrower Parties, Agent, Mezz Lender, and each of their respective officers, directors, members, managers, employees, agents, successors, and assigns (each, an "Indemnified Party") from and against any and all losses, claims, damages, liabilities, judgments, settlements, fines, penalties, costs, and expenses (inc

8. Limitation of Liability The Consultant's aggregate liability to the Borrower Parties, Agent, Mezz Lender, and all other Indemnified Parties under this Engagement Letter, whether arising in contract, tort (including negligence), strict liability, or otherwise, shall not exceed the greater of (a) Five Million Dollars ($5,000,000) and (b) the total fees actually paid or payable to the Consultant under this Engagement

9. Confidentiality The Consultant acknowledges that, in connection with the performance of its services under this Engagement Letter, it will receive and have access to non-public information regarding the Project, the Borrower Parties, the Lender Parties, and their respective affiliates, including, without limitation, financial data, construction costs and budgets, loan terms and conditions, tenant and leasing infor

10. Third-Party Reliance; Relationship of Parties 10.1 Reliance. The Consultant's reports, recommendations, analyses, and other work product prepared or delivered in connection with this Engagement Letter (collectively, "Work Product") are prepared for the sole and exclusive benefit of the Lender Parties and the Borrower Parties. No other person or entity shall be entitled to rely upon any Work Product without the pr

11. Insurance The Consultant shall procure and maintain throughout the term of this Engagement Letter, at its own cost and expense, the following insurance coverages with insurance carriers rated not less than "A-" (Excellent), Financial Size Category "VII" or better, by A.M. Best Company: (a) Commercial General Liability Insurance. Coverage on an occurrence form with limits of not less than Two Million Dollars ($2,0

12. Standard of Care The Consultant shall perform all services under this Engagement Letter in accordance with the professional standard of care applicable to construction consultants of similar experience, expertise, and qualifications performing similar services for projects of comparable scope, scale, and complexity in the New York metropolitan area. The Consultant shall exercise the degree of skill, care, and dil

13. Conflicts of Interest The Consultant represents and warrants that, as of the date hereof: (a) the Consultant has no financial interest, direct or indirect, in the Project, the Project Site, the Borrower Parties, the General Contractor, or any subcontractor, material supplier, or other party involved in the design or construction of the Project; (b) no officer, director, shareholder, or employee of the Consultant

14. Key Personnel Dr. Rajesh Banerjee, PE, Principal Engineer, shall serve as the lead consultant and primary point of contact for all services under this Engagement Letter. Dr. Banerjee shall have direct and personal involvement in all material aspects of the Consultant's services, including the conduct of site inspections, the review of Draw Requests, and the preparation and delivery of all reports to the Lender Pa

15. Notices All notices, requests, demands, consents, approvals, and other communications required or permitted to be given under this Engagement Letter shall be in writing and shall be deemed duly given and effective upon the earliest of: (a) actual receipt, if delivered by hand; (b) one (1) business day after deposit with a nationally recognized overnight courier service, charges prepaid, for delivery on the next b

16. Miscellaneous 16.1 Governing Law This Engagement Letter shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without regard to its conflicts of law principles that would require the application of the laws of any other jurisdiction. 16.2 Dispute Resolution Any dispute, controversy, or claim arising out of or relating to this Engagement Letter, or the breach, term