Coach 2013 Annual Report Download - page 730

(b) If the Coach Member shall perform any Coach Finish Work prior to the Substantial Completion Date on any Block delivered to
the Coach Member in accordance with Section 8.02 and the Coach Member reasonably anticipates that such performance of Coach Finish Work shall result in
an actual delay in the Substantial Completion of Developer Work or Developer obtaining a temporary certificate of occupancy for the Building, the completion
of Punch List Work within the agreed-upon time periods to complete such Punch List Work, the Coach Member shall promptly notify Developer thereof. If (i)
prior to the Substantial Completion Date on any Block delivered to the Coach Member in accordance with Section 8.02, the Coach Member shall perform
Coach Finish Work with respect to such Block in a manner that is not consistent with good construction practices for comparable projects in New York City
and the Site Logistics Procedures (taking into account the side by side performance of (x) the Developer Work and Base Building Work and (y) the Coach
Finish Work contemplated under this Agreement), and such performance of Coach Finish Work results in an actual delay in the Substantial Completion of the
Developer Work, (ii) the Coach Member fails to comply with its obligations under this Agreement and such failure results in an actual delay in the Substantial
Completion of the Developer Work or an actual delay in the completion of Punch List Work within the agreed-upon time periods to complete such Punch List
Work, or (iii) Coach’s Architect or Coach’s Consultants act in a manner that is outside the scope of their engagement in connection with the Project and
inconsistent with this provisions of this Agreement and such actions result in an actual delay in the Substantial Completion of the Developer Work or an
actual delay in the completion of Punch List Work within the agreed-upon time periods to complete such Punch List Work (each of clauses (i)-(iii), a “Coach
Work Delay”), then, as applicable, the Developer Work shall be deemed to have been Substantially Completed (solely for purposes of Developer’s obligation to
substantially complete in accordance with the Schedule) on the date it would have been Substantially Completed but for such delay, such Punch List Work
shall be deemed to have been completed (solely for purposes of Developer’s obligation to complete the same within the agreed-upon time periods) on the date it
would have been completed but for such delay, as applicable. If Developer fails to notify the Coach Member of any delay that could become a Coach Work
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 Work 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 Work Delay (or any delay which may result in a Coach Work 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 Work 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 Work Delay and will not otherwise cause a
disruption in the Schedule, Developer shall notify the Coach Member of Developer’s estimate of such expenditure or the amount of such overtime work, and
the Coach Member shall have the right to pay such additional money (as finally determined) or to 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. The payment of such additional money by the Coach Member or the performance of such overtime work at the Coach Member’s expense shall
be in addition to, and separate from, the Coach Total Development Costs and shall not be subject to the Coach Costs Cap, shall not affect the obligations of
the Coach Member with respect to such Coach Work Delay (to the extent such delay shall not be mitigated or eliminated), and shall be guaranteed by the
Coach Guarantor subject to and in accordance with the Coach Guaranty. Any dispute with respect to the existence or duration of any Coach Work Delay shall
be submitted to Arbitration pursuant to the provisions of Article 14.
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