Coach 2013 Annual Report Download - page 699

(b) The Coach Member hereby approves Hudson Yards Construction LLC, as the Executive Construction Manager, and the
Executive Construction Management Agreement. Subject to the Coach Member’s prior written approval of any substitute construction management firm,
Developer shall have the right to retain a substitute construction management firm as the Executive Construction Manager. Any amendment to the Executive
Construction Management Agreement, and any new contract with Hudson Yards Construction LLC or any substitute Executive Construction Manager, and
any amendment to any such new contract, in each case shall be subject to the Coach Member’s prior written approval. Developer acknowledges and agrees no
amounts payable under the Construction Management Agreement shall result in any incremental increase of Coach Total Development Costs and that all such
amounts shall be a direct “pass through” of amounts otherwise includable in Coach Total Development Costs (without any markup or other upcharge in
respect thereof).
(c) The Coach Member hereby approves Tutor Perini Building Corp. , as the Construction Manager for the Project , and the
Construction Management Agreement. Subject to the Coach Member’s prior written approval of any substitute construction management or general contracting
firm, which approval shall not be unreasonably withheld, conditioned or delayed, Developer shall have the right to retain a substitute construction
management or general contracting firm as the Construction Manager. Any material amendment to the Construction Management Agreement, and any new
contract with Tutor Perini Building Corp. or any substitute Construction Manager, and any material amendment to any such new contract, in each case
which affects or would reasonably be expected to affect the Developer Work or the Coach Total Development Costs shall be subject to the Coach Member’s
prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed.
(d) The Coach Member hereby approves the Existing Consultants/Contractors, and the contracts entered into with such Persons
(except, with respect to each such contract, to the extent that any schedule of values attached to such contract does not comply with the Cost Allocation
Methodology, in which case the Coach Member approves the contract but not the schedule of values attached thereto). If any part of the costs of retaining any
additional or substitute “hard” cost contractors or “soft” cost contractors or consultants in connection with the Developer Work is or will be included in the
Coach Total Development Costs (as and to the extent provided in the Cost Allocation Methodology), the terms of any agreement with any such contractor or
consultant shall not in any way prejudice the Coach Member in favor of the Fund Member or Developer or any other Person.
(e) The Coach Member agrees that if it does not respond or object to, or comment on, any request for approval of any substitute
Project Architect or Executive Construction Manager or any new contract, or any amendment to any contract which the Coach Member has the right to approve
(as and to the extent provided in the preceding subparagraphs of this Section 3.01), within fifteen (15) Business Days of receipt of any such written request
for approval in the case of any substitute Project Architect or Executive Construction Manager or within ten (10) Business Days of receipt of any such written
request for approval in the case of any new contract, or amendment to any contract (accompanied, in the case of each such request, with reasonably detailed
supporting information regarding the terms of employ with such proposed Person to the extent relevant to such approval), and such request conspicuously
indicated on the first page thereof in bold face print “ REQUEST FOR APPROVAL; FAILURE TO RESPOND WITHIN [15] [10] BUSINESS DAYS
MAY RESULT IN DEEMED APPROVAL”, then the Coach Member will be deemed to have approved the substitute Project Architect or Executive
Construction Manager or, the new contract or amendment, as applicable.
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