Common use of GMP Proposal Clause in Contracts

GMP Proposal. At the conclusion of Phase 1, the Design Builder will submit a GMP Proposal pursuant to the requirements set forth in Attachment B. Unless the Parties agree otherwise, the GMP Proposal shall include the deliverables set forth in Attachment B, including but not limited to the following: 1. A proposed GMP for the cost of completing all remaining Work on the Project, up to and including Final Completion of the Project. The GMP shall be less than or equal to the MADCC, unless the Parties agree in writing otherwise. Unless the parties agree otherwise, the GMP Proposal shall include the documents listed in Section 1.07.C of Attachment B: G. Owner’s/DES’ Option to Enter Into Phase 2 1. After submission of the GMP Proposal, Design Builder and Owner/DES shall meet to discuss and review the GMP Proposal. The Owner/DES shall make its best efforts to provide such comments within thirty (30) days of the Owner’s/DES’ receipt of the GMP Proposal, unless the Owner/DES provides notification that it requires additional time for review. If Owner/DES has any comments regarding the GMP Proposal or finds any inconsistencies or inaccuracies in the information presented, it shall give written notice to Design Builder of such comments or findings in a reasonably prompt manner. If appropriate, Design Builder shall, upon receipt of Owner’s/DES’ notice, make appropriate adjustments to the GMP Proposal. To assist in the Owner’s/DES’ review of the GMP Proposal, the Design Builder shall, upon the Owner’s/DES’ Request, provide all information, including but not limited to all data, reports, cost analysis, pricing, designs and specifications on which the Design Builder relied or used as a basis for the GMP Proposal. The Owner/DES shall make its best efforts to review any revised GMP Proposal within thirty (30) days of receipt of the revised GMP Proposal. 2. The Owner/DES, at its sole discretion, may exercise its option to enter into Phase 2 of the Contract and accept the GMP Proposal. a. The Owner/DES shall notify the Design Builder within thirty (30) days of receipt of the GMP Proposal of its decision whether or not to exercise its option to enter into Phase 2. b. If the Owner/DES accepts the GMP Proposal, the parties shall enter into the GMP Amendment. The total compensation paid to Design Builder for this Project shall not exceed the GMP, as amended pursuant to this Contract. c. The Owner/DES may suggest modifications to the GMP Proposal, whereupon, if such modifications are accepted in writing by Design Builder, the GMP Proposal shall be deemed accepted and the Parties shall proceed in accordance with Section 3.1.F.1.a. above. d. If Owner/DES decides not to exercise its option to enter into Phase 2 and notifies Design Builder in writing or rejects the GMP Proposal, then the GMP Proposal shall be deemed withdrawn and of no effect. In such event, Owner/DES and Design Builder shall meet and confer as to how the Project will proceed, with Owner/DES having the following options: i. The Owner/DES may authorize Design Builder to continue to proceed with the Work on the basis of reimbursement as provided in Section 3.1.E. above as supported by Design-Builder’s Payment Applications and subject to the Phase 1 Not to Exceed Amount; or ii. If the Owner/DES elects not to exercise its option to enter into Phase 2, the Design-Builder shall be compensated for the amount incurred pursuant to Section 3.1.E. above, as supported by Design-Builder’s Payment Applications and subject to the Phase 1 Not to Exceed Amount. The compensation set forth herein shall be the Design-Builder’s sole compensation for the Project if the Owner elects not to exercise its option to enter into Phase 2, and the Design Builder hereby agrees that it will not seek any other compensation, remedy or damages of any kind whatsoever if the Owner/DES elects not to exercise its option to enter into Phase 2. 3. The Design Builder shall not perform any Work after the submission of the GMP Proposal unless the Owner/DES exercises its option to enter into Phase 2 and has approved and signed the GMP Proposal unless the Design Builder obtains the Owner’s/DES’ prior, written consent to perform such Work and only to the extent that such Work is expressly described in writing in such written consent. 4. If the Design Builder performs Work after the submission of the GMP Proposal but before the Parties enter into the GMP Amendment, Design Builder shall be compensated pursuant to Section 3.1.E. of the Contract; however, in no case shall the Design Builder be entitled to be paid in excess of the Phase 1 NTE, as amended by the Parties.

GMP Proposal. 4.15.1 At the conclusion of Phase 1time set forth on Exhibit E, the Design Design/Builder will submit a GMP Proposal pursuant shall prepare and deliver to the requirements set forth Owner, a Guaranteed Maximum Price (“GMP”) proposal. The Design/Builder shall, at a minimum, include in Attachment B. Unless the Parties agree otherwiseGMP proposal: a recital of the specific Construction Documents, including drawings, specifications, and all addenda thereto, used in preparation of the GMP proposal; the five (5) elements of the Guaranteed Maximum Price: Guaranteed Maximum Cost of the Work (hereinafter defined), detailed by each subcontract, trade, or bid division; the Design/Builder’s Contingency for the Work; Guaranteed Maximum Design/Builder’s Staffing Cost (hereinafter defined), detailed by expense category; Guaranteed Maximum General Conditions Cost (includes bond & insurance costs) (hereinafter defined), detailed by expense category; and Guaranteed Maximum for Design/Builder’s Overhead and Profit. a draft schedule of values; a description of all other inclusions to, or exclusions from, the GMP; all assumptions and clarifications; and the final Construction Schedule. 4.15.2 The Design/Builder acknowledges that the Construction Documents may be incomplete at the time the Design/Builder delivers the GMP proposal, and that the Construction Documents may not be completed until after commencement of the Work. Nevertheless, the GMP Proposal proposal shall include all costs for the deliverables set forth Work required by the completed Construction Documents, and if the GMP proposal is accepted by the Owner, the Design/Builder shall be entitled to no increase in Attachment Bthe GMP if the Work required by the completed Construction Documents (i) is required by the Contract for Design/Build Construction, including but (ii) is reasonably inferable from the incomplete documents, (iii) is consistent with the Owner’s programmatic goals and objectives, (iv) is consistent with the Owner’s Design and Construction Standards and the general industry standards for completion of the Work, (v) is not limited a substantial enlargement of the scope of Work or (vi) substantially conforms to the following:nature, type, kind or quality of Work depicted in the incomplete documents. 1. A proposed 4.15.3 If the GMP for the cost of completing all remaining Work on the Project, up to and including Final Completion of the Project. The GMP shall be less than or equal proposal is unacceptable to the MADCC, unless the Parties agree in writing otherwise. Unless the parties agree otherwiseOwner, the GMP Proposal Owner shall include promptly notify the documents listed Design/Builder in Section 1.07.C writing. Within fourteen (14) calendar days of Attachment B: G. Owner’ssuch notification, the Owner, and Design/DES’ Option to Enter Into Phase 2 1. After submission of the GMP Proposal, Design Builder and Owner/DES shall meet to discuss and review the GMP Proposal. The Owner/DES shall make its best efforts resolve any differences, inconsistencies, or misunderstandings and to provide such comments within thirty (30) days of the Owner’s/DES’ receipt of the GMP Proposal, unless the Owner/DES provides notification that it requires additional time for review. If Owner/DES has any comments regarding the GMP Proposal or finds any inconsistencies or inaccuracies in the information presented, it shall give written notice to Design Builder of such comments or findings in a reasonably prompt manner. If appropriate, Design Builder shall, upon receipt of Owner’s/DES’ notice, make appropriate negotiate recommended adjustments to the GMP Proposal. To assist in Work and/or to the Owner’s/DES’ review of the GMP Proposal, the Design Builder shall, upon the Owner’s/DES’ Request, provide all information, including but not limited to all data, reports, cost analysis, pricing, designs and specifications on which the Design Builder relied or used as a basis for the GMP Proposal. The Owner/DES shall make its best efforts to review any revised GMP Proposal within thirty (30) days of receipt of the revised GMP ProposalGMP. 2. 4.15.4 The Owner/DESOwner may, at its sole discretiondiscretion and based upon its sole judgment, may exercise (i) indicate its option acceptance of a GMP proposal; (ii) reject a GMP proposal; (iii) terminate the Project; or (iv) proceed to enter into Phase 2 of construct the Contract and accept Project using a party or parties other than the GMP ProposalDesign/Builder. a. The Owner/DES 4.15.5 If the Owner rejects a GMP proposal, neither party shall notify the Design Builder within thirty (30) days of receipt of the GMP Proposal of its decision whether or not have any further obligation pursuant to exercise its option to enter into Phase 2this Agreement. b. 4.15.6 If the Owner/DES Owner accepts the a GMP Proposalproposal, the parties shall enter into the GMP Amendment. The total compensation paid to Design Builder for this Project shall not exceed the GMP, as amended pursuant to this Contract. c. The Owner/DES may suggest modifications to the GMP Proposal, whereupon, if such modifications are accepted in writing by Design Builder, the GMP Proposal shall be deemed accepted complete and the Parties shall proceed in accordance with Section 3.1.F.1.a. above. d. If Owner/DES decides not to exercise its option to enter into Phase 2 and notifies Design Builder in writing or rejects the GMP Proposal, then the GMP Proposal shall be deemed withdrawn and of no effect. In such event, Owner/DES and Design Builder shall meet and confer as to how the Project will proceed, with Owner/DES having the following options: i. The Owner/DES may authorize Design Builder to continue to proceed with the Work on the basis of reimbursement as provided in Section 3.1.E. above as supported by Design-Builder’s Payment Applications and subject to the Phase 1 Not to Exceed Amount; or ii. If the Owner/DES elects not to exercise its option to enter into Phase 2, the Design-Builder shall be compensated for the amount incurred pursuant to Section 3.1.E. above, as supported by Design-Builder’s Payment Applications and subject to the Phase 1 Not to Exceed Amount. The compensation set forth herein shall be the Design-Builder’s sole compensation for the Project if the Owner elects not to exercise its option to enter into Phase 2execute Exhibit F, and the Design Owner shall issue a written Notice to Proceed to the Design/Builder hereby agrees that it will not seek any other compensation, remedy or damages of any kind whatsoever if establishing the Owner/DES elects not date construction is to exercise its option to enter into Phase 2. 3commence (the “Commencement Date”). The Design Design/Builder shall not perform expend any Work after monies for construction prior to receipt of such Notice to Proceed without the submission written approval of the GMP Proposal unless the Owner/DES exercises its option to enter into Phase 2 and has approved and signed the GMP Proposal unless the Design Builder obtains the Owner’s/DES’ prior, written consent to perform such Work and only to the extent that such Work is expressly described in writing in such written consent. 4. If the Design Builder performs Work after the submission of the GMP Proposal but before the Parties enter into the GMP Amendment, Design Builder shall be compensated pursuant to Section 3.1.E. of the Contract; however, in no case shall the Design Builder be entitled to be paid in excess of the Phase 1 NTE, as amended by the Parties.

GMP Proposal. 4.15.1 At the conclusion of Phase 1time set forth on Exhibit F, the Design Design/Builder will submit a GMP Proposal pursuant shall prepare and deliver to the requirements set forth Owner, a Guaranteed Maximum Price (“GMP”) proposal. The Design/Builder shall, at a minimum, include in Attachment B. Unless the Parties agree otherwiseGMP proposal: (i) a recital of the specific Construction Documents, including drawings, specifications, and all addenda thereto, used in preparation of the GMP proposal; (ii) the five (5) elements of the Guaranteed Maximum Price: a. Guaranteed Maximum Cost of the Work (hereinafter defined), detailed by each subcontract, trade, or bid division; b. the Design/Builder’s Contingency for the Work; c. Guaranteed Maximum Design/Builder’s Staffing Cost (hereinafter defined), detailed by expense category; d. Guaranteed Maximum General Conditions Cost (includes bond & insurance costs) (hereinafter defined), detailed by expense category; and e. Guaranteed Maximum for Design/Builder’s Overhead and Profit. (iii) a draft schedule of values; (iv) a description of all other inclusions to, or exclusions from, the GMP; (v) all assumptions and clarifications; and (vi) the final Construction Schedule. 4.15.2 The Design/Builder acknowledges that the Construction Documents may be incomplete at the time the Design/Builder delivers the GMP proposal, and that the Construction Documents may not be completed until after commencement of the Work. Nevertheless, the GMP Proposal proposal shall include all costs for the deliverables set forth Work required by the completed Construction Documents, and if the GMP proposal is accepted by the Owner, the Design/Builder shall be entitled to no increase in Attachment Bthe GMP if the Work required by the completed Construction Documents (i) is required by the Contract for Design/Build Construction, including but not limited (ii) is reasonably inferable from the incomplete documents, (iii) is consistent with the Owner’s programmatic goals and objectives, or (iv) is consistent with the Owner’s Design and Construction Standards and the general industry standards for completion of the Work. 4.15.3 If the GMP proposal is unacceptable to the following: 1. A proposed GMP for the cost of completing all remaining Work on the Project, up to and including Final Completion of the Project. The GMP shall be less than or equal to the MADCC, unless the Parties agree in writing otherwise. Unless the parties agree otherwiseOwner, the GMP Proposal Owner shall include promptly notify the documents listed Design/Builder in Section 1.07.C writing. Within fourteen (14) calendar days of Attachment B: G. Owner’ssuch notification, the Owner and Design/DES’ Option to Enter Into Phase 2 1. After submission of the GMP Proposal, Design Builder and Owner/DES shall meet to discuss and review the GMP Proposal. The Owner/DES shall make its best efforts resolve any differences, inconsistencies, or misunderstandings and to provide such comments within thirty (30) days of the Owner’s/DES’ receipt of the GMP Proposal, unless the Owner/DES provides notification that it requires additional time for review. If Owner/DES has any comments regarding the GMP Proposal or finds any inconsistencies or inaccuracies in the information presented, it shall give written notice to Design Builder of such comments or findings in a reasonably prompt manner. If appropriate, Design Builder shall, upon receipt of Owner’s/DES’ notice, make appropriate negotiate recommended adjustments to the GMP Proposal. To assist in Work and/or to the Owner’s/DES’ review of the GMP Proposal, the Design Builder shall, upon the Owner’s/DES’ Request, provide all information, including but not limited to all data, reports, cost analysis, pricing, designs and specifications on which the Design Builder relied or used as a basis for the GMP Proposal. The Owner/DES shall make its best efforts to review any revised GMP Proposal within thirty (30) days of receipt of the revised GMP ProposalGMP. 2. 4.15.4 The Owner/DESOwner may, at its sole discretiondiscretion and based upon its sole judgment, may exercise (i) indicate its option acceptance of a GMP proposal; (ii) reject a GMP proposal; (iii) terminate the Project; or (iv) proceed to enter into Phase 2 of construct the Contract and accept Project using a party or parties other than the GMP ProposalDesign/Builder. a. The Owner/DES 4.15.5 If the Owner rejects a GMP proposal, neither party shall notify the Design Builder within thirty (30) days of receipt of the GMP Proposal of its decision whether or not have any further obligation pursuant to exercise its option to enter into Phase 2this Agreement. b. 4.15.6 If the Owner/DES Owner accepts the a GMP Proposalproposal, the parties shall enter into the GMP Amendment. The total compensation paid to Design Builder for this Project shall not exceed the GMP, as amended pursuant to this Contract. c. The Owner/DES may suggest modifications to the GMP Proposal, whereupon, if such modifications are accepted in writing by Design Builder, the GMP Proposal shall be deemed accepted complete and the Parties shall proceed in accordance with Section 3.1.F.1.a. above. d. If Owner/DES decides not to exercise its option to enter into Phase 2 and notifies Design Builder in writing or rejects the GMP Proposal, then the GMP Proposal shall be deemed withdrawn and of no effect. In such event, Owner/DES and Design Builder shall meet and confer as to how the Project will proceed, with Owner/DES having the following options: i. The Owner/DES may authorize Design Builder to continue to proceed with the Work on the basis of reimbursement as provided in Section 3.1.E. above as supported by Design-Builder’s Payment Applications and subject to the Phase 1 Not to Exceed Amount; or ii. If the Owner/DES elects not to exercise its option to enter into Phase 2, the Design-Builder shall be compensated for the amount incurred pursuant to Section 3.1.E. above, as supported by Design-Builder’s Payment Applications and subject to the Phase 1 Not to Exceed Amount. The compensation set forth herein shall be the Design-Builder’s sole compensation for the Project if the Owner elects not to exercise its option to enter into Phase 2execute Exhibit G, and the Design Owner shall issue a written Notice to Proceed to the Design/Builder hereby agrees that it will not seek any other compensation, remedy or damages of any kind whatsoever if establishing the Owner/DES elects not date construction is to exercise its option to enter into Phase 2. 3commence (the “Commencement Date”). The Design Design/Builder shall not perform expend any Work after monies for construction prior to receipt of such Notice to Proceed without the submission written approval of the GMP Proposal unless the Owner/DES exercises its option to enter into Phase 2 and has approved and signed the GMP Proposal unless the Design Builder obtains the Owner’s/DES’ prior, written consent to perform such Work and only to the extent that such Work is expressly described in writing in such written consent. 4. If the Design Builder performs Work after the submission of the GMP Proposal but before the Parties enter into the GMP Amendment, Design Builder shall be compensated pursuant to Section 3.1.E. of the Contract; however, in no case shall the Design Builder be entitled to be paid in excess of the Phase 1 NTE, as amended by the Parties.

GMP Proposal. At the conclusion of Phase 1, the Design Builder will submit a GMP Proposal pursuant to the requirements set forth in Attachment B. Unless the Parties agree otherwise, the GMP Proposal shall include the deliverables set forth in Attachment B, including but not limited to the following: 1. A proposed GMP for the cost of completing all remaining Work on the Project, up to and including Final Completion of the Project. The GMP shall be less than or equal to the MADCC, unless the Parties agree in writing otherwise. Unless the parties agree otherwise, the GMP Proposal shall include the documents listed in Section 1.07.C 2.01.C of Attachment B: G. Owner’s/DES’ Option to Enter Into Phase 2 1. After submission of the GMP Proposal, Design Builder and Owner/DES shall meet to discuss and review the GMP Proposal. The Owner/DES shall make its best efforts to provide such comments within thirty (30) days of the Owner’s/DES’ receipt of the GMP Proposal, unless the Owner/DES provides notification that it requires additional time for review. If Owner/DES has any comments regarding the GMP Proposal or finds any inconsistencies or inaccuracies in the information presented, it shall give written notice to Design Builder of such comments or findings in a reasonably prompt manner. If appropriate, Design Builder shall, upon receipt of Owner’s/DES’ notice, make appropriate adjustments to the GMP Proposal. To assist in the Owner’s/DES’ review of the GMP Proposal, the Design Builder shall, upon the Owner’s/DES’ Request, provide all information, including but not limited to all data, reports, cost analysis, pricing, designs and specifications on which the Design Builder relied or used as a basis for the GMP Proposal. The Owner/DES shall make its best efforts to review any revised GMP Proposal within thirty (30) days of receipt of the revised GMP Proposal. 2. The Owner/DES, at its sole discretion, may exercise its option to enter into Phase 2 of the Contract and accept the GMP Proposal. a. The Owner/DES shall notify the Design Builder within thirty (30) days of receipt of the GMP Proposal of its decision whether or not to exercise its option to enter into Phase 2. b. If the Owner/DES accepts the GMP Proposal, the parties shall enter into the GMP Amendment. The total compensation paid to Design Builder for this Project shall not exceed the GMP, as amended pursuant to this Contract. c. The Owner/DES may suggest modifications to the GMP Proposal, whereupon, if such modifications are accepted in writing by Design Builder, the GMP Proposal shall be deemed accepted and the Parties shall proceed in accordance with Section 3.1.F.1.a. above. d. If Owner/DES decides not to exercise its option to enter into Phase 2 and notifies Design Builder in writing or rejects the GMP Proposal, then the GMP Proposal shall be deemed withdrawn and of no effect. In such event, Owner/DES and Design Builder shall meet and confer as to how the Project will proceed, with Owner/DES having the following options: i. The Owner/DES may authorize Design Builder to continue to proceed with the Work on the basis of reimbursement as provided in Section 3.1.E. above as supported by Design-Builder’s Payment Applications and subject to the Phase 1 Not to Exceed Amount; or ii. If the Owner/DES elects not to exercise its option to enter into Phase 2, the Design-Builder shall be compensated for the amount incurred pursuant to Section 3.1.E. above, as supported by Design-Builder’s Payment Applications and subject to the Phase 1 Not to Exceed Amount. The compensation set forth herein shall be the Design-Builder’s sole compensation for the Project if the Owner elects not to exercise its option to enter into Phase 2, and the Design Builder hereby agrees that it will not seek any other compensation, remedy or damages of any kind whatsoever if the Owner/DES elects not to exercise its option to enter into Phase 2. 3. The Design Builder shall not perform any Work after the submission of the GMP Proposal unless the Owner/DES exercises its option to enter into Phase 2 and has approved and signed the GMP Proposal unless the Design Builder obtains the Owner’s/DES’ prior, written consent to perform such Work and only to the extent that such Work is expressly described in writing in such written consent. 4. If the Design Builder performs Work after the submission of the GMP Proposal but before the Parties enter into the GMP Amendment, Design Builder shall be compensated pursuant to Section 3.1.E. of the Contract; however, in no case shall the Design Builder be entitled to be paid in excess of the Phase 1 NTE, as amended by the Parties.

GMP Proposal. At When the conclusion of Phase 1Drawings and Specifications are sufficiently complete, the Design Builder will or upon Owner’s request, Contractor shall submit to Owner a GMP Proposal pursuant cost proposal that shall include the estimated cost to perform all of the requirements set forth in Attachment B. Unless Work (the Parties agree otherwise“GMP Proposal”). To the extent that bids for any subcontracts have already been received, the GMP Proposal shall be based on the actual bidding of such subcontracts. .1 The GMP Proposal shall include the deliverables set forth in Attachment Bfollowing: (a) the estimated Cost of the Work shall be broken down by trade and include the Construction Contingency (as defined below); (b) A description of the scope of Work including a list of all Drawings and Specifications, including Bulletins; (c) The Baseline Construction Schedule, which confirms the following: (i) Project Time; (ii) all components of the Work; (iii) commencement and completion dates for each Subcontractor; (iv) schedule of order date and delivery date of products required for the Project, including but not limited to those products that have long lead times; (v) Owner’s occupancy requirements; (vi) Owner’s requirements for value engineering, safety programs, and commissioning of systems; (vii) Owner’s fixtures, furnishings, and equipment activities; (viii) the following: 1. A punchlist process; and (ix) the proposed GMP dates of Substantial Completion (including, without limitation, the proposed date of issuance of a certificate of occupancy and the proposed date for the cost start of completing all remaining Work on the Projectbeneficial occupancy) and Final Completion; (d) Rate Schedule (if applicable);‌ (e) Schedule of fixed expenses (if applicable); (f) Clarifications and assumptions, up which may also be attached to a Release as Exhibit E; (g) A statement of Allowances, Alternates and including Final Completion of the Project. The GMP shall be less than or equal to the MADCC, unless the Parties agree in writing otherwise. Unless the parties agree otherwise, unit prices upon which the GMP Proposal shall include the documents listed in Section 1.07.C is based; (h) A staffing plan of Attachment B: G. Owner’s/DES’ Option to Enter Into Phase 2 1. After submission all of the GMP Proposal, Design Builder and Owner/DES shall meet to discuss and review the GMP Proposal. The Owner/DES shall make its best efforts to provide such comments within thirty (30) days of the Owner’s/DES’ receipt of the GMP Proposal, unless the Owner/DES provides notification that it requires additional time for review. If Owner/DES has any comments regarding the GMP Proposal or finds any inconsistencies or inaccuracies in the information presented, it shall give written notice to Design Builder of such comments or findings in a reasonably prompt manner. If appropriate, Design Builder shall, upon receipt of Owner’s/DES’ notice, make appropriate adjustments to the GMP Proposal. To assist in the Owner’s/DES’ review of the GMP Proposal, the Design Builder shall, upon the Owner’s/DES’ Request, provide all informationContractor’s Designated Representatives, including but not limited to a “Superintendent” and a “Project Manager” and all data, reports, cost analysis, pricing, designs and specifications on which the Design Builder relied or used as a basis positions required by Owner for the GMP Proposal. The Owner/DES shall make its best efforts Project;‌ (i) Unless otherwise agreed in writing, at least three (3) bids from qualified Subcontractors and material and/or equipment suppliers or equipment, broken down by trade, together with a bid analysis in a form acceptable to review any revised GMP Proposal within thirty (30) days of receipt Owner and all other exhibits relevant to determination of the revised GMP Proposal.GMP; 2. The Owner(j) A schedule of supplier submittals that is acceptable to Owner and the A/DES, at its sole discretion, may exercise its option E; and (k) Any other information which Owner deems necessary to enter into Phase 2 of the Contract and accept evaluate the GMP Proposal. a. .2 The Owner/DES GMP Proposal shall notify also expressly include the Design Builder within thirty (30) days of receipt of Contractor’s proposal for the General Condition Items and the General Requirement Items. .3 To the extent that the Drawings and Specifications require further development at the time the GMP Proposal of its decision whether or is prepared, Contractor may provide in the GMP Proposal for such further development consistent with Owner’s intent and reasonably inferable from the existing Contract Documents. Such further development does not to exercise its option to enter into Phase 2include items covered by Change Orders. b. If the Owner/DES accepts .4 In preparing the GMP Proposal, Contractor may include a “Construction Contingency” to draw upon, with Owner’s approval and to the parties extent of its availability, in accordance with this Section.‌ (a) The Construction Contingency shall enter into the GMP Amendmentnot be used to pay for Work that qualifies for a Change Order, or for costs excluded hereunder or in a Release. The total compensation paid to Design Builder for this Project Construction Contingency shall not exceed the GMP, as amended pursuant be used to this Contractpay for remedial efforts to correct Defective Work. c. The (b) No expenditures from the Construction Contingency shall be made without the prior written approval of Owner/DES , whose approval will not be unreasonably withheld. (c) Contractor shall account to Owner for the allocation of Construction Contingency as part of its monthly summary reporting. .5 Upon receipt, Owner may suggest modifications to the accept, reject, or negotiate Contractor’s GMP Proposal, whereupon, if such modifications are accepted in writing by Design Builder, . If Owner accepts the GMP Proposal shall be deemed accepted and or a modified version thereof, then the Parties shall proceed in accordance with Section 3.1.F.1.aexecute a GMP Amendment to the applicable Release. above. d. If Owner/DES decides not to exercise its option to enter into Phase 2 and notifies Design Builder in writing or Owner rejects the GMP Proposal, then the GMP Proposal this action shall be deemed withdrawn and of no effect. In such event, Owner/DES and Design Builder shall meet and confer construed as to how the Project will proceed, with Owner/DES having the following options: i. The Owner/DES may authorize Design Builder to continue to proceed with the Work on the basis of reimbursement as provided in Section 3.1.E. above as supported by Design-Builder’s Payment Applications and subject to the Phase 1 Not to Exceed Amount; or ii. If the Owner/DES elects not to exercise its option to enter into Phase 2, the Design-Builder shall be compensated a termination for the amount incurred pursuant to Section 3.1.E. above, as supported by Design-Builder’s Payment Applications and subject to the Phase 1 Not to Exceed Amount. The compensation set forth herein shall be the Design-Builder’s sole compensation convenience for the Project if the Owner elects not to exercise its option to enter into Phase 2, and the Design Builder hereby agrees that it will not seek any other compensation, remedy or damages of any kind whatsoever if the Owner/DES elects not to exercise its option to enter into Phase 2in accordance herewith. 3. The Design Builder shall not perform any Work after the submission of the GMP Proposal unless the Owner/DES exercises its option to enter into Phase 2 and has approved and signed the GMP Proposal unless the Design Builder obtains the Owner’s/DES’ prior, written consent to perform such Work and only to the extent that such Work is expressly described in writing in such written consent. 4. If the Design Builder performs Work after the submission of the GMP Proposal but before the Parties enter into the GMP Amendment, Design Builder shall be compensated pursuant to Section 3.1.E. of the Contract; however, in no case shall the Design Builder be entitled to be paid in excess of the Phase 1 NTE, as amended by the Parties.

GMP Proposal. 4.15.1 At the conclusion of Phase 1time set forth on Exhibit E, the Design Design/Builder will submit a GMP Proposal pursuant shall prepare and deliver to the requirements set forth Owner, a Guaranteed Maximum Price (“GMP”) proposal. The Design/Builder shall, at a minimum, include in Attachment B. Unless the Parties agree otherwiseGMP proposal: (a) a recital of the specific Construction Documents, including drawings, specifications, and all addenda thereto, used in preparation of the GMP proposal; (b) the five (5) elements of the Guaranteed Maximum Price: (i) Guaranteed Maximum Cost of the Work (hereinafter defined), detailed by each subcontract, trade, or bid division; (ii) the Design/Builder’s Contingency for the Work; (iii) Guaranteed Maximum Design/Builder’s Staffing Cost (hereinafter defined), detailed by expense category; (iv) Guaranteed Maximum General Conditions Cost (includes bond & insurance costs) (hereinafter defined), detailed by expense category; and (v) Guaranteed Maximum for Design/Builder’s Overhead and Profit. (c) a draft schedule of values; (d) a description of all other inclusions to, or exclusions from, the GMP; (e) all assumptions and clarifications; and (f) the final Construction Schedule. 4.15.2 The Design/Builder acknowledges that the Construction Documents may be incomplete at the time the Design/Builder delivers the GMP proposal, and that the Construction Documents may not be completed until after commencement of the Work. Nevertheless, the GMP Proposal proposal shall include all costs for the deliverables set forth Work required by the completed Construction Documents, and if the GMP proposal is accepted by the Owner, the Design/Builder shall be entitled to no increase in Attachment Bthe GMP if the Work required by the completed Construction Documents (i) is required by the Contract for Design/Build Construction, including but (ii) is reasonably inferable from the incomplete documents, (iii) is consistent with the Owner’s programmatic goals and objectives, (iv) is consistent with the Owner’s Design and Construction Standards and the general industry standards for completion of the Work, (v) is not limited a substantial enlargement of the scope of Work or (vi) substantially conforms to the following:nature, type, kind or quality of Work depicted in the incomplete documents. 1. A proposed 4.15.3 If the GMP for the cost of completing all remaining Work on the Project, up to and including Final Completion of the Project. The GMP shall be less than or equal proposal is unacceptable to the MADCC, unless the Parties agree in writing otherwise. Unless the parties agree otherwiseOwner, the GMP Proposal Owner shall include promptly notify the documents listed Design/Builder in Section 1.07.C writing. Within fourteen (14) calendar days of Attachment B: G. Owner’ssuch notification, the Owner, and Design/DES’ Option to Enter Into Phase 2 1. After submission of the GMP Proposal, Design Builder and Owner/DES shall meet to discuss and review the GMP Proposal. The Owner/DES shall make its best efforts resolve any differences, inconsistencies, or misunderstandings and to provide such comments within thirty (30) days of the Owner’s/DES’ receipt of the GMP Proposal, unless the Owner/DES provides notification that it requires additional time for review. If Owner/DES has any comments regarding the GMP Proposal or finds any inconsistencies or inaccuracies in the information presented, it shall give written notice to Design Builder of such comments or findings in a reasonably prompt manner. If appropriate, Design Builder shall, upon receipt of Owner’s/DES’ notice, make appropriate negotiate recommended adjustments to the GMP Proposal. To assist in Work and/or to the Owner’s/DES’ review of the GMP Proposal, the Design Builder shall, upon the Owner’s/DES’ Request, provide all information, including but not limited to all data, reports, cost analysis, pricing, designs and specifications on which the Design Builder relied or used as a basis for the GMP Proposal. The Owner/DES shall make its best efforts to review any revised GMP Proposal within thirty (30) days of receipt of the revised GMP ProposalGMP. 2. 4.15.4 The Owner/DESOwner may, at its sole discretiondiscretion and based upon its sole judgment, may exercise (i) indicate its option to enter into Phase 2 acceptance of a GMP proposal; (ii) reject a GMP proposal; (iii) terminate the Contract and accept the GMP Proposal. a. The Owner/DES shall notify the Design Builder within thirty (30) days of receipt of the GMP Proposal of its decision whether or not to exercise its option to enter into Phase 2. b. If the Owner/DES accepts the GMP Proposal, the parties shall enter into the GMP Amendment. The total compensation paid to Design Builder for this Project shall not exceed the GMP, as amended pursuant to this Contract. c. The Owner/DES may suggest modifications to the GMP Proposal, whereupon, if such modifications are accepted in writing by Design Builder, the GMP Proposal shall be deemed accepted and the Parties shall proceed in accordance with Section 3.1.F.1.a. above. d. If Owner/DES decides not to exercise its option to enter into Phase 2 and notifies Design Builder in writing or rejects the GMP Proposal, then the GMP Proposal shall be deemed withdrawn and of no effect. In such event, Owner/DES and Design Builder shall meet and confer as to how the Project will proceed, with Owner/DES having the following options: i. The Owner/DES may authorize Design Builder to continue to proceed with the Work on the basis of reimbursement as provided in Section 3.1.E. above as supported by Design-Builder’s Payment Applications and subject to the Phase 1 Not to Exceed AmountProject; or ii. If the Owner/DES elects not to exercise its option to enter into Phase 2, the Design-Builder shall be compensated for the amount incurred pursuant to Section 3.1.E. above, as supported by Design-Builder’s Payment Applications and subject to the Phase 1 Not to Exceed Amount. The compensation set forth herein shall be the Design-Builder’s sole compensation for the Project if the Owner elects not to exercise its option to enter into Phase 2, and the Design Builder hereby agrees that it will not seek any other compensation, remedy or damages of any kind whatsoever if the Owner/DES elects not to exercise its option to enter into Phase 2. 3. The Design Builder shall not perform any Work after the submission of the GMP Proposal unless the Owner/DES exercises its option to enter into Phase 2 and has approved and signed the GMP Proposal unless the Design Builder obtains the Owner’s/DES’ prior, written consent to perform such Work and only to the extent that such Work is expressly described in writing in such written consent. 4. If the Design Builder performs Work after the submission of the GMP Proposal but before the Parties enter into the GMP Amendment, Design Builder shall be compensated pursuant to Section 3.1.E. of the Contract; however, in no case shall the Design Builder be entitled to be paid in excess of the Phase 1 NTE, as amended by the Parties.

GMP Proposal. 4.15.1 At the conclusion of Phase 1time set forth on Exhibit E, the Design Design/Builder will submit a GMP Proposal pursuant shall prepare and deliver to the requirements set forth Owner, a Guaranteed Maximum Price (“GMP”) proposal. The Design/Builder shall, at a minimum, include in Attachment B. Unless the Parties agree otherwiseGMP proposal: (i) a recital of the specific Construction Documents, including drawings, specifications, and all addenda thereto, used in preparation of the GMP proposal; (ii) the five (5) elements of the Guaranteed Maximum Price: a. Guaranteed Maximum Cost of the Work (hereinafter defined), detailed by each subcontract, trade, or bid division; b. the Design/Builder’s Contingency for the Work; c. Guaranteed Maximum Design/Builder’s Staffing Cost (hereinafter defined), detailed by expense category; d. Guaranteed Maximum General Conditions Cost (includes bond & insurance costs) (hereinafter defined), detailed by expense category; and e. Guaranteed Maximum for Design/Builder’s Overhead and Profit. (iii) a draft schedule of values; (iv) a description of all other inclusions to, or exclusions from, the GMP; (v) all assumptions and clarifications; and (vi) the final Construction Schedule. 4.15.2 The Design/Builder acknowledges that the Construction Documents may be incomplete at the time the Design/Builder delivers the GMP proposal, and that the Construction Documents may not be completed until after commencement of the Work. Nevertheless, the GMP Proposal proposal shall include all costs for the deliverables set forth Work required by the completed Construction Documents, and if the GMP proposal is accepted by the Owner, the Design/Builder shall be entitled to no increase in Attachment Bthe GMP if the Work required by the completed Construction Documents (i) is required by the Contract for Design/Build Construction, including but (ii) is reasonably inferable from the incomplete documents, (iii) is consistent with the Owner’s programmatic goals and objectives, (iv) is consistent with the Owner’s Design and Construction Standards and the general industry standards for completion of the Work, (v) is not limited a substantial enlargement of the scope of Work or (vi) substantially conforms to the following:nature, type, kind or quality of Work depicted in the incomplete documents. 1. A proposed 4.15.3 If the GMP for the cost of completing all remaining Work on the Project, up to and including Final Completion of the Project. The GMP shall be less than or equal proposal is unacceptable to the MADCC, unless the Parties agree in writing otherwise. Unless the parties agree otherwiseOwner, the GMP Proposal Owner shall include promptly notify the documents listed Design/Builder in Section 1.07.C writing. Within fourteen (14) calendar days of Attachment B: G. Owner’ssuch notification, the Owner, and Design/DES’ Option to Enter Into Phase 2 1. After submission of the GMP Proposal, Design Builder and Owner/DES shall meet to discuss and review the GMP Proposal. The Owner/DES shall make its best efforts resolve any differences, inconsistencies, or misunderstandings and to provide such comments within thirty (30) days of the Owner’s/DES’ receipt of the GMP Proposal, unless the Owner/DES provides notification that it requires additional time for review. If Owner/DES has any comments regarding the GMP Proposal or finds any inconsistencies or inaccuracies in the information presented, it shall give written notice to Design Builder of such comments or findings in a reasonably prompt manner. If appropriate, Design Builder shall, upon receipt of Owner’s/DES’ notice, make appropriate negotiate recommended adjustments to the GMP Proposal. To assist in Work and/or to the Owner’s/DES’ review of the GMP Proposal, the Design Builder shall, upon the Owner’s/DES’ Request, provide all information, including but not limited to all data, reports, cost analysis, pricing, designs and specifications on which the Design Builder relied or used as a basis for the GMP Proposal. The Owner/DES shall make its best efforts to review any revised GMP Proposal within thirty (30) days of receipt of the revised GMP ProposalGMP. 2. 4.15.4 The Owner/DESOwner may, at its sole discretiondiscretion and based upon its sole judgment, may exercise (i) indicate its option acceptance of a GMP proposal; (ii) reject a GMP proposal; (iii) terminate the Project; or (iv) proceed to enter into Phase 2 of construct the Contract and accept Project using a party or parties other than the GMP ProposalDesign/Builder. a. The Owner/DES 4.15.5 If the Owner rejects a GMP proposal, neither party shall notify the Design Builder within thirty (30) days of receipt of the GMP Proposal of its decision whether or not have any further obligation pursuant to exercise its option to enter into Phase 2this Agreement. b. 4.15.6 If the Owner/DES Owner accepts the a GMP Proposalproposal, the parties shall enter into the GMP Amendment. The total compensation paid to Design Builder for this Project shall not exceed the GMP, as amended pursuant to this Contract. c. The Owner/DES may suggest modifications to the GMP Proposal, whereupon, if such modifications are accepted in writing by Design Builder, the GMP Proposal shall be deemed accepted complete and the Parties shall proceed in accordance with Section 3.1.F.1.a. above. d. If Owner/DES decides not to exercise its option to enter into Phase 2 and notifies Design Builder in writing or rejects the GMP Proposal, then the GMP Proposal shall be deemed withdrawn and of no effect. In such event, Owner/DES and Design Builder shall meet and confer as to how the Project will proceed, with Owner/DES having the following options: i. The Owner/DES may authorize Design Builder to continue to proceed with the Work on the basis of reimbursement as provided in Section 3.1.E. above as supported by Design-Builder’s Payment Applications and subject to the Phase 1 Not to Exceed Amount; or ii. If the Owner/DES elects not to exercise its option to enter into Phase 2, the Design-Builder shall be compensated for the amount incurred pursuant to Section 3.1.E. above, as supported by Design-Builder’s Payment Applications and subject to the Phase 1 Not to Exceed Amount. The compensation set forth herein shall be the Design-Builder’s sole compensation for the Project if the Owner elects not to exercise its option to enter into Phase 2execute Exhibit F, and the Design Owner shall issue a written Notice to Proceed to the Design/Builder hereby agrees that it will not seek any other compensation, remedy or damages of any kind whatsoever if establishing the Owner/DES elects not date construction is to exercise its option to enter into Phase 2. 3commence (the “Commencement Date”). The Design Design/Builder shall not perform expend any Work after monies for construction prior to receipt of such Notice to Proceed without the submission written approval of the GMP Proposal unless the Owner/DES exercises its option to enter into Phase 2 and has approved and signed the GMP Proposal unless the Design Builder obtains the Owner’s/DES’ prior, written consent to perform such Work and only to the extent that such Work is expressly described in writing in such written consent. 4. If the Design Builder performs Work after the submission of the GMP Proposal but before the Parties enter into the GMP Amendment, Design Builder shall be compensated pursuant to Section 3.1.E. of the Contract; however, in no case shall the Design Builder be entitled to be paid in excess of the Phase 1 NTE, as amended by the Parties.

GMP Proposal. At the conclusion of Phase 1If requested by Owner, the Design Design-Builder will shall submit a GMP Proposal pursuant to Owner which shall include the requirements following, unless the parties mutually agree otherwise: A proposed GMP, which shall be the sum of: Design-Builder’s Fee as defined in Section 6.2.1 hereof. The estimated Cost of the Work as defined in Section 6.3 hereof, inclusive of any Design-Builder’s Contingency as defined in Section 6.6.1.2 hereof. If applicable, any prices established under Section 6.1.2 hereof. The Basis of Design Documents, which may include, by way of example, Owner’s Project Criteria, which are set forth in Attachment B. Unless the Parties agree otherwise, detail and are attached to the GMP Proposal shall include Proposal. A list of the deliverables set forth assumptions and clarifications made by Design-Builder in Attachment Bthe preparation of the GMP Proposal, including but not limited which list is intended to supplement the information contained in the drawings and specifications and is specifically included as part of the Basis of Design Documents. The Scheduled Substantial Completion Date upon which the proposed GMP is based, to the following: 1extent said date has not already been established under Section 5.2.1 hereof, and a schedule upon which the Scheduled Substantial Completion Date is based. A proposed If applicable, a list of Allowance Items, Allowance Values, and a statement of their basis. If applicable, a schedule of alternate prices. If applicable, a schedule of unit prices. If applicable, a statement of Additional Services which may be performed but which are not included in the GMP and which, if performed, shall be the basis for an increase in the cost of completing all remaining Work on the Project, up to and including Final Completion GMP and/or Contract Time(s). The time limit for acceptance of the ProjectGMP Proposal. The Review and Adjustment to GMP shall be less than or equal to the MADCC, unless the Parties agree in writing otherwise. Unless the parties agree otherwise, the GMP Proposal shall include the documents listed in Section 1.07.C of Attachment B: G. Owner’s/DES’ Option to Enter Into Phase 2 1Proposal. After submission of the GMP Proposal, Design Design-Builder and Owner/DES Owner shall meet to discuss and review the GMP Proposal. The Owner/DES shall make its best efforts to provide such comments within thirty (30) days of the Owner’s/DES’ receipt of the GMP Proposal, unless the Owner/DES provides notification that it requires additional time for review. If Owner/DES Owner has any comments regarding the GMP Proposal or finds any inconsistencies or inaccuracies in the information presented, it shall promptly give written notice to Design Design-Builder of such comments or findings in a reasonably prompt mannerfindings. If appropriate, Design Design-Builder shall, upon receipt of Owner’s/DES’ Owner’s notice, make appropriate adjustments to the GMP Proposal. To assist in the Owner’s/DES’ review of the GMP Proposal, the Design Builder shall, upon the Owner’s/DES’ Request, provide all information, including but not limited to all data, reports, cost analysis, pricing, designs and specifications on which the Design Builder relied or used as a basis for the GMP Proposal. The Owner/DES shall make its best efforts to review any revised GMP Proposal within thirty (30) days of receipt of the revised GMP Proposal. 2. The Owner/DES, at its sole discretion, may exercise its option to enter into Phase 2 of the Contract and accept the GMP Proposal. a. The Owner/DES shall notify the Design Builder within thirty (30) days of receipt of the GMP Proposal of its decision whether or not to exercise its option to enter into Phase 2. b. If the Owner/DES accepts the GMP Proposal, the parties shall enter into the GMP Amendment. The total compensation paid to Design Builder for this Project shall not exceed the GMP, as amended pursuant to this Contract. c. The Owner/DES may suggest modifications to the GMP Proposal, whereupon, if such modifications are accepted in writing by Design Builder, the GMP Proposal shall be deemed accepted and the Parties shall proceed in accordance with Section 3.1.F.1.a. above. d. If Owner/DES decides not to exercise its option to enter into Phase 2 and notifies Design Builder in writing or rejects the GMP Proposal, then the GMP Proposal shall be deemed withdrawn and of no effect. In such event, Owner/DES and Design Builder shall meet and confer as to how the Project will proceed, with Owner/DES having the following options: i. The Owner/DES may authorize Design Builder to continue to proceed with the Work on the basis of reimbursement as provided in Section 3.1.E. above as supported by Design-Builder’s Payment Applications and subject to the Phase 1 Not to Exceed Amount; or ii. If the Owner/DES elects not to exercise its option to enter into Phase 2, the Design-Builder shall be compensated for the amount incurred pursuant to Section 3.1.E. above, as supported by Design-Builder’s Payment Applications and subject to the Phase 1 Not to Exceed Amount. The compensation set forth herein shall be the Design-Builder’s sole compensation for the Project if the Owner elects not to exercise its option to enter into Phase 2, and the Design Builder hereby agrees that it will not seek any other compensation, remedy or damages of any kind whatsoever if the Owner/DES elects not to exercise its option to enter into Phase 2. 3. The Design Builder shall not perform any Work after the submission of the GMP Proposal unless the Owner/DES exercises its option to enter into Phase 2 and has approved and signed the GMP Proposal unless the Design Builder obtains the Owner’s/DES’ prior, written consent to perform such Work and only to the extent that such Work is expressly described in writing in such written consent. 4. If the Design Builder performs Work after the submission of the GMP Proposal but before the Parties enter into the GMP Amendment, Design Builder shall be compensated pursuant to Section 3.1.E. of the Contract; however, in no case shall the Design Builder be entitled to be paid in excess of the Phase 1 NTE, as amended by the Parties.