Common use of GMP Proposal Clause in Contracts

GMP Proposal. 4.15.1 At the time set forth on Exhibit E, the Design/Builder shall prepare and deliver to the Owner, a Guaranteed Maximum Price (“GMP”) proposal. The Design/Builder shall, at a minimum, include in the GMP 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 shall include all costs for the 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 the GMP if the Work required by the completed Construction Documents (i) is required by the Contract for Design/Build Construction, (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 a substantial enlargement of the scope of Work or (vi) substantially conforms to the nature, type, kind or quality of Work depicted in the incomplete documents. 4.15.3 If the GMP proposal is unacceptable to the Owner, the Owner shall promptly notify the Design/Builder in writing. Within fourteen (14) calendar days of such notification, the Owner, and Design/Builder shall meet to discuss and resolve any differences, inconsistencies, or misunderstandings and to negotiate recommended adjustments to the Work and/or to the GMP. 4.15.4 The Owner may, at its sole discretion and based upon its sole judgment, (i) indicate its acceptance of a GMP proposal; (ii) reject a GMP proposal; (iii) terminate the Project; or (iv) proceed to construct the Project using a party or parties other than the Design/Builder. 4.15.5 If the Owner rejects a GMP proposal, neither party shall have any further obligation pursuant to this Agreement. 4.15.6 If the Owner accepts a GMP proposal, the parties shall complete and execute Exhibit F, and the Owner shall issue a written Notice to Proceed to the Design/Builder establishing the date construction is to commence (the “Commencement Date”). The Design/Builder shall not expend any monies for construction prior to receipt of such Notice to Proceed without the written approval of the Owner.

GMP Proposal. 4.15.1 At the time conclusion of Phase 1, the Design Builder will submit a GMP Proposal pursuant to the requirements set forth on Exhibit Ein Attachment B. Unless the Parties agree otherwise, the Design/Builder GMP Proposal shall prepare and deliver include the deliverables set forth in Attachment B, including but not limited to the Ownerfollowing: 1. A proposed GMP for the cost of completing all remaining Work on the Project, a Guaranteed Maximum Price (“GMP”) proposalup to and including Final Completion of the Project. The Design/Builder shallGMP shall be less than or equal to the MADCC, at a minimumunless the Parties agree in writing otherwise. Unless the parties agree otherwise, include in the GMP proposalProposal shall include the documents listed in Section 1.07.C of Attachment B: a recital of the specific Construction Documents, including drawings, specifications, and all addenda thereto, used in preparation G. Owner’s/DES’ Option to Enter Into Phase 2 1. After submission of the GMP proposal; the five (5) elements of the Guaranteed Maximum Price: Guaranteed Maximum Cost of the Work (hereinafter defined)Proposal, detailed by each subcontract, trade, or bid division; the DesignDesign Builder and Owner/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 shall include all costs for the 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 the GMP if the Work required by the completed Construction Documents (i) is required by the Contract for Design/Build Construction, (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 a substantial enlargement of the scope of Work or (vi) substantially conforms to the nature, type, kind or quality of Work depicted in the incomplete documents. 4.15.3 If the GMP proposal is unacceptable to the Owner, the Owner shall promptly notify the Design/Builder in writing. Within fourteen (14) calendar days of such notification, the Owner, and Design/Builder DES shall meet to discuss and resolve 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 differencescomments regarding the GMP Proposal or finds any inconsistencies or inaccuracies in the information presented, inconsistenciesit shall give written notice to Design Builder of such comments or findings in a reasonably prompt manner. If appropriate, or misunderstandings and to negotiate recommended Design Builder shall, upon receipt of Owner’s/DES’ notice, make appropriate adjustments to the Work and/or 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 GMPDesign 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. 4.15.4 2. The Owner mayOwner/DES, at its sole discretion discretion, may exercise its option to enter into Phase 2 of the Contract and based upon its sole judgment, (i) indicate its acceptance of a accept the GMP proposal; (ii) reject a GMP proposal; (iii) terminate the Project; or (iv) proceed to construct the Project using a party or parties other than the Design/BuilderProposal. 4.15.5 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 rejects a Owner/DES accepts the GMP proposal, neither party shall have any further obligation pursuant to this Agreement. 4.15.6 If the Owner accepts a GMP proposalProposal, the parties shall complete 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 execute Exhibit Fthe 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 Owner shall issue a written Notice 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 Proceed exercise its option to the Design/Builder establishing the date construction is to commence (the “Commencement Date”)enter into Phase 2. 3. The Design/Design Builder shall not expend perform any monies for construction prior to receipt of such Notice to Proceed without Work after the written approval 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 When the time set forth on Exhibit EDrawings and Specifications are sufficiently complete, or upon Owner’s request, Contractor shall submit to Owner a GMP cost proposal that shall include the estimated cost to perform all of the Work (the “GMP Proposal”). To the extent that bids for any subcontracts have already been received, the Design/Builder GMP Proposal shall prepare and deliver to be based on the Owner, a Guaranteed Maximum Price actual bidding of such subcontracts. .1 The GMP Proposal shall include the following: (“GMP”a) proposal. The Design/Builder shall, at a minimum, include in the GMP 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 estimated Cost of the Work (hereinafter defined), detailed shall be broken down 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; trade 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 include 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 shall include all costs for the 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 the GMP if the Work required by the completed Construction Documents Contingency (ias defined below); (b) is required by the Contract for Design/Build Construction, (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 a substantial enlargement A description of the scope of Work or including a list of all Drawings and Specifications, including Bulletins; (vic) substantially conforms to The Baseline Construction Schedule, which confirms the nature, type, kind or quality of Work depicted in the incomplete documents. 4.15.3 If the GMP proposal is unacceptable to the Owner, the Owner shall promptly notify the Design/Builder in writing. Within fourteen (14) calendar days of such notification, the Owner, and Design/Builder shall meet to discuss and resolve any differences, inconsistencies, or misunderstandings and to negotiate recommended adjustments to the Work and/or to the GMP. 4.15.4 The Owner may, at its sole discretion and based upon its sole judgment, following: (i) indicate its acceptance of a GMP proposalProject Time; (ii) reject a GMP proposalall components of the Work; (iii) terminate the Projectcommencement and completion dates for each Subcontractor; or (iv) proceed schedule of order date and delivery date of products required for the Project, including but not limited to construct 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 punchlist process; and (ix) the proposed dates of Substantial Completion (including, without limitation, the proposed date of issuance of a certificate of occupancy and the proposed date for the start of beneficial occupancy) and Final Completion; (d) Rate Schedule (if applicable);‌ (e) Schedule of fixed expenses (if applicable); (f) Clarifications and assumptions, which may also be attached to a Release as Exhibit E; (g) A statement of Allowances, Alternates and unit prices upon which the GMP Proposal is based; (h) A staffing plan of all of Contractor’s Designated Representatives, including but not limited to a “Superintendent” and a “Project using Manager” and all positions required by Owner for the 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 party or parties bid analysis in a form acceptable to Owner and all other than exhibits relevant to determination of the DesignGMP; (j) A schedule of supplier submittals that is acceptable to Owner and the A/BuilderE; and (k) Any other information which Owner deems necessary to evaluate the GMP Proposal. 4.15.5 If .2 The GMP Proposal shall also expressly include the Owner rejects a GMP proposal, neither party shall have any further obligation pursuant to this AgreementContractor’s proposal for the General Condition Items and the General Requirement Items. 4.15.6 If .3 To the Owner accepts extent that the Drawings and Specifications require further development at the time the GMP Proposal 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 include items covered by Change Orders. .4 In preparing the GMP Proposal, Contractor may include a GMP proposal“Construction Contingency” to draw upon, the parties shall complete with Owner’s approval and execute Exhibit F, and the Owner shall issue a written Notice to Proceed to the Design/Builder establishing the date construction is extent of its availability, in accordance with this Section.‌ (a) The Construction Contingency shall not be used to commence (the “Commencement Date”)pay for Work that qualifies for a Change Order, or for costs excluded hereunder or in a Release. The Design/Builder Construction Contingency shall not expend any monies be used to pay for construction prior remedial efforts to receipt of such Notice to Proceed correct Defective Work. (b) No expenditures from the Construction Contingency shall be made without the prior written approval of Owner, whose approval will not be unreasonably withheld. (c) Contractor shall account to Owner for the Ownerallocation of Construction Contingency as part of its monthly summary reporting. .5 Upon receipt, Owner may accept, reject, or negotiate Contractor’s GMP Proposal. If Owner accepts the GMP Proposal or a modified version thereof, then the Parties shall execute a GMP Amendment to the applicable Release. If Owner rejects the GMP Proposal, then this action shall be construed as a termination for convenience for the Project in accordance herewith.

GMP Proposal. 4.15.1 At the time set forth on Exhibit E, the Design/Builder shall prepare and deliver to the Owner, a Guaranteed Maximum Price (“GMP”) proposal. The Design/Builder shall, at a minimum, include in the GMP 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 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 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 shall include all costs for the 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 the GMP if the Work required by the completed Construction Documents (i) is required by the Contract for Design/Build Construction, (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 a substantial enlargement of the scope of Work or (vi) substantially conforms to the nature, type, kind or quality of Work depicted in the incomplete documents. 4.15.3 If the GMP proposal is unacceptable to the Owner, the Owner shall promptly notify the Design/Builder in writing. Within fourteen (14) calendar days of such notification, the Owner, and Design/Builder shall meet to discuss and resolve any differences, inconsistencies, or misunderstandings and to negotiate recommended adjustments to the Work and/or to the GMP. 4.15.4 The Owner may, at its sole discretion and based upon its sole judgment, (i) indicate its acceptance of a GMP proposal; (ii) reject a GMP proposal; (iii) terminate the Project; or (iv) proceed to construct the Project using a party or parties other than the Design/Builder. 4.15.5 If the Owner rejects a GMP proposal, neither party shall have any further obligation pursuant to this Agreement. 4.15.6 If the Owner accepts a GMP proposal, the parties shall complete and execute Exhibit F, and the Owner shall issue a written Notice to Proceed to the Design/Builder establishing the date construction is to commence (the “Commencement Date”). The Design/Builder shall not expend any monies for construction prior to receipt of such Notice to Proceed without the written approval of the Owner.

GMP Proposal. 4.15.1 At the time set forth on Exhibit EF, the Design/Builder shall prepare and deliver to the Owner, a Guaranteed Maximum Price (“GMP”) proposal. The Design/Builder shall, at a minimum, include in the GMP 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 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 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 shall include all costs for the 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 the GMP if the Work required by the completed Construction Documents (i) is required by the Contract for Design/Build Construction, (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, (v) is not a substantial enlargement of the scope of Work or (vi) substantially conforms to the nature, type, kind or quality of Work depicted in the incomplete documents. 4.15.3 If the GMP proposal is unacceptable to the Owner, the Owner shall promptly notify the Design/Builder in writing. Within fourteen (14) calendar days of such notification, the Owner, Owner and Design/Builder shall meet to discuss and resolve any differences, inconsistencies, or misunderstandings and to negotiate recommended adjustments to the Work and/or to the GMP. 4.15.4 The Owner may, at its sole discretion and based upon its sole judgment, (i) indicate its acceptance of a GMP proposal; (ii) reject a GMP proposal; (iii) terminate the Project; or (iv) proceed to construct the Project using a party or parties other than the Design/Builder. 4.15.5 If the Owner rejects a GMP proposal, neither party shall have any further obligation pursuant to this Agreement. 4.15.6 If the Owner accepts a GMP proposal, the parties shall complete and execute Exhibit FG, and the Owner shall issue a written Notice to Proceed to the Design/Builder establishing the date construction is to commence (the “Commencement Date”). The Design/Builder shall not expend any monies for construction prior to receipt of such Notice to Proceed without the written approval of the Owner.

GMP Proposal. 4.15.1 At If requested by Owner, Design-Builder shall submit a GMP Proposal to Owner which shall include the time 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 on Exhibit E, the Design/Builder shall prepare in detail and deliver are attached to the Owner, a Guaranteed Maximum Price (“GMP”) proposalGMP Proposal. The A list of the assumptions and clarifications made by Design/-Builder shall, at a minimum, include in the GMP proposal: a recital of the specific Construction Documents, including drawings, specifications, and all addenda thereto, used in preparation of the GMP proposal; Proposal, which list is intended to supplement the five (5) elements information contained in the drawings and specifications and is specifically included as part of the Guaranteed Maximum Price: Guaranteed Maximum Cost Basis of Design Documents. The Scheduled Substantial Completion Date upon which the Work (hereinafter defined)proposed GMP is based, detailed by each subcontractto the extent said date has not already been established under Section 5.2.1 hereof, tradeand a schedule upon which the Scheduled Substantial Completion Date is based. If applicable, or bid division; the Design/Builder’s Contingency for the Work; Guaranteed Maximum Design/Builder’s Staffing Cost (hereinafter defined)a list of Allowance Items, detailed by expense category; Guaranteed Maximum General Conditions Cost (includes bond & insurance costs) (hereinafter defined)Allowance Values, detailed by expense category; and Guaranteed Maximum for Design/Builder’s Overhead and Profita statement of their basis. If applicable, a draft schedule of values; alternate prices. If applicable, a description schedule of all other inclusions tounit prices. If applicable, 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 a statement of Additional Services which may be incomplete at the time the Design/Builder delivers performed but which are not included in the GMP proposaland which, and that the Construction Documents may not be completed until after commencement of the Work. Neverthelessif performed, the GMP proposal shall include all costs for the 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 the basis for an increase in the GMP if the Work required by the completed Construction Documents (i) is required by the and/or Contract Time(s). The time limit for Design/Build Construction, (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 acceptance of the Work, (v) is not a substantial enlargement GMP Proposal. Review and Adjustment to GMP Proposal. After submission of the scope of Work or (vi) substantially conforms to the natureGMP Proposal, type, kind or quality of Work depicted in the incomplete documents. 4.15.3 If the GMP proposal is unacceptable to the Owner, the Design-Builder and Owner shall promptly notify the Design/Builder in writing. Within fourteen (14) calendar days of such notification, the Owner, and Design/Builder shall meet to discuss and resolve review the GMP Proposal. If Owner has any differencescomments regarding the GMP Proposal or finds any inconsistencies or inaccuracies in the information presented, inconsistenciesit shall promptly give written notice to Design-Builder of such comments or findings. If appropriate, or misunderstandings and to negotiate recommended Design-Builder shall, upon receipt of Owner’s notice, make appropriate adjustments to the Work and/or to the GMPGMP Proposal. 4.15.4 The Owner may, at its sole discretion and based upon its sole judgment, (i) indicate its acceptance of a GMP proposal; (ii) reject a GMP proposal; (iii) terminate the Project; or (iv) proceed to construct the Project using a party or parties other than the Design/Builder. 4.15.5 If the Owner rejects a GMP proposal, neither party shall have any further obligation pursuant to this Agreement. 4.15.6 If the Owner accepts a GMP proposal, the parties shall complete and execute Exhibit F, and the Owner shall issue a written Notice to Proceed to the Design/Builder establishing the date construction is to commence (the “Commencement Date”). The Design/Builder shall not expend any monies for construction prior to receipt of such Notice to Proceed without the written approval of the Owner.

GMP Proposal. 4.15.1 At the time set forth on Exhibit E, the Design/Builder shall prepare and deliver to the Owner, a Guaranteed Maximum Price (“GMP”) proposal. The Design/Builder shall, at a minimum, include in the GMP 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 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 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 shall include all costs for the 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 the GMP if the Work required by the completed Construction Documents (i) is required by the Contract for Design/Build Construction, (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 a substantial enlargement of the scope of Work or (vi) substantially conforms to the nature, type, kind or quality of Work depicted in the incomplete documents. 4.15.3 If the GMP proposal is unacceptable to the Owner, the Owner shall promptly notify the Design/Builder in writing. Within fourteen (14) calendar days of such notification, the Owner, and Design/Builder shall meet to discuss and resolve any differences, inconsistencies, or misunderstandings and to negotiate recommended adjustments to the Work and/or to the GMP. 4.15.4 The Owner may, at its sole discretion and based upon its sole judgment, (i) indicate its acceptance of a GMP proposal; (ii) reject a GMP proposal; (iii) terminate the Project; or (iv) proceed to construct the Project using a party or parties other than the Design/Builder. 4.15.5 If the Owner rejects a GMP proposal, neither party shall have any further obligation pursuant to this Agreement. 4.15.6 If the Owner accepts a GMP proposal, the parties shall complete and execute Exhibit F, and the Owner shall issue a written Notice to Proceed to the Design/Builder establishing the date construction is to commence (the “Commencement Date”). The Design/Builder shall not expend any monies for construction prior to receipt of such Notice to Proceed without the written approval of the Owner.or