Coach 2013 Annual Report Download - page 709

(i) Notwithstanding anything to the contrary contained in this Section 3.07, if Developer fails to notify the Coach Member of any
delay that could become a Coach Change Delay within five (5) Business Days after Developer becomes aware of such delay, then such delay shall not be
deemed to have occurred until Developer gives notice to the Coach Member of such delay. Any calculation of Coach Change Delay shall be made on a net basis
taking into account actual time savings, if any, resulting from any acts of the Coach Member, Coach’s Architect, Coach’s Consultants or any of such parties’
agents, employees or contractors. If Developer or the Coach Member believes that any Coach Change Delay (or any delay which may result in a Coach Change
Delay) might be mitigated by the expenditure of additional money or the performance of overtime work, Developer or the Coach Member, as applicable, may
give notice thereof to the other party setting forth in reasonable detail Developer’s or the Coach Member’s, as applicable, proposed plan of mitigation. In
addition, if requested by the Coach Member, Developer shall endeavor to propose a plan that, in Developer’s reasonable judgment, might mitigate the Coach
Change Delay in question. If, in Developer’s reasonable judgment, the Coach Member’s mitigation plan or Developer’s mitigation plan will reduce or eliminate
said Coach Change Delay and will not otherwise cause a disruption in the Schedule, Developer shall notify the Coach Member of Developer’s estimate of the
cost and the amount of overtime work required to implement any such mitigation plan, and the Coach Member shall have the right to pay such additional cost
(as finally determined) and the cost of any overtime work or cause such overtime work to be performed at the Coach Member’s sole cost and expense, in either
case by giving notice thereof to Developer within ten (10) days after the Coach Member was given such notification by Developer. Any such costs, and the cost
of overtime work performed by the Coach Member in implementing any mitigation plan pursuant to this Section 3.07(i), shall be in addition to, and separate
from, the Coach Total Development Costs and shall not be subject to the Coach Costs Cap, and the payment of such additional money by the Coach Member
or the performance of such overtime work at the Coach Member’s expense shall not affect the obligations of the Coach Member with respect to such Coach
Change Delay (to the extent such delay is not mitigated or eliminated). Any dispute with respect to the existence or duration of any Coach Change Delay shall
be submitted to Arbitration pursuant to the provisions of Article 14. The obligation of the Coach Member to pay all such costs required to be paid by the
Coach Member pursuant to this Section 3.07(i) is guaranteed by the Coach Guarantor subject to and in accordance with the Coach Guaranty.
Section 3.08 The Coach Member Review of Plans Not a Representation or Assumption . The review or approval by the Coach Member (or
Coach’s Architect or any of Coach’s Consultants on behalf of the Coach Member) of any of the Plans or Shop Drawings, Product Data and Samples shall in
no event be or be deemed to be (a) a representation or agreement, implied or otherwise, by the Coach Member, Coach’s Architect or any of Coach’s
Consultants, that any such Plans or other materials comply with applicable Laws, or (b) an assumption by the Coach Member, Coach’s Architect or Coach’s
Consultants of any liability in respect of any such Plans or materials, or in respect of the implementation of any such Plans or materials.
Section 3.09 Plans and Materials Available. Developer shall maintain at the Building or at Developer’s field office, for inspection and use by the
Coach Member and Coach’s Consultants (on a non-exclusive basis), at least one record copy of (a) the Plans, and any change orders or other modifications to
any such Plans, in each case in good order, and (b) all Shop Drawings, Product Data and Samples showing or related to all current and pending Developer
Work or for any construction work the cost of which is included in the Coach Total Development Costs. The obligations of Developer pursuant to this Section
3.09 shall survive the Closing and the termination of this Agreement for a period of two (2) years.
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