OASIS Mailing List ArchivesView the OASIS mailing list archive below
or browse/search using MarkMail.

 


Help: OASIS Mailing Lists Help | MarkMail Help

legalxml-econtracts message

[Date Prev] | [Thread Prev] | [Thread Next] | [Date Next] -- [Date Index] | [Thread Index] | [List Home]


Subject: RE: [legalxml-econtracts] Clause Structure applied to Benchmark Contract


Jason,
Here you go - I have attached what you've requested: both an HTML version with
embedded CSS styling, and a LegalXML version to which is related the attached
CSS stylesheet file. An XSL-FO version would be somewhat simpler, because
paragraph elements wouldn't be split across pages -- they would be kept together
in the XSL-FO equivalent to my <RunningBody> element. An SVG version would look
alot like the LegalXML or HTML version.

Hanging indents seemed easy to me -- tell me if I've done it correctly in the
LegalXML version. Pagination also looks fine, so printing would be fine under IE
if I had more information about the proper font-family and font-size to use. The
2 versions under Mozilla have layout problems -- it appears that its rendering
engine is still screwed up. Anyway, I'd be interested to know how the 2 versions
looks in other browsers, and on Apple if someone has one.

Good exercise. Didn't do any markup other than the structural elements, but
those "semantic" items would be pretty simple to add as we go forward.
Thanks,
John


     Contract
     { display:       block;
       /*font-family:   monospace;
         font-size:     xx-small;
       */
     }
     
     /******************/
     /* Layout styling */
     /******************/
     Page
     { page-break-after: always;
       display:       block;
       margin-bottom: 1em;
       padding:       1em;
       width:         7.5in;
       height:        10in;
     }
     PageBody
     { display:       block;
       width:         6in;
       height:        9.5in;
       position:      relative;
     }
     RunningBody
     { width:         100%;
       height:        8in;
       display:       block;
     }
     Footer
     { width:         100%;
       display:       block;
       position:      absolute;
       bottom: 0px;left:0px;
     }
     RunningFooter
     { width:         100%;
       display:       block;
     }
     Header
     { width:         100%;
       display:       block;
       position:      absolute;
       top: 0px;left:0px;
     }
     RunningHeader
     { width:         100%;
       display:       block;
     }
     
     /*******************/
     /* Article styling */
     /*******************/
     Article 
     { display:       block;
       margin-top:    2em;
     }
     Article BlockBody 
     { display:       block;
     }
     Article BlockCaption 
     { display:       block;
     }
     
     /*******************/
     /* Section styling */
     /*******************/
     Section 
     { display:       block;
       margin-top:    1em;
     }
     Section BlockCaption 
     { display:       block;
       text-indent:   3em;
     }
     Section BlockBody 
     { display:       block;
     }
     
     /******************/
     /* Clause styling */
     /******************/
     Clause 
     { display:       block;
       margin-top:    .5em;
     }
     Clause BlockCaption 
     { display:       inline;
       text-indent:   3em;
     }
     Clause BlockBody 
     { display:       inline;
     }
     Clause Clause
     { display:       block;
     }
     Clause Paragraph
     { display:       block;
       margin-top:    .5em;
     }
     Clause  BlockBody FirstParagraph
     { display:       inline;
     }
     
     /*********************/
     /* SubClause styling */
     /*********************/
     Clause Clause FirstParagraph
     { 
     }
     Clause Clause Paragraph
     { display:       block;
     }
     Clause Clause BlockBody 
     { display:       inline;
       text-indent:   3em;
     }
     Clause Clause BlockBody Paragraph
     { text-indent:   2em;
     }
     Clause Clause BlockBody FirstParagraph
     { text-indent:   2em;
     }
     Clause Clause BlockCaption 
     { display:       block;
     }
     Clause Clause BlockBody Paragraph
     { text-indent:   2em;
     }
     Clause Clause BlockCaption FirstParagraph
     { text-indent:   2em;
     }

     /*********************/
     /* Paragraph styling */
     /*********************/
     Paragraph
     { display:       block;
       margin-top:    .5em;
     }
     
     /*********************/
     /* List styling      */
     /*********************/
     List
     { display:       block;
       margin-top:    .5em;
       margin-left:   5em;
     }
     ListItem
     { display:       block;
       margin-top:    .5em;
     }
     ListItem FirstParagraph
     { display:       inline;
     }

     /*********************/
     /* SubPart styling   */
     /*********************/
     SubPart 
     { text-indent:    0}     
     
     Article CaptionNumber, Article CaptionTitle   {font:bold;color:gray}
     Section CaptionNumber, Section CaptionTitle   {font:bold;color:black}
     Clause CaptionNumber,  Clause CaptionTitle   {font:bold;color:blue}
     Clause Clause CaptionNumber, Clause Clause CaptionTitle   {font:bold;color:purple}
     Dingbat  {font:bold;color:green}
     
     /* I think this is the answer to Jason's question about "hanging indents" */
     Section CaptionNumber, Clause CaptionNumber, Clause Clause CaptionNumber {width:1in}
     

Benchmark Document: http://contracts.corporate.findlaw.com/agreements/goldman/hanover.lease.1997.08.22.html

Notes. I have color-coded the Captions as follows. For Articles, it is gray. For Sections, it is black. For Clauses, it is blue. For SubClauses, it is purple. I have color-coded the Dingbats in lists, in green -- this means each list-item has a green dingbat.

I have layed-out the following 4 pages using CSS.... note that the page footer, where the page number is listed, is "fixed" to the bottom of a page, using absolute CSS positioning....

At the top of each page, you'll notice, for instance <Page 36> -- this confused me too at first, until I realized that the author is noting that this is the 36th page of the document, including front-matter such as the table of contents. So the page number, within the body of the document, is shown at the bottom of a page.

John McClure 4/21/03

<PAGE 36> -26- 6 Maintenance; Alterations; Certain Reimbursements; Etc. 6.4 Reimbursable Alterations (a) Submission of Bids; Different Score of Work Statement. (1) In the case of any Reimbursable Alteration, Tenant shall (subject to Section 6.4(f)), simultaneously with the submission of all of the Plans and Specifications therefor to Landlord (or as soon thereafter as reasonably practicable, but in no event later than the date which is 5 Business Days prior to the date upon which Landlord is required to give the Plans and Specifications Notice), deliver to Landlord a list of at least 3 reputable contractors (collectively, the "Original Bidders") from whom Tenant proposes to obtain bids for the work. Landlord shall have the right, exercisable by notice to Tenant delivered not later than 10 Business Days after receipt by Landlord of the list of the Original Bidders, to designate no more than three additional reputable contractors (which may include Landlord or an affiliate of Landlord) from whom Landlord desires Tenant to obtain bids (collectively, the "Additional Bidders"). Tenant shall, as promptly as reasonably practicable, obtain bids from at least two of the Original Bidders and solicit bids from all of the Additional Bidders (if any) on a competitive basis and submit all bids obtained (together with the proposed contracts relating thereto) to Landlord together with (x) Tenant's reasonable estimate of the date of substantial completion of the work in question (the "Estimated Substantial Completion Date") and (y) Tenant's reasonable estimate of reasonable fees and disbursements of any architect or engineer retained by Tenant in connection with the work in question, and within 5 Business Days after receipt thereof Landlord shall give notice to Tenant designating the Original Bidder or the Additional Bidder (in either case being a bidder from whom Tenant has obtained a bid) which in Landlord's judgment should perform the work in question (the bidder so designated by Landlord being called "Landlord's Preferred Bidder"). All such bids shall be on a lump sum or guaranteed maximum amount basis. Tenant shall have the right, exercisable by notice (the "Dispute Notice") given to Landlord within 5 Business Days after the date upon which Tenant receives notice of the identity of Landlord's Preferred Bidder (which Dispute Notice shall specify the Original Bidder or the Additional Bidder ("Tenant's Selected Bidder") which Tenant proposes to select to do the work in question), to dispute Landlord's designation of Landlord's Preferred Bidder, and if the Dispute Notice shall be timely given, the Appropriate Engineer shall select either Landlord's Preferred Bidder or Tenant's Selected Bidder as the bidder which (in light of the bid, contract terms, reputation and experience of such bidder) is most appropriate to do the work in question. Notwithstanding Landlord's designation of, or the Appropriate Engineer's selection of, Landlord's Preferred Bidder, Tenant may retain any Original Bidder or Additional Bidder from whom Tenant has obtained a bid in accordance with this Section 6.4(a) to do the work in question (the bidder so retained being called the "Retained Bidder"). (2) If Landlord believes that the Reimbursable Alteration reflected in the Plans and Specifications submitted by Tenant is not the most appropriate Alteration to address <PAGE 37> -27- the condition in question (in the case of a Reimbursable Replacement or Reimbursable Structural Work) or to comply with the Legal Requirement in question (in the case of a Reimbursable Legal Requirement Alteration) or to effect removal (in the case of Reimbursable Removal of Hazardous Substances) then, Landlord shall include in its notice designating Landlord's Preferred Bidder a statement to that effect (such statement being herein called a "Different Scope of Work Statement") and shall include with such notice (x) such revisions to or such replacement for the Plans and Specifications submitted by Tenant as Landlord believes are needed to reflect such most appropriate Alteration ("Landlord's Revised Plans"), (y) a list of at least 3 reputable contractors from whom Landlord desires Tenant to obtain bids for the performance of the Reimbursable Alteration in accordance with Landlord's Revised Plans ("Landlord's Alternate Bidders") and who may be the same as or different from the Additional Bidders, and (z) if Landlord believes that the Alteration reflected in Landlord's Revised Plans is not a Reimbursable Alteration, a statement to that effect. In such a case, Tenant may elect to perform the Alteration in question either pursuant to Landlord's Revised Plans or, subject to Section 6.3(c), pursuant to the Plans and Specifications submitted by Tenant, subject, in either case, to the provisions of Section 6.4(h). If Landlord shall include the statement described in clause (z) above, and Tenant shall disagree therewith, the dispute shall be resolved by the Appropriate Engineer. If (A) Tenant's notice accompanying Tenant's submission to Landlord of the bids required to be submitted to Landlord under Section 6.4(a)(1) shall include the following statement in block capital letters: "THIS NOTICE IS BEING GIVEN TO YOU UNDER SECTION 6.4(a) OF OUR LEASE WITH RESPECT TO A REIMBURSABLE ALTERATION. YOUR FAILURE TIMELY TO FURNISH A DIFFERENT SCOPE OF WORK STATEMENT WILL RESULT IN YOUR LOSING THE RIGHT TO FURNISH A DIFFERENT SCOPE OF WORK STATEMENT. IF YOU FURNISH A DIFFERENT SCOPE OF WORK STATEMENT YOUR FAILURE TO INCLUDE THEREIN A STATEMENT THAT YOU DO NOT BELIEVE THAT THE ALTERATION CALLED FOR THEREBY IS NOT A REIMBURSABLE ALTERATION WILL RESULT IN YOUR BEING DEEMED TO AGREE THAT SUCH ALTERATION CONSTITUTES A REIMBURSABLE ALTERATION" and (B) Landlord shall fail to include in its notice designating Landlord's Preferred Bidder a Different Scope of Work Statement or shall fail to include with such notice Landlord's Revised Plans or shall fail to include with such notice a list of Landlord's Alternate Bidders, then Landlord shall be deemed to have waived its rights under this Section 6.4(a)(2) with respect to the Reimbursable Alteration in question. If (i) Tenant's notice accompanying Tenant's submission to Landlord of the bids required to be submitted to Landlord under Section 6.4(a)(1) shall include the statement set forth in clause (i) of the preceding sentence, and (ii) Landlord shall furnish a Different Scope of Work Statement and shall fail to include therein a statement that Landlord does not believe that the Alteration called for thereby is not a Reimbursable Alteration, then Landlord shall be deemed to have agreed that such Alteration is a Reimbursable Alteration. (b) Reimbursement Amount. Landlord shall, in accordance with Section 6.4(d) or 6.4(e), reimburse Tenant on account of any Reimbursable Alteration in an amount (the "Reimbursement Amount") equal to the product of the Measuring Fraction multiplied by the sum of (i) the Base Amount for the work in question, plus (ii) any Qualified Overruns; plus (iii) the reasonable fees and disbursements of any architect or engineer retained <PAGE 38> -28- by Tenant in connection with the work in question (the sum of the amounts referred to in clauses (i), (ii) and (iii) being herein called the "Gross Amount"). Any dispute as to the reasonableness of the incurrence by Tenant of any Cost under clause (ii) or (iii) above in connection with the work in question, or as to the reasonableness of the amount of any such Cost, shall be determined by the Appropriate Engineer. (c) Overruns; Qualified Overruns. At any time during the performance of any Reimbursable Alteration, Tenant may give notice (an "Overrun Notice") to Landlord specifying any cost (an "Overrun") in excess of the original contract price of Tenant's Selected Bidder which Tenant expects to incur and which Tenant contends was unforeseeable by Tenant at the time of commencement of the work (each Overrun Notice to specify the nature of and reasons for the Overrun in question in reasonably complete and specific detail). Within 10 Business Days after receipt of an Overrun Notice, Landlord shall notify Tenant as to whether or not in Landlord's judgment the Overrun in question is reasonable in amount in the circumstances and was unforeseeable by Tenant at the time of commencement of the work. If Tenant shall dispute Landlord's judgment, the reasonableness of the amount of, and the foreseeability by Tenant of, the Overrun in question shall be determined by the Appropriate Engineer. Any Overrun determined by Landlord or the Appropriate Engineer to be reasonable in amount in the circumstances and unforeseeable by Tenant at the time of commencement of the work shall be a "Qualified Overrun". Tenant shall not be chargeable with the failure by any Contractor to foresee any Overrun. (d) Reimbursement Upon Full Completion. Except in the case of a Reimbursable Alteration in respect of which an Extended Completion Notice has been given, Landlord shall upon the full completion of the work in question and within 30 days after Landlord's receipt of Tenant's request therefor remit the Reimbursement Amount to Tenant; provided, that Landlord shall not be obligated to make such remittance unless: (i) Tenant's request for remittance shall be accompanied by (A) a certificate of Tenant (in form reasonably satisfactory to Landlord) stating that an amount at least equal to the Reimbursement Amount has been paid to contractors, subcontractors, materialmen, engineers, architects or other persons (whose names and addresses and a description of the work involved shall be stated) who have furnished labor, materials, supplies, permits or services for the work in question (collectively, "Contractors") and that to Tenant's best knowledge (after due inquiry) there is no outstanding indebtedness due for labor, materials, supplies, permits or services in any manner connected with the work in question which if unpaid might be the basis for any type of lien on the Leased Premises or any part thereof, and (B) a certificate of the architect or engineer who prepared the related Plans and Specifications (in form reasonably <PAGE 39> -29- satisfactory to Landlord) stating that such work has been fully completed in a good and workmanlike manner and in accordance with the Plans and Specifications (as approved by Landlord or as determined by the Appropriate Engineer to have been required to be approved by Landlord pursuant to this Lease); (ii) Landlord shall have received (A) true copies of all bills paid by Tenant to Contractors in connection with the work in question, (B) an instrument in writing from any title company insuring Landlord's estate in the Project certifying that there are no undischarged mechanics', laborers' or materialmen's liens affecting any part of the Project (other than liens, if any, in respect of which Landlord has consented to take security pursuant to Article 13(a)(ii)) and (iii) no Event of Default shall have occurred and be continuing.
<?xml version="1.0" encoding="UTF-8"?>
<?xml-stylesheet type="text/css" href='jasons_challenge.css'?>
<LEGALXML>
<Page style='height:3in;border:2px gray dotted;padding:1em'>
    <Paragraph>
        <en>Benchmark Document: 
            <a href='http://contracts.corporate.findlaw.com/agreements/goldman/hanover..lease.1997.08.22.html'>http://contracts.corporate.findlaw.com/agreements/goldman/hanover.lease.1997.08.22.html</a><br/><br/>
        </en>
    </Paragraph>
    <Paragraph>
        <en style='font-style:italic;'>
            <en style='font:bold'>Notes.</en> 
            I have color-coded the Captions as follows. For Articles, it is gray. For Sections, it is black.
            For Clauses, it is blue. For SubClauses, it is purple. I have color-coded the Dingbats in lists, in green ....
            this means each list-item has a green dingbat.
        </en>
    </Paragraph>
    <Paragraph>
        <en style='font-style:italic'>
        I have layed-out the following 4 pages using CSS.... note that the page footer, where the page number is
        listed, is &quot;fixed&quot; to the bottom of a page, using absolute CSS positioning....
    </en>
    </Paragraph>
    <Paragraph>
        <en style='font-style:italic;margin-top:1em;display:block'>At the top of each page,
        you&apos;ll notice, for instance &lt; Page 36 &gt; ... this confused me too at first, until I realized that the author
        is noting that this is the 36th page of the document, including front-matter such as the table of contents.
        So the page number, within the body of the document, is shown at the bottom of a page.
    </en>
    </Paragraph>
    <Paragraph>
        <en>John McClure 4/21/03</en>
    </Paragraph>
</Page>

<Contract>
    <Page>
        <PageBody>
            <Header>
                <RunningHeader><en style='white-space:pre'>&lt; PAGE   36&gt;</en></RunningHeader>
            </Header>
            <Footer>
                <RunningFooter>
                    <en style='display:block;text-align:center'>-26-</en>
                </RunningFooter>
            </Footer>
            <RunningBody>
                <Article>
                    <BlockCaption>
                        <CaptionNumber>
                            <en>6</en></CaptionNumber>
                        <CaptionTitle>
                            <en>Maintenance; Alterations; Certain Reimbursements; Etc.</en></CaptionTitle>
                    </BlockCaption>
                    <BlockBody>
                        <Section>
                            <BlockCaption>
                                <CaptionNumber>
                                    <en>6.4</en></CaptionNumber>
                                <CaptionTitle>
                                    <en>Reimbursable Alterations</en></CaptionTitle>
                            </BlockCaption>
                            <BlockBody>
                                <Clause>
                                    <BlockCaption>
                                        <CaptionNumber>
                                            <en>(a)</en></CaptionNumber>
                                        <CaptionTitle>
                                            <en>Submission of Bids; Different Score of Work Statement.</en></CaptionTitle>
                                    </BlockCaption>
                                    <BlockBody>
                                        <Clause>
                                            <BlockBody>
                                                <CaptionNumber>
                                                    <en>(1)</en></CaptionNumber>
                                                <CaptionTitle>
                                                    <en></en></CaptionTitle>
                                                <FirstParagraph>
                                                    <en>
             In the case of any Reimbursable Alteration, Tenant shall
(subject to Section 6.4(f)), simultaneously with the submission of all of the
Plans and Specifications therefor to Landlord (or as soon thereafter as
reasonably practicable, but in no event later than the date which is 5 Business
Days prior to the date upon which Landlord is required to give the Plans and
Specifications Notice), deliver to Landlord a list of at least 3 reputable
contractors (collectively, the &quot;Original Bidders&quot;) from whom Tenant proposes to
obtain bids for the work. Landlord shall have the right, exercisable by notice
to Tenant delivered not later than 10 Business Days after receipt by Landlord of
the list of the Original Bidders, to designate no more than three additional
reputable contractors (which may include Landlord or an affiliate of Landlord)
from whom Landlord desires Tenant to obtain bids (collectively, the &quot;Additional
Bidders&quot;). Tenant shall, as promptly as reasonably practicable, obtain bids from
at least two of the Original Bidders and solicit bids from all of the Additional
Bidders (if any) on a competitive basis and submit all bids obtained (together
with the proposed contracts relating thereto) to Landlord together with (x)
Tenant&apos;s reasonable estimate of the date of substantial completion of the work
in question (the &quot;Estimated Substantial Completion Date&quot;) and (y) Tenant&apos;s
reasonable estimate of reasonable fees and disbursements of any architect or
engineer retained by Tenant in connection with the work in question, and within
5 Business Days after receipt thereof Landlord shall give notice to Tenant
designating the Original Bidder or the Additional Bidder (in either case being a
bidder from whom Tenant has obtained a bid) which in Landlord&apos;s judgment should
perform the work in question (the bidder so designated by Landlord being called
&quot;Landlord&apos;s Preferred Bidder&quot;). All such bids shall be on a lump sum or
guaranteed maximum amount basis. Tenant shall have the right, exercisable by
notice (the &quot;Dispute Notice&quot;) given to Landlord within 5 Business Days after the
date upon which Tenant receives notice of the identity of Landlord&apos;s Preferred
Bidder (which Dispute Notice shall specify the Original Bidder or the Additional
Bidder (&quot;Tenant&apos;s Selected Bidder&quot;) which Tenant proposes to select to do the
work in question), to dispute Landlord&apos;s designation of Landlord&apos;s Preferred
Bidder, and if the Dispute Notice shall be timely given, the Appropriate
Engineer shall select either Landlord&apos;s Preferred Bidder or Tenant&apos;s Selected
Bidder as the bidder which (in light of the bid, contract terms, reputation and
experience of such bidder) is most appropriate to do the work in question.
Notwithstanding Landlord&apos;s designation of, or the Appropriate Engineer&apos;s
selection of, Landlord&apos;s Preferred Bidder, Tenant may retain any Original Bidder
or Additional Bidder from whom Tenant has obtained a bid in accordance with this
Section 6.4(a) to do the work in question (the bidder so retained being called
the &quot;Retained Bidder&quot;).</en>
                                                </FirstParagraph>
                                            </BlockBody>
                                        </Clause>
                                        <Clause>
                                            <BlockBody>
                                                <CaptionNumber>
                                                    <en>(2)</en></CaptionNumber>
                                                <FirstParagraph>
                                                    <FirstSubPart>
                                                        <en>
            If Landlord believes that the Reimbursable Alteration reflected
in the Plans and Specifications submitted by Tenant is not the most appropriate
Alteration to address</en>
                                                    </FirstSubPart>
                                                </FirstParagraph>
                                            </BlockBody>
                                        </Clause>
                                    </BlockBody>
                                </Clause>
                            </BlockBody>
                        </Section>
                    </BlockBody>
                </Article>
            </RunningBody>
        </PageBody>
    </Page>
    <Page>
        <PageBody>
            <Header>
                <RunningHeader><en style='white-space:pre'>&lt; PAGE   37&gt;</en></RunningHeader>
            </Header>
            <Footer>
                <RunningFooter>
                    <en style='display:block;text-align:center'>-27-</en>
                </RunningFooter>
            </Footer>
            <RunningBody>
                <Article>
                    <BlockBody>
                        <Section>
                            <BlockBody>
                                <Clause>
                                    <BlockBody>
                                        <Clause>
                                            <BlockBody>
                                                <FirstParagraph>
                                                    <SubPart>
                                                        <en>
the condition in question (in the case of a Reimbursable Replacement or
Reimbursable Structural Work) or to comply with the Legal Requirement in
question (in the case of a Reimbursable Legal Requirement Alteration) or to
effect removal (in the case of Reimbursable Removal of Hazardous Substances)
then, Landlord shall include in its notice designating Landlord&apos;s Preferred
Bidder a statement to that effect (such statement being herein called a
&quot;Different Scope of Work Statement&quot;) and shall include with such notice (x) such
revisions to or such replacement for the Plans and Specifications submitted by
Tenant as Landlord believes are needed to reflect such most appropriate
Alteration (&quot;Landlord&apos;s Revised Plans&quot;), (y) a list of at least 3 reputable
contractors from whom Landlord desires Tenant to obtain bids for the performance
of the Reimbursable Alteration in accordance with Landlord&apos;s Revised Plans
(&quot;Landlord&apos;s Alternate Bidders&quot;) and who may be the same as or different from
the Additional Bidders, and (z) if Landlord believes that the Alteration
reflected in Landlord&apos;s Revised Plans is not a Reimbursable Alteration, a
statement to that effect. In such a case, Tenant may elect to perform the
Alteration in question either pursuant to Landlord&apos;s Revised Plans or, subject
to Section 6.3(c), pursuant to the Plans and Specifications submitted by Tenant,
subject, in either case, to the provisions of Section 6.4(h). If Landlord shall
include the statement described in clause (z) above, and Tenant shall disagree
therewith, the dispute shall be resolved by the Appropriate Engineer.</en>
                                                    </SubPart>
                                                </FirstParagraph>
                                                <Paragraph>
                                                    <en>
            If (A) Tenant&apos;s notice accompanying Tenant&apos;s submission to Landlord
of the bids required to be submitted to Landlord under Section 6.4(a)(1) shall
include the following statement in block capital letters: &quot;THIS NOTICE IS BEING
GIVEN TO YOU UNDER SECTION 6.4(a) OF OUR LEASE WITH RESPECT TO A REIMBURSABLE
ALTERATION. YOUR FAILURE TIMELY TO FURNISH A DIFFERENT SCOPE OF WORK STATEMENT
WILL RESULT IN YOUR LOSING THE RIGHT TO FURNISH A DIFFERENT SCOPE OF WORK
STATEMENT. IF YOU FURNISH A DIFFERENT SCOPE OF WORK STATEMENT YOUR FAILURE TO
INCLUDE THEREIN A STATEMENT THAT YOU DO NOT BELIEVE THAT THE ALTERATION CALLED
FOR THEREBY IS NOT A REIMBURSABLE ALTERATION WILL RESULT IN YOUR BEING DEEMED TO
AGREE THAT SUCH ALTERATION CONSTITUTES A REIMBURSABLE ALTERATION&quot; and (B)
Landlord shall fail to include in its notice designating Landlord&apos;s Preferred
Bidder a Different Scope of Work Statement or shall fail to include with such
notice Landlord&apos;s Revised Plans or shall fail to include with such notice a list
of Landlord&apos;s Alternate Bidders, then Landlord shall be deemed to have waived
its rights under this Section 6.4(a)(2) with respect to the Reimbursable
Alteration in question. If (i) Tenant&apos;s notice accompanying Tenant&apos;s submission
to Landlord of the bids required to be submitted to Landlord under Section
6.4(a)(1) shall include the statement set forth in clause (i) of the preceding
sentence, and (ii) Landlord shall furnish a Different Scope of Work Statement
and shall fail to include therein a statement that Landlord does not believe
that the Alteration called for thereby is not a Reimbursable Alteration, then
Landlord shall be deemed to have agreed that such Alteration is a Reimbursable
Alteration.</en>
                                                </Paragraph>
                                            </BlockBody>
                                        </Clause>
                                    </BlockBody>
                                </Clause>
                                <Clause>
                                    <BlockCaption>
                                        <CaptionNumber>
                                            <en>(b)</en></CaptionNumber>
                                        <CaptionTitle>
                                            <en>Reimbursement Amount.</en></CaptionTitle>
                                    </BlockCaption>
                                    <BlockBody>
                                        <FirstParagraph>
                                            <FirstSubPart>
                                                <en>
            Landlord shall, in accordance with Section
6.4(d) or 6.4(e), reimburse Tenant on account of any Reimbursable Alteration in
an amount (the &quot;Reimbursement Amount&quot;) equal to the product of the Measuring
Fraction multiplied by the sum of (i) the Base Amount for the work in question,
plus (ii) any Qualified Overruns; plus (iii) the reasonable fees and
disbursements of any architect or engineer retained</en>
                                            </FirstSubPart>
                                        </FirstParagraph>
                                    </BlockBody>
                                </Clause>
                            </BlockBody>
                        </Section>
                    </BlockBody>
                </Article>
            </RunningBody>
        </PageBody>
    </Page>
    <Page>
        <PageBody>
            <Header>
                <RunningHeader><en style='white-space:pre'>&lt; PAGE   38&gt;</en></RunningHeader>
            </Header>
            <Footer>
                <RunningFooter>
                    <en style='display:block;text-align:center'>-28-</en>
                </RunningFooter>
            </Footer>
            <RunningBody>
                <Article>
                    <BlockBody>
                        <Section>
                            <BlockBody>
                                <Clause>
                                    <BlockBody>
                                        <FirstParagraph>
                                            <SubPart>
                                                <en>
by Tenant in connection with the work in question (the sum of the amounts
referred to in clauses (i), (ii) and (iii) being herein called the &quot;Gross
Amount&quot;). Any dispute as to the reasonableness of the incurrence by Tenant of
any Cost under clause (ii) or (iii) above in connection with the work in
question, or as to the reasonableness of the amount of any such Cost, shall be
determined by the Appropriate Engineer.</en>
                                            </SubPart>
                                        </FirstParagraph>
                                    </BlockBody>
                                </Clause>
                                <Clause>
                                    <BlockCaption>
                                        <CaptionNumber>
                                            <en>(c)</en></CaptionNumber>
                                        <CaptionTitle>
                                            <en>Overruns; Qualified Overruns.</en></CaptionTitle>
                                    </BlockCaption>
                                    <BlockBody>
                                        <FirstParagraph>
                                            <en>
            At any time during the performance
of any Reimbursable Alteration, Tenant may give notice (an &quot;Overrun Notice&quot;) to
Landlord specifying any cost (an &quot;Overrun&quot;) in excess of the original contract
price of Tenant&apos;s Selected Bidder which Tenant expects to incur and which Tenant
contends was unforeseeable by Tenant at the time of commencement of the work
(each Overrun Notice to specify the nature of and reasons for the Overrun in
question in reasonably complete and specific detail). Within 10 Business Days
after receipt of an Overrun Notice, Landlord shall notify Tenant as to whether
or not in Landlord&apos;s judgment the Overrun in question is reasonable in amount in
the circumstances and was unforeseeable by Tenant at the time of commencement of
the work. If Tenant shall dispute Landlord&apos;s judgment, the reasonableness of the
amount of, and the foreseeability by Tenant of, the Overrun in question shall be
determined by the Appropriate Engineer. Any Overrun determined by Landlord or
the Appropriate Engineer to be reasonable in amount in the circumstances and
unforeseeable by Tenant at the time of commencement of the work shall be a
&quot;Qualified Overrun&quot;. Tenant shall not be chargeable with the failure by any
Contractor to foresee any Overrun.</en>
                                        </FirstParagraph>
                                    </BlockBody>
                                </Clause>
                                <Clause>
                                    <BlockCaption>
                                        <CaptionNumber>
                                            <en>(d)</en></CaptionNumber>
                                        <CaptionTitle>
                                            <en>Reimbursement Upon Full Completion.</en></CaptionTitle>
                                    </BlockCaption>
                                    <BlockBody>
                                        <FirstParagraph>
                                            <FirstSubPart>
                                                <en>
            Except in the case of a
Reimbursable Alteration in respect of which an Extended Completion Notice has
been given, Landlord shall upon the full completion of the work in question and
within 30 days after Landlord&apos;s receipt of Tenant&apos;s request therefor remit the
Reimbursement Amount to Tenant; provided, that Landlord shall not be obligated
to make such remittance unless:</en>
                                                <List>
                                                    <ListItem>
                                                        <Dingbat>
                                                            <en>(i)</en></Dingbat>
                                                        <FirstParagraph>
                                                            <SubPart>
                                                                <en>
                              Tenant&apos;s request for remittance shall be
                              accompanied by (A) a certificate of Tenant (in
                              form reasonably satisfactory to Landlord) stating
                              that an amount at least equal to the Reimbursement
                              Amount has been paid to contractors,
                              subcontractors, materialmen, engineers, architects
                              or other persons (whose names and addresses and a
                              description of the work involved shall be stated)
                              who have furnished labor, materials, supplies,
                              permits or services for the work in question
                              (collectively, &quot;Contractors&quot;) and that to Tenant&apos;s
                              best knowledge (after due inquiry) there is no
                              outstanding indebtedness due for labor, materials,
                              supplies, permits or services in any manner
                              connected with the work in question which if
                              unpaid might be the basis for any type of lien on
                              the Leased Premises or any part thereof, and (B) a
                              certificate of the architect or engineer who
                              prepared the related Plans and Specifications (in
                              form reasonably</en>
                                                            </SubPart>
                                                        </FirstParagraph>
                                                    </ListItem>
                                                </List>
                                            </FirstSubPart>
                                        </FirstParagraph>
                                    </BlockBody>
                                </Clause>
                            </BlockBody>
                        </Section>
                    </BlockBody>
                </Article>
            </RunningBody>
        </PageBody>
    </Page>
    <Page>
        <PageBody>
            <Header>
                <RunningHeader><en style='white-space:pre'>&lt; PAGE   39&gt;</en></RunningHeader>
            </Header>
            <Footer>
                <RunningFooter>
                    <en style='display:block;text-align:center'>-29-</en>
                </RunningFooter>
            </Footer>
            <RunningBody>
                <Article>
                    <BlockBody>
                        <Section>
                            <BlockBody>
                                <Clause>
                                    <BlockBody>
                                        <FirstParagraph>
                                            <FirstSubPart>
                                                <List>
                                                    <ListItem>
                                                        <FirstParagraph>
                                                            <SubPart>
                                                                <en>
                               satisfactory to Landlord) stating that such work
                               has been fully completed in a good and
                               workmanlike manner and in accordance with the
                               Plans and Specifications (as approved by Landlord
                               or as determined by the Appropriate Engineer to
                               have been required to be approved by Landlord
                               pursuant to this Lease);</en>
                                                            </SubPart>
                                                        </FirstParagraph>
                                                    </ListItem>
                                                    <ListItem>
                                                        <Dingbat>
                                                            <en>(ii)</en></Dingbat>
                                                        <FirstParagraph>
                                                            <en>
                              Landlord shall have received (A) true copies of
                              all bills paid by Tenant to Contractors in
                              connection with the work in question, (B) an
                              instrument in writing from any title company
                              insuring Landlord&apos;s estate in the Project
                              certifying that there are no undischarged
                              mechanics&apos; laborers&apos;or materialmen&apos;s liens
                              affecting any part of the Project (other than
                              liens, if any, in respect of which Landlord has
                              consented to take security pursuant to Article 
                              13(a)(ii)) and</en>
                                                        </FirstParagraph>
                                                    </ListItem>
                                                    <ListItem>
                                                        <Dingbat>
                                                            <en>(iii)</en></Dingbat>
                                                        <FirstParagraph>
                                                            <en>
                              no Event of Default shall have occurred and be
                              continuing.</en>
                                                        </FirstParagraph>
                                                    </ListItem>
                                                </List>
                                            </FirstSubPart>
                                        </FirstParagraph>
                                    </BlockBody>
                                </Clause>
                            </BlockBody>
                        </Section>
                    </BlockBody>
                </Article>
            </RunningBody>
        </PageBody>
    </Page>
</Contract>
</LEGALXML>



[Date Prev] | [Thread Prev] | [Thread Next] | [Date Next] -- [Date Index] | [Thread Index] | [List Home]