Dispute Covenants. In the event of a dispute as to the validity of the amount of any invoice tendered by Phase One Owner for Phase Two Owner’s share of the Operating Costs, payment shall be made into the registry of any court of competent jurisdiction or to other third- party escrow agent as may be agreed by the mutual consent of the parties. Phase One Owner shall then make its books and records available to Phase Two Owner for review and verification of invoiced amounts, upon reasonable advance notice, at the sole cost and expense of Phase One Owner. Following such review, if the parties agree on the amount payable, the parties shall make the appropriate adjustment, if any, to the invoice and the escrow agent holding the deposited funds shall be instructed in writing by all parties to release said funds. If the parties are unable to agree on the amount payable, the parties shall submit the dispute to binding arbitration. Arbitration shall be conducted pursuant to the Commercial Arbitration Rules of the American Arbitration Association, in Orange County, Florida.
