Coach 2013 Annual Report Download - page 711

(i) Developer will cause the Construction Manager and each subcontractor to submit to Developer at least five (5) days prior
to the end of each calendar month its preliminary hard cost application for payment (each, an “ Application for Payment”) via the Textura—CPM
billing and payment system, and will provide the Coach Member, Coach’s Architect and the applicable Coach’s Consultants with access to each
Application for Payment when submitted. Within two (2) Business Days after the end of each calendar month, Developer, the Executive
Construction Manager, the Construction Manager, the Coach Member, Coach’s Architect and the applicable Coach’s Consultants and the
construction consultant for the Construction Lender (“ Lender’s Consultant”) will meet to review the percentage of completion and the Application for
Payment submitted by the Construction Manager and each subcontractor. Each Application for Payment shall be jointly approved by Developer, the
Coach Member, Coach’s Architect and the applicable Coach’s Consultants and the Lender’s Consultant, and if any Application for Payment is not
so jointly approved, Developer will cause the Construction Manager or the applicable subcontractor, as the case may be, to revise and resubmit to
Developer its Application for Payment within three (3) Business Days of Developer’s request therefor and provide the Coach Member, Coach’s
Architect and the applicable Coach’s Consultants with access via the Textura—CPM billing and payment system to such revised Application for
Payment when submitted. Developer shall cause the Executive Construction Manager to summarize the Applications for Payment received from the
Construction Manager and the subcontractors and submit to Developer and the Coach Member, Coach’s Architect and the applicable Coach’s
Consultants a Draw Request which complies with the further provisions of this Section 4.02 on or prior to the ninth (9th) day of each calendar
month during the term of this Agreement.
(ii) Developer will cause each design professional to submit to Developer at least five (5) days prior to the end of each
calendar month an Application for Payment via the Textura—CPM billing and payment system and will provide the Coach Member, Coach’s
Architect and the applicable Coach’s Consultants with access to each Application for Payment when submitted. The Coach Member, Coach’s
Architect and the applicable Coach’s Consultants may provide comments to Developer with respect to the Application for Payment submitted by any
design professional. Developer shall (A) cause the Executive Construction Manager to summarize the Applications for Payment received from the
design professionals, (B) summarize all other soft costs, design costs, Developer Overhead Costs, and other Project Costs, and (C) cause the
Executive Construction Manager to submit to Developer and the Coach Member, Coach’s Architect and the applicable Coach’s Consultants a Draw
Request which sets forth all of the foregoing and which complies with the further provisions of this Section 4.02 on or prior to the ninth (9th) day of
each calendar month during the term of this Agreement.
(iii) Developer shall prepare a monthly Draw Request that sets forth and summarizes all of the costs described in clauses (i)
and (ii) above and specifically and clearly allocates all such costs to the Coach Unit and the Fund Member Units in accordance with the Cost
Allocation Methodology and the applicable provisions of this Agreement. Each Draw Request shall conform to the Cost Allocation Methodology and
the applicable requirements of this Agreement and shall in all cases be subject to and comply with all of the requirements for draw requests under the
Mortgage Loan or the Mezzanine Loan, as applicable, set forth in the applicable Loan Documents (which requirements shall also apply, 
, to Draw Requests for any equity funds to be contributed by any Member to the Building C JV). Developer shall submit each Draw
Request to the Coach Member, Coach’s Architect and the applicable Coach’s Consultants on the tenth (10th) day of each calendar month during the
term of this Agreement.
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