Common use of The Program Period Clause in Contracts

The Program Period. Upon the conclusion of the Design Concept Period (i.e., when Landlord and Tenant agree in writing upon the Base Specification-Initial without comment), Landlord shall cause the Design Firm to prepare and deliver to Landlord a “Program Document” which describes the design parameters of the Project and reflects the Base Specification - Initial. Landlord shall endeavour to cause the Design Firm to prepare and deliver the Program Document within fifteen (15) Business Days after mutual agreement in writing upon the Base Specification - Initial. Landlord shall promptly deliver a copy of the Program Document to Tenant. Tenant shall provide Tenant's written comments on the Program Document to Landlord within ten (10) Business Days after receipt of the Program Document, which comments may only address issues in the Program Document which: (a) are inconsistent with the Base Specification - Initial; (b) are items contained in the Program Document which were not previously agreed upon in writing by Tenant and Landlord in the Design Concept Period; (c) are inconsistent with the Rackspace Program-Level Design Concepts and/or any Rackspace Design Goal*; or (d) do not incorporate the parties' agreements regarding the overall design concepts for the Project. Landlord agrees to make sufficient Landlord Personnel available during such ten (10) Business Day time period, in order to confer regarding the Program Document. Within ten (10) Business Days after receipt of the last of the Tenant comments on the Program Document, Landlord will review and confer with Tenant regarding the Tenant comments and provide any additional comments that Landlord may have on the Program Document, which comments may only address issues in the Program Document which: (w) are inconsistent with the Base Specification - Initial; (x) are items contained in the Program Document which were not previously agreed upon in writing by Tenant and Landlord in the Design Concept Period; (y) are inconsistent with the Rackspace Program-Level Design Concepts and/or the Rackspace Design Goals*; or (z) do not incorporate the parties' agreements regarding the overall design concepts for the Project. Tenant agrees that sufficient Tenant Personnel shall be available during such ten (10) Business Day time period to confer regarding the Program Document. Once Landlord and Tenant agree upon the Program Document and any revisions to be made thereto, Landlord shall submit the parties' agreed-upon collective comments on the Program Document to the Design Firm (such submittal anticipated to be within twenty (20) Business Days after Tenant's original receipt of the Program Document from Landlord). In the event Landlord and Tenant do not agree upon the Program Document by the Outside Design Concept Date, and the Tenant does not timely exercise its Design Failure Termination Right with respect thereto, pursuant to and in accordance with Clause 32.2, below, then, subject to Tenant's right to choose the Default Design under said Clause 32.2, the failure of the Landlord and the Tenant to agree upon the Program Document will be deemed a dispute subject to dispute resolution pursuant to and in accordance with Clause 24, below. * The parties acknowledge that the Program Period represents the last point at which objection rights exist with regard to the failure of any elements of the proposed Design to be consistent with the Rackspace Design Goals, but only to the extent the Program Document contains sufficient information and detail for the parties hereto to reasonably determine the existence of any such inconsistency [e.g., in the event that (aa) the Program Document includes sufficient information and detail to reflect a Design that, according to the Design Firm and consistent with industry standards for such calculation, would reasonably be expected to yield an annualized PUE in excess of [*****] (see Clause 4.2(3)(iv), above), and (bb) the Design is approved by Landlord and Tenant upon the conclusion of the Program Period phase (i.e., Landlord and Tenant agree upon the Program Document without comment or agree on any and all comments to be made thereto), the parties agree that neither may raise an objection (or withhold an approval) later in the process based solely on the inconsistency of the Design with the PUE prescribed as part of the Rackspace Design Goals (though, for avoidance of doubt, either party may object or withhold approval based on the inconsistency of the Design with the PUE reflected in the Program Document).