MEMORANDUM

MEMORANDUM
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
TO: Angela Fontaine, Partner; Cynthia Ho, Lead Associate — Calderwood & Harkness LLP
FROM: Grace Nakamura, Associate — Calderwood & Harkness LLP
DATE: March 18, 2026
RE: Violations and Compliance Search Results — 450 West 34th Street, New York, NY 10001 (Block 754, Lot 42, Borough of Manhattan)
MATTER NO.: 1026-00003
CLIENT: Briarwood Family Office LLC
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I. Purpose and Scope
This memorandum summarizes the results of building code violations and regulatory compliance searches conducted in connection with the due diligence investigation of the real property located at 450 West 34th Street, New York, NY 10001 (Block 754, Lot 42, Borough of Manhattan) (the "Property"), which Briarwood Family Office LLC ("Briarwood" or the "Client"), through its acquisition special purpose vehicle, BFO 450 West 34th LLC, a Delaware limited liability company to be formed (the "Buyer"), proposes to acquire from Meridian Gateway Holdings LLC ("Seller" or "Meridian") for a purchase price of One Hundred Twenty Million Dollars ($120,000,000) (the "Transaction").
In order to assess the regulatory posture of the Property and identify any outstanding compliance deficiencies that may affect valuation, title, insurability, or post-closing operations, we conducted comprehensive violations and compliance searches across the following New York City regulatory agencies:
(a) New York City Department of Buildings ("DOB");
(b) Environmental Control Board ("ECB"), now part of the Office of Administrative Trials and Hearings ("OATH");
(c) New York City Department of Housing Preservation and Development ("HPD"); and
(d) Fire Department of the City of New York ("FDNY").
This memorandum identifies all open violations, pending administrative actions, dismissed or resolved violations, conditions requiring remediation, and estimated financial exposure associated with outstanding compliance deficiencies. Based on these findings, the memorandum provides specific recommendations regarding Seller cure obligations, representations and warranties, escrow holdback provisions, and title clearance requirements that we recommend be incorporated into the Purchase and Sale Agreement (the "PSA") currently under negotiation.
The Property is a fourteen (14)-story mixed-use building (plus cellar), comprising approximately 186,400 gross square feet, originally constructed in 1928. The building underwent a substantial renovation during the period 2016–2020 pursuant to an approximately $14,200,000 capital improvement program. The current mixed-use composition of the Property is as follows:
•  Retail: Floors 1–2, approximately 28,600 rentable square feet;
•  Office: Floors 3–9, approximately 97,300 rentable square feet;
•  Residential (Rental): Floors 10–14, comprising 38 residential rental units, approximately 42,500 rentable square feet; and
•  Cellar Storage/Mechanical: Approximately 18,000 square feet.
The Property is located within a C6-4 zoning district. The current record owner is Meridian Gateway Holdings LLC, a New York limited liability company, whose Managing Member is Victor S. Papadopoulos and whose Co-Managing Member is Elena K. Rosenberg. The Property is currently managed by Atlas Urban Management Corp. ("Atlas Urban"), with Gerald Fitch serving as Senior Property Manager.
This memorandum should be read in conjunction with, and is supplemented by, the separate due diligence memoranda being prepared by this firm regarding title, survey, zoning, environmental, residential lease, and commercial lease matters. The memorandum is prepared solely for the use of Calderwood & Harkness LLP attorneys and the Client in connection with the Transaction and is protected by the attorney work product doctrine.
II. Search Methodology
A. Databases and Search Tools
The violations and compliance searches described in this memorandum were conducted utilizing the following publicly available databases, regulatory portals, and supplemental information request procedures:
1.  DOB Building Information System ("BIS") — Online public portal search conducted by Block 754, Lot 42 (Borough of Manhattan). BIS provides comprehensive information regarding permits, complaints, violations, and certificates of occupancy associated with the Property.
2.  DOB NOW Portal — Online permit and violation search platform, which supplements BIS with additional records regarding recently filed applications, inspections, and enforcement actions. Searches were conducted by both property address and Building Identification Number ("BIN").
3.  ECB/OATH Online Violation Search — Search conducted by property address (450 West 34th Street, New York, NY 10001) and by BIN 1086432. The OATH portal provides records of summonses issued, hearing schedules, dispositions, penalty amounts, and payment status.
4.  HPD Online — Violation search conducted by address and by building registration number. HPD Online provides detailed records of housing maintenance code violations by class (A, B, and C), including dates of issuance, unit-level detail, certification of correction status, and building registration information.
5.  FDNY Violation Records — Records were obtained through a combination of (a) the FDNY's online portal, to the extent violations records are publicly available, and (b) a Freedom of Information Law ("FOIL") request submitted to the FDNY on March 4, 2026, seeking all violation records, inspection reports, and enforcement actions pertaining to 450 West 34th Street. The FDNY acknowledged receipt of the FOIL request on March 7, 2026; responsive records were received on March 14, 2026.
B. Search Parameters
All searches were conducted on March 12, 2026, with supplemental FDNY records reviewed upon receipt on March 14, 2026. The search parameters encompassed all open and historical violations associated with Block 754, Lot 42, without limitation as to date range. Our analysis focused specifically on: (i) active and open violations requiring cure or remediation; (ii) unpaid fines, penalties, and default judgments; (iii) conditions that may constitute title encumbrances or liens; and (iv) conditions requiring physical remediation that may affect the Property's value, insurability, or operability.
The Building Identification Number for the Property has been confirmed as BIN 1086432. All searches across the DOB, ECB/OATH, and HPD portals returned consistent results under this BIN.
C. Limitations.  These searches supplement but do not replace a physical inspection of the Property. We note that Kensington Valuation Group Inc. ("Kensington"), Robert Huang, MAI, Lead Appraiser, is separately conducting a property inspection as part of the appraisal engagement commissioned by the Client in coordination with Pinnacle Federal Savings Bank (the "Lender"). We recommend that the physical inspection findings be cross-referenced against the open violation conditions identified herein to confirm whether conditions have been corrected in fact, even where correction has not been formally certified with the applicable agency.
Additionally, the searches described herein reflect records available as of the search date and may not capture violations issued, hearings scheduled, or dispositions entered after March 12, 2026. We recommend that updated searches be conducted immediately prior to the anticipated closing date of June 30, 2026, and that appropriate "bring-down" representations be included in the PSA.
III. Department of Buildings (DOB) — Violation Search Results
A. Summary of DOB Violation History
Our search of DOB records through BIS and DOB NOW identified a total of forty-seven (47) DOB violations historically issued against the Property at Block 754, Lot 42. This violation history spans from 1987 to the present, reflecting the building's approximately ninety-eight-year operational life and its periods of renovation activity.
Of the forty-seven historically issued violations:
•  Forty-one (41) violations have been resolved or dismissed, with all associated penalties paid in full and certificates of correction accepted by DOB where applicable;
•  Six (6) violations are currently open and require attention, as described in detail in Section III.B below.
The violation history breaks down by category as follows:
The concentration of construction-related violations corresponds primarily to the 2016–2020 capital improvement program, during which Meridian undertook extensive interior and exterior renovations. The majority of those construction-related violations were issued and resolved during 2017–2019.
B. Open DOB Violations
The six currently open DOB violations are discussed individually below, organized by category.
1. Façade / Local Law 11 (FISP) Violation.  
Violation Number: 034921-FISP-2024
Date Issued: September 17, 2024
Description: Façade Inspection Safety Program ("FISP") / Local Law 11 — The Cycle 9 façade inspection report for the Property was filed by Castellano Engineering Associates, P.C. (Raymond Castellano, P.E.) with DOB on August 29, 2024, designating the building exterior condition as "SWARMP" (Safe With a Repair and Maintenance Program). The SWARMP designation indicates that while the building's exterior walls and appurtenances do not present an immediate unsafe condition, specific deficiencies have been identified that require repair and maintenance within the timeframes prescribed by DOB rules.
Nature of Deficiency: The FISP report identifies the following specific conditions requiring remediation:
(a) Spalling masonry at the northeast and southeast corners of the building at the 11th through 13th floor levels, involving deterioration of the original 1928 brick and morite bed joints, with loss of face material exposing the substrate;
(b) Deteriorating terra cotta ornamental elements at the 14th floor cornice level on the west (34th Street) elevation, including cracking, delamination, and minor displacement of decorative terra cotta panels;
(c) Window lintel corrosion on the north and east elevations at the 8th through 12th floor levels, involving oxidation and section loss to structural steel lintels supporting window openings, with associated cracking and displacement of masonry above lintel bearing points; and
(d) Deteriorated sealant joints at approximately forty-five (45) window perimeters on the north and east elevations, predominantly at the 6th through 10th floor levels, permitting potential water infiltration.
Required Action: Pursuant to 1 RCNY § 103-04, the building owner is required to complete all repairs identified in the SWARMP report and file an amended subsequent report certifying that the identified conditions have been corrected. The DOB-prescribed deadline for completion of SWARMP repairs is February 21, 2026 (approximately 180 days from the date of the technical report supplement). As of the date of our search, no amended report or certification of correction had been filed, and the violation remains open. The DOB records indicate that the violation status has been upgraded to "overdue."
Estimated Cost of Cure: Seller has not yet provided formal repair cost estimates for the FISP-identified conditions. Based on our experience with comparable façade repair programs in Manhattan, and taking into account the scope of conditions described in the FISP report, we estimate the remediation cost to be in the range of $650,000 to $950,000, inclusive of scaffolding/swing stage access, materials, labor, and professional engineering oversight. We recommend that the Client request detailed repair estimates from Seller, and that the deal team coordinate with Atlas Urban Management Corp. (Gerald Fitch) to obtain records of prior façade repair work completed during the 2016–2020 renovation program to understand the scope and durability of earlier interventions.
Significance: This violation is of particular significance to the Transaction for several reasons. First, the Lender (Pinnacle Federal Savings Bank) is expected to require confirmation that the building exterior is in safe condition and that an adequate repair program is in place as a condition of mortgage loan commitment. Second, the Property's casualty insurance coverage (coordinated through Lockhart & Pryor Insurance Advisors LLC, Nadia Kowalski) may be affected by outstanding façade deficiencies, particularly if conditions deteriorate and the SWARMP designation is revised to "Unsafe." Third, given that the SWARMP repair deadline has already passed without remediation, DOB may issue additional enforcement actions, including Class 1 civil penalties and potential reclassification of the building's façade status. We strongly recommend that this item be designated as a mandatory Seller cure obligation in the PSA.
2. Elevator Violations.  
Violation Number (1): ELV-2025-00187
Date Issued: January 22, 2025
Description: Periodic elevator inspection deficiency — Passenger Elevator No. 2 (DOB Device ID 8K3291). A Category 1 periodic inspection conducted by Empire Elevator Inspection Services, Inc. on January 15, 2025, identified the following deficiency: emergency lighting within the elevator cab failed to activate during simulated power interruption testing, in violation of ASME A17.1, Section 2.27.1.1.5 and NYC Building Code § 3001.2.
Nature: This deficiency is classified as a minor Category 1 inspection deficiency. Emergency cab lighting is a life-safety component; however, the deficiency relates to a single lamp assembly and does not indicate a systemic failure of the elevator's emergency power supply or operational safety systems.
Required Action: Correction of the deficient condition and scheduling of a re-inspection by a DOB-approved elevator inspection agency. The building owner is required to certify correction within sixty (60) days of the inspection date (i.e., by March 23, 2025). As of the date of our search, no certificate of correction has been filed.
Status: Atlas Urban Management Corp. has represented to Seller's counsel that the emergency lighting component was replaced in February 2025; however, the re-inspection has not been completed and the violation remains open in DOB records. We recommend that Seller be required to complete the re-inspection and file the certificate of correction prior to closing.
Violation Number (2): ELV-2025-00344
Date Issued: February 28, 2025
Description: Periodic elevator inspection deficiency — Freight Elevator No. 1 (DOB Device ID 8K3289). A Category 5 (five-year) safety test conducted by Empire Elevator Inspection Services, Inc. on February 19, 2025, identified the following deficiency: required safety test informational signage (load capacity placard and last inspection certificate) was not conspicuously posted within the freight elevator cab as required by NYC Building Code § 3001.3 and Administrative Code § 28-304.6.1.
Nature: This deficiency is classified as an administrative/minor deficiency. The absence of the required signage does not indicate a mechanical or structural deficiency with the freight elevator but constitutes a technical violation of the Building Code's elevator posting requirements.
Required Action: Installation of the required signage and certification of correction with DOB.
Status: No certificate of correction has been filed as of the search date. This is a straightforward corrective action that should be completed at minimal cost (estimated under $500).
3. Work Without Permit Violation.  
Violation Number: 035117-CSTR-2023
Date Issued: July 14, 2023
Description: Work without permit — During a routine DOB inspection on July 10, 2023 (initiated in response to a complaint filed under DOB Complaint No. 6281442), the inspector observed that interior partition walls on the 5th floor had been reconfigured to create two additional private offices within a previously open-plan office suite (Unit 5B, approximately 4,200 SF) without an approved DOB alteration permit. The modification involved the construction of gypsum board partitions on metal stud framing, installation of two new electrical circuits, and relocation of an HVAC supply diffuser. The work was determined to have been performed without an Alt-2 or Alt-3 permit as required by NYC Building Code § 28-105.1.
Nature: The work appears to have been minor in scope, involving non-structural interior partitioning within an existing office occupancy. No structural modifications, changes to fire-rated assemblies, or alterations to means of egress were observed. The DOB inspector classified the violation as a Class 2 violation (conditions or activities not imminently dangerous to life or safety but requiring correction).
Required Action: Filing of an after-the-fact alteration application (Alt-2 or Alt-3), including architectural plans, and completion of all required inspections. A civil penalty has been assessed in the amount of $10,000 (standard penalty for work without permit under Administrative Code § 28-202.1, first offense for a Class 2 violation). As of the search date, the penalty has been paid, but the after-the-fact permit application has not been filed, and the violation remains open until the work is legalized.
Status: DOB records indicate that the $10,000 penalty was paid on September 8, 2023. However, no Alt-2 or Alt-3 application has been filed. We note that legalization of this work is a prerequisite to clearing the violation and is relevant to the accuracy of the building's floor plans and Certificate of Occupancy. We recommend that Seller be required to file the after-the-fact permit application, complete all required inspections, and obtain DOB sign-off prior to or promptly after closing, with an appropriate escrow holdback to ensure completion.
4. General Building Code Violations.  
Violation Number (1): 035892-GBC-2025
Date Issued: January 7, 2025
Description: Failure to maintain required illumination in the cellar-level corridor connecting the mechanical room to the south stairway, in violation of NYC Building Code § 1006.1 (means of egress illumination). A DOB inspection conducted on January 3, 2025, found that two of the four fluorescent light fixtures in the cellar corridor were inoperative, reducing illumination below the minimum 1 foot-candle requirement at floor level.
Nature: This is a life-safety related deficiency affecting means of egress illumination in the cellar. While the cellar is not a regularly occupied space, it serves as a secondary egress path from the mechanical room and storage areas.
Required Action: Replacement or repair of inoperative light fixtures and certification of correction with DOB. Estimated cost of cure is under $1,000 for fixture replacement. The violation carries a potential civil penalty of up to $5,000 for failure to timely correct.
Status: No certificate of correction has been filed. This is a straightforward maintenance item that should be addressed promptly.
Violation Number (2): 035901-GBC-2025
Date Issued: January 7, 2025
Description: Failure to maintain self-closing mechanism on the door between the cellar-level storage area and the south stairway enclosure, in violation of NYC Building Code § 716.5.3 (fire door assemblies). The same DOB inspection on January 3, 2025, found that the self-closing device (door closer) on the rated fire door (1.5-hour rated HM door and frame assembly) between the cellar storage area and Stairway B was broken, allowing the door to remain in an open position.
Nature: This is a life-safety deficiency. Fire-rated stairway enclosure doors are required to be self-closing to maintain compartmentalization in the event of fire. A non-functioning self-closing device compromises the fire resistance rating of the stairway enclosure.
Required Action: Replacement of the self-closing device and certification of correction with DOB. Estimated cost of cure is approximately $300–$800 for hardware replacement and installation. The violation carries a potential civil penalty of up to $5,000.
Status: No certificate of correction has been filed. We recommend that this item be corrected immediately and that it be classified as a mandatory Seller cure obligation in the PSA given its life-safety implications.
C. Resolved / Dismissed DOB Violations
Of the forty-one (41) historically resolved DOB violations, our review confirms the following:
•  All penalties associated with resolved violations have been paid in full. No outstanding balances or payment plans remain active in DOB records.
•  Certificates of correction were filed and accepted by DOB for all violations requiring physical remediation, and no pending re-inspection requirements exist for resolved violations.
•  Three (3) violations were dismissed on procedural grounds (two dismissed due to DOB inspector failure to appear at hearing; one dismissed based on successful challenge to the violation's factual basis). We note that violations dismissed on procedural grounds may theoretically be re-issued if the underlying conditions persist; however, given that these dismissals occurred in 2009, 2014, and 2018, respectively, and relate to conditions that appear to have been addressed during the 2016–2020 renovation, we assess the risk of re-issuance as low.
D. Active Permits and Certificate of Occupancy
Certificate of Occupancy: DOB records reflect that a Final Certificate of Occupancy ("C of O") was issued for the Property on November 19, 2020, under C of O Number CO-2020-01178, following completion of the 2016–2020 capital improvement program. The C of O reflects the current mixed-use configuration of the building, including:
•  Use Group 6 (Retail) — Floors 1–2
•  Use Group 6 (Office/Business) — Floors 3–9
•  Use Group 2 (Residential) — Floors 10–14
•  Use Group 16 (Accessory Storage/Mechanical) — Cellar
The C of O is consistent with the building's current use and the C6-4 zoning district classification. We recommend that the Client's zoning counsel at Halcyon Planning Associates LLC (Mark Espinoza, AICP) confirm that all uses reflected in the C of O conform to the applicable zoning use regulations, bulk requirements, and any applicable special district or landmark overlay provisions.
Active Permits: Our search identified two (2) active alteration permits:
(a) Alt-2 Application No. 320824712 — Filed October 3, 2024, for interior renovation of retail space on the 1st floor (Unit 1A, approximately 6,800 SF) in connection with the buildout for an incoming retail tenant (Cobalt & Brightmoor Systems Outfitters, LLC). The permit status is "Approved" with work "In Progress." DOB records indicate that the first progress inspection was completed on December 12, 2024, and that no violations were issued during inspection. This permit should be monitored through the closing process; the Client should confirm that all required inspections are completed and that DOB issues final sign-off on the permitted work prior to or promptly after closing.
(b) Alt-3 Application No. 320831556 — Filed January 14, 2025, for replacement of the building's main domestic hot water recirculation pump in the cellar mechanical room. The permit status is "Approved" with work status listed as "Permit Issued — Not Yet Started." This is a routine mechanical permit and is not expected to present compliance issues.
We confirmed that no expired alteration permits remain open without final sign-off, other than the work-without-permit issue described in Section III.B.3 above. All alteration permits associated with the 2016–2020 renovation program received final inspection and sign-off between 2019 and 2020.
IV. Environmental Control Board (ECB/OATH) — Violation Search Results
A. Summary of ECB Violation History
Our search of the ECB/OATH online violation database identified a total of twenty-three (23) ECB summonses historically issued in connection with the Property at Block 754, Lot 42. The summonses were issued over a period from 2001 to the present and name the following respondents:
Of the twenty-three summonses, nineteen (19) have been fully resolved (either dismissed, paid in full, or otherwise disposed of), and four (4) remain open as described below.
B. Open ECB Violations
1. Construction-Related ECB Summonses.  
Summons Number: ECB-2018-047291
Date Issued: April 23, 2018
Respondent: Meridian Gateway Holdings LLC
Description: Failure to maintain a construction fence in accordance with DOB-approved drawings during active renovation work on the 1st floor retail space. Specifically, the construction fence along the 34th Street sidewalk frontage was observed to have an unsecured opening of approximately four (4) feet, in violation of NYC Building Code § 3307.6.1 and Administrative Code § 28-105.1.
Penalty Assessed: $4,000
Status: A hearing was held on June 14, 2018, at which the violation was sustained and the penalty of $4,000 was confirmed. ECB/OATH records indicate that the penalty has not been paid as of the search date. The judgment has been docketed, and interest has accrued. The current outstanding balance, inclusive of interest, is approximately $5,320.
Summons Number: ECB-2019-011837
Date Issued: February 7, 2019
Respondent: Atlas Urban Management Corp.
Description: Failure to maintain a sidewalk shed in a safe condition during construction operations. Specifically, the protective overhead sidewalk shed on the north (34th Street) elevation was observed to have a damaged plywood deck panel (approximately 3' x 4' section cracked and partially displaced), in violation of NYC Building Code § 3307.6.5.
Penalty Assessed: $2,500
Status: A hearing was held on April 10, 2019, at which the violation was sustained and the penalty of $2,500 was confirmed. ECB/OATH records indicate that $1,250 has been paid, with a remaining balance of $1,250 still outstanding. No payment plan is currently active.
2. Quality of Life / Administrative Code Violations.  
Summons Number: ECB-2024-083421
Date Issued: August 15, 2024
Respondent: Meridian Gateway Holdings LLC
Description: Failure to maintain required building identification signage (street address numerals) in a conspicuous location at the main entrance, in violation of Administrative Code § 3-505(a). The property's street number was obscured by a temporary construction barricade associated with the 1st floor retail buildout.
Penalty Assessed: $500 (standard first-offense penalty)
Status: A hearing is scheduled for April 8, 2026. No disposition has been entered. The respondent has not submitted an answer or stipulation.
Summons Number: ECB-2025-002917
Date Issued: January 11, 2025
Respondent: Meridian Gateway Holdings LLC
Description: Failure to maintain the sidewalk abutting the Property in a safe and passable condition, specifically failure to remove ice and snow within the time periods required by Administrative Code § 16-123. An inspection on January 10, 2025 (following a snowfall event on January 8, 2025), found that approximately thirty (30) linear feet of the sidewalk on the 34th Street frontage had not been cleared of ice.
Penalty Assessed: $250 (standard penalty for first offense — residential building frontage)
Status: A hearing is scheduled for May 6, 2026. No disposition has been entered.
C. Outstanding ECB Penalties / Judgments
Based on the foregoing, the total outstanding ECB fines and penalties are as follows:
Of critical significance, ECB-2018-047291 resulted in a default judgment that has been entered and docketed with the New York City Department of Finance. Under Administrative Code § 28-202.1 and NYC Rules, ECB judgments that remain unpaid constitute enforceable liens against the Property and will appear on the title search. We have coordinated with Granite State Title Insurance Company (Martin Clearfield, Title Officer) to confirm whether this judgment appears as an exception on the preliminary title report, and we anticipate that it will need to be satisfied as a condition of title clearance.
Recommendation: All outstanding ECB penalties and judgments must be paid or resolved by Seller prior to or at closing. The aggregate outstanding amount of $7,320 should be reflected as a title clearance requirement in the PSA, and Seller should be obligated to deliver evidence of payment to the title company prior to the closing date. The two pending hearings (ECB-2024-083421 and ECB-2025-002917) should be resolved or, at minimum, appropriate escrow reserves should be established for the potential penalties.
D. Resolved ECB Matters
Of the nineteen (19) resolved ECB summonses, our review confirms that:
•  Eleven (11) summonses resulted in penalties that were assessed and paid in full.
•  Five (5) summonses were dismissed following hearings (three on the merits, two on procedural/jurisdictional grounds).
•  Three (3) summonses were resolved through stipulation agreements in which the respondent agreed to corrective action and reduced penalties, all of which have been fully satisfied.
•  No outstanding payment balances or unsatisfied stipulation obligations exist with respect to any resolved ECB matters.
V. Housing Preservation and Development (HPD) — Violation Search Results
A. Relevance.  HPD exercises jurisdiction over the residential portions of the Property, specifically the thirty-eight (38) residential rental units located on Floors 10–14, comprising approximately 42,500 rentable square feet. Based on the current rent roll provided by Seller, the annualized gross rental income from the residential units is approximately $1,836,000 (an average of approximately $4,026 per unit per month). Given the significance of the residential component to the Property's income stream and the Transaction's underwriting, any outstanding HPD violations are material to the Client's due diligence assessment.
HPD Building Registration: HPD records confirm that a current building registration is on file for the Property under Registration Number 354876. The registration reflects the correct owner information (Meridian Gateway Holdings LLC, Victor S. Papadopoulos, Managing Member) and the correct managing agent (Atlas Urban Management Corp., Gerald Fitch, Senior Property Manager). The most recent annual registration statement was filed on August 22, 2025 and is current through August 31, 2026. The registration is in compliance with Multiple Dwelling Law ("MDL") § 325 and Administrative Code § 27-2097.
B. Summary of HPD Violation History
HPD records reflect a total of sixty-one (61) violations historically issued against the Property's residential units and common areas. The violation history spans from 2015 (when Meridian completed the conversion of Floors 10–14 to residential use as part of the capital improvement program) to the present.
The violations break down by class as follows:
Nine (9) HPD violations are currently open, representing a mix of Class A, B, and C conditions. These are discussed in detail below.
C. Open HPD Violations
1. Class C (Immediately Hazardous) Violations.  
Violation Number (1): HPD-2025-063481
Date Issued: February 3, 2025
Location: Unit 12-D (1-bedroom unit, Floor 12)
Description: Defective carbon monoxide detector in the living room/kitchen area. An HPD inspection conducted on January 30, 2025 (in response to a tenant complaint filed under HPD Complaint No. 9247183), found that the required hardwired combination smoke/carbon monoxide detector in the living room area adjacent to the kitchen was non-functional (unit failed to respond to test activation). The unit is powered by the building's fire alarm system circuit. This condition violates NYC Administrative Code § 27-2045 and Local Law 7 of 2016 regarding carbon monoxide detector requirements.
Required Cure Period: Twenty-four (24) hours from the date of violation issuance (i.e., cure was required by February 4, 2025).
Status: Atlas Urban Management Corp. has represented to Seller's counsel that the detector was replaced on February 5, 2025 (one day past the cure deadline). However, no certification of correction has been filed with HPD, and the violation remains open in HPD records. Under HPD rules, correction of a Class C violation must be certified by filing an electronic certification through HPD Online or by submitting a paper certification of correction with supporting documentation. Until certification is filed and accepted, the violation remains active.
Significance: Outstanding Class C violations relating to life-safety equipment (smoke and CO detectors) are material to the Transaction and present potential liability exposure under the Housing Maintenance Code. We recommend that this violation be designated as a mandatory Seller cure obligation, requiring both physical correction (which has reportedly occurred) and filing and acceptance of the certification of correction prior to closing.
Violation Number (2): HPD-2025-068912
Date Issued: February 26, 2025
Location: Common area — 11th floor corridor (residential hallway serving Units 11-A through 11-F)
Description: Window guard deficiency — The HPD inspector observed that the corridor window at the east end of the 11th floor residential hallway was not equipped with an approved window guard, despite the window being openable and the sill height being below forty-two (42) inches above finished floor level. This condition violates NYC Administrative Code § 27-2043.1 and Health Code § 131.15 (window guard requirements in multiple dwellings).
Required Cure Period: Twenty-four (24) hours from the date of violation issuance.
Status: No certification of correction has been filed. The violation remains open. Window guard installation is a relatively low-cost remediation (estimated $150–$300 per window), but failure to cure a Class C window guard violation can result in civil penalties of up to $1,000 per violation and potential criminal liability under the Health Code.
2. Class B (Hazardous) Violations.  
Violation Number (1): HPD-2024-289716
Date Issued: November 14, 2024
Location: Unit 10-B (2-bedroom unit, Floor 10)
Description: Active water leak from the ceiling of the bedroom, originating from a defective waste line serving the bathroom of Unit 11-B (directly above). The leak has caused visible water staining and minor deterioration of the ceiling gypsum board over an area of approximately three (3) square feet. This condition violates NYC Administrative Code § 27-2005 (duty to maintain in good repair) and § 27-2013 (duty to keep premises free from conditions dangerous to life and health).
Required Cure Period: Thirty (30) days from the date of violation issuance (i.e., cure was required by December 14, 2024).
Status: No certification of correction has been filed. Atlas Urban records provided informally to Seller's counsel indicate that a plumber was dispatched on November 20, 2024, and reportedly repaired the waste line connection, but the ceiling was not restored. The failure to file a certificate of correction and to complete the ceiling repair means this violation remains open.
Violation Number (2): HPD-2025-054219
Date Issued: January 17, 2025
Location: Unit 13-A (studio unit, Floor 13)
Description: Peeling paint in the bathroom (non-lead context — see Section V.D below regarding lead paint compliance). The HPD inspector observed peeling and flaking paint on the bathroom ceiling above the bathtub/shower area, covering an area of approximately four (4) square feet. This condition violates NYC Administrative Code § 27-2013 and § 27-2005.
Required Cure Period: Thirty (30) days.
Status: No certification of correction has been filed. The violation remains open.
Violation Number (3): HPD-2025-071344
Date Issued: March 5, 2025
Location: Common area — Cellar-level residential storage corridor
Description: Inadequate lighting in the cellar-level corridor providing access to residential tenant storage cages. The HPD inspector found that two overhead light fixtures were inoperative, reducing illumination below minimum requirements under Administrative Code § 27-2039 (lighting of public parts of multiple dwellings).
Required Cure Period: Thirty (30) days.
Status: This violation was issued six (6) days before the date of our search. The cure deadline is April 4, 2025. No corrective action has been certified. We note that this condition overlaps with the DOB general building code violation described in Section III.B.4 above (Violation No. 035892-GBC-2025), which addresses cellar corridor illumination deficiencies observed during a DOB inspection on January 3, 2025. The existence of parallel violations from two agencies for the same or similar condition underscores the need for prompt remediation.
3. Class A (Non-Hazardous) Violations.  
Violation Number (1): HPD-2024-251883
Date Issued: September 26, 2024
Location: Unit 10-E (1-bedroom unit, Floor 10)
Description: Missing apartment number designation on the unit entrance door. The unit door was not equipped with the required apartment number (letter or numeral), in violation of Administrative Code § 27-2014.
Required Cure Period: Ninety (90) days.
Status: No certification of correction has been filed. The cure deadline was December 25, 2024, and the violation is overdue. This is a minimal-cost corrective item (estimated under $50).
Violation Number (2): HPD-2024-267190
Date Issued: October 18, 2024
Location: Unit 14-C (1-bedroom unit, Floor 14)
Description: Cracked ceramic wall tile in the kitchen above the countertop backsplash area (approximately 2 tiles, each 4" x 4"), in violation of Administrative Code § 27-2005.
Required Cure Period: Ninety (90) days (cure deadline January 16, 2025).
Status: No certification of correction has been filed. Overdue.
Violation Number (3): HPD-2025-049817
Date Issued: January 8, 2025
Location: Common area — 12th floor residential corridor
Description: Minor crack in corridor wall plaster (approximately 18 inches in length, non-structural) near the elevator bank, in violation of Administrative Code § 27-2005.
Required Cure Period: Ninety (90) days (cure deadline April 8, 2025).
Status: No certification of correction has been filed. Cure deadline has not yet expired.
Violation Number (4): HPD-2025-058743
Date Issued: January 24, 2025
Location: Unit 11-A (2-bedroom unit, Floor 11)
Description: Defective door lock hardware — the entrance door deadbolt lock to the unit was observed to be stiff and difficult to operate, in violation of Administrative Code § 27-2004(a)(8) (duty to maintain locks in good working order).
Required Cure Period: Ninety (90) days (cure deadline April 24, 2025).
Status: No certification of correction has been filed. Cure deadline has not yet expired.
D. Lead Paint Compliance (Local Law 1 / Local Law 31)
The Property was originally constructed in 1928, which predates the 1978 federal ban on lead-based paint in residential use. Accordingly, lead-based paint is presumed to be present in the residential portions of the building, particularly in units that retain original or pre-1978 paint layers, unless testing demonstrates otherwise.
Pursuant to NYC Local Law 1 of 2004 (as amended by Local Law 31 of 2020), the building owner is obligated to:
(a) Investigate and identify lead-based paint hazards in dwelling units where a child under six (6) years of age resides, upon turnover of any unit, and upon receipt of a complaint regarding a deteriorated painted surface;
(b) Conduct annual visual assessments of painted surfaces in dwelling units for conditions of peeling, chipping, or deteriorating paint, and remediate any such conditions using lead-safe work practices;
(c) Engage in XRF (X-ray fluorescence) testing of painted surfaces upon turnover of units and as part of the annual survey process, or presume that paint is lead-based paint and treat accordingly; and
(d) Maintain records of all lead paint inspections, testing, remediation, and tenant notifications.
We have requested from Seller's counsel (Rebecca Tran, Hargrove, Pettigrew & Sloane LLP) copies of all lead paint inspection records, XRF testing reports, annual survey forms (HPD Form LL1-2), and tenant notification letters maintained by Meridian and Atlas Urban. As of the date of this memorandum, these records have not yet been produced. We strongly recommend that the Client condition closing on receipt and satisfactory review of complete lead paint compliance records.
We note that the peeling paint condition identified in HPD Violation No. HPD-2025-054219 (Unit 13-A, bathroom ceiling) may implicate lead paint obligations if the affected surface contains lead-based paint. Although the HPD violation description characterizes the condition as occurring in a "non-lead context," this designation should be confirmed through review of XRF testing records for Unit 13-A.
Lead paint compliance matters should be cross-referenced with the environmental due diligence memorandum being prepared in connection with the Transaction by Whitmore Environmental Sciences LLC (Dr. Samantha Reeves, Principal Scientist).
E. HPD Registration and Multiple Dwelling Law Compliance
As noted in Section V.A above, the Property's HPD building registration is current and reflects accurate owner and managing agent information. The building is classified under the Multiple Dwelling Law as a Class A multiple dwelling with respect to the residential portion (Floors 10–14), which is the correct classification for permanent residential occupancy.
We have confirmed that annual property registration statements have been filed consistently since 2015, with the most recent filing on August 22, 2025. No delinquent registration fees or penalties are outstanding. The registration is in compliance with MDL § 325 and Administrative Code § 27-2097 through § 27-2099.
VI. Fire Department (FDNY) — Violation Search Results
A. Summary of FDNY Compliance
Our review of FDNY violation records, obtained through FOIL request and available online resources, yielded the following findings:
Fire Safety and Evacuation Plan ("FSEP"): FDNY records confirm that a current Fire Safety and Evacuation Plan is on file for the Property, approved on March 8, 2024, under FSEP Approval Number FP-2024-07319. The FSEP addresses the building's mixed-use occupancy configuration (retail, office, and residential) and identifies the required staffing of fire safety personnel, including a designated Fire Safety Director. The FSEP is valid through March 8, 2027, subject to amendment in the event of material changes to the building's occupancy, layout, or fire protection systems.
Sprinkler and Standpipe Inspections: Pursuant to Local Law 26 of 2004 and Local Law 58 of 2009, the building's sprinkler and standpipe systems are subject to periodic testing and inspection by a licensed master plumber. FDNY records indicate that the most recent five-year sprinkler system flow test was completed on June 14, 2023, and the most recent annual standpipe pressure test was completed on September 22, 2025. Both tests were performed by Guardian Fire Protection Corp. and were accepted by FDNY. The next five-year sprinkler flow test is due by June 14, 2028.
B. Open FDNY Violations
Our search identified three (3) open FDNY violations:
Violation Number (1): FDNY-2024-VN-085731
Date Issued: October 2, 2024
Description: Failure to maintain required exit signage in the 6th floor office corridor. An FDNY inspection conducted on September 27, 2024, found that the illuminated exit sign above the door to Stairway A on the 6th floor was inoperative (lamp burned out). This condition violates NYC Fire Code § 1013.3 (exit sign illumination and maintenance).
Required Action: Replacement of the exit sign lamp or entire exit sign assembly, followed by notification to FDNY.
Status: No correction has been certified. This is a minor maintenance item (estimated cost under $200) but has life-safety implications as it affects wayfinding in the event of an emergency evacuation.
Violation Number (2): FDNY-2025-VN-003912
Date Issued: January 15, 2025
Description: Failure to conduct and document the required monthly fire alarm system testing for the months of October and November 2024. NYC Fire Code § 901.6 and FDNY Rules require that the building's fire alarm system be tested monthly and that records of such testing be maintained on the premises and available for inspection.
Required Action: Completion of all delinquent testing, documentation of test results, and submission of compliance records to FDNY.
Status: No compliance records have been submitted to FDNY as of the search date. Atlas Urban Management Corp. has informally represented that testing was performed but documentation was not properly maintained. This violation raises concerns about the adequacy of Atlas Urban's fire safety record-keeping practices.
Violation Number (3): FDNY-2025-VN-006488
Date Issued: February 5, 2025
Description: Failure to maintain required fire extinguisher inspection tags in the cellar mechanical room and the 2nd floor retail corridor. FDNY inspection found that portable fire extinguishers in these locations did not bear current annual inspection tags from a licensed fire extinguisher maintenance company, as required by NYC Fire Code § 906.2 and NFPA 10, § 7.2.1.2. The extinguishers themselves appeared to be functional but lacked documentation of inspection within the preceding twelve (12) months.
Required Action: Arrange for licensed inspection and tagging of all portable fire extinguishers; submit proof of compliance to FDNY.
Status: No compliance records have been submitted. Estimated cost for inspection and retagging of all building fire extinguishers is approximately $500–$1,000.
C. Certificate of Fitness Requirements
FDNY regulations require that designated building personnel hold current FDNY Certificates of Fitness ("CoF") for certain fire protection and safety responsibilities. For a building of this type and configuration, the following Certificates of Fitness are required:
(a) S-95 — Fire Alarm System Supervision (required for the individual responsible for supervising and monitoring the building's fire alarm system);
(b) S-12/S-13 — Standpipe and/or Sprinkler System oversight (required for the person in charge of maintaining standpipe and sprinkler systems);
(c) P-35 — Citywide Fire Guard (if applicable, for providing fire watch during any periods when the fire alarm or sprinkler system is out of service); and
(d) C-92 — Fuel Oil Burner Equipment (if the building utilizes a fuel oil storage and burner system for heating, which is likely given the building's 1928 construction and mechanical plant).
We have requested from Atlas Urban Management Corp. (Gerald Fitch) confirmation of all currently held Certificates of Fitness, including the names and certificate numbers of certified personnel. As of the date of this memorandum, Atlas Urban has provided a list identifying two building staff members holding S-95 and C-92 certificates, but has not provided documentation for the S-12/S-13 or P-35 certificates. We recommend that this documentation be obtained and verified prior to closing, and that the PSA include a Seller representation regarding compliance with all FDNY Certificate of Fitness requirements.
D. Resolved FDNY Violations
FDNY records reflect five (5) historically issued violations that have been resolved and closed, all relating to conditions identified and corrected during the 2016–2020 renovation period. These violations addressed conditions including temporary fire alarm system deactivation during construction (with appropriate fire watch procedures), obstruction of a fire department access corridor during construction staging, and deferred replacement of outdated fire alarm notification appliances. All five violations were resolved through compliance and formal sign-off by FDNY, with no outstanding penalties or corrective obligations.
VII. Aggregate Summary of Open Violations
A. Summary Table
The following table consolidates all open violations identified across the four regulatory agencies:
B. Total Estimated Financial Exposure
The aggregate financial exposure associated with open violations across all four agencies is summarized as follows:
Outstanding Fines and Penalties (ECB and Other):
•  ECB outstanding judgments and pending penalties: $7,320
•  Potential DOB civil penalties (if violations are not timely cured): $10,000–$20,000 (estimated range based on standard penalty schedules for the categories of open DOB violations)
•  Potential FDNY penalties (if violations are not timely cured): $2,500–$7,500 (estimated)
•  Aggregate outstanding and potential fines/penalties: approximately $19,820–$34,820
Estimated Physical Remediation Costs:
•  Façade / Local Law 11 SWARMP repairs: $650,000–$950,000
•  Work-without-permit legalization (5th floor, after-the-fact permit, plans, inspections): $5,000–$15,000
•  HPD violation remediation (all classes, physical cure): $3,000–$5,500
•  DOB general building code corrections (cellar lighting, fire door closer): $1,000–$2,000
•  Elevator violation corrections (re-inspection, signage): $500–$1,000
•  FDNY violation corrections (exit sign, fire extinguisher inspection, documentation): $1,000–$3,500
•  Aggregate estimated physical remediation costs: approximately $660,500–$977,000
Total Estimated Financial Exposure: approximately $680,320–$1,011,820
We note that the façade remediation cost represents the overwhelming majority of this exposure. Excluding the façade item, the remaining open violations carry an aggregate estimated cost of approximately $30,000–$62,000.
These amounts should be factored into the closing proration analysis and potentially into purchase price adjustments. We recommend coordinating with Edgemont Nash & Co. LLP (Laura Siddiqui, CPA) regarding the appropriate financial treatment of these costs in the Transaction's closing statement and pro forma underwriting.
VIII. Recommendations for Purchase and Sale Agreement
Based on the violations and compliance search results described in this memorandum, we recommend that the following provisions be incorporated into the Purchase and Sale Agreement being negotiated with Seller's counsel (Rebecca Tran, Hargrove, Pettigrew & Sloane LLP).
A. Seller Cure Obligations — Pre-Closing
The PSA should require Meridian Gateway Holdings LLC to cure (or escrow for the cure of) all open violations classified as follows, on or before the closing date:
(a) HPD Class C (Immediately Hazardous) violations — Mandatory cure and filing of certifications of correction prior to closing. These violations (HPD-2025-063481 and HPD-2025-068912) involve life-safety conditions (defective CO detector and missing window guard) for which the Housing Maintenance Code requires correction within twenty-four (24) hours. The continued existence of uncured Class C violations is inconsistent with Seller's representations of compliant building operations and presents potential civil and criminal liability exposure.
(b) HPD Class B (Hazardous) violations — Cure or escrow for cure. Three open Class B violations (HPD-2024-289716, HPD-2025-054219, HPD-2025-071344) require physical remediation and filing of certifications of correction. If Seller demonstrates that cure is impracticable prior to the closing date, an escrow holdback at 150% of estimated cure cost should be required.
(c) DOB violations constituting life-safety hazards — The façade/FISP violation (034921-FISP-2024) and the cellar fire door self-closer violation (035901-GBC-2025) must be addressed prior to closing. For the façade violation, given the magnitude of the remediation cost and the time required for scaffolding, engineering oversight, and physical repair, we recognize that full cure prior to the June 30, 2026 closing date may not be practicable. Accordingly, we recommend that Seller be required to (i) engage a DOB-licensed façade repair contractor and Professional Engineer, (ii) obtain all necessary DOB permits for the repair work, (iii) commence repair work prior to closing, and (iv) escrow 150% of the estimated repair cost from Seller's proceeds. For the fire door violation and cellar lighting violations, full cure should be achievable and should be mandatory prior to closing.
(d) Elevator violations — Both open elevator violations (ELV-2025-00187 and ELV-2025-00344) are minor in nature and should be corrected and certified prior to closing.
(e) FDNY violations affecting fire suppression, egress, or emergency systems — All three open FDNY violations should be cured prior to closing, including resolution of the fire alarm testing documentation gap, repair of the inoperative exit sign, and completion of fire extinguisher inspections.
(f) All ECB violations with outstanding fines or default judgments — The ECB default judgment (ECB-2018-047291, $5,320) and partial judgment (ECB-2019-011837, $1,250) must be paid in full prior to closing to clear title encumbrances and prevent the recording of additional liens. The two pending ECB hearings (ECB-2024-083421 and ECB-2025-002917) should be resolved by Seller or, at minimum, funds should be escrowed for the maximum potential penalties.
B. Seller Representations and Warranties
The PSA should include the following Seller representations and warranties, to be true and correct as of the PSA execution date and reaffirmed as of the closing date:
(a) Seller has disclosed all known violations and pending administrative proceedings affecting the Property and has not received any notice of violation, summons, order, or directive from any governmental authority that has not been disclosed to Buyer;
(b) No additional violation notices have been received by Seller, its managing agent, or any person or entity acting on Seller's behalf that have not been disclosed to Buyer in writing;
(c) All violations that have been certified as corrected were in fact corrected in accordance with applicable codes, and no certification of correction was filed containing any materially false or misleading information;
(d) The building is in material compliance with all applicable building codes (including the NYC Building Code and Construction Codes), the Housing Maintenance Code, the Multiple Dwelling Law, the NYC Fire Code, and all rules and regulations promulgated thereunder, as of the closing date, except as otherwise disclosed in the violations schedule annexed to the PSA; and
(e) Seller has maintained, and will deliver to Buyer at closing, complete records of all violation notices, certificates of correction, inspection reports, and correspondence with DOB, ECB/OATH, HPD, and FDNY for the period of Seller's ownership.
These representations should survive closing for a period of not less than twelve (12) months, consistent with market practice for acquisitions of this type, and should be subject to appropriate indemnification provisions.
C. Escrow / Holdback for Uncured Violations
If any violations enumerated in Section VIII.A above cannot practicably be cured prior to the target closing date of June 30, 2026, we recommend that the PSA provide for a holdback escrow from Seller's closing proceeds, to be deposited with Prestige Escrow Services LLC (the "Escrow Agent"), in an amount equal to one hundred fifty percent (150%) of the estimated cure cost for each uncured violation.
The escrow agreement should provide for:
(a) Release of escrowed funds to Seller upon Buyer's confirmation that the violation has been cured, the applicable agency has accepted a certificate of correction or dismissed the violation, and no additional enforcement action is pending;
(b) If Seller fails to cure within a specified cure period (e.g., 120 days post-closing for façade repairs, 60 days for all other violations), Buyer shall have the right to draw on the escrow to fund the cure directly;
(c) Any excess funds remaining after cure and release shall be returned to Seller; and
(d) If the actual cost of cure exceeds the escrowed amount, Seller shall remain liable for the deficiency, subject to the indemnification provisions of the PSA.
Based on the violation profile described herein, we estimate that the aggregate escrow holdback, assuming the façade violation is the primary uncured item at closing, should be in the range of $975,000 to $1,425,000 (representing 150% of the $650,000–$950,000 estimated façade remediation cost).
D. Title Clearance Coordination
We recommend close coordination with Granite State Title Insurance Company (Martin Clearfield, Title Officer) regarding the following title-related implications of the violations search:
(a) The ECB default judgment under Summons No. ECB-2018-047291 ($5,320) is expected to appear as an exception on the preliminary title report. This judgment constitutes a lien against the Property and must be satisfied as a condition to issuance of the owner's title insurance policy at the $120,000,000 insured amount.
(b) The partial ECB judgment under Summons No. ECB-2019-011837 ($1,250 outstanding) should similarly be confirmed with the title company and satisfied prior to closing.
(c) The DOB work-without-permit violation (035117-CSTR-2023), while not itself a lien, may give rise to additional DOB penalties or enforcement actions that could result in liens if not resolved. The title company should be advised of this open item.
(d) We recommend that a final title update ("bring-down") be obtained within forty-eight (48) hours of closing to confirm that no additional violations, liens, or encumbrances have been recorded subsequent to the preliminary title report.
E. Post-Closing Risk Allocation
For minor violations that may be assumed by Buyer at closing — specifically, the four (4) open HPD Class A violations and any minor administrative violations that do not implicate life-safety concerns — the PSA should include:
(a) A credit to Buyer at closing in an amount equal to the estimated aggregate cure cost of assumed violations (estimated at approximately $800–$1,500);
(b) A Seller representation that the aggregate cost to cure all assumed violations does not exceed a stated dollar threshold; and
(c) An acknowledgment that Buyer (BFO 450 West 34th LLC) will assume responsibility for ongoing compliance with all applicable building, housing, and fire codes post-closing, including the cure of any assumed minor violations.
We note that the existing property management agreement between Meridian Gateway Holdings LLC and Atlas Urban Management Corp. runs through December 31, 2027. If Buyer elects to retain Atlas Urban as property manager following the closing (whether by assignment of the existing agreement or entry into a new agreement), the ongoing violation remediation and compliance monitoring responsibilities should be clearly delineated in the management agreement, including specific obligations regarding timely correction and certification of HPD violations, maintenance of FDNY Certificates of Fitness, and elevator inspection compliance.
IX. Additional Diligence Steps Recommended
In addition to the findings and recommendations set forth above, we recommend the following additional due diligence steps to complete the violations and compliance assessment:
1.  Request from Seller's Counsel: Request from Rebecca Tran at Hargrove, Pettigrew & Sloane LLP a complete violations history maintained by Meridian and Atlas Urban, including internal records and all correspondence with DOB, ECB/OATH, HPD, and FDNY not reflected in public databases. This request should encompass notices of violation, inspection reports, summonses, certificates of correction (both filed and unfiled drafts), hearing notices and dispositions, and penalty payment records.
2.  Certificates of Correction: Request copies of all certificates of correction filed by Meridian or Atlas Urban for historically resolved violations, to confirm that the corrections were in fact made and that the certifications are consistent with the physical condition of the Property.
3.  FISP / Local Law 11 Report: Request the current Cycle 9 FISP report prepared by Castellano Engineering Associa