Coach 2013 Annual Report Download - page 715

Section 4.03 Audit of Construction Costs. (a) The Coach Member and its representatives shall have the right, on a semi-annual basis, to
inspect, audit and make copies of all books and records of the Building C JV and its subsidiaries or the Developer, and all materials in Developer’s
possession or in the possession of the Building C JV, the Executive Construction Manager, the Construction Manager (but, in such case, only to the extent
relating to the Project or Project Costs), the Project Architect (but, in such case, only to the extent relating to the Project or Project Costs), any of the Members or
the Related/Oxford Guarantor (but, in each case, only to the extent that such Person has records relating to expenses charged to the Project which are not
otherwise available from Developer or the Building C JV and its subsidiaries), and relating to the Project or Project Costs, to the extent necessary in order to
enable the Coach Member to establish or confirm the Coach Total Development Costs or any other amounts payable by or chargeable to the Coach Member
under this Agreement. Any such audit shall be conducted during business hours, on reasonable notice, and at the Coach Member’s cost and expense;
provided, that if such audit reveals any over-charging or over-allocation to the Coach Member of Project Costs in excess of 3% of the aggregate amounts
charged or allocated to the Coach Member which are the subject of such audit, then Developer shall reimburse the Coach Member for all out of pockets costs
actually incurred by the Coach Member in conducting such audit. Any such audit may cover all prior monthly Draw Requests that have not been the subject
of any prior audit (unless it shall be necessary, in order to understand and evaluate particular transactions or payments that are the subject of the audit in
question, to review transactions or payments made which were the subject of a prior audit). The Coach Member shall submit a report of its findings (in each
audit) to Developer not later than ten (10) Business Days after it concludes each such audit.
(b) Developer and the Coach Member shall consult in good faith to resolve any matter in dispute raised in any audit conducted by the
Coach Member as provided in Section 4.03(a) within ten (10) Business Days of Developer’s receipt of the Coach Member’s audit report. If they cannot resolve
a particular dispute (with respect to any matter raised in such audit report) within such ten (10) Business Day period, the dispute shall be submitted to
Arbitration pursuant to the provisions of Article 14. In no event shall a dispute prevent or delay Draw Requests from being processed and paid, subject in all
events to the satisfaction of all conditions applicable thereto.
(c) If any amounts paid are ultimately determined not to be Project Costs, or to have been improperly charged to the Coach Total
Development Costs, the Coach Total Development Costs will be appropriately reduced and credited with interest at the Interest Rate.
(d) Nothing herein shall prevent the Coach Member from conducting an inspection of all books and records of the Building C JV,
Developer, its subsidiaries, the Executive Construction Manager or the Construction Manager (but, in the latter case, only to the extent relating to the Project or
Project Costs) for purposes of a final accounting described in Section 13.05.
Section 4.04 Books and Records. Developer shall maintain copies of all Draw Requests, invoices and other documentation as shall be necessary
to establish and verify the Project Costs for a period of two (2) years following the date on which Final Completion occurs; provided, that such maintenance
shall give the Coach Member no additional rights or time periods for audit; and provided, further, that if the Coach Member requests (at any time prior to the
expiration of such two-year period) that Developer deliver to the Coach Member (at the Coach Member’s sole cost and expense) copies of all such Draw
Requests, invoices and other documentation, then Developer shall deliver all such materials to the Coach Member.
Section 4.05 Environmental Reports; Indemnification. (a) Developer shall provide the Coach Member with a copy of all reports, inspections, or
analyses concerning the presence (or possible presence) of Hazardous Materials in or on the Land or the Building, including, without limitation, drafts thereof,
which Developer commissions or receives, in each case promptly after receipt thereof.
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