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Subject: Clause Models - Jason and John's
I've now removed the party and definition markup from my XML, and the
Page, PageBody, and RunningBody container as well as Header and Footer
elements from John's, so that we'll be able to compare the core
representations.
These simplified files are attached. John's is called
jasons_challenge_core.xml, and mine is called harrop_reduced.xml
If you compare the two XML files, I think you'll find that mine is
significantly easier to understand. John, please balance this with your
perspective.
To be fair, I have not spent much time lately trying to produce CSS
which works across various browsers, so I'm not sure how much of the
design of John's XML is based on the needs of CSS. John, I'm sure you
will comment when you respond.
Anyway, here are 5 observations.
Observation 1: Depth of Nesting
-------------------------------
Consider the text of 6.4(a)(1), which starts "In the case of any
Reimbursable Alteration"
Jason has it nested in 5 containers:
<Article>
<Section>
<Paragraph>
<SubParagraph>
<body>
John has it nested in 10 containers:
<Article>
<BlockBody>
<Section>
<BlockBody>
<Clause>
<BlockBody>
<Clause>
<BlockBody>
<FirstParagraph>
<en>
As such, John's XML is quite verbose.
Observation 2: <en> tag
-----------------------
Each piece of text in John's markup is surrounded by the <en> tag. This
extra container is annoying to have to keep adding when one is using an
XML editor, and something end users will complain about.
Observation 3: <BlockCaption> and <BlockBody>
---------------------------------------------
<BlockCaption> and <BlockBody> are sometimes present in John's markup,
and sometimes absent.
It seems the <BlockCaption> element is used whenever there is a
<CaptionTitle> (although there is an empty CaptionTitle on 6.4(a)(1) -
why is that?)
Sometimes you don't need a <BlockBody> - there isn't one in
<FirstParagraph> or <FirstSubPart>. I'm not sure when you do, and when
you don't.
Observation 4: Recursive use of Clause element
----------------------------------------------
John's XML nests the <Clause> element recursively:
<BlockBody>
<Clause>
<BlockCaption>
<CaptionNumber>
<en>(a)</en></CaptionNumber>
<CaptionTitle>
<en>Submission of Bids;
Different Score of Work Statement.</en></CaptionTitle>
</BlockCaption>
<BlockBody>
<Clause>
as he foreshadowed a week or so ago. Confusing for users, i think.
Observation 5: <FirstParagraph>, <FirstSubPart>
-----------------------------------------------
John's XML distinguishes the FirstParagraph from a subsequent Paragraph;
similarly for FirstSubPart. Jason's XML makes no such distinction.
This might not be necessary if you assume complete browser support for
CSS2 selectors - John what has been your experience with web browser
support for CSS2 selectors?
Sometimes the element in <FirstParagraph> is called <FirstSubPart>,
sometimes its called <SubPart>. I'm not sure whether this distinction
is made for styling purposes?
<?xml version="1.0" encoding="UTF-8"?>
<?xml-stylesheet type="text/css" href='jasons_challenge.css'?>
<Clauses>
<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 "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").</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 <!-- text missing here --> 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.</en>
</FirstSubPart>
</FirstParagraph>
<Paragraph>
<en>
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.</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 "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
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.</en>
</FirstSubPart>
</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 "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.</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'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:</en>
<List>
<ListItem>
<Dingbat>
<en>(i)</en></Dingbat>
<FirstParagraph>
<SubPart>
<en>
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 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'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</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>
</Clauses>
<?xml version="1.0" encoding="UTF-8"?>
<Clauses>
<!-- This is Article 6.4 from the lease document at http://contracts.corporate.findlaw.com
/agreements/goldman/hanover.lease.1997.08.22.html, marked up using the container names agreed
in the eContracts teleconference of 9 April 2003, and container contents suggested by
jharrop@speedlegal.com -->
<Article>
<Number FullForm="6.">6.</Number>
<Heading>Maintenance; Alterations; Certain Reimbursements; Etc.</Heading>
<Section>
<Number FullForm="6.4">6.4</Number>
<Heading>Reimbursable Alterations</Heading>
<Paragraph ID="s641">
<Number FullForm="6.4.1">(a)</Number>
<Heading>Submission of Bids; Different Score of Work Statement.</Heading>
<SubParagraph ID="s6411">
<Number FullForm="6.4.1.1">(1)</Number>
<body>In the case of any Reimbursable Alteration, Tenant shall
(subject to <CrossReference IDREF="s646">Section 6.4(f)</CrossReference>), 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
<CrossReference IDREF="s641">Section 6.4(a)</CrossReference> to do the work in question (the bidder so retained being called
the "Retained Bidder").</body>
</SubParagraph>
<SubParagraph ID="SubPara6412">
<Number FullForm="6.4.1.2">(2)</Number>
<body>If Landlord believes that the Reimbursable Alteration reflected
in the Plans and Specifications submitted by Tenant is not the most appropriate
Alteration to address <!-- text missing here --> 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
<List>
<ListItem>
<Number FullForm="6.4.1.2.24">(x)</Number>
<body>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"),</body>
</ListItem>
<ListItem>
<Number FullForm="6.4.1.2.25">(y)</Number>
<body>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</body>
</ListItem>
<ListItem ID="z">
<Number FullForm="6.4.1.2.26">(z)</Number>
<body>if Landlord believes that the Alteration
reflected in Landlord's Revised Plans is not a Reimbursable Alteration, a
statement to that effect. </body>
</ListItem>
</List>
In such a case, Tenant may elect to perform the
Alteration in question either pursuant to Landlord's Revised Plans or, subject
to <CrossReference IDREF="s633">Section 6.3(c)</CrossReference>, pursuant to the Plans and Specifications submitted by Tenant,
subject, in either case, to the provisions of <CrossReference IDREF="s648">Section 6.4(h)</CrossReference>. If Landlord shall
include the statement described in <CrossReference IDREF="z">clause (z)</CrossReference> above, and Tenant shall disagree
therewith, the dispute shall be resolved by the Appropriate Engineer.</body>
<body>If
<List>
<ListItem>
<Number FullForm="6.4.1.2.1">(A)</Number>
<body>Tenant's notice accompanying Tenant's submission to Landlord
of the bids required to be submitted to Landlord under <CrossReference IDREF="s6411">Section 6.4(a)(1)</CrossReference> shall
include the following statement in block capital letters: "THIS NOTICE IS BEING
GIVEN TO YOU UNDER <CrossReference IDREF="s641">SECTION 6.4(a)</CrossReference> 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</body>
</ListItem>
<ListItem>
<Number FullForm="6.4.1.2.2">(B)</Number>
<body>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,</body>
</ListItem>
</List>
then Landlord shall be deemed to have waived
its rights under this <CrossReference IDREF="s6412">Section 6.4(a)(2)</CrossReference> with respect to the Reimbursable
Alteration in question. If
<List>
<ListItem ID="li64121">
<Number FullForm="6.4.1.2.1">(i)</Number>
<body>Tenant's notice accompanying Tenant's submission
to Landlord of the bids required to be submitted to Landlord under <CrossReference IDREF="s6411">Section
6.4(a)(1)</CrossReference> shall include the statement set forth in <CrossReference IDREF="li64121">clause (i)</CrossReference> of the preceding
sentence <!-- There is no clause (i) in the preceding sentence! -->, and </body>
</ListItem>
<ListItem>
<Number FullForm="6.4.1.2.2">(ii)</Number>
<body>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,</body>
</ListItem>
</List>
then
Landlord shall be deemed to have agreed that such Alteration is a Reimbursable
Alteration.</body>
</SubParagraph>
</Paragraph>
<Paragraph>
<Number FullForm="6.4.2">(b)</Number>
<Heading>Reimbursement Amount.</Heading>
<body>Landlord shall, in accordance with <CrossReference IDREF="s644">Section
6.4(d)</CrossReference> or <CrossReference IDREF="s645">6.4(e)</CrossReference>, 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
<List>
<ListItem ID="li6421">
<Number FullForm="6.4.2.1">(i)</Number>
<body>the Base Amount for the work in question,
plus</body>
</ListItem>
<ListItem ID="li6422">
<Number FullForm="6.4.2.2">(ii)</Number>
<body>any Qualified Overruns; plus</body>
</ListItem>
<ListItem ID="li6423">
<Number FullForm="6.4.2.3">(iii)</Number>
<body>the reasonable fees and
disbursements of any architect or engineer retained by Tenant in connection with the work in question</body>
</ListItem>
</List>
(the sum of the amounts
referred to in <CrossReference IDREF="li6421">clauses (i)</CrossReference>, <CrossReference IDREF="li6422">(ii)</CrossReference> and <CrossReference IDREF="li6424">(iii)</CrossReference> being herein called the "Gross Amount"). Any dispute as to the reasonableness of the incurrence by Tenant of
any Cost under <CrossReference IDREF="li6422">clause (ii)</CrossReference> or <CrossReference IDREF="li6423">(iii) above</CrossReference> 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.</body>
</Paragraph>
<Paragraph>
<Number FullForm="6.4.3">(c)</Number>
<Heading>Overruns; Qualified Overruns. </Heading>
<body>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.</body>
</Paragraph>
<Paragraph>
<Number FullForm="6.4.4">(d)</Number>
<Heading>Reimbursement Upon Full Completion.</Heading>
<body>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:
<List>
<ListItem>
<Number FullForm="6.4.4.1">(i)</Number>
<body>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 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);
</body>
</ListItem>
<ListItem>
<Number FullForm="6.4.4.2">(ii)</Number>
<body>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 <CrossReference IDREF="s1312">Article
13(a)(ii))</CrossReference> and
</body>
</ListItem>
<ListItem>
<Number FullForm="6.4.4.3">(iii)</Number>
<body>no Event of Default shall have occurred and be
continuing.
</body>
</ListItem>
</List>
</body>
</Paragraph>
</Section>
</Article>
</Clauses>
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