CALDERWOOD & HARKNESS LLP One Liberty Plaza, 55th Floor New York, New York 10006 Telephone: (212) 555-7800 Facsimile: (212) 555-7801 www.calderwoodharkness.com
CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED
I. Introduction and Purpose
Dear Lydia:
On behalf of Calderwood & Harkness LLP (the "Firm" or "C&H"), I would like to express our sincere appreciation to you and to Metropolitan Transit Development Corp. ("MTDC") for selecting this Firm to serve as borrower's counsel in connection with the Hudson Yards West mixed-use development project located at 450 West 34th Street, New York, New York 10001 (Block 729, Lots 1, 5, 12, and 15) (the "Project"). We are grateful for your confidence in our capabilities and look forward to working closely with you, your team, and your other advisors to bring this significant transaction to a successful closing.
This memorandum supplements, and should be read in conjunction with, the engagement letter between Calderwood & Harkness LLP and MTDC dated February 12, 2025 (the "Engagement Letter"). In the event of any conflict between the terms of this memorandum and the Engagement Letter, the terms of the Engagement Letter shall control. The purpose of this memorandum is to set forth in detail the Firm's fee structure, staffing plan, estimated budget, billing practices, and reimbursable expense policy applicable to our representation of MTDC in the Hudson Yards West project financing (the "Engagement"). We believe that transparency regarding fees and expectations at the outset of the representation is essential to a productive working relationship, and we welcome any questions or comments you may have regarding the terms described below.
II. Scope of Engagement
The Firm has been engaged to represent MTDC and its special purpose affiliates, Hudson Yards West Mortgage LLC ("HYW Mortgage LLC") and Hudson Yards West Mezzanine LLC ("HYW Mezzanine LLC," and together with HYW Mortgage LLC, the "Borrower Entities"), each to be formed as a Delaware limited liability company, in connection with the financing of the Project. The scope of our representation encompasses the following matters:
1.  Entity Formation and SPE Structuring. Formation of HYW Mortgage LLC and HYW Mezzanine LLC as single-purpose borrowing entities, including the drafting, negotiation, and finalization of limited liability company operating agreements for each entity, and structuring to satisfy separateness covenants and single-purpose entity requirements imposed by the senior and mezzanine lenders. Non-consolidation opinions, if required by the lenders, will be addressed as a separate deliverable and are included within the scope of this Engagement; however, if a nationally recognized rating agency opinion is required, the engagement of a separate opinion provider may be necessary, the cost of which would be outside the scope of this fee arrangement.
2.  Senior Mortgage Construction Loan. Negotiation and documentation of the Four Hundred Seventy-Five Million Dollar ($475,000,000) senior mortgage construction loan (the "Senior Loan") from Ironclad National Bank, N.A., as Administrative Agent and Lead Lender (the "Agent"), with loan participation by Ridgeline Savings Bank, Atlas Mutual Insurance Company, Commonwealth Trust Company, Harborview Federal Savings Bank, and Meridian Pacific Bank (collectively, the "Senior Lender Group"). This includes, without limitation, review and negotiation of the loan agreement, promissory note(s), mortgage and related security instruments, guaranty(ies), environmental indemnity, pledge and security agreements, assignment of leases and rents, cash management agreements, reserve agreements, and all ancillary closing documentation.
3.  Mezzanine Loan. Negotiation and documentation of the Two Hundred Million Dollar ($200,000,000) mezzanine loan (the "Mezzanine Loan," and together with the Senior Loan, the "Loans") from Granite Peak Capital Partners, LP ("Granite Peak"), including the mezzanine loan agreement, promissory note, pledge of membership interests in HYW Mortgage LLC, guaranty(ies), cash management and reserve agreements, and related security and ancillary documents.
4.  Intercreditor Arrangements. Review and negotiation of the intercreditor agreement (or agreements) between the Senior Lender Group (through the Agent) and Granite Peak governing the respective rights, priorities, and remedies of the senior and mezzanine lenders, including standstill provisions, cure rights, purchase option mechanics, and related provisions.
5.  Ground Lease and Leasehold Mortgage Structuring. Review of the ground lease recorded with the City Register of the City of New York under CRFN 2020000198762 (the "Ground Lease"), analysis of lender ground lease requirements (including recognition and non-disturbance agreements, notice and cure rights, and new lease provisions), and structuring and documentation of the leasehold mortgage and related instruments to be granted as security for the Senior Loan.
6.  Title Insurance Coordination. Coordination with Sentinel Title & Escrow Company ("Sentinel Title") regarding title insurance commitments (Commitment No. STN-2025-MH-04178), review and clearance of title exceptions, negotiation of title endorsements, and coordination of closing escrow arrangements. This includes review of the ALTA survey and analysis of survey-related exceptions.
7.  Zoning Coordination. Coordination with Hargrove & Linden, P.C. (Raymond Cho, Esq.), MTDC's separately retained local zoning and land use counsel, regarding the zoning opinion to be delivered at closing and related zoning compliance matters, including matters arising under or in connection with ULURP Application No. C 230415 ZSM. The Firm will not serve as primary zoning counsel but will review zoning opinion drafts and coordinate lender requirements regarding zoning deliverables.
8.  Third-Party Report Review. Review and analysis of third-party reports required by the lenders, including: (a) the appraisal prepared by Broadstreet Appraisal Group (File No. BAG-25-1092); (b) the Phase I Environmental Site Assessment prepared by Apex Environmental (Project No. AEC-NY-25-0337); and (c) the structural assessment and property condition assessment ("PCA") prepared by Trident Structural Engineers, P.C. The Firm's review of such reports will be for the purpose of identifying legal issues, lender compliance requirements, and matters requiring borrower attention, and does not constitute an independent assessment of the accuracy or completeness of such reports.
9.  Construction Contract and Bond Review. Review of and comment on the guaranteed maximum price ("GMP") construction contract between the applicable Borrower Entity and Cobalt Construction Group, Inc. (Contract No. CCG-HYW-2025-001; GMP: $412,000,000) (the "GMP Contract"), including analysis of provisions relating to change orders, completion guaranties, liquidated damages, lien waivers, assignment provisions, and other matters of concern to the lenders and borrower. Review of payment and performance bonds to be furnished by Cobalt Construction Group, Inc. in connection with the GMP Contract.
10.  Insurance Program Review. Review of the Project's insurance program as coordinated by Castleton Insurance Brokerage, Inc. (Brian Jessup), including builder's risk coverage in the amount of Five Hundred Million Dollars ($500,000,000) issued by Fortis Indemnity Insurance Co., commercial general liability, umbrella/excess liability, professional liability of design professionals, and such other coverages as may be required by the loan documents. The Firm's review will focus on compliance with lender insurance requirements as set forth in the loan documents.
11.  Opinion Letters. Preparation and delivery of borrower's counsel opinion letters to be delivered at closing, including opinions as to enforceability of the loan documents, due authorization and execution by the Borrower Entities and MTDC, no conflicts with organizational documents and applicable law, and, if required by the lenders, a usury opinion under applicable New York law.
12.  Tax Structuring. Tax structuring advice in connection with the MTDC entity structure, including analysis of the tax treatment of the Borrower Entities, withholding and reporting obligations, transfer tax considerations, and such other federal, state, and local tax matters as may arise in connection with the transaction. This work will be led by Sylvia Hartwell, Partner, Tax Group.
13.  Closing and Post-Closing. Preparation of comprehensive closing checklists, coordination and conduct of the pre-closing and closing, including review and assembly of all closing deliverables, funds flow coordination, and preparation of post-closing deliverables including recording instructions, post-closing filings (UCC, organizational, and recording), and assembly of closing binders.
Project Timeline. The Firm will endeavor to distribute initial drafts of the principal loan documents by May 1, 2025, with a target closing date of June 15, 2025, in each case subject to timely receipt of lender document drafts, third-party reports, and MTDC decision-making as outlined in Section IX below.
Scope Exclusions. The following matters are expressly excluded from the scope of this Engagement and, if required, would be the subject of a separate engagement and fee arrangement:
(a) Litigation, arbitration, or dispute resolution of any kind, whether arising from or relating to the Project or otherwise;
(b) Regulatory lobbying at the federal, state, or local level;
(c) SEQRA and environmental permitting work, other than the Firm's review of existing third-party environmental reports as described above;
(d) Public finance, bond, or tax-exempt financing work of any kind;
(e) Documentation of the NYC Transit Infrastructure Grant in the amount of Forty-Five Million Dollars ($45,000,000) anticipated to be awarded to MTDC in connection with the Project, unless the Firm is separately engaged and a separate fee arrangement is agreed upon;
(f) Ongoing post-closing asset management, leasing, or property management advice following the closing of the Loans.
If any matter arises during the course of the Engagement that falls outside the scope described herein, we will promptly notify you and discuss whether a supplemental engagement is appropriate.
III. Staffing and Billing Rates
The following professionals have been assigned to the Hudson Yards West Engagement and will constitute the core deal team. All rates set forth below are the Firm's standard 2025 hourly rates for the respective timekeepers. These rates are subject to annual adjustment, effective as of January 1 of each calendar year, with the next scheduled adjustment occurring on January 1, 2026. The Firm will provide MTDC with not less than sixty (60) days' advance written notice of any rate adjustments.
In addition to the attorneys listed above, paralegal and legal assistant time will be billed at hourly rates ranging from $375 to $475 per hour, depending on seniority and specialization. We anticipate utilizing paralegals extensively for due diligence document review, assembly of closing binders and signature packages, UCC and entity searches (including good standing certificates and certified charter documents from the Delaware Division of Corporations and the New York Department of State), and post-closing filings and recordings. The use of paralegals for these functions is both cost-effective and consistent with market practice for transactions of this complexity.
Staffing Assignments and Roles. Grace Nakamura and Rafael Dominguez will handle the day-to-day drafting, negotiation, and management of the document production process. Grace Nakamura, as Lead Associate, will serve as the primary point of contact for routine matters and will coordinate directly with counterparty counsel at Clearfield & Associates LLP (for Ironclad National Bank, N.A.) and Voss Richter & Baines LLP (for Granite Peak Capital Partners, LP). Douglas Fairchild, as Responsible Partner, will provide senior oversight on all material deal points, participate in key negotiation sessions, and review all principal documents prior to distribution and finalization. Angela Fontaine will serve as the primary billing contact and will be available to address any questions regarding invoices, staffing, or budgetary matters. Sylvia Hartwell will be consulted as needed on tax structuring, entity formation, and opinion matters relating to the tax aspects of the transaction.
We are committed to staffing this matter efficiently and to avoiding unnecessary duplication of effort among team members. Should any changes in staffing become necessary — for example, due to attorney availability, the need for specialized expertise in a particular sub-area, or other unforeseen circumstances — we will communicate such changes promptly to you, Lydia, and ensure a smooth transition of responsibilities.
IV. Estimated Budget
A. Fee Estimate by Phase
The following budget represents the Firm's good-faith estimate of the professional fees likely to be incurred in connection with the Engagement. This estimate is based on our experience with transactions of comparable complexity, including mixed-use construction financings in the range of $675,000,000 in total debt capitalization, dual-tranche debt structures (senior mortgage and mezzanine), ground lease and leasehold mortgage arrangements, and borrowers that are government instrumentalities or quasi-public entities. We note that the total Project cost is approximately $920,000,000, which places this transaction in the upper range of complexity for construction financings in the New York metropolitan area.
This estimate is not a cap or guaranteed maximum fee. Actual fees will depend on a number of factors, including the scope and duration of negotiations with lender counsel, the complexity of the loan documents as initially drafted by lender counsel, the number and nature of issues requiring resolution, and the occurrence of unforeseen issues (including title defects, environmental matters, zoning complications, or construction contract disputes). The estimate assumes the key assumptions set forth in Section IX below.
Based on the foregoing, the Firm's reasonable expectation is that total professional fees for this Engagement will fall within the range of approximately $1,300,000 to $1,700,000. This estimate reflects the following important assumptions: (a) approximately two rounds of substantive negotiation on the major loan documents (loan agreement, mortgage, intercreditor agreement, pledge agreements, and guaranty); (b) reasonably cooperative counterparty counsel, namely Clearfield & Associates LLP (representing Ironclad National Bank, N.A., as Agent) and Voss Richter & Baines LLP (representing Granite Peak Capital Partners, LP); and (c) a closing on or about June 15, 2025, without material delay.
We recognize that transactions of this nature are inherently dynamic and that costs can be affected by factors beyond the control of any single party. If delays in the closing timeline occur, if there are material changes in the scope of the transaction (such as the addition of new lender participants, a restructuring of the debt tranches, or a change in the ground lease structure), or if negotiations prove more protracted than anticipated, actual fees may exceed the upper end of our estimate. In such event, the Firm will promptly notify MTDC if it appears that total fees will exceed the high end of the estimated range by more than ten percent (10%), and will confer with you regarding the scope and budget implications before continuing work that would result in such excess.
For purposes of transparency, we note that the Senior Mortgage Loan Documentation phase represents the largest single component of the estimated budget, which is consistent with the complexity of a six-lender syndicated construction loan facility with multiple reserve accounts, construction draw mechanics, interest rate provisions, and completion guaranty structures. The Mezzanine Loan Documentation phase, while involving a single lender, is expected to be substantive due to the structural subordination mechanics and the intercreditor negotiation that accompanies it.
B. Alternative Fee Arrangement — Voluntary Cap Discussion
We are mindful that MTDC may prefer greater fee certainty, particularly with respect to the closing phase of the Engagement. The Firm is willing to discuss, at MTDC's request, a voluntary fee cap arrangement or a success-fee component tied to the successful closing of the Loans. Such alternative arrangements can be tailored to balance the Firm's need for fair compensation with MTDC's interest in cost predictability. If you are interested in exploring any such arrangement, I invite you to raise the matter with me directly, and we will work together to structure an approach that is satisfactory to both parties.
V. Reimbursable Expenses
In addition to professional fees, MTDC will reimburse the Firm for reasonable out-of-pocket disbursements incurred in connection with the Engagement. Reimbursable expenses include, but are not limited to, the following:
(a) Filing and Recording Fees. Fees for UCC financing statement filings, mortgage and assignment recordings with the New York City Register and/or county recording offices, and entity formation and qualification filings with the Delaware Division of Corporations and the New York Department of State, including certified copies, good standing certificates, and related charges.
(b) Mortgage Recording Tax. New York State and New York City mortgage recording tax, to the extent applicable to the recording of the leasehold mortgage and related instruments. We note that the applicability and amount of mortgage recording tax, and the availability of potential exemptions for MTDC as a government instrumentality, are subject to further analysis in coordination with Sylvia Hartwell and are not included in the disbursement estimate set forth below. If mortgage recording tax is payable in full, the amount is expected to be substantial given the principal amount of the Senior Loan. We will provide a separate analysis of this issue promptly.
(c) Title Search and Examination Charges. Title search and examination charges incurred by the Firm, to the extent not included in the closing costs charged by Sentinel Title & Escrow Company.
(d) Overnight Delivery, Messenger, and Courier Charges. Charges for Severin Partners LLC, Halcyon Partners LLC, messenger services, and other courier services incurred in connection with the Engagement.
(e) Travel Expenses. Reasonable travel expenses incurred by Firm personnel in connection with the Engagement, including travel between the Firm's New York office, MTDC's headquarters in Chicago, Illinois, and the Project site in New York. Travel expenses will be reimbursed at cost and will be subject to MTDC's corporate travel policy, if provided to the Firm in advance. In the absence of a specific policy, the Firm will exercise reasonable judgment consistent with market practice.
(f) Computerized Legal Research. Charges for computerized legal research conducted on Westlaw, Sundial Solutions, and similar platforms, billed at actual cost incurred by the Firm.
(g) Document Reproduction and Binding. Charges for photocopying, document reproduction, and binding, including bulk printing for closing binders, at rates of $0.15 per page for black-and-white copies and $0.50 per page for color copies.
(h) Long-Distance Telecommunications. Long-distance telephone charges and charges for conference call services, if any.
Estimated Total Disbursements. The Firm estimates that total reimbursable disbursements (exclusive of mortgage recording taxes and title insurance charges, which are separately estimated in the Project's closing cost projections) will fall in the range of approximately $35,000 to $55,000. New York mortgage recording tax, if applicable and not subject to exemption, will constitute a substantial additional cost and is the responsibility of the borrower. The Firm will work with Sylvia Hartwell and with Sentinel Title to provide a comprehensive estimate of recording taxes and title charges as early in the Engagement as practicable.
VI. Billing and Payment Terms
The following billing and payment terms shall apply to the Engagement:
1.  Monthly Invoicing. The Firm will render invoices on a monthly basis, within fifteen (15) days following the end of each calendar month. Each invoice will be itemized by timekeeper and will include a description of the tasks performed, the time expended, and the applicable hourly rate. Disbursements will be separately itemized.
2.  Invoice Delivery. Invoices will be directed to:
Lydia Okafor, Esq. General Counsel Metropolitan Transit Development Corp. 200 South Michigan Avenue, Suite 3100 Chicago, Illinois 60604
Electronic copies of each invoice will be transmitted by email to Lydia Okafor (lokafor@mtdc.org) and Priya Subramanian, Chief Financial Officer (psubramanian@mtdc.org), or to such other addresses as MTDC may designate in writing.
3.  Payment Terms. Payment of each invoice is due within thirty (30) days of the invoice date. Payments should be made by wire transfer to Calderwood & Harkness LLP's operating account. Wire transfer instructions will be provided separately with the first invoice.
4.  Late Payment Interest. Amounts remaining unpaid after the thirty (30)-day payment period will bear interest at the rate of one percent (1.0%) per month (twelve percent (12%) per annum), or the maximum rate permitted by applicable law, whichever is lower, calculated from the date the payment was due until the date of receipt of payment.
5.  Initial Retainer Deposit. The Firm respectfully requests that MTDC provide an initial retainer deposit in the amount of One Hundred Fifty Thousand Dollars ($150,000) (the "Retainer"). The Retainer will be held in the Firm's client trust account and will be applied against the final invoice or invoices rendered in connection with the Engagement. The Retainer is not an estimate of total fees and does not limit MTDC's obligation to pay fees and expenses as invoiced. If the Retainer is exhausted prior to the conclusion of the Engagement (for example, by application against a final invoice that exceeds the Retainer amount), the Firm may request that MTDC replenish the Retainer to its original amount. Any unused portion of the Retainer will be refunded to MTDC promptly following the conclusion of the Engagement and the application of all outstanding fees and expenses.
6.  Suspension of Work. The Firm reserves the right to suspend work on the Engagement if any invoice remains unpaid for more than sixty (60) days after the invoice date, upon not less than ten (10) business days' written notice to MTDC. The Firm will exercise this right only as a last resort and will work with MTDC in good faith to resolve any billing disputes prior to any suspension of services.
VII. Conflicts Check
The Firm has conducted a comprehensive conflicts check in accordance with its internal procedures and the New York Rules of Professional Conduct. Based on that review, the Firm has identified no conflicts of interest that would preclude or limit the Firm's representation of MTDC in connection with the Engagement.
Specifically, Calderwood & Harkness LLP does not currently represent Ironclad National Bank, N.A., Granite Peak Capital Partners, LP, or any of the loan participants in the Senior Lender Group (Ridgeline Savings Bank, Atlas Mutual Insurance Company, Commonwealth Trust Company, Harborview Federal Savings Bank, or Meridian Pacific Bank) in any matter adverse to MTDC or in any matter substantially related to the Hudson Yards West Project.
Consistent with the terms of the Engagement Letter dated February 12, 2025, and in accordance with applicable Rules of Professional Conduct, the Firm reserves its right to represent other clients, including, potentially, Ironclad National Bank, N.A., Granite Peak Capital Partners, LP, or their affiliates, in matters that are unrelated to the Hudson Yards West Project and that do not create a conflict of interest with respect to the Firm's representation of MTDC. If any actual or potential conflict arises during the course of the Engagement, the Firm will promptly notify MTDC and take appropriate steps in accordance with applicable ethical rules, including seeking MTDC's informed consent where required.
VIII. Coordination with Other Advisors
We understand that MTDC has separately engaged, or intends to separately engage, the following professionals and consultants in connection with the Project:
(a) Hargrove & Linden, P.C. (Raymond Cho, Esq.) — local zoning and land use counsel, responsible for the zoning compliance opinion and related ULURP and land use matters. Hargrove & Linden's fees will be billed directly to MTDC under a separate fee arrangement.
(b) Whitfield Albrecht & Co. LLP (Sandra Okonkwo, CPA) — auditors, responsible for audit and financial reporting matters related to MTDC and the Borrower Entities. Whitfield Albrecht is retained under a separate engagement.
(c) Castleton Insurance Brokerage, Inc. (Brian Jessup) — insurance broker, responsible for procuring and coordinating the Project's insurance program, including builder's risk, commercial general liability, and related coverages. Castleton Insurance Brokerage is retained under a separate engagement.
(d) Other Third-Party Consultants. Broadstreet Appraisal Group (appraiser), Apex Environmental (environmental consultant), and Trident Structural Engineers, P.C. (structural/PCA consultant) have been or will be engaged directly by MTDC under separate arrangements. Their fees and expenses are outside the scope of this Engagement.
Calderwood & Harkness will coordinate with each of these professionals as needed to facilitate an efficient and timely closing of the Loans. However, the fees and expenses of each of the foregoing advisors and consultants are not included in the budget set forth in Section IV of this memorandum and are the separate responsibility of MTDC.
With respect to counterparty counsel, we note that Clearfield & Associates LLP has been retained by Ironclad National Bank, N.A. as lender's counsel for the Senior Loan, and Voss Richter & Baines LLP has been retained by Granite Peak Capital Partners, LP as lender's counsel for the Mezzanine Loan. We understand that, pursuant to the respective term sheets, the fees of each lender's counsel are borne by the respective lender; however, it is customary for the borrower to bear certain lender legal costs (such as documentation review fees or caps on lender counsel fees in excess of which the borrower is responsible). The specific allocation of lender counsel costs will be addressed during negotiation of the loan documents, and we will review the applicable term sheet provisions with you as that process unfolds.
IX. Key Assumptions and Qualifications
The fee estimate set forth in Section IV is based upon the following key assumptions. If any of these assumptions proves to be incorrect or if circumstances change materially, the Firm will promptly confer with MTDC regarding the impact on the scope of the Engagement and the estimated budget:
•  The transaction structure is substantially as described in the term sheet issued by Ironclad National Bank, N.A. dated February 28, 2025 (the "Senior Term Sheet") and the term sheet issued by Granite Peak Capital Partners, LP dated March 7, 2025 (the "Mezzanine Term Sheet"), copies of which have been provided to the Firm.
•  The total Project cost is approximately Nine Hundred Twenty Million Dollars ($920,000,000), with total debt of Six Hundred Seventy-Five Million Dollars ($675,000,000), consisting of $475,000,000 in senior mortgage debt and $200,000,000 in mezzanine debt, with the balance funded through equity and available grant proceeds.
•  There will be a single closing on or about June 15, 2025. The estimate does not contemplate bifurcated, phased, or multiple closings, which would require additional documentation and coordination and would result in additional fees.
•  The Senior Loan will be documented on a standard CMBS-style loan document package, modified as appropriate for a construction loan, and there will be no securitization or note sale at or prior to closing. If the Senior Lender Group contemplates a future securitization and requires securitization-ready documentation at closing, additional fees may be incurred.
•  Two to three rounds of substantive negotiation will be required on each of the major loan documents (loan agreements, mortgage, intercreditor agreement, pledge agreements, guaranties, and related instruments). If more than three rounds of substantive negotiation are required on any major document, or if negotiations become protracted due to lender credit committee requirements or other factors, additional fees will be incurred.
•  No material title defects, environmental conditions, or zoning challenges exist beyond matters that have already been disclosed to the Firm as of the date of this memorandum. The Firm's review of the title commitment, Phase I ESA, and zoning materials has not yet commenced, and the Firm reserves the right to revise the estimate if material issues are identified during the course of its review.
•  No litigation, threatened claims, or governmental enforcement actions are pending or anticipated that affect the Project, the property, or the Borrower Entities.
•  Third-party reports and deliverables (including the appraisal, Phase I ESA, PCA, zoning letter, insurance certificates, and construction contract) will be received by the Firm on a timely basis consistent with the Project timeline, and will not require substantial revisions or supplemental analysis.
•  Key MTDC personnel, including Marcus Jennings (Vice President, Real Estate Development), Connor McBride, and Priya Subramanian (Chief Financial Officer), will be available for timely decision-making, business point resolution, and review and execution of documents as required by the closing schedule.
We emphasize that the foregoing assumptions are integral to the fee estimate. Changes in transaction structure, the addition or substitution of lenders, material delays in the closing timeline, or the emergence of significant unforeseen issues will likely result in fees outside the estimated range. In all cases, we will keep you informed and will seek your guidance before incurring fees materially in excess of our estimates.
X. Termination
Either party may terminate this Engagement upon thirty (30) days' written notice to the other party, subject in all cases to the Firm's ethical obligations under the New York Rules of Professional Conduct and any applicable court rules. The Firm acknowledges that its withdrawal from the representation may require the approval of any court or tribunal before which it has appeared on behalf of MTDC, and the Firm will comply with all such requirements.
Upon termination of the Engagement, MTDC shall remain responsible for all professional fees and reimbursable expenses incurred through the effective date of termination. The Firm will render a final invoice within thirty (30) days of the termination date. The Firm will cooperate fully in the orderly transition of the Engagement to successor counsel designated by MTDC, including the prompt delivery of all work product, client files, and documents in the Firm's possession that belong to MTDC.
XI. Conclusion and Acknowledgment
We are genuinely pleased to have the opportunity to represent MTDC in this significant and complex transaction, and we are committed to providing the highest quality of legal service throughout the Engagement. The Hudson Yards West Project represents a landmark development, and we look forward to contributing to its success.
If you have any questions regarding the terms set forth in this memorandum, please do not hesitate to contact me directly at (212) 555-7842 or by email at afontaine@calderwoodharkness.com. Douglas Fairchild is also available to discuss any aspect of the Engagement at (212) 555-7815 or dfairchild@calderwoodharkness.com.
We respectfully request that you countersign a copy of this memorandum in the space provided below and return it to my attention to confirm MTDC's agreement with the terms set forth herein. A duplicate original is enclosed for your records.
This memorandum, together with the Engagement Letter dated February 12, 2025, constitutes the complete agreement between Calderwood & Harkness LLP and Metropolitan Transit Development Corp. regarding fees, billing, and expense reimbursement for C&H Matter No. 1031-00004. In the event of any inconsistency between this memorandum and the Engagement Letter, the terms of the Engagement Letter shall govern.
We thank you again for your confidence in Calderwood & Harkness LLP, and we look forward to working with you and your team.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Angela Fontaine
Title: Partner, Real Estate Group
Date: ________
ACKNOWLEDGED AND AGREED:
METROPOLITAN TRANSIT DEVELOPMENT CORP.
By: ________
Name: Lydia Okafor, Esq.
Title: General Counsel
Date: ________
cc: Douglas Fairchild, Partner, Calderwood & Harkness LLP Grace Nakamura, Senior Associate, Calderwood & Harkness LLP Priya Subramanian, Chief Financial Officer, MTDC Marcus Jennings, Vice President, Real Estate Development, MTDC
C&H Matter No. 1031-00004 Enclosure: Duplicate Original for Countersignature
Date: | February 15, 2025
To: | Lydia Okafor, Esq., General Counsel
Metropolitan Transit Development Corp.
200 South Michigan Avenue, Suite 3100
Chicago, Illinois 60604
From: | Angela Fontaine, Partner, Real Estate Group
Re: | Fee Arrangement — Representation of Metropolitan Transit Development Corp. in Connection with the Hudson Yards West Project Financing (C&H Matter No. 1031-00004)
Professional | Title | 2025 Hourly Rate
Douglas Fairchild | Partner, Real Estate (Responsible Partner) | $1,650
Angela Fontaine | Partner, Real Estate (Billing Partner) | $1,575
Sylvia Hartwell | Partner, Tax (Tax Specialist) | $1,550
Grace Nakamura | Senior Associate, Real Estate (Lead Associate) | $1,050
Rafael Dominguez | Associate, Real Estate (Working Associate) | $825
Phase | Estimated Hours | Estimated Fees
Entity Formation / SPE Structuring | 80–100 | $75,000–$95,000
Senior Mortgage Loan Documentation | 400–500 | $420,000–$530,000
Mezzanine Loan Documentation | 250–320 | $260,000–$340,000
Intercreditor Agreement | 80–110 | $85,000–$115,000
Ground Lease / Leasehold Mortgage Review | 60–80 | $65,000–$85,000
Construction Contract / GMP Review | 60–80 | $60,000–$80,000
Third-Party Report Review (Appraisal, ESA, PCA) | 30–40 | $30,000–$40,000
Insurance Program Review | 25–35 | $25,000–$35,000
Tax Structuring (Sylvia Hartwell) | 40–60 | $60,000–$95,000
Zoning Coordination (w/ Hargrove & Linden) | 20–30 | $20,000–$30,000
Title / Survey Review and Coordination | 40–55 | $40,000–$55,000
Opinion Letters | 50–70 | $65,000–$90,000
Closing / Post-Closing | 80–100 | $80,000–$100,000
Total Estimated Professional Fees | 1,215–1,580 | $1,285,000–$1,690,000