Coach 2013 Annual Report Download - page 705

*** Confidential Treatment Requested
Section 3.06 Change Orders Initiated by the Coach Member; Payment for such Changes. The Coach Member may request changes in the
design of the Developer Work (a “Coach Change Order”) by submitting a completed “Owner Scope Change Request” Form in the form attached hereto as
Exhibit Q (an “OSCR”). Developer shall, subject to the provisions of Section 3.07, cause the Project Architect, Executive Construction Manager and
Developer’s Consultants to make any change pursuant to a Coach Change Order (and the same shall not be subject to Developer’s approval) if (a) such change
will not require any adverse changes to any portion of the Building other than the Coach Areas, (b) such change will not increase the cost of operating any Unit
other than the Coach Unit (other than to a de minimis extent), (c) such change will not cause any material delay in the Schedule or in the completion of any
Major Milestone Event or Substantial Completion of the Developer Work or Base Building Work, (d) such change complies with Law, and (e) the Third Party
Lender has approved such change to the extent such approval is required under the Loan Documents. The aggregate net Total Coach Change Cost of
implementing all Coach Change Orders will be added to, or subtracted from, Coach Total Development Costs as further provided in Section 10.01 and, if so
added to Coach Total Development Costs, shall be funded by the Coach Member or through the Coach Unit Loan as part of Coach Total Development Costs
and the Coach Costs Cap shall be adjusted accordingly as provided in Section 10.07. In addition, and without limiting the provisions of Section 2.04, if (i) the
Total Coach Change Cost for any single Coach Change Order equals or exceeds *** or (ii) the net Total Coach Change Cost for all Coach Change Orders
equals or exceeds ***, then the Development Fee shall be increased by an amount equal to *** of the total net “hard” costs of such Coach Change Order(s).
Section 3.07 Pricing of Changes; Time for Approvals. (a) Where the Coach Member’s approval to any change in the Plans (including to any
change order or Field Change) is required or requested by Developer hereunder, Developer shall provide the Coach Member and Coach’s Architect and Coach’s
Consultants with notice of such change and shall make all documents evidencing such change (including, without limitation, Shop Drawings, Product Data
and Samples and similar documents) available for review by the Coach Member, Coach’s Architect and Coach’s Consultants at the Field Office, in each case
in order to solicit the Coach Member’s views and obtain the Coach Member’s approval(s) thereto (subject, in the case of Field Changes, to the provisions of
Section 3.05).
(b) With respect to any change to the Plans or any change order (other than Field Changes), or any change to any Shop Drawings,
Product Data and Samples, or any new Plan requested by Developer which is subject to the Coach Member’s approval, Developer shall furnish (or cause
Executive Construction Manager to furnish) to the Coach Member, a reasonably detailed statement, including a completed OSCR (an “ Approval Statement of
Changes”) (i) setting forth in reasonable detail Developer’s reasonable estimate of (A) any anticipated change in the Coach Total Development Costs expected to
result therefrom (which may be expressed as a reasonably anticipated range or maximum) and (B) any adjustments in the Schedule (including the Schedule for
completing Punch List Work) resulting therefrom and (ii) unless the Coach Member agrees (in its sole discretion) to pay any increase in the Coach Total
Development Costs resulting therefrom, establishing that any such change (including, without limitation, soft costs and any increases of any nature in the
Coach Total Development Costs associated with implementing the requested change(s)) will be funded by Developer or the Fund Member (and not by the
Coach Member or through the Coach Unit Loan) or out of a non-Coach contingency or other line item that does not affect any Coach Total Development Costs
in accordance with the applicable provisions of the Loan Documents. Developer shall provide the Coach Member with back-up or cost analyses or estimates
and any other supporting documentation for any Approval Statement of Changes, in each case reasonably promptly upon request.
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