Coach 2013 Annual Report Download - page 731

(c) The performance of any Developer Work or Finish Work, including, without limitation, the Coach Finish Work, or any other
work in the Project, shall not be carried out in a manner which would violate the Project Labor Agreement or any other union contracts affecting the Project
(provided that any such other union contracts shall be subject to the Coach Member’s prior written approval to the extent such contracts would impose any
obligations or restrictions on the Coach Member or any Coach Finish Work would otherwise fall under the purview thereof), or create any work stoppage,
picketing, labor disruption or labor disharmony. If Developer Work is performed using union labor, the Coach Finish Work shall also be performed using
union labor.
Section 8.05 Cost of Performing Coach Finish Work. The cost of Coach Finish Work shall not be the responsibility of the Developer, the
Building C JV or any of its subsidiaries or the Fund Member, but shall be at the sole cost and expense of the Coach Member.
ARTICLE 9.
INSPECTION RIGHTS DURING CONSTRUCTION; SUBSTANTIAL COMPLETION; DELAYS IN ACHIEVING SUBSTANTIAL COMPLETION;
PUNCH LIST; WARRANTIES; DEFECTIVE WORK
Section 9.01 Inspection by the Coach Member During Construction; On-Going Consultation . The Coach Member and its representatives
(including Coach’s Consultants) will have the right, at the Coach Member’s expense, and on reasonable notice between the hours of 8:00 a.m. and 3:00 p.m.
and at all other times during which a hoist or any other vertical transportation is in operation at the Building, to inspect from time to time any construction
work being performed by or on behalf of Developer if such work comprises or relates to the Developer Work or if the cost of such work (or any portion
thereof) will be included in the Coach Total Development Costs (including, without limitation, work on the exterior of the Building). Without limiting the
foregoing, once each month on the date established by Developer as the inspection date for purposes of preparing the monthly Draw Request, the Coach
Member and its representatives shall have the right to observe the construction work performed since the prior inspection (if and to the extent such work
comprises or relates to the Developer Work or if the cost of such work (or any portion thereof) shall be included in the Coach Total Development Costs) for the
purpose, inter alia, of confirming whether such work is in conformance with the Plans for such work. Inspection by the Coach Member pursuant to the
provisions of this Section 9.01 or the Coach Member’s failure to give a Construction Objection Notice, will not, however, be construed as acceptance by the
Coach Member or the Coach Member’s representatives of work which is defective, incomplete, or otherwise not in compliance with the Plans, or as a waiver
by the Coach Member of any rights under this Agreement, or as a release by the Coach Member of Developer or any of Developer’s contractors or any surety
from any warranty, guarantee, or obligation provided under this Agreement or the Plans or the applicable construction contract(s). Any inspection performed
by the Coach Member or its representatives shall be performed in compliance with the Project site safety plan. The Coach Member acknowledges that its right
to inspect the Base Building Work hereunder shall give it no right to direct any portion of the work except as provided in this Agreement. If the Coach Member
objects to any such aspect of the construction being performed by or on behalf of Developer or, in the course of its visual inspection, becomes aware that any
Developer Work is defective, incomplete or otherwise not in compliance with the Plans, the Coach Member shall give Developer written notice within five (5)
Business Days or such longer period of time as is reasonable under the circumstances after the Coach Member becomes so aware of the same (such notice, and
each subsequent objection notice as contemplated in the further provisions of this Section 9.01, a “Construction Objection Notice”) detailing such objection(s).
If the Coach Member gives a Construction Objection Notice, the Project Architect and Coach’s Architect will consult and meet at least twice in an effort to
resolve any issues within ten (10) Business Day of receipt by Developer of any Construction Objection Notice from the Coach Member. If the Project Architect
and Coach’s Architect are unable to resolve any dispute as to whether any Developer Work is defective, incomplete or otherwise not in compliance with the
Plans or are otherwise unable to agree on a course of action that addresses the Coach Member’s objection(s) within such ten (10) Business Day period, then
either the Coach Member or Developer may submit the matters still in dispute to Arbitration, to be resolved in accordance with the provisions of Article 14 by
the Work Dispute Arbiter.
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