Coach 2013 Annual Report Download - page 700

(f) The Coach Member’s approval of the Project Architect, the Executive Construction Manager, the Construction Manager, the
Existing Consultants/Contractors, or of any substitute or additional Project Architect, Executive Construction Manager, Construction Manager, consultant or
contractor, shall not be deemed the acceptance by the Coach Member of any work performed or to be performed by any such Person.
(g) All costs associated with the performance of work by the Project Architect, the Construction Manager, the Existing
Consultants/Contractors, or any substitute or additional Project Architect, Construction Manager, consultant or contractor, are (or shall be) allocated to the
Coach Member only as set forth in this Agreement and in the Cost Allocation Methodology and shall be subject to the Coach Costs Cap as provided in this
Agreement.
Section 3.02 Process for Development of Design. (a) Developer will instruct and use its Best Efforts to cause the Project Architect and all other
architects, engineers and designers engaged by Developer, as agent for Legacy Tenant, to complete all construction documents with all due diligence (including
the coordination of the Plans, to the extent the Plans or coordination are not fully completed on the date hereof). Developer will use its Best Efforts, by means of
value engineering or scope evaluation exercises or otherwise, to cause the Project Architect and all other Persons engaged by Developer, as agent for Legacy
Tenant, to design the Base Building so that the hard costs of the Developer Work are reasonably likely to be completed at or below the hard costs of the
Developer Work (including the Coach Contingency), as estimated in the Budget.
(b) Developer shall timely requisition funds from the Building C JV or the Construction Lender in order to cause the Project Architect,
Developer’s Consultants and the Executive Construction Manager to be paid amounts due to such Persons when due in order to ensure continuity and diligent
prosecution of the design and development process; provided, that, so long as the same is permitted pursuant to the applicable Loan Documents and subject to
compliance with the applicable provisions thereof, nothing herein shall preclude Developer or the Building C JV, on behalf of Legacy Tenant, from
withholding payment in connection with a valid dispute with any such Person.
Section 3.03 Consultation with the Coach Member and the Coach Member’s Consultants . (a) Developer will use its Best Efforts to cause the
Developer’s Consultants and the Executive Construction Manager to consult directly with the Coach Member and Coach’s Architect and Coach’s Consultants
on matters affecting the Coach Unit, the Developer Work or the Coach Approval Areas and on any of the costs included in the Coach Total Development Costs
all on reasonable notice to, and in the presence of, Developer’s representatives. Developer will invite the Coach Member, and the Coach Member may invite
Coach’s Architect and Coach’s Consultants, to principal project and design meetings two (2) times per month involving or affecting the Coach Total
Development Costs, the Developer Work or the Coach Approval Areas or the overall Base Building design, as well as any design changes to any other Units
which would affect any of the Coach Approval Areas. In any event, Developer shall meet with the Coach Member, Coach’s Architect and Coach’s Consultants
(i) not less often than monthly to evaluate the status and progress of the design, development or construction of the Base Building as a whole, as well as
specific aspects of the development process, and (ii) not less often than monthly, to review changes to the Plans, including proposed Budget changes and the
impact of any proposed Budget changes on the Coach Total Development Costs. Without limiting any of the foregoing and the Coach Member’s right to attend
(and invite Coach’s Architect and Coach’s Consultants to attend) all bank finance meetings (which are anticipated to occur once a month), Developer will not
be obligated to include Coach in design meetings that do not involve or affect any Coach Total Development Costs, the Schedule, any Coach Areas, any
Developer Work or any Coach Approval Areas. Developer will use Best Efforts to cause Developer’s Consultants and the Executive Construction Manager to
provide directly to the Coach Member, Coach’s Architect and Coach’s Consultants copies of all plans, specifications and other materials prepared by any
such Persons for the Coach Member’s review and approval (as and to the extent such materials relate to the Developer Work or the Coach Approval Areas or as
otherwise provided herein).
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