THE CLOSING (AND NOT BE
MERGED THEREIN).
6.8
Early Access for Fit-Out Improvements.
Buyer shall have the right
to request access to the Property prior to the Closing from Seller in order to
begin construction of the Fit-Out Improvements and, provided that (a) in
Seller's reasonable judgment any such Fit-Out Improvements Work shall not
interfere with or delay the substantial completion of the Shell Building
Improvements and satisfaction of the Completion Requirements set forth in
Section 6.5 hereof, and (b) Buyer and Seller agree prior to the commencement of
any Fit-Out Improvements Work (i) on a firm Closing Date based on a then
projected substantial completion date provided by Contractor and reasonably
agreed to by the Construction Consultant, and (ii) on modifications to the
A.I.A. G704 Certificate of Substantial Completion to be issued pursuant to
Section 6.5(a) and the satisfaction of the Completion Requirements based on the
Fit-Out Improvements Work and its impact on Seller's ability to comply with the
obligations set forth in this Agreement, Seller shall agree to provide Buyer and
Contractor, engaged on behalf of Buyer for construction of the Fit-Out
Improvements, access to the Property prior to the Closing to begin Fit-Out
Improvement Work.
6.9
Referral of Disputes to Independent Architect.
(A)
GENERALLY.
SELLER AND BUYER HAVE AGREED TO UTILIZE THE
INDEPENDENT ARCHITECT FOR THE RESOLUTION OF DISPUTES THAT MAY ARISE WITH RESPECT
TO THE DETERMINATIONS REGARDING SUBSTANTIAL COMPLETION AND PUNCHLIST ITEMS.
(B)
REFERRAL PROCESS.
IF, AFTER GOOD FAITH NEGOTIATIONS FOR A
REASONABLE PERIOD OF TIME UNDER THE CIRCUMSTANCES (TAKING INTO ACCOUNT THE
NATURE OF THE DISPUTE), BUT IN ANY EVENT NOT MORE THAN FIVE (5) BUSINESS DAYS,
BETWEEN SELLER AND BUYER AS TO ANY MATTER THAT IS SUBJECT TO RESOLUTION BY THE
INDEPENDENT ARCHITECT, SELLER AND BUYER ARE UNABLE TO COME TO A MUTUAL AGREEMENT
REGARDING THE SAME, EITHER PARTY MAY REQUIRE THAT THE MATTER BE REFERRED TO AND
RESOLVED BY THE INDEPENDENT ARCHITECT.
ALL INVOLVED PARTICIPANTS IN THE
DISPUTED MATTER, INCLUDING TO THE EXTENT APPLICABLE, SELLER, BUYER, THE
ARCHITECT, AND/OR THE CONTRACTOR, SHALL SUBMIT TO THE INDEPENDENT ARCHITECT IN
WRITING WITHIN TWO (2) BUSINESS DAYS A DESCRIPTION IN REASONABLE DETAIL OF THE
DISPUTED MATTER AND SUCH PARTICIPANT'S PROPOSED RESOLUTION THEREOF.
INDEPENDENT
ARCHITECT SHALL BE ENTITLED TO CONSULT WITH ANY CONSULTANT(S) THAT INDEPENDENT
ARCHITECT DETERMINES NECESSARY AND WITH ALL OR ANY OF SELLER, BUYER, THE
ARCHITECT, AND/OR THE CONTRACTOR, IN ORDER THAT INDEPENDENT ARCHITECT CAN REACH
A FINAL DETERMINATION AS TO THE DISPUTED MATTER WITHIN FIVE (5) BUSINESS DAYS
AFTER RECEIPT OF THE ABOVE REFERENCED INFORMATION.
THE DETERMINATION BY
INDEPENDENT ARCHITECT SHALL BE IN WRITING AND SHALL BE BINDING ON THE PARTIES.
17
(C)
COSTS.
ANY COSTS INCURRED IN CONNECTION WITH THE RESOLUTION
PROCESS, INCLUDING, WITHOUT LIMITATION, PAYMENT OF FEES TO ARBITRATOR AND ANY
OTHER CONSULTANT ARBITRATOR ENGAGES TO ASSIST IN RESOLVING THE DISPUTE, SHALL BE
BORNE EQUALLY BY SELLER AND BUYER.
ARTICLE 7 - BUYER CHANGE ORDERS
7.1
Proposed Change Orders.
(A)
HVAC RELATED CHANGES.
AS OF THE DATE HEREOF, BUYER HAS IDENTIFIED