Common use of GUARANTEED MAXIMUM PRICE PROPOSAL Clause in Contracts

GUARANTEED MAXIMUM PRICE PROPOSAL. 7.1 At the conclusion of the Design Development phase the Contractor shall prepare and submit a Guaranteed Maximum Price Proposal to Owner based on the Design Development phase documents and review comments. The GMP shall be delivered to the Owner within three (3) weeks of the Design Development review meeting or a date established by the Owner. The GMP Proposal must be prepared in accordance with the guidelines established by Owner and delivered in the format specified by Owner in Exhibit “E” attached to this Agreement. Owner, at its sole option and discretion, may specify different requirements for the GMP Proposal. Contractor shall not withdraw its Guaranteed Maximum Price Proposal for ninety (90) days following submission to Owner. 7.2 In developing the GMP Proposal, Contractor shall coordinate efforts with A/E to identify qualifications, clarifications, assumptions, exclusions, value engineering and any other factors relevant to establishment of a GMP. Contractor shall review development of the GMP Proposal with Owner on an ongoing basis to address clarifications of scope and pricing, distribution of contingencies, schedule, assumptions, exclusions, and other matters relevant to the establishment of a GMP. 7.3 The GMP Proposal must include a written description of how it was derived that specifically identifies the clarifications and assumptions made by Contractor in the GMP and the monetary amounts attributable to them. The GMP Proposal shall include, without limitation, a breakdown of Contractor’s estimated General Conditions Costs and estimated Cost of the Work organized by trade and Masterformat 2004; contingency amounts; the Construction Phase Fee; and the proposed Contract Time, including dates for Notice to Proceed, Substantial Completion and Final Completion. Notwithstanding the breakdown of Contractor’s estimated costs, there are no line item guaranteed maximum amounts except for general conditions. 7.4 The Guaranteed Maximum Price Proposal shall allow for reasonably expected changes and refinements in the Drawings and Specifications through completion of the Construction Documents, except for material changes in scope. 7.5 The GMP Proposal shall include a Contractor’s Contingency amount. 7.6 Included with its GMP Proposal, Contractor shall provide three complete, bound sets of the drawings, specifications, plans, sketches, instructions, requirements, materials, equipment specifications and other information or documents that fully describe the Project as developed at the time of the GMP Proposal and that are relevant to the establishment of the GMP. The bound supporting documents shall be referenced in and incorporated into the GMP Proposal. 7.7 The GMP Proposal and all supporting documents shall identify and describe all items, assumptions, costs, contingencies, schedules and other matters necessary and relevant for proper execution and completion of the Work and for establishment of the GMP. The GMP Proposal and the supporting documents are complementary and, in the event of an irreconcilable conflict between or among them, the interpretation that provides for the higher quality or quantity of material and/or workmanship shall prevail over all other interpretations. 7.8 In submitting the GMP Proposal, Contractor represents that it will provide every item, system or element of performance that is identified, shown or specified in the GMP Proposal or the supporting documents, along with those necessary or ancillary materials that are reasonably inferable and equipment for their complete operating installation, unless specifically accepted in writing by Owner. Upon Owner’s written acceptance of the GMP Proposal, Contractor shall not be entitled to any increase in the GMP due to the continued refinement of the Construction Documents or the absence or addition of any detail or specification that may be required in order to complete the construction of the Project as described in and reasonably inferable from the GMP Proposal or the supporting documents used to establish the GMP. 7.9 The GMP Proposal shall adopt and incorporate all of the terms and conditions of this Agreement and all attachments to this Agreement. Any proposed deviation from the terms and conditions of this Agreement must be clearly and conspicuously identified to Owner in writing and specifically accepted in writing by Owner. In the event of a conflict between any term of the GMP Proposal that was not clearly and conspicuously identified and approved by Owner and the terms of this Agreement and its attachments, the terms of the Agreement and its attachments shall control. 7.10 Owner may accept or reject the Guaranteed Maximum Price Proposal or attempt to negotiate its terms with Contractor. Upon acceptance by Owner of the GMP Proposal in writing, both parties shall execute the GMP Proposal which shall become part of this Agreement. If Owner rejects the GMP Proposal or the parties are unable or unwilling to agree on a GMP, Owner may terminate this Agreement. 7.11 Following Owner’s acceptance of the GMP Proposal, Contractor shall continue to monitor the development of the Construction Documents so that, when complete, the Construction Documents adequately incorporate and resolve all qualifications, assumptions, clarifications, exclusions and value engineering issues identified in the GMP Proposal. During the Construction Documents stage, Contractor and A/E shall jointly deliver a monthly written status report to Owner describing the progress on the incorporation of all qualifications, assumptions, clarifications, exclusions, value engineering issues and all other matters relevant to the establishment of the GMP into the Construction Documents. 7.12 Contractor shall be entitled to an equitable adjustment of the GMP if it is required to pay or bear the burden of any new federal, state, or local tax, or any rate increase of an existing tax, except taxes on income, adopted through statute, court decision, written ruling, or regulation taking effect after acceptance of the GMP Proposal. This equitable adjustment does not apply to tax increases borne solely by Subcontractors. 7.13 The parties may agree to convert the GMP to a lump sum contract amount at any time after Contractor has received bids or proposals from trade Contractors or Subcontractors for the performance of all major elements of the Project. In proposing a lump sum amount, Contractor shall consider the buyout savings, any unused contingency amounts and the trade package contracts that have not been finalized. In preparing a lump sum conversion proposal, Contractor must provide the following information: 7.13.1 The stage of completion of the Project; 7.13.2 The trade packages that have been completely bought out; 7.13.3 The trade packages remaining that have not been bought out; 7.13.4 A complete line item breakdown of the calculations used to establish a lump sum amount based on the GMP Schedule of Values; 7.13.5 An accounting of all savings amounts that are to be returned to Owner as part of the lump sum calculation; and 7.13.6 Any other Project information requested by Owner. 7.14 Contractor shall document the actual Cost of the Project at buyout as compared to the Guaranteed Maximum Price Proposal and shall report this information to Owner monthly and with Contractor’s recommendation for selection of a bid/proposal for each subcontracting package. 7.15 Notwithstanding anything to the contrary herein, Contractor shall have no liability for delay or liquidated damages if the parties are unable to reach an agreement on the GMP.

GUARANTEED MAXIMUM PRICE PROPOSAL. 7.1 At the conclusion of the Design Development phase the Contractor shall prepare and submit a Guaranteed Maximum Price Proposal to Owner based on the Design Development phase documents and review comments. The GMP shall be delivered to the Owner within three (3) weeks of the Design Development review meeting or a date established by the Owner. The GMP Proposal must be prepared in accordance with the guidelines established by Owner and delivered in the format specified by Owner in Exhibit “E” attached to this Agreement. Owner, at its sole option and discretion, may specify different requirements for the GMP Proposal. Contractor shall not withdraw its Guaranteed Maximum Price Proposal for ninety (90) days following submission to Owner. 7.2 In developing the GMP Proposal, Contractor shall coordinate efforts with A/E to identify qualifications, clarifications, assumptions, exclusions, value engineering and any other factors relevant to establishment of a GMP. Contractor shall review development of the GMP Proposal with Owner on an ongoing basis to address clarifications of scope and pricing, distribution of contingencies, schedule, assumptions, exclusions, and other matters relevant to the establishment of a GMP. 7.3 The GMP Proposal must include a written description of how it was derived that specifically identifies the clarifications and assumptions made by Contractor in the GMP and the monetary amounts attributable to them. The GMP Proposal shall indicate any pricing that was supplied by a single trade contractor. The GMP Proposal shall include, without limitation, a breakdown of Contractor’s estimated General Conditions Costs in a format as indicated in Exhibit “D” and estimated Cost of the Work organized by trade and Masterformat 2004MasterFormat 2012; contingency amounts; the Construction Phase Fee; and the proposed Contract Time, including dates for Notice to Proceed, Substantial Completion and Final Completion. As a part of the General Conditions cost the contractor shall provide a completed Exhibit “G” for their personnel required for the project. Notwithstanding the breakdown of Contractor’s estimated costs, there are no line item guaranteed maximum amounts except for general conditions. 7.4 The Guaranteed Maximum Price Proposal shall allow for reasonably expected changes and refinements in the Drawings and Specifications through completion of the Construction Documents, except for material changes in scope. 7.5 The GMP Proposal shall include a Contractor’s Contingency amount. 7.6 Included with its GMP Proposal, Contractor shall provide three complete, bound sets complete and signed copies of Exhibit E. The GMP Proposal shall also indicate the drawings, specifications, plans, sketches, instructions, requirements, materials, equipment specifications and other information or documents that fully describe the Project as developed at the time of the GMP Proposal and that are relevant to the establishment of the GMP. The bound supporting documents shall be referenced in and incorporated into the GMP Proposal. 7.7 The GMP Proposal and all supporting documents shall identify and describe all items, assumptions, costs, contingencies, schedules and other matters necessary and relevant for proper execution and completion of the Work and for establishment of the GMP. The GMP Proposal and the supporting documents are complementary and, in the event of an irreconcilable conflict between or among them, the interpretation that provides for the higher quality or quantity of material and/or workmanship shall prevail over all other interpretations. 7.8 In submitting the GMP Proposal, Contractor represents that it will provide every item, system or element of performance that is identified, shown or specified in the GMP Proposal or the supporting documents, along with those necessary or ancillary materials that are reasonably inferable and equipment for their complete operating installation, unless specifically accepted in writing by Owner. Upon Owner’s written acceptance of the GMP Proposal, Contractor shall not be entitled to any increase in the GMP due to the continued refinement of the Construction Documents or the absence or addition of any detail or specification that may be required in order to complete the construction of the Project as described in and reasonably inferable from the GMP Proposal or the supporting documents used to establish the GMP. 7.9 The GMP Proposal shall adopt and incorporate all of the terms and conditions of this Agreement and all attachments to this Agreement. Any proposed deviation from the terms and conditions of this Agreement must be clearly and conspicuously identified to Owner in writing separate from the GMP Proposal and specifically accepted in writing by OwnerOwner in an amendment to this Agreement. In the event of a conflict between any term of the GMP Proposal that was not clearly and conspicuously identified and approved by Owner and the terms of this Agreement and its attachments, the terms of the Agreement and its attachments shall control. 7.10 Owner may accept or reject the Guaranteed Maximum Price Proposal or attempt to negotiate its terms with Contractor. Upon acceptance by Owner of the GMP Proposal in writing, both parties shall execute the GMP Proposal (Exhibit “E”) which shall become part of this Agreement. If Owner rejects the GMP Proposal or the parties are unable or unwilling to agree on a GMP, Owner may terminate this Agreement. 7.11 Following Owner’s acceptance of the GMP Proposal, Contractor shall continue to monitor the development of the Construction Documents so that, when complete, the Construction Documents adequately incorporate and resolve all qualifications, assumptions, clarifications, exclusions and value engineering issues identified in the GMP Proposal. During the Construction Documents stage, Contractor and A/E shall jointly deliver a monthly written status report to Owner describing the progress on the incorporation of all qualifications, assumptions, clarifications, exclusions, value engineering issues and all other matters relevant to the establishment of the GMP into the Construction Documents. 7.12 Contractor shall be entitled to an equitable adjustment of the GMP if it is required to pay or bear the burden of any new federal, state, or local tax, or any rate increase of an existing tax, except taxes on income, adopted through statute, court decision, written ruling, or regulation taking effect after acceptance of the GMP Proposal. This equitable adjustment does not apply to tax increases borne solely by Subcontractors. 7.13 The parties may agree to convert the GMP to a lump sum contract amount at any time after Contractor has received bids or proposals from trade Contractors or Subcontractors for the performance of all major elements of the Project. In proposing a lump sum amount, Contractor shall consider the buyout savings, any unused contingency amounts and the trade package contracts that have not been finalized. In preparing a lump sum conversion proposal, Contractor must provide the following information: 7.13.1 The stage of completion of the Project; 7.13.2 The trade packages that have been completely bought out; 7.13.3 The trade packages remaining that have not been bought out; 7.13.4 A complete line item breakdown of the calculations used to establish a lump sum amount based on the GMP Schedule of Values; 7.13.5 An accounting of all savings amounts that are to be returned to Owner as part of the lump sum calculation; and 7.13.6 Any other Project information requested by Owner. 7.14 Contractor shall document the actual Cost of the Project at buyout as compared to the Guaranteed Maximum Price Proposal and shall report this information to Owner monthly and with Contractor’s recommendation for selection of a bid/proposal for each subcontracting package. 7.15 Notwithstanding anything to the contrary herein, Contractor shall have no liability for delay or liquidated damages if the parties are unable to reach an agreement on the GMP.

GUARANTEED MAXIMUM PRICE PROPOSAL. 7.1 At When the conclusion Parties agree that the design of the Design Development phase the Contractor Project is sufficiently developed and documented to allow detailed pricing of its construction, Construction Manager shall prepare and submit a Guaranteed Maximum Price (“GMP”) Proposal to Owner based on the Design Development phase documents and review comments. The GMP shall be delivered to the Owner within three (3) weeks of the Design Development review meeting or a date established by the Owner. The GMP Proposal must be prepared in accordance with the guidelines established by Owner and delivered in the format specified by Owner in Exhibit “E” the attached to this Agreementexhibits. Owner, at its sole option and discretion, may specify different requirements for the GMP Proposal. Contractor Construction Manager shall not withdraw its Guaranteed Maximum Price Proposal for ninety (90) days following submission to the Owner. 7.2 . In developing the GMP Proposal, Contractor the Construction Manager shall coordinate efforts with A/E the Project Architect to identify qualifications, clarifications, assumptions, exclusions, value engineering and any other factors relevant to establishment of a GMP. Contractor The Construction Manager shall review development of the GMP Proposal with the Owner on an ongoing basis to address clarifications of scope and pricing, distribution of contingencies, schedule, assumptions, exclusions, and other matters relevant to the establishment of a GMP. 7.3 . The GMP Proposal must include a written description of how it was derived that specifically identifies the clarifications and assumptions made by Contractor the Construction Manager in the GMP and the monetary amounts attributable to them. The GMP Proposal shall include, without limitation, a breakdown of ContractorConstruction Manager’s estimated General Conditions Costs and estimated Cost Costs of the Work organized by trade and Masterformat 2004trade; contingency amounts; the Construction Phase Fee; and the proposed Contract Time, including dates for Notice to Proceed, Substantial Completion and Final Completion. Notwithstanding the breakdown of Contractor’s estimated costs, there are no line item guaranteed maximum amounts except for general conditions. 7.4 The Guaranteed Maximum Price Proposal shall allow for reasonably expected changes and refinements in the Drawings and Specifications through completion of the Construction Documents, except for material changes in scope. 7.5 . The GMP Proposal shall may include a ContractorConstruction Manager’s Contingency amount. 7.6 amount as allowed under Cost of the Work. Included with its GMP Proposal, Contractor Construction Manager shall provide three two complete, bound sets of the drawings, specifications, plans, sketches, instructions, requirements, materials, equipment specifications and other information or documents that fully describe the Project as developed at the time of the GMP Proposal and that are relevant to the establishment of the GMP. The bound supporting documents shall be referenced in and incorporated into the GMP Proposal. 7.7 . The GMP Proposal and all supporting documents shall identify and describe all items, assumptions, costs, contingencies, schedules and other matters necessary and relevant for proper execution and completion of the Work and for establishment of the GMPGuaranteed Maximum Price. The GMP Proposal and the supporting documents are complementary and, in the event of an irreconcilable conflict between or among them, the interpretation that provides for the higher quality or quantity of material and/or workmanship shall prevail over all other interpretations. 7.8 . In submitting the GMP Proposal, Contractor the Construction Manager represents that it will provide every item, system or element of performance Work that is identified, shown or specified in the GMP Proposal or the supporting documents, along with those all necessary or ancillary materials that are reasonably inferable and equipment for their complete operating installation, unless specifically excepted accepted in writing by the Owner. Upon Owner’s written acceptance of the GMP Proposal, Contractor the Construction Manager shall not be entitled to any increase in the GMP Guaranteed Maximum Price due to the continued refinement of the Construction Documents or the absence or addition of any detail or specification that may be required in order to complete the construction of the Project as described in and reasonably inferable from the GMP Proposal or the supporting documents used to establish the GMP. 7.9 . The GMP Proposal shall adopt and incorporate all of the terms and conditions of this Agreement and all attachments to this Agreement. Any proposed deviation from the terms and conditions of this Agreement must be clearly and conspicuously identified to the Owner in writing and specifically accepted in writing by the Owner. In the event of a conflict between any term of the GMP Proposal that was not clearly and conspicuously identified and approved by the Owner and the terms of this Agreement and its attachments, the terms of the Agreement and its attachments shall control. 7.10 . Owner may accept or reject the Guaranteed Maximum Price Proposal or attempt to negotiate its terms with ContractorConstruction Manager. Upon acceptance by the Owner of the GMP Proposal in writing, both parties shall execute the GMP Proposal which and the terms of the GMP Proposal, including the Guaranteed Maximum Price and the supporting documents, shall become part of this Agreementthe Contract between the Owner and the Construction Manager. If the Owner rejects the GMP Proposal or the parties are unable or unwilling to agree on a GMP, the Owner may terminate this Agreement. 7.11 . Following Owner’s Owner acceptance of the GMP Proposal, Contractor Construction Manager shall continue to monitor the development of the Construction Documents so that, when complete, the Construction Documents adequately incorporate and resolve all qualifications, assumptions, clarifications, exclusions and value engineering issues identified in the GMP Proposal. During the Construction Documents stage, Contractor the Construction Manager and A/E the Project Architect shall jointly deliver a monthly written status report to the Owner describing the progress on the incorporation of all qualifications, assumptions, clarifications, exclusions, value engineering issues and all other matters relevant to the establishment of the GMP into the Construction Documents. 7.12 Contractor . The Construction Manager shall be entitled to an equitable adjustment of the GMP if it is required to pay or bear the burden of any new federal, state, or local tax, or any rate increase of an existing tax, except taxes on income, adopted through statute, court decision, written ruling, or regulation taking effect after acceptance of the GMP Proposal. This equitable adjustment does not apply to tax increases borne solely by Subcontractors. 7.13 . The parties Parties may agree to convert the GMP to a lump sum contract amount at any time after Contractor the Construction Manager has received bids or proposals from trade Contractors contractors or Subcontractors for the performance of all major elements of the ProjectWork. In proposing a lump sum amount, Contractor the Construction Manager shall consider the buyout savings, any unused contingency amounts and the trade package contracts that have not been finalized. In preparing a lump sum conversion proposal, the General Contractor must provide the following information: 7.13.1 : The stage of completion of the Project; 7.13.2 ; The trade packages that have been completely bought out; 7.13.3 ; The trade packages remaining that have not been bought out; 7.13.4 ; A complete line item breakdown of the calculations used to establish a lump sum amount based on the GMP Schedule of Values; 7.13.5 ; An accounting of all savings amounts that are to be returned to the Owner as part of the lump sum calculation; and 7.13.6 and Any other Project information requested by the Owner. 7.14 Contractor . The Construction Manager shall document the actual Cost of the Project Work at buyout as compared to the Guaranteed Maximum Price Proposal proposal and shall report this information to the Owner at least monthly and with ContractorConstruction Manager’s recommendation for selection of a bid/proposal for each subcontracting package. 7.15 Notwithstanding anything to the contrary herein, Contractor shall have no liability for delay or liquidated damages if the parties are unable to reach an agreement on the GMP.

GUARANTEED MAXIMUM PRICE PROPOSAL. 7.1 At the conclusion of the Design Development phase the Contractor shall prepare and submit a Guaranteed Maximum Price Proposal to Owner based on the Design Development phase documents and review comments. The GMP shall be delivered to the Owner within three (3) weeks of the Design Development review meeting or a date established by the Owner. The GMP Proposal must be prepared in accordance with the guidelines established by Owner and delivered in the format specified by Owner in Exhibit “E” attached to this Agreement. Owner, at its sole option and discretion, may specify different requirements for the GMP Proposal. Contractor shall not withdraw its Guaranteed Maximum Price Proposal for ninety (90) days following submission to Owner. 7.2 In developing the GMP Proposal, Contractor shall coordinate efforts with A/E to identify qualifications, clarifications, assumptions, exclusions, value engineering and any other factors relevant to establishment of a GMP. Contractor shall review development of the GMP Proposal with Owner on an ongoing basis to address clarifications of scope and pricing, distribution of contingencies, schedule, assumptions, exclusions, and other matters relevant to the establishment of a GMP. 7.3 The GMP Proposal must include a written description of how it was derived that specifically identifies the clarifications and assumptions made by Contractor in the GMP and the monetary amounts attributable to them. The GMP Proposal shall include, without limitation, a breakdown of Contractor’s estimated General Conditions Costs and estimated Cost of the Work organized by trade and Masterformat 2004MasterFormat 2012; contingency amounts; the Construction Phase Fee; and the proposed Contract Time, including dates for Notice to Proceed, Substantial Completion and Final Completion. As a part of the General Conditions cost the contractor shall provide a completed Exhibit “G” for their personnel required for the project. Notwithstanding the breakdown of Contractor’s estimated costs, there are no line item guaranteed maximum amounts except for general conditions. 7.4 The Guaranteed Maximum Price Proposal shall allow for reasonably expected changes and refinements in the Drawings and Specifications through completion of the Construction Documents, except for material changes in scope. 7.5 The GMP Proposal shall include a Contractor’s Contingency amount. 7.6 Included with its GMP Proposal, Contractor shall provide three complete, bound sets complete and signed copies of Exhibit E. The GMP Proposal shall also indicate the drawings, specifications, plans, sketches, instructions, requirements, materials, equipment specifications and other information or documents that fully describe the Project as developed at the time of the GMP Proposal and that are relevant to the establishment of the GMP. The bound supporting documents shall be referenced in and incorporated into the GMP Proposal. 7.7 The GMP Proposal and all supporting documents shall identify and describe all items, assumptions, costs, contingencies, schedules and other matters necessary and relevant for proper execution and completion of the Work and for establishment of the GMP. The GMP Proposal and the supporting documents are complementary and, in the event of an irreconcilable conflict between or among them, the interpretation that provides for the higher quality or quantity of material and/or workmanship shall prevail over all other interpretations. 7.8 In submitting the GMP Proposal, Contractor represents that it will provide every item, system or element of performance that is identified, shown or specified in the GMP Proposal or the supporting documents, along with those necessary or ancillary materials that are reasonably inferable and equipment for their complete operating installation, unless specifically accepted in writing by Owner. Upon Owner’s written acceptance of the GMP Proposal, Contractor shall not be entitled to any increase in the GMP due to the continued refinement of the Construction Documents or the absence or addition of any detail or specification that may be required in order to complete the construction of the Project as described in and reasonably inferable from the GMP Proposal or the supporting documents used to establish the GMP. 7.9 The GMP Proposal shall adopt and incorporate all of the terms and conditions of this Agreement and all attachments to this Agreement. Any proposed deviation from the terms and conditions of this Agreement must be clearly and conspicuously identified to Owner in writing and specifically accepted in writing by OwnerOwner in an amendment to this Agreement. In the event of a conflict between any term of the GMP Proposal that was not clearly and conspicuously identified and approved by Owner and the terms of this Agreement and its attachments, the terms of the Agreement and its attachments shall control. 7.10 Owner may accept or reject the Guaranteed Maximum Price Proposal or attempt to negotiate its terms with Contractor. Upon acceptance by Owner of the GMP Proposal in writing, both parties shall execute the GMP Proposal which shall become part of this Agreement. If Owner rejects the GMP Proposal or the parties are unable or unwilling to agree on a GMP, Owner may terminate this Agreement. 7.11 Following Owner’s acceptance of the GMP Proposal, Contractor shall continue to monitor the development of the Construction Documents so that, when complete, the Construction Documents adequately incorporate and resolve all qualifications, assumptions, clarifications, exclusions and value engineering issues identified in the GMP Proposal. During the Construction Documents stage, Contractor and A/E shall jointly deliver a monthly written status report to Owner describing the progress on the incorporation of all qualifications, assumptions, clarifications, exclusions, value engineering issues and all other matters relevant to the establishment of the GMP into the Construction Documents. 7.12 Contractor shall be entitled to an equitable adjustment of the GMP if it is required to pay or bear the burden of any new federal, state, or local tax, or any rate increase of an existing tax, except taxes on income, adopted through statute, court decision, written ruling, or regulation taking effect after acceptance of the GMP Proposal. This equitable adjustment does not apply to tax increases borne solely by Subcontractors. 7.13 The parties may agree to convert the GMP to a lump sum contract amount at any time after Contractor has received bids or proposals from trade Contractors or Subcontractors for the performance of all major elements of the Project. In proposing a lump sum amount, Contractor shall consider the buyout savings, any unused contingency amounts and the trade package contracts that have not been finalized. In preparing a lump sum conversion proposal, Contractor must provide the following information: 7.13.1 The stage of completion of the Project; 7.13.2 The trade packages that have been completely bought out; 7.13.3 The trade packages remaining that have not been bought out; 7.13.4 A complete line item breakdown of the calculations used to establish a lump sum amount based on the GMP Schedule of Values; 7.13.5 An accounting of all savings amounts that are to be returned to Owner as part of the lump sum calculation; and 7.13.6 Any other Project information requested by Owner. 7.14 Contractor shall document the actual Cost of the Project at buyout as compared to the Guaranteed Maximum Price Proposal and shall report this information to Owner monthly and with Contractor’s recommendation for selection of a bid/proposal for each subcontracting package. 7.15 Notwithstanding anything to the contrary herein, Contractor shall have no liability for delay or liquidated damages if the parties are unable to reach an agreement on the GMP.

GUARANTEED MAXIMUM PRICE PROPOSAL. 7.1 At the conclusion of the Design Development phase the Contractor shall prepare and submit a Guaranteed Maximum Price Proposal to Owner based on the Design Development phase documents and review comments. The GMP Proposal shall be delivered to the Owner within three (3) weeks of the Design Development review meeting or a date established by the Owner. The GMP Proposal must be prepared in accordance with the guidelines established by Owner and delivered in the format specified by Owner in Exhibit “E” attached to this Agreement. Owner, at its sole option and discretion, may specify different requirements for the GMP Proposal. Contractor shall not withdraw its Guaranteed Maximum Price Proposal for ninety (90) days following submission to Owner. 7.2 In developing the GMP Proposal, Contractor shall coordinate efforts with A/E to identify qualifications, clarifications, assumptions, exclusions, value engineering and any other factors relevant to establishment of a GMP. Contractor shall review development of the GMP Proposal with Owner on an ongoing basis to address clarifications of scope and pricing, distribution of contingencies, schedule, assumptions, exclusions, and other matters relevant to the establishment of a GMP. 7.3 The GMP Proposal must include a written description of how it was derived that specifically identifies the clarifications and assumptions made by Contractor in the GMP and the monetary amounts attributable to them. The GMP Proposal shall include, without limitation, a breakdown of Contractor’s estimated General Conditions Costs and estimated Cost of the Work organized by trade and Masterformat MasterFormat 2004; contingency amounts; the Construction Phase Fee; and the proposed Contract Time, including dates for Notice to Proceed, Substantial Completion and Final Completion. Notwithstanding the breakdown of Contractor’s estimated costs, there are no line item guaranteed maximum amounts except for general conditions. 7.4 The Guaranteed Maximum Price Proposal shall allow for reasonably expected changes and refinements in the Drawings and Specifications through completion of the Construction Documents, except for material changes in scope. 7.5 The GMP Proposal shall include a Contractor’s Contingency amount. 7.6 Included with its GMP Proposal, Contractor shall provide three complete, bound sets of the drawings, specifications, plans, sketches, instructions, requirements, materials, equipment specifications and other information or documents that fully describe the Project as developed at the time of the GMP Proposal and that are relevant to the establishment of the GMP. The bound supporting documents shall be referenced in and incorporated into the GMP Proposal. 7.7 The GMP Proposal and all supporting documents shall identify and describe all items, assumptions, costs, contingencies, schedules and other matters necessary and relevant for proper execution and completion of the Work and for establishment of the GMP. The GMP Proposal and the supporting documents are complementary and, in the event of an irreconcilable conflict between or among them, the interpretation that provides for the higher quality or quantity of material and/or workmanship shall prevail over all other interpretations. 7.8 In submitting the GMP Proposal, Contractor represents that it will provide every item, system or element of performance that is identified, shown or specified in the GMP Proposal or the supporting documents, along with those all necessary or ancillary materials that are reasonably inferable and equipment for their complete operating installation, unless specifically accepted in writing excepted by Owner. Upon Owner’s written acceptance of the GMP Proposal, Contractor shall not be entitled to any increase in the GMP due to the continued refinement of the Construction Documents or the absence or addition of any detail or specification that may be required in order to complete the construction of the Project as described in and reasonably inferable from the GMP Proposal or the supporting documents used to establish the GMP. Any costs that exceed the GMP shall be borne solely by the Design/Build Contractor without reimbursement by the Owner. Design/Build Contractor is responsible for all design, including incidental designing/detailing as required by the Specifications for shop drawing purposes, except for design provided by Owner’s independent Design Consultants, if any. 7.9 Prior to commencement of the Construction Phase Services and concurrently with submission of the Guaranteed Maximum Sum Proposal, the Design/Build Contractor shall submit for the Owner’s acceptance a schedule for the performance of Construction Phase Services as specified. The Construction Phase Schedule shall include reasonable periods of time for the Owner’s review and acceptance of design drawings and submissions and for approval of authorities having jurisdiction over the Project. Upon acceptance of a Guaranteed Maximum Sum Proposal by the Owner, the Construction Phase Schedule shall not be modified except for good cause as approved by the Owner at the Owner’s sole option and discretion. 7.10 The GMP Proposal shall adopt and incorporate all of the terms and conditions of this Agreement and all attachments to this Agreement. Any proposed deviation from the terms and conditions of this Agreement must be clearly and conspicuously identified to Owner in writing and specifically accepted in writing by Owner. In the event of a conflict between any term of the GMP Proposal that was not clearly and conspicuously identified and approved by Owner and the terms of this Agreement and its attachments, the terms of the this Agreement and its attachments shall control. 7.10 7.11 Owner may accept or reject the Guaranteed Maximum Price Proposal or attempt to negotiate its terms with Contractor. Upon acceptance by Owner of the GMP Proposal in writing, both parties shall execute the GMP Proposal which shall become part of this Agreement. If Owner rejects the GMP Proposal or the parties are unable or unwilling to agree on a GMP, Owner may terminate this Agreement. 7.11 7.12 Following Owner’s acceptance of the GMP Proposal, Contractor shall continue to monitor the development of the Construction Documents so that, when complete, the Construction Documents adequately incorporate and resolve all qualifications, assumptions, clarifications, exclusions and value engineering issues identified in the GMP Proposal. During the Construction Documents stage, Contractor and A/E shall jointly deliver a monthly written status report to Owner describing the progress on the incorporation of all qualifications, assumptions, clarifications, exclusions, value engineering issues and all other matters relevant to the establishment of the GMP into the Construction Documents. 7.12 7.13 Contractor shall be entitled to an equitable adjustment of the GMP if it is required to pay or bear the burden of any new federal, state, or local tax, or any rate increase of an existing tax, except taxes on income, adopted through statute, court decision, written ruling, or regulation taking effect after acceptance of the GMP Proposal. This equitable adjustment does not apply to tax increases borne solely by Subcontractors. 7.13 7.14 The parties may agree to convert the GMP to a lump sum contract amount at any time after Contractor has received bids or proposals from trade Contractors contractors or Subcontractors for the performance of all major elements of the Project. In proposing a lump sum amount, Contractor shall consider the buyout savings, any unused contingency amounts and the trade package contracts that have not been finalized. In preparing a lump sum conversion proposal, Contractor must provide the following information: 7.13.1 7.14.1 The stage of completion of the Project; 7.13.2 7.14.2 The trade packages that have been completely bought out; 7.13.3 7.14.3 The trade packages remaining that have not been bought out; 7.13.4 7.14.4 A complete line item breakdown of the calculations used to establish a lump sum amount based on the GMP Schedule of Values; 7.13.5 7.14.5 An accounting of all savings amounts that are to be returned to Owner as part of the lump sum calculation; and 7.13.6 7.14.6 Any other Project information requested by Owner. 7.14 7.15 Contractor shall document the actual Cost of the Project at buyout as compared to the Guaranteed Maximum Price Proposal and shall report this information to Owner monthly and with Contractor’s recommendation for selection of a bid/proposal for each subcontracting package. 7.15 Notwithstanding anything to the contrary herein, Contractor shall have no liability for delay or liquidated damages if the parties are unable to reach an agreement on the GMP.

GUARANTEED MAXIMUM PRICE PROPOSAL. 7.1 At When the conclusion Parties agree that the design of the Design Development phase the Project is sufficiently developed and documented to allow detailed pricing of its construction, Design/Build Contractor shall prepare and submit a Guaranteed Maximum Price (“GMP”) Proposal to Owner based on the Design Development phase documents and review comments. The GMP shall be delivered to the Owner within three (3) weeks of the Design Development review meeting or a date established by the Owner. The GMP Proposal must be prepared in accordance with the guidelines established by Owner and delivered in the format specified by Owner in Exhibit “E” the attached to this Agreementexhibits. Owner, at its sole option and discretion, may specify different requirements for the GMP Proposal. Design/Build Contractor shall not withdraw its Guaranteed Maximum Price Proposal for ninety (90) days following submission to the Owner. 7.2 In developing the GMP Proposal, Contractor shall coordinate efforts with A. The Design/E to identify qualifications, clarifications, assumptions, exclusions, value engineering and any other factors relevant to establishment of a GMP. Build Contractor shall review development of the GMP Proposal with the Owner on an ongoing basis to address clarifications of scope and pricing, distribution of contingencies, schedule, assumptions, exclusions, and other matters relevant to the establishment of a GMP. 7.3 . The GMP Proposal must include a written description of how it was derived that specifically identifies the clarifications and assumptions made by the Design/Build Contractor in the GMP and the monetary amounts attributable to them. The GMP Proposal shall include, without limitation, a breakdown of Design/Build Contractor’s estimated General Conditions Costs and estimated Cost Costs of the Work organized by trade and Masterformat 2004trade; contingency amounts; the Construction Phase Fee; and the proposed Contract Time, including dates for Notice to Proceed, Substantial Completion and Final Completion. Notwithstanding the breakdown of Contractor’s estimated costs, there are no line item guaranteed maximum amounts except for general conditions. 7.4 The Guaranteed Maximum Price Proposal shall allow for reasonably expected all changes and refinements in the Drawings and Specifications through completion of the Construction Documents, except for material changes in scope. 7.5 . The GMP Proposal shall may include a Design/Build Contractor’s Contingency amount. 7.6 amount as allowed under Direct Construction Cost. Included with its GMP Proposal, Design/Build Contractor shall provide three two complete, bound sets of the drawings, specifications, plans, sketches, instructions, requirements, materials, equipment specifications and other information or documents that fully describe the Project as developed at the time of the GMP Proposal and that are relevant to the establishment of the GMP. The bound supporting documents shall be referenced in and incorporated into the GMP Proposal. 7.7 . The GMP Proposal and all supporting documents shall identify and describe all items, assumptions, costs, contingencies, schedules and other matters necessary and relevant for proper execution and completion of the Work and for establishment of the GMPGuaranteed Maximum Price. The GMP Proposal and the supporting documents are complementary and, in the event of an irreconcilable conflict between or among them, the interpretation that provides for the higher quality or quantity of material and/or workmanship shall prevail over all other interpretations. 7.8 . In submitting the GMP Proposal, the Design/Build Contractor represents that it will provide every item, system or element of performance Work that is identified, shown or specified in the GMP Proposal or the supporting documents, along with those all necessary or ancillary materials that are reasonably inferable and equipment for their complete operating installation, unless specifically accepted in writing by the Owner. Upon Owner’s written acceptance of the GMP Proposal, the Design/Build Contractor shall not be entitled to any increase in the GMP Guaranteed Maximum Price due to the continued refinement of the Construction Documents or the absence or addition of any detail or specification that may be required in order to complete the construction of the Project as described in and reasonably inferable from the GMP Proposal or the supporting documents used to establish the GMP. 7.9 . Any costs that exceed the GMP shall be borne solely by the Design/Build Contractor without reimbursement by the Owner. Design/Build Contractor is responsible for all design, including incidental designing/detailing as required by the Specifications for shop drawing purposes, except for design provided by Owner’s independent Design Consultants, if any. Prior to commencement of the Construction Phase Services and concurrently with submission of the Guaranteed Maximum Sum Proposal, the Design/Build Contractor shall submit for the Owner’s acceptance a schedule for the performance of Construction Phase Services as specified. The Construction Phase Schedule shall include reasonable periods of time for the Owner’s review and acceptance of design drawings and submissions and for approval of authorities having jurisdiction over the Project. Upon acceptance of a Guaranteed Maximum Sum Proposal by the Owner, the Construction Phase Schedule shall not be modified except for good cause as approved by the Owner at the Owner’s sole option and discretion. The GMP Proposal shall adopt and incorporate all of the terms and conditions of this Agreement and all attachments to this Agreement. Any proposed deviation from the terms and conditions of this Agreement must be clearly and conspicuously identified to the Owner in writing and specifically accepted in writing by the Owner. In the event of a conflict between any term of the GMP Proposal that was not clearly and conspicuously identified and approved by the Owner and the terms of this Agreement and its attachments, the terms of the Agreement and its attachments shall control. 7.10 . Owner may accept or reject the Guaranteed Maximum Price Proposal or attempt to negotiate its terms with Design/Build Contractor. Upon acceptance by the Owner of the GMP Proposal in writing, both parties shall execute the GMP Proposal which and the terms of the GMP Proposal, including the Guaranteed Maximum Price and the supporting documents, shall become part of this Agreementthe Contract between the Owner and the Design/Build Contractor. If the Owner rejects the GMP Proposal or the parties are unable or unwilling to agree on a GMP, the Owner may terminate this Agreement. 7.11 . Following Owner’s Owner acceptance of the GMP Proposal, Design/Build Contractor shall continue to monitor the development of the Construction Documents so that, when complete, the Construction Documents adequately incorporate and resolve all qualifications, assumptions, clarifications, exclusions and value engineering issues identified in the GMP Proposal. During the Construction Documents stage, the Design/Build Contractor and A/E the Project Architect shall jointly deliver a monthly written status report to the Owner describing the progress on the incorporation of all qualifications, assumptions, clarifications, exclusions, value engineering issues and all other matters relevant to the establishment of the GMP into the Construction Documents. 7.12 . The Design/Build Contractor shall be entitled to an equitable adjustment of the GMP if it is required to pay or bear the burden of any new federal, state, or local tax, or any rate increase of an existing tax, except taxes on income, adopted through statute, court decision, written ruling, or regulation taking effect after acceptance of the GMP Proposal. This equitable adjustment does not apply to tax increases borne solely by Subcontractors. 7.13 . The parties Parties may agree to convert the GMP to a lump sum contract amount at any time after the Design/Build Contractor has received bids or proposals from trade Contractors contractors or Subcontractors for the performance of all major elements of the ProjectWork. In proposing a lump sum amount, the Design/Build Contractor shall consider the buyout savings, any unused contingency amounts and the trade package contracts that have not been finalized. In preparing a lump sum conversion proposal, the General Contractor must provide the following information: 7.13.1 : The stage of completion of the Project; 7.13.2 ; The trade packages that have been completely bought out; 7.13.3 ; The trade packages remaining that have not been bought out; 7.13.4 ; A complete line item breakdown of the calculations used to establish a lump sum amount based on the GMP Schedule of Values; 7.13.5 ; An accounting of all savings amounts that are to be returned to the Owner as part of the lump sum calculation; and 7.13.6 and Any other Project information requested by the Owner. 7.14 . The Design/Build Contractor shall document the actual Cost of the Project Work at buyout as compared to the Guaranteed Maximum Price Proposal proposal and shall report this information to the Owner monthly and with Design/Build Contractor’s recommendation for selection of a bid/proposal for each subcontracting package. 7.15 Notwithstanding anything to the contrary herein, Contractor shall have no liability for delay or liquidated damages if the parties are unable to reach an agreement on the GMP.

GUARANTEED MAXIMUM PRICE PROPOSAL. 7.1 At When the conclusion Parties agree that the design of the Design Development phase the Contractor Project is sufficiently developed and documented to allow detailed pricing of its construction, Construction Manager shall prepare and submit a Guaranteed Maximum Price (“GMP”) Proposal to Owner based on the Design Development phase documents and review comments. The GMP shall be delivered to the Owner within three (3) weeks of the Design Development review meeting or a date established by the Owner. The GMP Proposal must be prepared in accordance with the guidelines established by Owner and delivered in the format specified by Owner in Exhibit “E” the attached to this Agreementexhibits. Owner, at its sole option and discretion, may specify different requirements for the GMP Proposal. Contractor Construction Manager shall not withdraw its Guaranteed Maximum Price Proposal for ninety (90) days following submission to the Owner. 7.2 In developing the GMP Proposal, Contractor the Construction Manager shall coordinate efforts with A/E the Project Architect to identify qualifications, clarifications, assumptions, exclusions, value engineering and any other factors relevant to establishment of a GMP. Contractor The Construction Manager shall review development of the GMP Proposal with the Owner on an ongoing basis to address clarifications of scope and pricing, distribution of contingencies, schedule, assumptions, exclusions, and other matters relevant to the establishment of a GMP. 7.3 The GMP Proposal must include a written description of how it was derived that specifically identifies the clarifications and assumptions made by Contractor the Construction Manager in the GMP and the monetary amounts attributable to them. The GMP Proposal shall include, without limitation, a breakdown of ContractorConstruction Manager’s estimated General Conditions Costs and estimated Cost Costs of the Work organized by trade and Masterformat 2004trade; contingency amounts; the Construction Phase Fee; and the proposed Contract Time, including dates for Notice to Proceed, Substantial Completion and Final Completion. Notwithstanding the breakdown of Contractor’s estimated costs, there are no line item guaranteed maximum amounts except for general conditions. 7.4 The Guaranteed Maximum Price Proposal shall allow for reasonably expected changes and refinements in the Drawings and Specifications through completion of the Construction Documents, except for material changes in scope. 7.5 The GMP Proposal shall may include a ContractorConstruction Manager’s Contingency amountamount as allowed under Cost of the Work. 7.6 Included with its GMP Proposal, Contractor Construction Manager shall provide three two complete, bound sets of the drawings, specifications, plans, sketches, instructions, requirements, materials, equipment specifications and other information or documents that fully describe the Project as developed at the time of the GMP Proposal and that are relevant to the establishment of the GMP. The bound supporting documents shall be referenced in and incorporated into the GMP Proposal. 7.7 The GMP Proposal and all supporting documents shall identify and describe all items, assumptions, costs, contingencies, schedules and other matters necessary and relevant for proper execution and completion of the Work and for establishment of the GMPGuaranteed Maximum Price. The GMP Proposal and the supporting documents are complementary and, in the event of an irreconcilable conflict between or among them, the interpretation that provides for the higher quality or quantity of material and/or workmanship shall prevail over all other interpretations. 7.8 In submitting the GMP Proposal, Contractor the Construction Manager represents that it will provide every item, system or element of performance Work that is identified, shown or specified in the GMP Proposal or the supporting documents, along with those all necessary or ancillary materials that are reasonably inferable and equipment for their complete operating installation, unless specifically excepted accepted in writing by the Owner. Upon Owner’s written acceptance of the GMP Proposal, Contractor the Construction Manager shall not be entitled to any increase in the GMP Guaranteed Maximum Price due to the continued refinement of the Construction Documents or the absence or addition of any detail or specification that may be required in order to complete the construction of the Project as described in and reasonably inferable from the GMP Proposal or the supporting documents used to establish the GMP. 7.9 The GMP Proposal shall adopt and incorporate all of the terms and conditions of this Agreement and all attachments to this Agreement. Any proposed deviation from the terms and conditions of this Agreement must be clearly and conspicuously identified to the Owner in writing and specifically accepted in writing by the Owner. In the event of a conflict between any term of the GMP Proposal that was not clearly and conspicuously identified and approved by the Owner and the terms of this Agreement and its attachments, the terms of the Agreement and its attachments shall control. 7.10 Owner may accept or reject the Guaranteed Maximum Price Proposal or attempt to negotiate its terms with ContractorConstruction Manager. Upon acceptance by the Owner of the GMP Proposal in writing, both parties shall execute the GMP Proposal which and the terms of the GMP Proposal, including the Guaranteed Maximum Price and the supporting documents, shall become part of this Agreementthe Contract between the Owner and the Construction Manager. If the Owner rejects the GMP Proposal or the parties are unable or unwilling to agree on a GMP, the Owner may terminate this Agreement. 7.11 Following Owner’s Owner acceptance of the GMP Proposal, Contractor Construction Manager shall continue to monitor the development of the Construction Documents so that, when complete, the Construction Documents adequately incorporate and resolve all qualifications, assumptions, clarifications, exclusions and value engineering issues identified in the GMP Proposal. During the Construction Documents stage, Contractor the Construction Manager and A/E the Project Architect shall jointly deliver a monthly written status report to the Owner describing the progress on the incorporation of all qualifications, assumptions, clarifications, exclusions, value engineering issues and all other matters relevant to the establishment of the GMP into the Construction Documents. 7.12 Contractor The Construction Manager shall be entitled to an equitable adjustment of the GMP if it is required to pay or bear the burden of any new federal, state, or local tax, or any rate increase of an existing tax, except taxes on income, adopted through statute, court decision, written ruling, or regulation taking effect after acceptance of the GMP Proposal. This equitable adjustment does not apply to tax increases borne solely by Subcontractors. 7.13 The parties Parties may agree to convert the GMP to a lump sum contract amount at any time after Contractor the Construction Manager has received bids or proposals from trade Contractors contractors or Subcontractors for the performance of all major elements of the ProjectWork. In proposing a lump sum amount, Contractor the Construction Manager shall consider the buyout savings, any unused contingency amounts and the trade package contracts that have not been finalized. In preparing a lump sum conversion proposal, the General Contractor must provide the following information: 7.13.1 a. The stage of completion of the Project; 7.13.2 b. The trade packages that have been completely bought out; 7.13.3 c. The trade packages remaining that have not been bought out; 7.13.4 d. A complete line item breakdown of the calculations used to establish a lump sum amount based on the GMP Schedule of Values; 7.13.5 e. An accounting of all savings amounts that are to be returned to the Owner as part of the lump sum calculation; and 7.13.6 f. Any other Project information requested by the Owner. 7.14 Contractor The Construction Manager shall document the actual Cost of the Project Work at buyout as compared to the Guaranteed Maximum Price Proposal proposal and shall report this information to the Owner at least monthly and with ContractorConstruction Manager’s recommendation for selection of a bid/proposal for each subcontracting package. 7.15 Notwithstanding anything to the contrary herein, Contractor shall have no liability for delay or liquidated damages if the parties are unable to reach an agreement on the GMP.

GUARANTEED MAXIMUM PRICE PROPOSAL. 7.1 At the conclusion of the Design Development phase the Contractor shall prepare and submit a Guaranteed Maximum Price Proposal to Owner based on the Design Development phase documents and review comments. The GMP shall be delivered to the Owner within three (3) weeks of the Design Development review meeting or a date established by the Owner. The GMP Proposal must be prepared in accordance with the guidelines established by Owner and delivered in the format specified by Owner in Exhibit “E” attached to this Agreement. Owner, at its sole option and discretion, may specify different requirements for the GMP Proposal. Contractor shall not withdraw its Guaranteed Maximum Price Proposal for ninety (90) days following submission to Owner. 7.2 In developing the GMP Proposal, Contractor shall coordinate efforts with A/E to identify qualifications, clarifications, assumptions, exclusions, value engineering and any other factors relevant to establishment of a GMP. Contractor shall review development of the GMP Proposal with Owner on an ongoing basis to address clarifications of scope and pricing, distribution of contingencies, schedule, assumptions, exclusions, and other matters relevant to the establishment of a GMP. 7.3 The GMP Proposal must include a written description of how it was derived that specifically identifies the clarifications and assumptions made by Contractor in the GMP and the monetary amounts attributable to them. The GMP Proposal shall include, without limitation, a breakdown of Contractor’s estimated General Conditions Costs and estimated Cost of the Work organized by trade and Masterformat 2004MasterFormat 2012; contingency amounts; the Construction Phase Fee; and the proposed Contract Time, including dates for Notice to Proceed, Substantial Completion and Final Completion. As a part of the General Conditions cost the contractor shall provide a completed Exhibit “G” for their personnel required for the project. Notwithstanding the breakdown of Contractor’s estimated costs, there are no line item guaranteed maximum amounts except for general conditions. 7.4 The Guaranteed Maximum Price Proposal shall allow for reasonably expected changes and refinements in the Drawings and Specifications through completion of the Construction Documents, except for material changes in scope. 7.5 The GMP Proposal shall include a Contractor’s Contingency amount. 7.6 Included with its GMP Proposal, Contractor shall provide three complete, bound sets complete and signed copies of Exhibit E. The GMP Proposal shall also indicate the drawings, specifications, plans, sketches, instructions, requirements, materials, equipment specifications and other information or documents that fully describe the Project as developed at the time of the GMP Proposal and that are relevant to the establishment of the GMP. The bound supporting documents shall be referenced in and incorporated into the GMP Proposal. 7.7 The GMP Proposal and all supporting documents shall identify and describe all items, assumptions, costs, contingencies, schedules and other matters necessary and relevant for proper execution and completion of the Work and for establishment of the GMP. The GMP Proposal and the supporting documents are complementary and, in the event of an irreconcilable conflict between or among them, the interpretation that provides for the higher quality or quantity of material and/or workmanship shall prevail over all other interpretations. 7.8 In submitting the GMP Proposal, Contractor represents that it will provide every item, system or element of performance that is identified, shown or specified in the GMP Proposal or the supporting documents, along with those necessary or ancillary materials that are reasonably inferable and equipment for their complete operating installation, unless specifically accepted in writing by Owner. Upon Owner’s written acceptance of the GMP Proposal, Contractor shall not be entitled to any increase in the GMP due to the continued refinement of the Construction Documents or the absence or addition of any detail or specification that may be required in order to complete the construction of the Project as described in and reasonably inferable from the GMP Proposal or the supporting documents used to establish the GMP. 7.9 The GMP Proposal shall adopt and incorporate all of the terms and conditions of this Agreement and all attachments to this Agreement. Any proposed deviation from the terms and conditions of this Agreement must be clearly and conspicuously identified to Owner in writing separate from the GMP Proposal and specifically accepted in writing by OwnerOwner in an amendment to this Agreement. In the event of a conflict between any term of the GMP Proposal that was not clearly and conspicuously identified and approved by Owner and the terms of this Agreement and its attachments, the terms of the Agreement and its attachments shall control. 7.10 Owner may accept or reject the Guaranteed Maximum Price Proposal or attempt to negotiate its terms with Contractor. Upon acceptance by Owner of the GMP Proposal in writing, both parties shall execute the GMP Proposal which shall become part of this Agreement. If Owner rejects the GMP Proposal or the parties are unable or unwilling to agree on a GMP, Owner may terminate this Agreement. 7.11 Following Owner’s acceptance of the GMP Proposal, Contractor shall continue to monitor the development of the Construction Documents so that, when complete, the Construction Documents adequately incorporate and resolve all qualifications, assumptions, clarifications, exclusions and value engineering issues identified in the GMP Proposal. During the Construction Documents stage, Contractor and A/E shall jointly deliver a monthly written status report to Owner describing the progress on the incorporation of all qualifications, assumptions, clarifications, exclusions, value engineering issues and all other matters relevant to the establishment of the GMP into the Construction Documents. 7.12 Contractor shall be entitled to an equitable adjustment of the GMP if it is required to pay or bear the burden of any new federal, state, or local tax, or any rate increase of an existing tax, except taxes on income, adopted through statute, court decision, written ruling, or regulation taking effect after acceptance of the GMP Proposal. This equitable adjustment does not apply to tax increases borne solely by Subcontractors. 7.13 The parties may agree to convert the GMP to a lump sum contract amount at any time after Contractor has received bids or proposals from trade Contractors or Subcontractors for the performance of all major elements of the Project. In proposing a lump sum amount, Contractor shall consider the buyout savings, any unused contingency amounts and the trade package contracts that have not been finalized. In preparing a lump sum conversion proposal, Contractor must provide the following information: 7.13.1 The stage of completion of the Project; 7.13.2 The trade packages that have been completely bought out; 7.13.3 The trade packages remaining that have not been bought out; 7.13.4 A complete line item breakdown of the calculations used to establish a lump sum amount based on the GMP Schedule of Values; 7.13.5 An accounting of all savings amounts that are to be returned to Owner as part of the lump sum calculation; and 7.13.6 Any other Project information requested by Owner. 7.14 Contractor shall document the actual Cost of the Project at buyout as compared to the Guaranteed Maximum Price Proposal and shall report this information to Owner monthly and with Contractor’s recommendation for selection of a bid/proposal for each subcontracting package. 7.15 Notwithstanding anything to the contrary herein, Contractor shall have no liability for delay or liquidated damages if the parties are unable to reach an agreement on the GMP.

GUARANTEED MAXIMUM PRICE PROPOSAL. 7.1 At When the conclusion Parties agree that the design of the Design Development phase the Contractor Project is sufficiently developed and documented to allow detailed pricing of its construction, Construction Manager shall prepare and submit a Guaranteed Maximum Price (“GMP”) Proposal to Owner based on the Design Development phase documents and review comments. The GMP shall be delivered to the Owner within three (3) weeks of the Design Development review meeting or a date established by the Owner. The GMP Proposal must be prepared in accordance with the guidelines established by Owner and delivered in the format specified by Owner in Exhibit “E” the attached to this Agreementexhibits. Owner, at its sole option and discretion, may specify different requirements for the GMP Proposal. Contractor Construction Manager shall not withdraw its Guaranteed Maximum Price Proposal for ninety (90) days following submission to the Owner. 7.2 . In developing the GMP Proposal, Contractor the Construction Manager shall coordinate efforts with A/E the Project Architect to identify qualifications, clarifications, assumptions, exclusions, value engineering and any other factors relevant to establishment of a GMP. Contractor The Construction Manager shall review development of the GMP Proposal with the Owner on an ongoing basis to address clarifications of scope and pricing, distribution of contingencies, schedule, assumptions, exclusions, and other matters relevant to the establishment of a GMP. 7.3 . The GMP Proposal must include a written description of how it was derived that specifically identifies the clarifications and assumptions made by Contractor the Construction Manager in the GMP and the monetary amounts attributable to them. The GMP Proposal shall include, without limitation, a breakdown of ContractorConstruction Manager’s estimated General Conditions Costs and estimated Cost Costs of the Work organized by trade and Masterformat 2004trade; contingency amounts; the Construction Phase Fee; and the proposed Contract Time, including dates for Notice to Proceed, Substantial Completion and Final Completion. Notwithstanding the breakdown of Contractor’s estimated costs, there are no line item guaranteed maximum amounts except for general conditions. 7.4 The Guaranteed Maximum Price Proposal shall allow for reasonably expected changes and refinements in the Drawings and Specifications through completion of the Construction Documents, except for material changes in scope. 7.5 . The GMP Proposal shall may include a ContractorConstruction Manager’s Contingency amount. 7.6 amount as allowed under Cost of the Work. Included with its GMP Proposal, Contractor Construction Manager shall provide three two complete, bound sets of the drawings, specifications, plans, sketches, instructions, requirements, materials, equipment specifications and other information or documents that fully describe the Project as developed at the time of the GMP Proposal and that are relevant to the establishment of the GMP. The bound supporting documents shall be referenced in and incorporated into the GMP Proposal. 7.7 . The GMP Proposal and all supporting documents shall identify and describe all items, assumptions, costs, contingencies, schedules schedules, and other matters necessary and relevant for proper execution and completion of the Work and for establishment of the GMPGuaranteed Maximum Price. The GMP Proposal and the supporting documents are complementary and, in the event of an irreconcilable conflict between or among them, the interpretation that provides for the higher quality or quantity of material and/or workmanship shall prevail over all other interpretations. 7.8 . In submitting the GMP Proposal, Contractor the Construction Manager represents that it will provide every item, system or element of performance Work that is identified, shown shown, or specified in the GMP Proposal or the supporting documents, along with those all necessary or ancillary materials that are reasonably inferable and equipment for their complete operating installation, unless specifically accepted in writing excluded by the Owner. Upon Owner’s written acceptance of the GMP Proposal, Contractor the Construction Manager shall not be entitled to any increase in the GMP Guaranteed Maximum Price due to the continued refinement of the Construction Documents or the absence or addition of any detail or specification that may be required in order to complete the construction of the Project as described in and reasonably inferable from the GMP Proposal or the supporting documents used to establish the GMP. 7.9 . The GMP Proposal shall adopt and incorporate all of the terms and conditions of this Agreement and all attachments to this Agreement. Any proposed deviation from the terms and conditions of this Agreement must be clearly and conspicuously identified to the Owner in writing and specifically accepted in writing by the Owner. In the event of a conflict between any term of the GMP Proposal that was not clearly and conspicuously identified and approved by the Owner and the terms of this Agreement and its attachments, the terms of the Agreement and its attachments shall control. 7.10 . Owner may accept or reject the Guaranteed Maximum Price Proposal or attempt to negotiate its terms with ContractorConstruction Manager. Upon acceptance by the Owner of the GMP Proposal in writing, both parties shall execute the GMP Proposal which and the terms of the GMP Proposal, including the Guaranteed Maximum Price and the supporting documents, shall become part of this Agreementthe Contract between the Owner and the Construction Manager. If the Owner rejects the GMP Proposal or the parties are unable or unwilling to agree on a GMP, the Owner may terminate this Agreement. 7.11 . Following Owner’s Owner acceptance of the GMP Proposal, Contractor Construction Manager shall continue to monitor the development of the Construction Documents so that, when complete, the Construction Documents adequately incorporate and resolve all qualifications, assumptions, clarifications, exclusions exclusions, and value engineering issues identified in the GMP Proposal. During the Construction Documents stage, Contractor the Construction Manager and A/E the Project Architect shall jointly deliver a monthly written status report to the Owner describing the progress on the incorporation of all qualifications, assumptions, clarifications, exclusions, value engineering issues and all other matters relevant to the establishment of the GMP into the Construction Documents. 7.12 Contractor . The Construction Manager shall be entitled to an equitable adjustment of the GMP if it is required to pay or bear the burden of any new federal, state, or local tax, or any rate increase of an existing tax, except taxes on income, adopted through statute, court decision, written ruling, or regulation taking effect after acceptance of the GMP Proposal. This equitable adjustment does not apply to tax increases borne solely by Subcontractors. 7.13 . The parties Parties may agree to convert the GMP to a lump sum contract amount at any time after Contractor the Construction Manager has received bids or proposals from trade Contractors contractors or Subcontractors for the performance of all major elements of the ProjectWork. In proposing a lump sum amount, Contractor the Construction Manager shall consider the buyout savings, any unused contingency amounts and the trade package contracts that have not been finalized. In preparing a lump sum conversion proposal, the General Contractor must provide the following information: 7.13.1 : The stage of completion of the Project; 7.13.2 . The trade packages that have been completely bought out; 7.13.3 . The trade packages remaining that have not been bought out; 7.13.4 . A complete line line-item breakdown of the calculations used to establish a lump sum amount based on the GMP Schedule of Values; 7.13.5 . An accounting of all savings amounts that are to be returned to the Owner as part of the lump sum calculation; and 7.13.6 and Any other Project information requested by the Owner. 7.14 Contractor . The Construction Manager shall document the actual Cost of the Project Work at buyout as compared to the Guaranteed Maximum Price Proposal proposal and shall report this information to the Owner at least monthly and with ContractorConstruction Manager’s recommendation for selection of a bid/proposal for each subcontracting package. 7.15 Notwithstanding anything to the contrary herein, Contractor shall have no liability for delay or liquidated damages if the parties are unable to reach an agreement on the GMP.

GUARANTEED MAXIMUM PRICE PROPOSAL. 7.1 At When the conclusion Parties agree that the design of the Design Development phase the Project is sufficiently developed and documented to allow detailed pricing of its construction, Design/Build Contractor shall prepare and submit a Guaranteed Maximum Price (“GMP”) Proposal to Owner based on the Design Development phase documents and review comments. The GMP shall be delivered to the Owner within three (3) weeks of the Design Development review meeting or a date established by the Owner. The GMP Proposal must be prepared in accordance with the guidelines established by Owner and delivered in the format specified by Owner in Exhibit “E” the attached to this Agreementexhibits. Owner, at its sole option and discretion, may specify different requirements for the GMP Proposal. Design/Build Contractor shall not withdraw its Guaranteed Maximum Price Proposal for ninety (90) days following submission to Owner. 7.2 In developing the GMP Proposal, Contractor shall coordinate efforts with ADesign/E to identify qualifications, clarifications, assumptions, exclusions, value engineering and any other factors relevant to establishment of a GMP. Build Contractor shall review development of the GMP Proposal with Owner on an ongoing basis to address clarifications of scope and pricing, distribution of contingencies, schedule, assumptions, exclusions, and other matters relevant to the establishment of a GMP. 7.3 The GMP Proposal must include a written description of how it was derived that specifically identifies the clarifications and assumptions made by Design/Build Contractor in developing the proposed GMP and the monetary amounts attributable to them. The GMP Proposal shall include, without limitation, a breakdown of Design/Build Contractor’s estimated General Conditions Costs and estimated Cost Costs of the Work organized by trade and Masterformat 2004trade; contingency amounts; the Construction Phase Fee; and the proposed Contract Time, including dates for Notice to Proceed, Substantial Completion and Final Completion. Notwithstanding the breakdown of Contractor’s estimated costs, there are no line item guaranteed maximum amounts except for general conditions. 7.4 The Guaranteed Maximum Price GMP Proposal shall allow for reasonably expected all changes and refinements in the Drawings drawings and Specifications specifications through completion of the Construction Documents, except for material changes in scope. 7.5 The GMP Proposal shall may include a Design/Build Contractor’s Contingency amountamount as allowed under Direct Construction Cost. 7.6 Included with its GMP Proposal, Design/Build Contractor shall provide three two complete, bound sets of the drawings, specifications, plans, sketches, instructions, requirements, materials, equipment specifications and other information or documents that fully describe the Project as developed at the time of the GMP Proposal and that are relevant to the establishment of the GMP. The bound supporting documents shall be referenced in and incorporated into the GMP Proposal. 7.7 The GMP Proposal and all supporting documents shall identify and describe all items, assumptions, costs, contingencies, schedules and other matters necessary and relevant for proper execution and completion of the Work and for establishment of the GMPGuaranteed Maximum Price. The GMP Proposal and the supporting documents are complementary and, in the event of an irreconcilable conflict between or among them, the interpretation that provides for the higher quality or quantity of material and/or and workmanship shall prevail over all other interpretations. 7.8 In submitting the GMP Proposal, Design/Build Contractor represents that it will provide every item, system or element of performance Work that is identified, shown or specified in the GMP Proposal or the supporting documents, along with those all necessary or ancillary materials that are reasonably inferable and equipment for their complete operating installation, unless specifically accepted in writing excepted by Owner. Upon Owner’s written acceptance of the GMP Proposal, Design/Build Contractor shall not be entitled to any increase in the GMP due to the continued refinement of the Construction Documents or the absence or addition of any detail or specification that may be required in order to complete the construction of the Project as described in and reasonably inferable from the GMP Proposal or the supporting documents used to establish the GMP. Any costs that exceed the GMP shall be borne solely by Design/Build Contractor without reimbursement by Owner. Design/Build Contractor is responsible for all design, including incidental designing, detailing or both as required by the Specifications for shop drawing purposes, except for design provided by Owner’s independent Design Consultants, if any. 7.9 Prior to commencement of the Construction Phase Services and concurrently with submission of the GMP Proposal, Design/Build Contractor shall submit for Owner’s acceptance a schedule for the performance of Construction Phase Services as specified. The Construction Phase Schedule shall include reasonable periods of time for Owner’s review and acceptance of design drawings and submissions and for approval of authorities having jurisdiction over the Project. Upon acceptance of a GMP Proposal by Owner, the Construction Phase Schedule shall not be modified except for good cause as approved by Owner at Owner’s sole option and discretion. 7.10 The GMP Proposal shall adopt and incorporate all of the terms and conditions of this Agreement and all attachments to this Agreement. Any proposed deviation from the terms and conditions of this Agreement must be clearly and conspicuously identified to Owner in writing and specifically accepted in writing by Owner. In the event of a conflict between any term of the GMP Proposal that was not clearly and conspicuously identified and approved by Owner and the terms of this Agreement and its attachments, the terms of the Agreement and its attachments shall control. 7.10 7.11 Owner may accept or reject the Guaranteed Maximum Price GMP Proposal or attempt to negotiate its terms with Design/Build Contractor. Upon acceptance by Owner of the GMP Proposal in writing, both parties shall execute the GMP Proposal which and the terms of the GMP Proposal, including the GMP and the supporting documents, shall become part of this Agreementthe Contract Documents. If Owner rejects the GMP Proposal or the parties are unable or unwilling to agree on a GMP, Owner may terminate this Agreement. 7.11 7.12 Following Owner’s Owner acceptance of the GMP Proposal, Design/Build Contractor shall continue to monitor the development of the Construction Documents so that, when complete, the Construction Documents adequately incorporate and resolve all qualifications, assumptions, clarifications, exclusions and value engineering issues identified in the GMP Proposal. During the Construction Documents stage, Design/Build Contractor and Project A/E shall jointly deliver a monthly written status report to Owner describing the progress on the incorporation of all qualifications, assumptions, clarifications, exclusions, value engineering issues and all other matters relevant to the establishment of the GMP into the Construction Documents. The monthly status report shall also include an updated start-to-finish project schedule that encompasses Project A/E’s activities, Design/Build Contractor’s activities, and Owner’s commissioning and occupancy activities, short-term schedules, and production rates for key elements of the Project as determined by Owner. 7.12 7.13 Design/Build Contractor shall be entitled to an equitable adjustment of the GMP if it is required to pay or bear the burden of any new federal, state, or local tax, or any rate increase of an existing tax, except taxes on income, adopted through statute, court decision, written ruling, or regulation taking effect after acceptance of the GMP Proposal. This equitable adjustment does not apply to tax increases borne solely by Subcontractors. 7.13 7.14 The parties Parties may agree to convert the GMP to a lump sum contract amount at any time after Design/Build Contractor has received bids or proposals from trade Contractors contractors or Subcontractors for the performance of all major elements of the ProjectWork. In proposing a lump sum amount, Design/Build Contractor shall consider the buyout savings, any unused contingency amounts and the trade package contracts that have not been finalized. In preparing a lump sum conversion proposal, Design/Build Contractor must provide the following information: 7.13.1 : The stage of completion of the Project; 7.13.2 ; The trade packages that have been completely bought out; 7.13.3 ; The trade packages remaining that have not been bought out; 7.13.4 ; A complete line item breakdown of the calculations used to establish a lump sum amount based on the GMP Schedule of Values; 7.13.5 ; An accounting of all savings amounts that are to be returned to Owner as part of the lump sum calculation; and 7.13.6 and Any other Project information requested by Owner. 7.14 7.15 Design/Build Contractor shall document the actual Cost of the Project Work at buyout as compared to the Guaranteed Maximum Price Proposal proposal and shall report this information to Owner monthly and with Design/Build Contractor’s recommendation for selection of a bid/bid or proposal for each subcontracting package. 7.15 Notwithstanding anything to the contrary herein, Contractor shall have no liability for delay or liquidated damages if the parties are unable to reach an agreement on the GMP.

GUARANTEED MAXIMUM PRICE PROPOSAL. 7.1 At When the conclusion Parties agree that the design of the Design Development phase the Project is sufficiently developed and documented to allow detailed pricing of its construction, Design/Build Contractor shall prepare and submit a Guaranteed Maximum Price (“GMP”) Proposal to Owner based on the Design Development phase documents and review comments. The GMP shall be delivered to the Owner within three (3) weeks of the Design Development review meeting or a date established by the Owner. The GMP Proposal must be prepared in accordance with the guidelines established by Owner and delivered in the format specified by Owner in Exhibit “E” the attached to this Agreementexhibits. Owner, at its sole option and discretion, may specify different requirements for the GMP Proposal. Design/Build Contractor shall not withdraw its Guaranteed Maximum Price Proposal for ninety (90) days following submission to the Owner. 7.2 In developing the GMP Proposal, Contractor shall coordinate efforts with AThe Design/E to identify qualifications, clarifications, assumptions, exclusions, value engineering and any other factors relevant to establishment of a GMP. Build Contractor shall review development of the GMP Proposal with the Owner on an ongoing basis to address clarifications of scope and pricing, distribution of contingencies, schedule, assumptions, exclusions, and other matters relevant to the establishment of a GMP. 7.3 The GMP Proposal must include a written description of how it was derived that specifically identifies the clarifications and assumptions made by the Design/Build Contractor in developing the proposed GMP and the monetary amounts attributable to them. The GMP Proposal shall include, without limitation, a breakdown of Design/Build Contractor’s estimated General Conditions Costs and estimated Cost Costs of the Work organized by trade and Masterformat 2004trade; contingency amounts; the Construction Phase Fee; and the proposed Contract Time, including dates for Notice to Proceed, Substantial Completion and Final Completion. Notwithstanding the breakdown of Contractor’s estimated costs, there are no line item guaranteed maximum amounts except for general conditions. 7.4 The Guaranteed Maximum Price Proposal shall allow for reasonably expected all changes and refinements in the Drawings drawings and Specifications specifications through completion of the Construction Documents, except for material changes in scope. 7.5 The GMP Proposal shall may include a Design/Build Contractor’s Contingency amountamount as allowed under Direct Construction Cost. 7.6 Included with its GMP Proposal, Design/Build Contractor shall provide three two complete, bound sets of the drawings, specifications, plans, sketches, instructions, requirements, materials, equipment specifications and other information or documents that fully describe the Project as developed at the time of the GMP Proposal and that are relevant to the establishment of the GMP. The bound supporting documents shall be referenced in and incorporated into the GMP Proposal. 7.7 The GMP Proposal and all supporting documents shall identify and describe all items, assumptions, costs, contingencies, schedules and other matters necessary and relevant for proper execution and completion of the Work and for establishment of the GMPGuaranteed Maximum Price. The GMP Proposal and the supporting documents are complementary and, in the event of an irreconcilable conflict between or among them, the interpretation that provides for the higher quality or quantity of material and/or and workmanship shall prevail over all other interpretations. 7.8 In submitting the GMP Proposal, the Design/Build Contractor represents that it will provide every item, system or element of performance Work that is identified, shown or specified in the GMP Proposal or the supporting documents, along with those all necessary or ancillary materials that are reasonably inferable and equipment for their complete operating installation, unless specifically accepted in writing excepted by the Owner. Upon Owner’s written acceptance of the GMP Proposal, the Design/Build Contractor shall not be entitled to any increase in the GMP Guaranteed Maximum Price due to the continued refinement of the Construction Documents or the absence or addition of any detail or specification that may be required in order to complete the construction of the Project as described in and reasonably inferable from the GMP Proposal or the supporting documents used to establish the GMP. Any costs that exceed the GMP shall be borne solely by the Design/Build Contractor without reimbursement by the Owner. Design/Build Contractor is responsible for all design, including incidental designing, detailing or both as required by the Specifications for shop drawing purposes, except for design provided by Owner’s independent Design Consultants, if any. 7.9 Prior to commencement of the Construction Phase Services and concurrently with submission of the Guaranteed Maximum Price Proposal, the Design/Build Contractor shall submit for the Owner’s acceptance a schedule for the performance of Construction Phase Services as specified. The Construction Phase Schedule shall include reasonable periods of time for the Owner’s review and acceptance of design drawings and submissions and for approval of authorities having jurisdiction over the Project. Upon acceptance of a Guaranteed Maximum Price Proposal by the Owner, the Construction Phase Schedule shall not be modified except for good cause as approved by the Owner at the Owner’s sole option and discretion. 7.10 The GMP Proposal shall adopt and incorporate all of the terms and conditions of this Agreement and all attachments to this Agreement. Any proposed deviation from the terms and conditions of this Agreement must be clearly and conspicuously identified to the Owner in writing and specifically accepted in writing by the Owner. In the event of a conflict between any term of the GMP Proposal that was not clearly and conspicuously identified and approved by the Owner and the terms of this Agreement and its attachments, the terms of the Agreement and its attachments shall control. 7.10 7.11 Owner may accept or reject the Guaranteed Maximum Price Proposal or attempt to negotiate its terms with Design/Build Contractor. Upon acceptance by the Owner of the GMP Proposal in writing, both parties shall execute the GMP Proposal which and the terms of the GMP Proposal, including the Guaranteed Maximum Price and the supporting documents, shall become part of this Agreementthe Contract Documents. If the Owner rejects the GMP Proposal or the parties are unable or unwilling to agree on a GMP, the Owner may terminate this Agreement. 7.11 7.12 Following Owner’s Owner acceptance of the GMP Proposal, Design/Build Contractor shall continue to monitor the development of the Construction Documents so that, when complete, the Construction Documents adequately incorporate and resolve all qualifications, assumptions, clarifications, exclusions and value engineering issues identified in the GMP Proposal. During the Construction Documents stage, the Design/Build Contractor and A/E the Project Architect shall jointly deliver a monthly written status report to the Owner describing the progress on the incorporation of all qualifications, assumptions, clarifications, exclusions, value engineering issues and all other matters relevant to the establishment of the GMP into the Construction Documents. The monthly status report shall also include an updated start-to-finish project schedule that encompasses the Project Architect’s activities, the Design/Build Contractor’s activities, and the Owner’s commissioning and occupancy activities, short-term schedules, and production rates for key elements of the Project as determined by the Owner. 7.12 7.13 The Design/Build Contractor shall be entitled to an equitable adjustment of the GMP if it is required to pay or bear the burden of any new federal, state, or local tax, or any rate increase of an existing tax, except taxes on income, adopted through statute, court decision, written ruling, or regulation taking effect after acceptance of the GMP Proposal. This equitable adjustment does not apply to tax increases borne solely by Subcontractors. 7.13 7.14 The parties Parties may agree to convert the GMP to a lump sum contract amount at any time after the Design/Build Contractor has received bids or proposals from trade Contractors contractors or Subcontractors for the performance of all major elements of the ProjectWork. In proposing a lump sum amount, the Design/Build Contractor shall consider the buyout savings, any unused contingency amounts and the trade package contracts that have not been finalized. In preparing a lump sum conversion proposal, the Design/Build Contractor must provide the following information: 7.13.1 : The stage of completion of the Project; 7.13.2 ; The trade packages that have been completely bought out; 7.13.3 ; The trade packages remaining that have not been bought out; 7.13.4 ; A complete line item breakdown of the calculations used to establish a lump sum amount based on the GMP Schedule of Values; 7.13.5 ; An accounting of all savings amounts that are to be returned to the Owner as part of the lump sum calculation; and 7.13.6 and Any other Project information requested by the Owner. 7.14 7.15 The Design/Build Contractor shall document the actual Cost of the Project Work at buyout as compared to the Guaranteed Maximum Price Proposal proposal and shall report this information to the Owner monthly and with Design/Build Contractor’s recommendation for selection of a bid/bid or proposal for each subcontracting package. 7.15 Notwithstanding anything to the contrary herein, Contractor shall have no liability for delay or liquidated damages if the parties are unable to reach an agreement on the GMP.

GUARANTEED MAXIMUM PRICE PROPOSAL. 7.1 At the conclusion of the Design Development phase the Contractor shall prepare and submit a Guaranteed Maximum Price Proposal to Owner based on the Design Development phase documents and review comments. The GMP shall be delivered to the Owner within three (3) weeks of the Design Development review meeting or a date established by the Owner. The GMP Proposal must be prepared in accordance with the guidelines established by Owner and delivered in the format specified by Owner in Exhibit “E” attached to this Agreement. Owner, at its sole option and discretion, may specify different requirements for the GMP Proposal. Contractor shall not withdraw its Guaranteed Maximum Price Proposal for ninety (90) days following submission to Owner. 7.2 In developing the GMP Proposal, Contractor shall coordinate efforts with A/E to identify qualifications, clarifications, assumptions, exclusions, value engineering and any other factors relevant to establishment of a GMP. Contractor shall review development of the GMP Proposal with Owner on an ongoing basis to address clarifications of scope and pricing, distribution of contingencies, schedule, assumptions, exclusions, and other matters relevant to the establishment of a GMP. 7.3 The GMP Proposal must include a written description of how it was derived that specifically identifies the clarifications and assumptions made by Contractor in the GMP and the monetary amounts attributable to them. The GMP Proposal shall include, without limitation, a breakdown of Contractor’s estimated General Conditions Costs and estimated Cost of the Work organized by trade and Masterformat 2004MasterFormat 2012; contingency amounts; the Construction Phase Fee; and the proposed Contract Time, including dates for Notice to Proceed, Substantial Completion and Final Completion. Notwithstanding the breakdown of Contractor’s estimated costs, there are no line item guaranteed maximum amounts except for general conditions. 7.4 The Guaranteed Maximum Price Proposal shall allow for reasonably expected changes and refinements in the Drawings and Specifications through completion of the Construction Documents, except for material changes in scope. 7.5 The GMP Proposal shall include a Contractor’s Contingency amount. 7.6 Included with its GMP Proposal, Contractor shall provide three complete, bound sets of the drawings, specifications, plans, sketches, instructions, requirements, materials, equipment specifications and other information or documents that fully describe the Project as developed at the time of the GMP Proposal and that are relevant to the establishment of the GMP. The bound supporting documents shall be referenced in and incorporated into the GMP Proposal. 7.7 The GMP Proposal and all supporting documents shall identify and describe all items, assumptions, costs, contingencies, schedules and other matters necessary and relevant for proper execution and completion of the Work and for establishment of the GMP. The GMP Proposal and the supporting documents are complementary and, in the event of an irreconcilable conflict between or among them, the interpretation that provides for the higher quality or quantity of material and/or workmanship shall prevail over all other interpretations. 7.8 In submitting the GMP Proposal, Contractor represents that it will provide every item, system or element of performance that is identified, shown or specified in the GMP Proposal or the supporting documents, along with those necessary or ancillary materials that are reasonably inferable and equipment for their complete operating installation, unless specifically accepted in writing by Owner. Upon Owner’s written acceptance of the GMP Proposal, Contractor shall not be entitled to any increase in the GMP due to the continued refinement of the Construction Documents or the absence or addition of any detail or specification that may be required in order to complete the construction of the Project as described in and reasonably inferable from the GMP Proposal or the supporting documents used to establish the GMP. 7.9 The GMP Proposal shall adopt and incorporate all of the terms and conditions of this Agreement and all attachments to this Agreement. Any proposed deviation from the terms and conditions of this Agreement must be clearly and conspicuously identified to Owner in writing and specifically accepted in writing by Owner. In the event of a conflict between any term of the GMP Proposal that was not clearly and conspicuously identified and approved by Owner and the terms of this Agreement and its attachments, the terms of the Agreement and its attachments shall control. 7.10 Owner may accept or reject the Guaranteed Maximum Price Proposal or attempt to negotiate its terms with Contractor. Upon acceptance by Owner of the GMP Proposal in writing, both parties shall execute the GMP Proposal which shall become part of this Agreement. If Owner rejects the GMP Proposal or the parties are unable or unwilling to agree on a GMP, Owner may terminate this Agreement. 7.11 Following Owner’s acceptance of the GMP Proposal, Contractor shall continue to monitor the development of the Construction Documents so that, when complete, the Construction Documents adequately incorporate and resolve all qualifications, assumptions, clarifications, exclusions and value engineering issues identified in the GMP Proposal. During the Construction Documents stage, Contractor and A/E shall jointly deliver a monthly written status report to Owner describing the progress on the incorporation of all qualifications, assumptions, clarifications, exclusions, value engineering issues and all other matters relevant to the establishment of the GMP into the Construction Documents. 7.12 Contractor shall be entitled to an equitable adjustment of the GMP if it is required to pay or bear the burden of any new federal, state, or local tax, or any rate increase of an existing tax, except taxes on income, adopted through statute, court decision, written ruling, or regulation taking effect after acceptance of the GMP Proposal. This equitable adjustment does not apply to tax increases borne solely by Subcontractors. 7.13 The parties may agree to convert the GMP to a lump sum contract amount at any time after Contractor has received bids or proposals from trade Contractors or Subcontractors for the performance of all major elements of the Project. In proposing a lump sum amount, Contractor shall consider the buyout savings, any unused contingency amounts and the trade package contracts that have not been finalized. In preparing a lump sum conversion proposal, Contractor must provide the following information: 7.13.1 The stage of completion of the Project; 7.13.2 The trade packages that have been completely bought out; 7.13.3 The trade packages remaining that have not been bought out; 7.13.4 A complete line item breakdown of the calculations used to establish a lump sum amount based on the GMP Schedule of Values; 7.13.5 An accounting of all savings amounts that are to be returned to Owner as part of the lump sum calculation; and 7.13.6 Any other Project information requested by Owner. 7.14 Contractor shall document the actual Cost of the Project at buyout as compared to the Guaranteed Maximum Price Proposal and shall report this information to Owner monthly and with Contractor’s recommendation for selection of a bid/proposal for each subcontracting package. 7.15 Notwithstanding anything to the contrary herein, Contractor shall have no liability for delay or liquidated damages if the parties are unable to reach an agreement on the GMP.

GUARANTEED MAXIMUM PRICE PROPOSAL. 7.1 At When the conclusion Parties agree that the design of the Design Development phase the Contractor Project is sufficiently developed and documented to allow detailed pricing of its construction, Construction Manager shall prepare and submit a Guaranteed Maximum Price (“GMP”) Proposal to Owner based on the Design Development phase documents and review comments. The GMP shall be delivered to the Owner within three (3) weeks of the Design Development review meeting or a date established by the Owner. The GMP Proposal must be prepared in accordance with the guidelines established by Owner and delivered in the format specified by Owner in Exhibit “E” the attached to this Agreementexhibits. Owner, at its sole option and discretion, may specify different requirements for the GMP Proposal. Contractor Construction Manager shall not withdraw its Guaranteed Maximum Price Proposal for ninety (90) days following submission to the Owner. 7.2 . In developing the GMP Proposal, Contractor the Construction Manager shall coordinate efforts with A/E the Project Architect to identify qualifications, clarifications, assumptions, exclusions, value engineering and any other factors relevant to establishment of a GMP. Contractor The Construction Manager shall review development of the GMP Proposal with the Owner on an ongoing basis to address clarifications of scope and pricing, distribution of contingencies, schedule, assumptions, exclusions, and other matters relevant to the establishment of a GMP. 7.3 . The GMP Proposal must include a written description of how it was derived that specifically identifies the clarifications and assumptions made by Contractor the Construction Manager in the GMP and the monetary amounts attributable to them. The GMP Proposal shall include, without limitation, a breakdown of ContractorConstruction Manager’s estimated General Conditions Costs and estimated Cost Costs of the Work organized by trade and Masterformat 2004trade; contingency amounts; the Construction Phase Fee; and the proposed Contract Time, including dates for Notice to Proceed, Substantial Completion and Final Completion. Notwithstanding the breakdown of Contractor’s estimated costs, there are no line item guaranteed maximum amounts except for general conditions. 7.4 The Guaranteed Maximum Price Proposal shall allow for reasonably expected changes and refinements in the Drawings and Specifications through completion of the Construction Documents, except for material changes in scope. 7.5 . The GMP Proposal shall may include a ContractorConstruction Manager’s Contingency amount. 7.6 amount as allowed under Cost of the Work. Included with its GMP Proposal, Contractor Construction Manager shall provide three two complete, bound sets of the drawings, specifications, plans, sketches, instructions, requirements, materials, equipment specifications and other information or documents that fully describe the Project as developed at the time of the GMP Proposal and that are relevant to the establishment of the GMP. The bound supporting documents shall be referenced in and incorporated into the GMP Proposal. 7.7 . The GMP Proposal and all supporting documents shall identify and describe all items, assumptions, costs, contingencies, schedules schedules, and other matters necessary and relevant for proper execution and completion of the Work and for establishment of the GMPGuaranteed Maximum Price. The GMP Proposal and the supporting documents are complementary and, in the event of an irreconcilable conflict between or among them, the interpretation that provides for the higher quality or quantity of material and/or workmanship shall prevail over all other interpretations. 7.8 . In submitting the GMP Proposal, Contractor the Construction Manager represents that it will provide every item, system or element of performance Work that is identified, shown shown, or specified in the GMP Proposal or the supporting documents, along with those all necessary or ancillary materials that are reasonably inferable and equipment for their complete operating installation, unless specifically accepted in writing excluded by the Owner. Upon Owner’s written acceptance of the GMP Proposal, Contractor the Construction Manager shall not be entitled to any increase in the GMP Guaranteed Maximum Price due to the continued refinement of the Construction Documents or the absence or addition of any detail or specification that may be required in order to complete the construction of the Project as described in and reasonably inferable from the GMP Proposal or the supporting documents used to establish the GMP. 7.9 . The GMP Proposal shall adopt and incorporate all of the terms and conditions of this Agreement and all attachments to this Agreement. Any proposed deviation from the terms and conditions of this Agreement must be clearly and conspicuously identified to the Owner in writing and specifically accepted in writing by the Owner. In the event of a conflict between any term of the GMP Proposal that was not clearly and conspicuously identified and approved by the Owner and the terms of this Agreement and its attachments, the terms of the Agreement and its attachments shall control. 7.10 . Owner may accept or reject the Guaranteed Maximum Price Proposal or attempt to negotiate its terms with ContractorConstruction Manager. Upon acceptance by the Owner of the GMP Proposal in writing, both parties shall execute the GMP Proposal which and the terms of the GMP Proposal, including the Guaranteed Maximum Price and the supporting documents, shall become part of this Agreementthe Contract between the Owner and the Construction Manager. If the Owner rejects the GMP Proposal or the parties are unable or unwilling to agree on a GMP, the Owner may terminate this Agreement. 7.11 . Following Owner’s Owner acceptance of the GMP Proposal, Contractor Construction Manager shall continue to monitor the development of the Construction Documents so that, when complete, the Construction Documents adequately incorporate and resolve all qualifications, assumptions, clarifications, exclusions exclusions, and value engineering issues identified in the GMP Proposal. During the Construction Documents stage, Contractor the Construction Manager and A/E the Project Architect shall jointly deliver a monthly written status report to the Owner describing the progress on the incorporation of all qualifications, assumptions, clarifications, exclusions, value engineering issues and all other matters relevant to the establishment of the GMP into the Construction Documents. 7.12 Contractor . The Construction Manager shall be entitled to an equitable adjustment of the GMP if it is required to pay or bear the burden of any new federal, state, or local tax, or any rate increase of an existing tax, except taxes on income, adopted through statute, court decision, written ruling, or regulation taking effect after acceptance of the GMP Proposal. This equitable adjustment does not apply to tax increases borne solely by Subcontractors. 7.13 . The parties Owner and the Construction Manager at Risk may agree to convert the GMP GMP(s) to a lump sum contract contract(s) amount at any time after Contractor the Construction Manager has received bids or proposals from trade Contractors contractors or Subcontractors for the performance of all major elements of the ProjectWork. Additionally, the Owner and the Construction Manager at Risk may agree to separately convert Design-Assist Subcontractor GMP(s) to a lump sum contract(s) amount at any time after the Design-Assist Subcontractor has received bids or proposals from trade contractors, installers, vendors or suppliers for the performance of all major elements of the Work. In proposing a lump sum amount, Contractor the Construction Manager shall consider the buyout savings, any unused contingency amounts and the trade package contracts that have not been finalized. In preparing a lump sum conversion proposal, Contractor the Construction Manager must provide the following information: 7.13.1 : The stage of completion of the Project; 7.13.2 . The trade packages that have been completely bought out; 7.13.3 . The trade packages remaining that have not been bought out; 7.13.4 . A complete line line-item breakdown of the calculations used to establish a lump sum amount based on the GMP Schedule of Values; 7.13.5 . An accounting of all savings amounts that are to be returned to the Owner as part of the lump sum calculation; and 7.13.6 and Any other Project information requested by the Owner. 7.14 Contractor . The Construction Manager shall document the actual Cost of the Project Work at buyout as compared to the Guaranteed Maximum Price Proposal proposal and shall report this information to the Owner at least monthly and with ContractorConstruction Manager’s recommendation for selection of a bid/proposal for each subcontracting package. 7.15 Notwithstanding anything to the contrary herein, Contractor shall have no liability for delay or liquidated damages if the parties are unable to reach an agreement on the GMP.

GUARANTEED MAXIMUM PRICE PROPOSAL. 7.1 At When the conclusion Parties agree that the design of the Design Development phase the Project is sufficiently developed and documented to allow detailed pricing of its construction, Design/Build Contractor shall prepare and submit a Guaranteed Maximum Price (“GMP”) Proposal to Owner based on the Design Development phase documents and review comments. The GMP shall be delivered to the Owner within three (3) weeks of the Design Development review meeting or a date established by the Owner. The GMP Proposal must be prepared in accordance with the guidelines established by Owner and delivered in the format specified by Owner in Exhibit “E” the attached to this Agreementexhibits. Owner, at its sole option and discretion, may specify different requirements for the GMP Proposal. Design/Build Contractor shall not withdraw its Guaranteed Maximum Price Proposal for ninety (90) days following submission to the Owner. 7.2 In developing the GMP Proposal, Contractor shall coordinate efforts with AThe Design/E to identify qualifications, clarifications, assumptions, exclusions, value engineering and any other factors relevant to establishment of a GMP. Build Contractor shall review development of the GMP Proposal with the Owner on an ongoing basis to address clarifications of scope and pricing, distribution of contingencies, schedule, assumptions, exclusions, and other matters relevant to the establishment of a GMP. 7.3 The GMP Proposal must include a written description of how it was derived that specifically identifies the clarifications and assumptions made by the Design/Build Contractor in the GMP and the monetary amounts attributable to them. The GMP Proposal shall include, without limitation, a breakdown of Design/Build Contractor’s estimated General Conditions Costs and estimated Cost Costs of the Work organized by trade and Masterformat 2004trade; contingency amounts; the Construction Phase Fee; and the proposed Contract Time, including dates for Notice to Proceed, Substantial Completion and Final Completion. Notwithstanding the breakdown of Contractor’s estimated costs, there are no line item guaranteed maximum amounts except for general conditions. 7.4 The Guaranteed Maximum Price Proposal shall allow for reasonably expected all changes and refinements in the Drawings and Specifications through completion of the Construction Documents, except for material changes in scope. 7.5 The GMP Proposal shall may include a Design/Build Contractor’s Contingency amountamount as allowed under Direct Construction Cost. 7.6 Included with its GMP Proposal, Design/Build Contractor shall provide three two complete, bound sets of the drawings, specifications, plans, sketches, instructions, requirements, materials, equipment specifications and other information or documents that fully describe the Project as developed at the time of the GMP Proposal and that are relevant to the establishment of the GMP. The bound supporting documents shall be referenced in and incorporated into the GMP Proposal. 7.7 The GMP Proposal and all supporting documents shall identify and describe all items, assumptions, costs, contingencies, schedules and other matters necessary and relevant for proper execution and completion of the Work and for establishment of the GMPGuaranteed Maximum Price. The GMP Proposal and the supporting documents are complementary and, in the event of an irreconcilable conflict between or among them, the interpretation that provides for the higher quality or quantity of material and/or workmanship shall prevail over all other interpretations. 7.8 In submitting the GMP Proposal, the Design/Build Contractor represents that it will provide every item, system or element of performance Work that is identified, shown or specified in the GMP Proposal or the supporting documents, along with those all necessary or ancillary materials that are reasonably inferable and equipment for their complete operating installation, unless specifically accepted in writing by the Owner. Upon Owner’s written acceptance of the GMP Proposal, the Design/Build Contractor shall not be entitled to any increase in the GMP Guaranteed Maximum Price due to the continued refinement of the Construction Documents or the absence or addition of any detail or specification that may be required in order to complete the construction of the Project as described in and reasonably inferable from the GMP Proposal or the supporting documents used to establish the GMP. Any costs that exceed the GMP shall be borne solely by the Design/Build Contractor without reimbursement by the Owner. Design/Build Contractor is responsible for all design, including incidental designing/detailing as required by the Specifications for shop drawing purposes, except for design provided by Owner’s independent Design Consultants, if any. 7.9 Prior to commencement of the Construction Phase Services and concurrently with submission of the Guaranteed Maximum Sum Proposal, the Design/Build Contractor shall submit for the Owner’s acceptance a schedule for the performance of Construction Phase Services as specified. The Construction Phase Schedule shall include reasonable periods of time for the Owner’s review and acceptance of design drawings and submissions and for approval of authorities having jurisdiction over the Project. Upon acceptance of a Guaranteed Maximum Sum Proposal by the Owner, the Construction Phase Schedule shall not be modified except for good cause as approved by the Owner at the Owner’s sole option and discretion. 7.10 The GMP Proposal shall adopt and incorporate all of the terms and conditions of this Agreement and all attachments to this Agreement. Any proposed deviation from the terms and conditions of this Agreement must be clearly and conspicuously identified to the Owner in writing and specifically accepted in writing by the Owner. In the event of a conflict between any term of the GMP Proposal that was not clearly and conspicuously identified and approved by the Owner and the terms of this Agreement and its attachments, the terms of the Agreement and its attachments shall control. 7.10 7.11 Owner may accept or reject the Guaranteed Maximum Price Proposal or attempt to negotiate its terms with Design/Build Contractor. Upon acceptance by the Owner of the GMP Proposal in writing, both parties shall execute the GMP Proposal which and the terms of the GMP Proposal, including the Guaranteed Maximum Price and the supporting documents, shall become part of this Agreementthe Contract between the Owner and the Design/Build Contractor. If the Owner rejects the GMP Proposal or the parties are unable or unwilling to agree on a GMP, the Owner may terminate this Agreement. 7.11 7.12 Following Owner’s Owner acceptance of the GMP Proposal, Design/Build Contractor shall continue to monitor the development of the Construction Documents so that, when complete, the Construction Documents adequately incorporate and resolve all qualifications, assumptions, clarifications, exclusions and value engineering issues identified in the GMP Proposal. During the Construction Documents stage, the Design/Build Contractor and A/E the Project Architect shall jointly deliver a monthly written status report to the Owner describing the progress on the incorporation of all qualifications, assumptions, clarifications, exclusions, value engineering issues and all other matters relevant to the establishment of the GMP into the Construction Documents. 7.12 7.13 The Design/Build Contractor shall be entitled to an equitable adjustment of the GMP if it is required to pay or bear the burden of any new federal, state, or local tax, or any rate increase of an existing tax, except taxes on income, adopted through statute, court decision, written ruling, or regulation taking effect after acceptance of the GMP Proposal. This equitable adjustment does not apply to tax increases borne solely by Subcontractors. 7.13 7.14 The parties Parties may agree to convert the GMP to a lump sum contract amount at any time after the Design/Build Contractor has received bids or proposals from trade Contractors contractors or Subcontractors for the performance of all major elements of the ProjectWork. In proposing a lump sum amount, the Design/Build Contractor shall consider the buyout savings, any unused contingency amounts and the trade package contracts that have not been finalized. In preparing a lump sum conversion proposal, the General Contractor must provide the following information: 7.13.1 : The stage of completion of the Project; 7.13.2 ; The trade packages that have been completely bought out; 7.13.3 ; The trade packages remaining that have not been bought out; 7.13.4 ; A complete line item breakdown of the calculations used to establish a lump sum amount based on the GMP Schedule of Values; 7.13.5 ; An accounting of all savings amounts that are to be returned to the Owner as part of the lump sum calculation; and 7.13.6 and Any other Project information requested by the Owner. 7.14 7.15 The Design/Build Contractor shall document the actual Cost of the Project Work at buyout as compared to the Guaranteed Maximum Price Proposal proposal and shall report this information to the Owner monthly and with Design/Build Contractor’s recommendation for selection of a bid/proposal for each subcontracting package. 7.15 Notwithstanding anything to the contrary herein, Contractor shall have no liability for delay or liquidated damages if the parties are unable to reach an agreement on the GMP.

GUARANTEED MAXIMUM PRICE PROPOSAL. 7.1 At the conclusion of the Design Development phase the Contractor shall prepare and submit a Guaranteed Maximum Price Proposal to Owner based on the Design Development phase documents and review comments. The GMP shall be delivered to the Owner within three (3) weeks of the Design Development review meeting or a date established by the Owner. The GMP Proposal must be prepared in accordance with the guidelines established by Owner and delivered in the format specified by Owner in Exhibit “E” attached to this Agreement. Owner, at its sole option and discretion, may specify different requirements for the GMP Proposal. Contractor shall not withdraw its Guaranteed Maximum Price Proposal for ninety (90) days following submission to Owner. 7.2 In developing the GMP Proposal, Contractor shall coordinate efforts with A/E to identify qualifications, clarifications, assumptions, exclusions, value engineering and any other factors relevant to establishment of a GMP. Contractor shall review development of the GMP Proposal with Owner on an ongoing basis to address clarifications of scope and pricing, distribution of contingencies, schedule, assumptions, exclusions, and other matters relevant to the establishment of a GMP. 7.3 The GMP Proposal must include a written description of how it was derived that specifically identifies the clarifications and assumptions made by Contractor in the GMP and the monetary amounts attributable to them. The GMP Proposal shall include, without limitation, a breakdown of Contractor’s estimated General Conditions Costs and estimated Cost of the Work organized by trade and Masterformat Master format 2004; contingency amounts; the Construction Phase Fee; and the proposed Contract Time, including dates for Notice to Proceed, Substantial Completion and Final Completion. Notwithstanding the breakdown of Contractor’s estimated costs, there are no line item guaranteed maximum amounts except for general conditions. 7.4 The Guaranteed Maximum Price Proposal shall allow for reasonably expected changes and refinements in the Drawings and Specifications through completion of the Construction Documents, except for material changes in scope. 7.5 The GMP Proposal shall include a Contractor’s Contingency amount. 7.6 Included with its GMP Proposal, Contractor shall provide three complete, bound sets of the drawings, specifications, plans, sketches, instructions, requirements, materials, equipment specifications and other information or documents that fully describe the Project as developed at the time of the GMP Proposal and that are relevant to the establishment of the GMP. The bound supporting documents shall be referenced in and incorporated into the GMP Proposal. 7.7 The GMP Proposal and all supporting documents shall identify and describe all items, assumptions, costs, contingencies, schedules and other matters necessary and relevant for proper execution and completion of the Work and for establishment of the GMP. The GMP Proposal and the supporting documents are complementary and, in the event of an irreconcilable conflict between or among them, the interpretation that provides for the higher quality or quantity of material and/or workmanship shall prevail over all other interpretations. 7.8 In submitting the GMP Proposal, Contractor represents that it will provide every item, system or element of performance that is identified, shown or specified in the GMP Proposal or the supporting documents, along with those necessary or ancillary materials that are reasonably inferable and equipment for their complete operating installation, unless specifically accepted in writing by Owner. Upon Owner’s written acceptance of the GMP Proposal, Contractor shall not be entitled to any increase in the GMP due to the continued refinement of the Construction Documents or the absence or addition of any detail or specification that may be required in order to complete the construction of the Project as described in and reasonably inferable from the GMP Proposal or the supporting documents used to establish the GMP. 7.9 The GMP Proposal shall adopt and incorporate all of the terms and conditions of this Agreement and all attachments to this Agreement. Any proposed deviation from the terms and conditions of this Agreement must be clearly and conspicuously identified to Owner in writing and specifically accepted in writing by Owner. In the event of a conflict between any term of the GMP Proposal that was not clearly and conspicuously identified and approved by Owner and the terms of this Agreement and its attachments, the terms of the Agreement and its attachments shall control. 7.10 Owner may accept or reject the Guaranteed Maximum Price Proposal or attempt to negotiate its terms with Contractor. Upon acceptance by Owner of the GMP Proposal in writing, both parties shall execute the GMP Proposal which shall become part of this Agreement. If Owner rejects the GMP Proposal or the parties are unable or unwilling to agree on a GMP, Owner may terminate this Agreement. 7.11 Following Owner’s acceptance of the GMP Proposal, Contractor shall continue to monitor the development of the Construction Documents so that, when complete, the Construction Documents adequately incorporate and resolve all qualifications, assumptions, clarifications, exclusions and value engineering issues identified in the GMP Proposal. During the Construction Documents stage, Contractor and A/E shall jointly deliver a monthly written status report to Owner describing the progress on the incorporation of all qualifications, assumptions, clarifications, exclusions, value engineering issues and all other matters relevant to the establishment of the GMP into the Construction Documents. 7.12 Contractor shall be entitled to an equitable adjustment of the GMP if it is required to pay or bear the burden of any new federal, state, or local tax, or any rate increase of an existing tax, except taxes on income, adopted through statute, court decision, written ruling, or regulation taking effect after acceptance of the GMP Proposal. This equitable adjustment does not apply to tax increases borne solely by Subcontractors. 7.13 The parties may agree to convert the GMP to a lump sum contract amount at any time after Contractor has received bids or proposals from trade Contractors or Subcontractors for the performance of all major elements of the Project. In proposing a lump sum amount, Contractor shall consider the buyout savings, any unused contingency amounts and the trade package contracts that have not been finalized. In preparing a lump sum conversion proposal, Contractor must provide the following information: 7.13.1 The stage of completion of the Project; 7.13.2 The trade packages that have been completely bought out; 7.13.3 The trade packages remaining that have not been bought out; 7.13.4 A complete line item breakdown of the calculations used to establish a lump sum amount based on the GMP Schedule of Values; 7.13.5 An accounting of all savings amounts that are to be returned to Owner as part of the lump sum calculation; and 7.13.6 Any other Project information requested by Owner. 7.14 Contractor shall document the actual Cost of the Project at buyout as compared to the Guaranteed Maximum Price Proposal and shall report this information to Owner monthly and with Contractor’s recommendation for selection of a bid/proposal for each subcontracting package. 7.15 Notwithstanding anything to the contrary herein, Contractor shall have no liability for delay or liquidated damages if the parties are unable to reach an agreement on the GMP.

GUARANTEED MAXIMUM PRICE PROPOSAL. 7.1 At the conclusion of the Design Development phase the Contractor shall prepare and submit a Guaranteed Maximum Price Proposal to Owner based on the Design Development phase documents and review comments. The GMP shall be delivered to the Owner within three (3) weeks of the Design Development review meeting or a date established by the Owner. The GMP Proposal must be prepared in accordance with the guidelines established by Owner and delivered in the format specified by Owner in Exhibit “E” attached to this Agreement. Owner, at its sole option and discretion, may specify different requirements for the GMP Proposal. Contractor shall not withdraw its Guaranteed Maximum Price Proposal for ninety (90) days following submission to Owner. 7.2 In developing the GMP Proposal, Contractor shall coordinate efforts with A/E to identify qualifications, clarifications, assumptions, exclusions, value engineering and any other factors relevant to establishment of a GMP. Contractor shall review development of the GMP Proposal with Owner on an ongoing basis to address clarifications of scope and pricing, distribution of contingencies, schedule, assumptions, exclusions, and other matters relevant to the establishment of a GMP. 7.3 The GMP Proposal must include a written description of how it was derived that specifically identifies the clarifications and assumptions made by Contractor in the GMP and the monetary amounts attributable to them. The GMP Proposal shall include, without limitation, a breakdown of Contractor’s estimated General Conditions Costs and estimated Cost of the Work organized by trade and Masterformat 20042012; contingency amounts; the Construction Phase Fee; and the proposed Contract Time, including dates for Notice to Proceed, Substantial Completion and Final Completion. Notwithstanding the breakdown of Contractor’s estimated costs, there are no line item guaranteed maximum amounts except for general conditions. 7.4 The Guaranteed Maximum Price Proposal shall allow for reasonably expected changes and refinements in the Drawings and Specifications through completion of the Construction Documents, except for material changes in scope. 7.5 The GMP Proposal shall include a Contractor’s Contingency amount. 7.6 Included with its GMP Proposal, Contractor shall provide three complete, bound sets of the drawings, specifications, plans, sketches, instructions, requirements, materials, equipment specifications and other information or documents that fully describe the Project as developed at the time of the GMP Proposal and that are relevant to the establishment of the GMP. The bound supporting documents shall be referenced in and incorporated into the GMP Proposal. 7.7 The GMP Proposal and all supporting documents shall identify and describe all items, assumptions, costs, contingencies, schedules and other matters necessary and relevant for proper execution and completion of the Work and for establishment of the GMP. The GMP Proposal and the supporting documents are complementary and, in the event of an irreconcilable conflict between or among them, the interpretation that provides for the higher quality or quantity of material and/or workmanship shall prevail over all other interpretations. 7.8 In submitting the GMP Proposal, Contractor represents that it will provide every item, system or element of performance that is identified, shown or specified in the GMP Proposal or the supporting documents, along with those necessary or ancillary materials that are reasonably inferable and equipment for their complete operating installation, unless specifically accepted in writing by Owner. Upon Owner’s written acceptance of the GMP Proposal, Contractor shall not be entitled to any increase in the GMP due to the continued refinement of the Construction Documents or the absence or addition of any detail or specification that may be required in order to complete the construction of the Project as described in and reasonably inferable from the GMP Proposal or the supporting documents used to establish the GMP. 7.9 The GMP Proposal shall adopt and incorporate all of the terms and conditions of this Agreement and all attachments to this Agreement. Any proposed deviation from the terms and conditions of this Agreement must be clearly and conspicuously identified to Owner in writing and specifically accepted in writing by Owner. In the event of a conflict between any term of the GMP Proposal that was not clearly and conspicuously identified and approved by Owner and the terms of this Agreement and its attachments, the terms of the Agreement and its attachments shall control. 7.10 Owner may accept or reject the Guaranteed Maximum Price Proposal or attempt to negotiate its terms with Contractor. Upon acceptance by Owner of the GMP Proposal in writing, both parties shall execute the GMP Proposal which shall become part of this Agreement. If Owner rejects the GMP Proposal or the parties are unable or unwilling to agree on a GMP, Owner may terminate this Agreement. 7.11 Following Owner’s acceptance of the GMP Proposal, Contractor shall continue to monitor the development of the Construction Documents so that, when complete, the Construction Documents adequately incorporate and resolve all qualifications, assumptions, clarifications, exclusions and value engineering issues identified in the GMP Proposal. During the Construction Documents stage, Contractor and A/E shall jointly deliver a monthly written status report to Owner describing the progress on the incorporation of all qualifications, assumptions, clarifications, exclusions, value engineering issues and all other matters relevant to the establishment of the GMP into the Construction Documents. 7.12 Contractor shall be entitled to an equitable adjustment of the GMP if it is required to pay or bear the burden of any new federal, state, or local tax, or any rate increase of an existing tax, except taxes on income, adopted through statute, court decision, written ruling, or regulation taking effect after acceptance of the GMP Proposal. This equitable adjustment does not apply to tax increases borne solely by Subcontractors. 7.13 The parties may agree to convert the GMP to a lump sum contract amount at any time after Contractor has received bids or proposals from trade Contractors or Subcontractors for the performance of all major elements of the Project. In proposing a lump sum amount, Contractor shall consider the buyout savings, any unused contingency amounts and the trade package contracts that have not been finalized. In preparing a lump sum conversion proposal, Contractor must provide the following information: 7.13.1 The stage of completion of the Project; 7.13.2 The trade packages that have been completely bought out; 7.13.3 The trade packages remaining that have not been bought out; 7.13.4 A complete line item breakdown of the calculations used to establish a lump sum amount based on the GMP Schedule of Values; 7.13.5 An accounting of all savings amounts that are to be returned to Owner as part of the lump sum calculation; and 7.13.6 Any other Project information requested by Owner. 7.14 Contractor shall document the actual Cost of the Project at buyout as compared to the Guaranteed Maximum Price Proposal and shall report this information to Owner monthly and with Contractor’s recommendation for selection of a bid/proposal for each subcontracting package. 7.15 Notwithstanding anything to the contrary herein, Contractor shall have no liability for delay or liquidated damages if the parties are unable to reach an agreement on the GMP.

GUARANTEED MAXIMUM PRICE PROPOSAL. 7.1 At When the conclusion Parties agree that the design of the Design Development phase the Contractor Project is sufficiently developed and documented to allow detailed pricing of its construction, Construction Manager shall prepare and submit a Guaranteed Maximum Price (“GMP”) Proposal to Owner based on the Design Development phase documents and review comments. The GMP shall be delivered to the Owner within three (3) weeks of the Design Development review meeting or a date established by the Owner. The GMP Proposal must be prepared in accordance with the guidelines established by Owner and delivered in the format specified by Owner in Exhibit “E” the attached to this Agreementexhibits. Owner, at its sole option and discretion, may specify different requirements for the GMP Proposal. Contractor Construction Manager shall not withdraw its Guaranteed Maximum Price Proposal for ninety (90) days following submission to the Owner. 7.2 In developing the GMP Proposal, Contractor the Construction Manager shall coordinate efforts with A/E the Project Architect to identify qualifications, clarifications, assumptions, exclusions, value engineering and any other factors relevant to establishment of a GMP. Contractor The Construction Manager shall review development of the GMP Proposal with the Owner on an ongoing basis to address clarifications of scope and pricing, distribution of contingencies, schedule, assumptions, exclusions, and other matters relevant to the establishment of a GMP. 7.3 The GMP Proposal must include a written description of how it was derived that specifically identifies the clarifications and assumptions made by Contractor the Construction Manager in the GMP and the monetary amounts attributable to them. The GMP Proposal shall include, without limitation, a breakdown of ContractorConstruction Manager’s estimated General Conditions Costs and estimated Cost Costs of the Work organized by trade and Masterformat 2004trade; contingency amounts; the Construction Phase Fee; and the proposed Contract Time, including dates for Notice to Proceed, Substantial Completion and Final Completion. Notwithstanding the breakdown of Contractor’s estimated costs, there are no line item guaranteed maximum amounts except for general conditions. 7.4 The Guaranteed Maximum Price Proposal shall allow for reasonably expected changes and refinements in the Drawings and Specifications through completion of the Construction Documents, except for material changes in scope. 7.5 The GMP Proposal shall may include a ContractorConstruction Manager’s Contingency amountamount as allowed under Cost of the Work. 7.6 Included with its GMP Proposal, Contractor Construction Manager shall provide three two complete, bound sets of the drawings, specifications, plans, sketches, instructions, requirements, materials, equipment specifications and other information or documents that fully describe the Project as developed at the time of the GMP Proposal and that are relevant to the establishment of the GMP. The bound supporting documents shall be referenced in and incorporated into the GMP Proposal. 7.7 The GMP Proposal and all supporting documents shall identify and describe all items, assumptions, costs, contingencies, schedules and other matters necessary and relevant for proper execution and completion of the Work and for establishment of the GMPGuaranteed Maximum Price. The GMP Proposal and the supporting documents are complementary and, in the event of an irreconcilable conflict between or among them, the interpretation that provides for the higher quality or quantity of material and/or workmanship shall prevail over all other interpretations. 7.8 In submitting the GMP Proposal, Contractor the Construction Manager represents that it will provide every item, system or element of performance Work that is identified, shown or specified in the GMP Proposal or the supporting documents, along with those all necessary or ancillary materials that are reasonably inferable and equipment for their complete operating installation, unless specifically accepted in writing by the Owner. Upon Owner’s written acceptance of the GMP Proposal, Contractor the Construction Manager shall not be entitled to any increase in the GMP Guaranteed Maximum Price due to the continued refinement of the Construction Documents or the absence or addition of any detail or specification that may be required in order to complete the construction of the Project as described in and reasonably inferable from the GMP Proposal or the supporting documents used to establish the GMP. 7.9 The GMP Proposal shall adopt and incorporate all of the terms and conditions of this Agreement and all attachments to this Agreement. Any proposed deviation from the terms and conditions of this Agreement must be clearly and conspicuously identified to the Owner in writing and specifically accepted in writing by the Owner. In the event of a conflict between any term of the GMP Proposal that was not clearly and conspicuously identified and approved by the Owner and the terms of this Agreement and its attachments, the terms of the Agreement and its attachments shall control. 7.10 Owner may accept or reject the Guaranteed Maximum Price Proposal or attempt to negotiate its terms with ContractorConstruction Manager. Upon acceptance by the Owner of the GMP Proposal in writing, both parties shall execute the GMP Proposal which and the terms of the GMP Proposal, including the Guaranteed Maximum Price and the supporting documents, shall become part of this Agreementthe Contract between the Owner and the Construction Manager. If the Owner rejects the GMP Proposal or the parties are unable or unwilling to agree on a GMP, the Owner may terminate this Agreement. 7.11 Following Owner’s Owner acceptance of the GMP Proposal, Contractor Construction Manager shall continue to monitor the development of the Construction Documents so that, when complete, the Construction Documents adequately incorporate and resolve all qualifications, assumptions, clarifications, exclusions and value engineering issues identified in the GMP Proposal. During the Construction Documents stage, Contractor the Construction Manager and A/E the Project Architect shall jointly deliver a monthly written status report to the Owner describing the progress on the incorporation of all qualifications, assumptions, clarifications, exclusions, value engineering issues and all other matters relevant to the establishment of the GMP into the Construction Documents. The monthly status report shall also include an updated start-to-finish project schedule that encompasses the Project Architect’s activities, the Contractor’s activities, and the Owner’s commissioning and occupancy activities, short-term schedules, and production rates for key elements of the Project as determined by the Owner. 7.12 Contractor The Construction Manager shall be entitled to an equitable adjustment of the GMP if it is required to pay or bear the burden of any new federal, state, or local tax, or any rate increase of an existing tax, except taxes on income, adopted through statute, court decision, written ruling, or regulation taking effect after acceptance of the GMP Proposal. This equitable adjustment does not apply to tax increases borne solely by Subcontractors. 7.13 The parties Parties may agree to convert the GMP to a lump sum contract amount at any time after Contractor the Construction Manager has received bids or proposals from trade Contractors contractors or Subcontractors for the performance of all major elements of the ProjectWork. In proposing a lump sum amount, Contractor the Construction Manager shall consider the buyout savings, any unused contingency amounts and the trade package contracts that have not been finalized. In preparing a lump sum conversion proposal, the General Contractor must provide the following information: 7.13.1 a. The stage of completion of the Project; 7.13.2 b. The trade packages that have been completely bought out; 7.13.3 c. The trade packages remaining that have not been bought out; 7.13.4 d. A complete line item breakdown of the calculations used to establish a lump sum amount based on the GMP Schedule of Values; 7.13.5 e. An accounting of all savings amounts that are to be returned to the Owner as part of the lump sum calculation; and 7.13.6 f. Any other Project information requested by the Owner. 7.14 Contractor The Construction Manager shall document the actual Cost of the Project Work at buyout as compared to the Guaranteed Maximum Price Proposal proposal and shall report this information to the Owner monthly and with ContractorConstruction Manager’s recommendation for selection of a bid/proposal for each subcontracting package. 7.15 Notwithstanding anything to the contrary herein, Contractor shall have no liability for delay or liquidated damages if the parties are unable to reach an agreement on the GMP.

GUARANTEED MAXIMUM PRICE PROPOSAL. 7.1 At When the conclusion Parties agree that the design of the Design Development phase the Contractor Project is sufficiently developed and documented to allow detailed pricing of its construction, Construction Manager shall prepare and submit a Guaranteed Maximum Price (“GMP”) Proposal to Owner based on the Design Development phase documents and review comments. The GMP shall be delivered to the Owner within three (3) weeks of the Design Development review meeting or a date established by the Owner. The GMP Proposal must be prepared in accordance with the guidelines established by Owner and delivered in the format specified by Owner in Exhibit “E” the attached to this Agreementexhibits. Owner, at its sole option and discretion, may specify different requirements for the GMP Proposal. Contractor Construction Manager shall not withdraw its Guaranteed Maximum Price Proposal for ninety (90) days following submission to the Owner. 7.2 In developing the GMP Proposal, Contractor the Construction Manager shall coordinate efforts with A/E the Project Architect to identify qualifications, clarifications, assumptions, exclusions, value engineering and any other factors relevant to establishment of a GMP. Contractor The Construction Manager shall review development of the GMP Proposal with the Owner on an ongoing basis to address clarifications of scope and pricing, distribution of contingencies, schedule, assumptions, exclusions, and other matters relevant to the establishment of a GMP. 7.3 The GMP Proposal must include a written description of how it was derived that specifically identifies the clarifications and assumptions made by Contractor the Construction Manager in the GMP and the monetary amounts attributable to them. The GMP Proposal shall include, without limitation, a breakdown of ContractorConstruction Manager’s estimated General Conditions Costs and estimated Cost Costs of the Work organized by trade and Masterformat 2004trade; contingency amounts; the Construction Phase Fee; and the proposed Contract Time, including dates for Notice to Proceed, Substantial Completion and Final Completion. Notwithstanding the breakdown of Contractor’s estimated costs, there are no line item guaranteed maximum amounts except for general conditions.DRAFT 7.4 The Guaranteed Maximum Price Proposal shall allow for reasonably expected changes and refinements in the Drawings and Specifications through completion of the Construction Documents, except for material changes in scope. 7.5 The GMP Proposal shall may include a ContractorConstruction Manager’s Contingency amountamount as allowed under Cost of the Work. 7.6 Included with its GMP Proposal, Contractor Construction Manager shall provide three two complete, bound sets of the drawings, specifications, plans, sketches, instructions, requirements, materials, equipment specifications and other information or documents that fully describe the Project as developed at the time of the GMP Proposal and that are relevant to the establishment of the GMP. The bound supporting documents shall be referenced in and incorporated into the GMP Proposal. 7.7 The GMP Proposal and all supporting documents shall identify and describe all items, assumptions, costs, contingencies, schedules and other matters necessary and relevant for proper execution and completion of the Work and for establishment of the GMPGuaranteed Maximum Price. The GMP Proposal and the supporting documents are complementary and, in the event of an irreconcilable conflict between or among them, the interpretation that provides for the higher quality or quantity of material and/or workmanship shall prevail over all other interpretations. 7.8 In submitting the GMP Proposal, Contractor the Construction Manager represents that it will provide every item, system or element of performance Work that is identified, shown or specified in the GMP Proposal or the supporting documents, along with those all necessary or ancillary materials that are reasonably inferable and equipment for their complete operating installation, unless specifically excepted accepted in writing by the Owner. Upon Owner’s written acceptance of the GMP Proposal, Contractor the Construction Manager shall not be entitled to any increase in the GMP Guaranteed Maximum Price due to the continued refinement of the Construction Documents or the absence or addition of any detail or specification that may be required in order to complete the construction of the Project as described in and reasonably inferable from the GMP Proposal or the supporting documents used to establish the GMP. 7.9 The GMP Proposal shall adopt and incorporate all of the terms and conditions of this Agreement and all attachments to this Agreement. Any proposed deviation from the terms and conditions of this Agreement must be clearly and conspicuously identified to the Owner in writing and specifically accepted in writing by the Owner. In the event of a conflict between any term of the GMP Proposal that was not clearly and conspicuously identified and approved by the Owner and the terms of this Agreement and its attachments, the terms of the Agreement and its attachments shall control. 7.10 Owner may accept or reject the Guaranteed Maximum Price Proposal or attempt to negotiate its terms with ContractorConstruction Manager. Upon acceptance by the Owner of the GMP Proposal in writing, both parties shall execute the GMP Proposal which and the terms of the GMP Proposal, including the Guaranteed Maximum Price and the supporting documents, shall become part of this Agreementthe Contract between the Owner and the Construction Manager. If the Owner rejects the GMP Proposal or the parties are unable or unwilling to agree on a GMP, the Owner may terminate this Agreement. 7.11 Following Owner’s Owner acceptance of the GMP Proposal, Contractor Construction Manager shall continue to monitor the development of the Construction Documents so that, when complete, the Construction Documents adequately incorporate and resolve all qualifications, assumptions, clarifications, exclusions and value engineering issues identified in the GMP Proposal. During the Construction Documents stage, Contractor the Construction Manager and A/E the Project Architect shall jointly deliver a monthly written status report to the Owner describing the progress on the incorporation of all qualifications, assumptions, clarifications, exclusions, value engineering issues and all other matters relevant to the establishment of the GMP into the Construction Documents.. DRAFT 7.12 Contractor The Construction Manager shall be entitled to an equitable adjustment of the GMP if it is required to pay or bear the burden of any new federal, state, or local tax, or any rate increase of an existing tax, except taxes on income, adopted through statute, court decision, written ruling, or regulation taking effect after acceptance of the GMP Proposal. This equitable adjustment does not apply to tax increases borne solely by Subcontractors. 7.13 The parties Parties may agree to convert the GMP to a lump sum contract amount at any time after Contractor the Construction Manager has received bids or proposals from trade Contractors contractors or Subcontractors for the performance of all major elements of the ProjectWork. In proposing a lump sum amount, Contractor the Construction Manager shall consider the buyout savings, any unused contingency amounts and the trade package contracts that have not been finalized. In preparing a lump sum conversion proposal, the General Contractor must provide the following information: 7.13.1 a. The stage of completion of the Project; 7.13.2 b. The trade packages that have been completely bought out; 7.13.3 c. The trade packages remaining that have not been bought out; 7.13.4 d. A complete line item breakdown of the calculations used to establish a lump sum amount based on the GMP Schedule of Values; 7.13.5 e. An accounting of all savings amounts that are to be returned to the Owner as part of the lump sum calculation; and 7.13.6 f. Any other Project information requested by the Owner. 7.14 Contractor The Construction Manager shall document the actual Cost of the Project Work at buyout as compared to the Guaranteed Maximum Price Proposal proposal and shall report this information to the Owner at least monthly and with ContractorConstruction Manager’s recommendation for selection of a bid/proposal for each subcontracting package. 7.15 Notwithstanding anything to the contrary herein, Contractor shall have no liability for delay or liquidated damages if the parties are unable to reach an agreement on the GMP.

GUARANTEED MAXIMUM PRICE PROPOSAL. 7.1 At When the conclusion Parties agree that the design of the Design Development phase the Contractor Project is sufficiently developed and documented to allow detailed pricing of its construction, Construction Manager shall prepare and submit a Guaranteed Maximum Price (“GMP”) Proposal to Owner based on the Design Development phase documents and review comments. The GMP shall be delivered to the Owner within three (3) weeks of the Design Development review meeting or a date established by the Owner. The GMP Proposal must be prepared in accordance with the guidelines established by Owner and delivered in the format specified by Owner in Exhibit “E” the attached to this Agreementexhibits. Owner, at its sole option and discretion, may specify different requirements for the GMP Proposal. Contractor Construction Manager shall not withdraw its Guaranteed Maximum Price Proposal for ninety (90) days following submission to the Owner. 7.2 In developing the GMP Proposal, Contractor the Construction Manager shall coordinate efforts with A/E the Project Architect to identify qualifications, clarifications, assumptions, exclusions, value engineering and any other factors relevant to establishment of a GMP. Contractor The Construction Manager shall review development of the GMP Proposal with the Owner on an ongoing basis to address clarifications of scope and pricing, distribution of contingencies, schedule, assumptions, exclusions, and other matters relevant to the establishment of a GMP. 7.3 The GMP Proposal must include a written description of how it was derived that specifically identifies the clarifications and assumptions made by Contractor the Construction Manager in the GMP and the monetary amounts attributable to them. The GMP Proposal shall include, without limitation, a breakdown of ContractorConstruction Manager’s estimated General Conditions Costs and estimated Cost Costs of the Work organized by trade and Masterformat 2004trade; contingency amounts; the Construction Phase Fee; and the proposed Contract Time, including dates for Notice to Proceed, Substantial Completion and Final Completion. Notwithstanding the breakdown of Contractor’s estimated costs, there are no line item guaranteed maximum amounts except for general conditions. 7.4 The Guaranteed Maximum Price Proposal shall allow for reasonably expected changes and refinements in the Drawings and Specifications through completion of the Construction Documents, except for material changes in scope. 7.5 The GMP Proposal shall may include a ContractorConstruction Manager’s Contingency amountamount as allowed under Cost of the Work. 7.6 Included with its GMP Proposal, Contractor Construction Manager shall provide three two complete, bound sets of the drawings, specifications, plans, sketches, instructions, requirements, materials, equipment specifications and other information or documents that fully describe the Project as developed at the time of the GMP Proposal and that are relevant to the establishment of the GMP. The bound supporting documents shall be referenced in and incorporated into the GMP Proposal. 7.7 The GMP Proposal and all supporting documents shall identify and describe all items, assumptions, costs, contingencies, schedules and other matters necessary and relevant for proper execution and completion of the Work and for establishment of the GMPGuaranteed Maximum Price. The GMP Proposal and the supporting documents are complementary and, in the event of an irreconcilable conflict between or among them, the interpretation that provides for the higher quality or quantity of material and/or workmanship shall prevail over all other interpretations. 7.8 In submitting the GMP Proposal, Contractor the Construction Manager represents that it will provide every item, system or element of performance Work that is identified, shown or specified in the GMP Proposal or the supporting documents, along with those all necessary or ancillary materials that are reasonably inferable and equipment for their complete operating installation, unless specifically accepted in writing excluded by the Owner. Upon Owner’s written acceptance of the GMP Proposal, Contractor the Construction Manager shall not be entitled to any increase in the GMP Guaranteed Maximum Price due to the continued refinement of the Construction Documents or the absence or addition of any detail or specification that may be required in order to complete the construction of the Project as described in and reasonably inferable from the GMP Proposal or the supporting documents used to establish the GMP. 7.9 The GMP Proposal shall adopt and incorporate all of the terms and conditions of this Agreement and all attachments to this Agreement. Any proposed deviation from the terms and conditions of this Agreement must be clearly and conspicuously identified to the Owner in writing and specifically accepted in writing by the Owner. In the event of a conflict between any term of the GMP Proposal that was not clearly and conspicuously identified and approved by the Owner and the terms of this Agreement and its attachments, the terms of the Agreement and its attachments shall control. 7.10 Owner may accept or reject the Guaranteed Maximum Price Proposal or attempt to negotiate its terms with ContractorConstruction Manager. Upon acceptance by the Owner of the GMP Proposal in writing, both parties shall execute the GMP Proposal which and the terms of the GMP Proposal, including the Guaranteed Maximum Price and the supporting documents, shall become part of this Agreementthe Contract between the Owner and the Construction Manager. If the Owner rejects the GMP Proposal or the parties are unable or unwilling to agree on a GMP, the Owner may terminate this Agreement. 7.11 Following Owner’s Owner acceptance of the GMP Proposal, Contractor Construction Manager shall continue to monitor the development of the Construction Documents so that, when complete, the Construction Documents adequately incorporate and resolve all qualifications, assumptions, clarifications, exclusions and value engineering issues identified in the GMP Proposal. During the Construction Documents stage, Contractor the Construction Manager and A/E the Project Architect shall jointly deliver a monthly written status report to the Owner describing the progress on the incorporation of all qualifications, assumptions, clarifications, exclusions, value engineering issues and all other matters relevant to the establishment of the GMP into the Construction Documents. 7.12 Contractor The Construction Manager shall be entitled to an equitable adjustment of the GMP if it is required to pay or bear the burden of any new federal, state, or local tax, or any rate increase of an existing tax, except taxes on income, adopted through statute, court decision, written ruling, or regulation taking effect after acceptance of the GMP Proposal. This equitable adjustment does not apply to tax increases borne solely by Subcontractors. 7.13 The parties Parties may agree to convert the GMP to a lump sum contract amount at any time after Contractor the Construction Manager has received bids or proposals from trade Contractors contractors or Subcontractors for the performance of all major elements of the ProjectWork. In proposing a lump sum amount, Contractor the Construction Manager shall consider the buyout savings, any unused contingency amounts and the trade package contracts that have not been finalized. In preparing a lump sum conversion proposal, the General Contractor must provide the following information: 7.13.1 a. The stage of completion of the Project; 7.13.2 b. The trade packages that have been completely bought out; 7.13.3 c. The trade packages remaining that have not been bought out; 7.13.4 d. A complete line line-item breakdown of the calculations used to establish a lump sum amount based on the GMP Schedule of Values; 7.13.5 e. An accounting of all savings amounts that are to be returned to the Owner as part of the lump sum calculation; and 7.13.6 f. Any other Project information requested by the Owner. 7.14 Contractor The Construction Manager shall document the actual Cost of the Project Work at buyout as compared to the Guaranteed Maximum Price Proposal proposal and shall report this information to the Owner at least monthly and with ContractorConstruction Manager’s recommendation for selection of a bid/proposal for each subcontracting package. 7.15 Notwithstanding anything to the contrary herein, Contractor shall have no liability for delay or liquidated damages if the parties are unable to reach an agreement on the GMP.

GUARANTEED MAXIMUM PRICE PROPOSAL. 7.1 At the conclusion of the Design Development phase phase, or other time as agreed upon, the Contractor shall prepare and submit a Guaranteed Maximum Price Proposal to Owner based on the Design Development phase documents and review comments. The GMP shall be delivered to the Owner within three (3) weeks of the Design Development review meeting or a date established by the Owner. The GMP Proposal must be prepared in accordance with the guidelines established by Owner and delivered in the format specified by Owner in Exhibit “E” attached to this Agreement. Owner, at its sole option and discretion, may specify different requirements for the GMP Proposal. Contractor shall not withdraw its Guaranteed Maximum Price Proposal for ninety (90) days following submission to Owner. 7.2 In developing the GMP Proposal, Contractor shall coordinate efforts with A/E to identify qualifications, clarifications, assumptions, exclusions, value engineering and any other factors relevant to establishment of a GMP. Contractor shall review development of the GMP Proposal with Owner on an ongoing basis to address clarifications of scope and pricing, distribution of contingencies, schedule, assumptions, exclusions, and other matters relevant to the establishment of a GMP. 7.3 The GMP Proposal must include a written description of how it was derived that specifically identifies the clarifications and assumptions made by Contractor in the GMP and the monetary amounts attributable to them. The GMP Proposal shall include, without limitation, a breakdown of Contractor’s estimated General Conditions Costs and estimated Cost of the Work organized by trade and Masterformat 2004; contingency amounts; the Construction Phase Fee; and the proposed Contract Time, including dates for Notice to Proceed, Substantial Completion and Final Completion. Notwithstanding the breakdown of Contractor’s estimated costs, there are no line item guaranteed maximum amounts except for general conditions. 7.4 The Guaranteed Maximum Price Proposal shall allow for reasonably expected changes and refinements in the Drawings and Specifications through completion of the Construction Documents, except for material changes in scope. 7.5 The GMP Proposal shall include a Contractor’s Contingency amount. 7.6 Included with its GMP Proposal, Contractor shall provide three complete, bound sets of the drawings, specifications, plans, sketches, instructions, requirements, materials, equipment specifications and other information or documents that fully describe the Project as developed at the time of the GMP Proposal and that are relevant to the establishment of the GMP. The bound supporting documents shall be referenced in and incorporated into the GMP Proposal. 7.7 The GMP Proposal and all supporting documents shall identify and describe all items, assumptions, costs, contingencies, schedules and other matters necessary and relevant for proper execution and completion of the Work and for establishment of the GMP. The GMP Proposal and the supporting documents are complementary and, in the event of an irreconcilable conflict between or among them, the interpretation that provides for the higher quality or quantity of material and/or workmanship shall prevail over all other interpretations. 7.8 In submitting the GMP Proposal, Contractor represents that it will provide every item, system or element of performance that is identified, shown or specified in the GMP Proposal or the supporting documents, along with those necessary or ancillary materials that are reasonably inferable and equipment for their complete operating installation, unless specifically accepted in writing by Owner. Upon Owner’s written acceptance of the GMP Proposal, Contractor shall not be entitled to any increase in the GMP due to the continued refinement of the Construction Documents or the absence or addition of any detail or specification that may be required in order to complete the construction of the Project as described in and reasonably inferable from the GMP Proposal or the supporting documents used to establish the GMP. 7.9 The GMP Proposal shall adopt and incorporate all of the terms and conditions of this Agreement and all attachments to this Agreement. Any proposed deviation from the terms and conditions of this Agreement must be clearly and conspicuously identified to Owner in writing and specifically accepted in writing by Owner. In the event of a conflict between any term of the GMP Proposal that was not clearly and conspicuously identified and approved by Owner and the terms of this Agreement and its attachments, the terms of the Agreement and its attachments shall control. 7.10 Owner may accept or reject the Guaranteed Maximum Price Proposal or attempt to negotiate its terms with Contractor. Upon acceptance by Owner of the GMP Proposal in writing, both parties shall execute the GMP Proposal which shall become part of this Agreement. If Owner rejects the GMP Proposal or the parties are unable or unwilling to agree on a GMP, Owner may terminate this Agreement. 7.11 Following Owner’s acceptance of the GMP Proposal, Contractor shall continue to monitor the development of the Construction Documents so that, when complete, the Construction Documents adequately incorporate and resolve all qualifications, assumptions, clarifications, exclusions and value engineering issues identified in the GMP Proposal. During the Construction Documents stage, Contractor and A/E shall jointly deliver a monthly written status report to Owner describing the progress on the incorporation of all qualifications, assumptions, clarifications, exclusions, value engineering issues and all other matters relevant to the establishment of the GMP into the Construction Documents. 7.12 Contractor shall be entitled to an equitable adjustment of the GMP if it is required to pay or bear the burden of any new federal, state, or local tax, or any rate increase of an existing tax, except taxes on income, adopted through statute, court decision, written ruling, or regulation taking effect after acceptance of the GMP Proposal. This equitable adjustment does not apply to tax increases borne solely by Subcontractors. 7.13 The parties may agree to convert the GMP to a lump sum contract amount at any time after Contractor has received bids or proposals from trade Contractors or Subcontractors for the performance of all major elements of the Project. In proposing a lump sum amount, Contractor shall consider the buyout savings, any unused contingency amounts and the trade package contracts that have not been finalized. In preparing a lump sum conversion proposal, Contractor must provide the following information: 7.13.1 The stage of completion of the Project; 7.13.2 The trade packages that have been completely bought out; 7.13.3 The trade packages remaining that have not been bought out; 7.13.4 A complete line item breakdown of the calculations used to establish a lump sum amount based on the GMP Schedule of Values; 7.13.5 An accounting of all savings amounts that are to be returned to Owner as part of the lump sum calculation; and 7.13.6 Any other Project information requested by Owner. 7.14 Contractor shall document the actual Cost of the Project at buyout as compared to the Guaranteed Maximum Price Proposal and shall report this information to Owner monthly and with Contractor’s recommendation for selection of a bid/proposal for each subcontracting package. 7.15 Notwithstanding anything to the contrary herein, Contractor shall have no liability for delay or liquidated damages if the parties are unable to reach an agreement on the GMP.

GUARANTEED MAXIMUM PRICE PROPOSAL. 7.1 At When the conclusion Parties agree that the design of the Design Development phase the Contractor Project is sufficiently developed and documented to allow detailed pricing of its construction, Design-Build Firm shall prepare and submit a Guaranteed Maximum Price (“GMP”) Proposal to Owner based on the Design Development phase documents and review comments. The GMP shall be delivered to the Owner within three (3) weeks of the Design Development review meeting or a date established by the Owner. The GMP Proposal must be prepared in accordance with the guidelines established by Owner and delivered in the format specified by Owner in Exhibit “E” the attached to this Agreementexhibits. Owner, at its sole option and discretion, may specify different requirements for the GMP Proposal. Contractor Design-Build Firm shall not withdraw its Guaranteed Maximum Price Proposal for ninety calendar (90) days following submission to the Owner. 7.2 In developing the GMP Proposal, Contractor shall coordinate efforts with A/E to identify qualifications, clarifications, assumptions, exclusions, value engineering and any other factors relevant to establishment of a GMP. Contractor The Design-Build Firm shall review development of the GMP Proposal with the Owner on an ongoing basis to address clarifications of scope and pricing, distribution of contingencies, schedule, assumptions, exclusions, and other matters relevant to the establishment of a GMP. 7.3 . The GMP Proposal must include a written description of how it was derived that specifically identifies the clarifications and assumptions made by Contractor the Design-Build Firm in the GMP and the monetary amounts attributable to them. The GMP Proposal shall include, without limitation, a breakdown of ContractorDesign-Build Firm’s estimated General Conditions Costs and estimated Cost Costs of the Work organized by trade and Masterformat 2004trade; contingency amounts; the Construction Phase Fee; and the proposed Contract Time, including dates for Notice to Proceed, Substantial Completion and Final Completion. Notwithstanding the breakdown of Contractor’s estimated costs, there are no line item guaranteed maximum amounts except for general conditions. 7.4 The Guaranteed Maximum Price Proposal shall allow for reasonably expected all changes and refinements in the Drawings and Specifications through completion of the Construction Documents, except for material changes in scope. 7.5 . The GMP Proposal shall may include a ContractorDesign-Build Firm’s Contingency amount. 7.6 amount as allowed under Direct Construction Cost. Included with its GMP Proposal, Contractor Design-Build Firm shall provide three two complete, bound sets of the drawings, specifications, plans, sketches, instructions, requirements, materials, equipment specifications and other information or documents that fully describe the Project as developed at the time of the GMP Proposal and that are relevant to the establishment of the GMP. The bound supporting documents shall be referenced in and incorporated into the GMP Proposal. 7.7 . The GMP Proposal and all supporting documents shall identify and describe all items, assumptions, costs, contingencies, schedules and other matters necessary and relevant for proper execution and completion of the Work and for establishment of the GMPGuaranteed Maximum Price. The GMP Proposal and the supporting documents are complementary and, in the event of an irreconcilable conflict between or among them, the interpretation that provides for the higher quality or quantity of material and/or workmanship shall prevail over all other interpretations. 7.8 . In submitting the GMP Proposal, Contractor the Design-Build Firm represents that it will provide every item, system or element of performance Work that is identified, shown or specified in the GMP Proposal or the supporting documents, along with those all necessary or ancillary materials that are reasonably inferable and equipment for their complete operating installation, unless specifically accepted excluded in writing by the Owner. Upon Owner’s written acceptance of the GMP Proposal, Contractor the Design-Build Firm shall not be entitled to any increase in the GMP Guaranteed Maximum Price due to the continued refinement of the Construction Documents or the absence or addition of any detail or specification that may be required in order to complete the construction of the Project as described in and reasonably inferable from the GMP Proposal or the supporting documents used to establish the GMP. 7.9 . Any costs that exceed the GMP shall be borne solely by the Design-Build Firm without reimbursement by the Owner. Design-Build Firm is responsible for all design, including incidental designing/detailing as required by the Specifications for shop drawing purposes, except for design provided by Owner’s independent Design Consultants, if any. Prior to commencement of the Construction Phase Services and concurrently with submission of the Guaranteed Maximum Price Proposal, the Design-Build Firm shall submit for the Owner’s acceptance a schedule for the performance of Construction Phase Services as specified. The Construction Phase Schedule shall include at least 10 workdays or other reasonable periods of time as agreed to by the Owner for the Owner’s review and acceptance of design drawings and submissions and for approval of authorities having jurisdiction over the Project. Upon acceptance of a Guaranteed Maximum Sum Proposal by the Owner, the Construction Phase Schedule shall not be modified except for good cause as approved by the Owner at the Owner’s sole option and discretion. The GMP Proposal shall adopt and incorporate all of the terms and conditions of this Agreement and all attachments to this Agreement. Any proposed deviation from the terms and conditions of this Agreement must be clearly and conspicuously identified to the Owner in writing and specifically accepted in writing by the Owner. In the event of a conflict between any term of the GMP Proposal that was not clearly and conspicuously identified and approved by the Owner and the terms of this Agreement and its attachments, the terms of the Agreement and its attachments shall control. 7.10 . Owner may accept or reject the Guaranteed Maximum Price Proposal or attempt to negotiate its terms with ContractorDesign-Build Firm. Upon acceptance by the Owner of the GMP Proposal in writing, both parties shall execute the GMP Proposal which and the terms of the GMP Proposal, including the Guaranteed Maximum Price and the supporting documents, shall become part of this Agreementthe Contract between the Owner and the Design-Build Firm. If the Owner rejects the GMP Proposal or the parties are unable or unwilling to agree on a GMP, the Owner may terminate this Agreement. 7.11 . Following Owner’s Owner acceptance of the GMP Proposal, Contractor Design-Build Firm shall continue to monitor the development of the Construction Documents so that, when complete, the Construction Documents adequately incorporate and resolve all qualifications, assumptions, clarifications, exclusions and value engineering issues identified in the GMP Proposal. During the Construction Documents stage, Contractor the Design-Build Firm and A/E the Project Architect shall jointly deliver a monthly written status report to the Owner describing the progress on the incorporation of all qualifications, assumptions, clarifications, exclusions, value engineering issues and all other matters relevant to the establishment of the GMP into the Construction Documents. 7.12 Contractor . The Design-Build Firm shall be entitled to an equitable adjustment of the GMP if it is required to pay or bear the burden of any new federal, state, or local tax, or any rate increase of an existing tax, except taxes on income, adopted through statute, court decision, written ruling, or regulation taking effect after acceptance of the GMP Proposal. This equitable adjustment does not apply to tax increases borne solely by Subcontractors. 7.13 . The parties Parties may agree to convert the GMP to a lump sum contract amount at any time after Contractor the Design-Build Firm has received bids or proposals from trade Contractors contractors or Subcontractors for the performance of all major elements of the ProjectWork. In proposing a lump sum amount, Contractor the Design-Build Firm shall consider the buyout savings, any unused contingency amounts and the trade package contracts that have not been finalized. In preparing a lump sum conversion proposal, the General Contractor must provide the following information: 7.13.1 : The stage of completion of the Project; 7.13.2 ; The trade packages that have been completely bought out; 7.13.3 ; The trade packages remaining that have not been bought out; 7.13.4 ; A complete line item breakdown of the calculations used to establish a lump sum amount based on the GMP Schedule of Values; 7.13.5 ; An accounting of all savings amounts that are to be returned to the Owner as part of the lump sum calculation; and 7.13.6 and Any other Project information requested by the Owner. 7.14 Contractor . The Design-Build Firm shall document the actual Cost of the Project Work at buyout as compared to the Guaranteed Maximum Price Proposal proposal and shall report this information to the Owner monthly and with ContractorDesign-Build Firm’s recommendation for selection of a bid/proposal for each subcontracting package. 7.15 Notwithstanding anything to the contrary herein, Contractor shall have no liability for delay or liquidated damages if the parties are unable to reach an agreement on the GMP.

GUARANTEED MAXIMUM PRICE PROPOSAL. 7.1 At the conclusion 45 DAYS 6.1 Completion of This Phase of the Design Development phase the Contractor shall prepare and submit a Guaranteed Maximum Price Proposal to Owner based on the Design Development phase documents and review comments. The GMP shall be delivered to the Owner within three (3) weeks of the Design Development review meeting or a date established by the Owner. The GMP Proposal must be prepared in accordance with the guidelines established by Owner and delivered in the format specified by Owner in Exhibit “E” attached to this Agreement. Owner, at its sole option and discretion, may specify different requirements for the GMP Proposal. Contractor shall not withdraw its Guaranteed Maximum Price Proposal for ninety (90) days following submission to Owner. 7.2 In developing the GMP Proposal, Contractor shall coordinate efforts with A/E to identify qualifications, clarifications, assumptions, exclusions, value engineering and any other factors relevant to establishment of a GMP. Contractor shall review development of the GMP Proposal with Owner on an ongoing basis to address clarifications of scope and pricing, distribution of contingencies, schedule, assumptions, exclusions, and other matters relevant to the establishment of a GMP. 7.3 The GMP Proposal must include a written description of how it was derived that specifically identifies the clarifications and assumptions made by Contractor in the GMP and the monetary amounts attributable to them. The GMP Proposal shall include, without limitation, a breakdown of ContractorDesign Builder’s estimated General Conditions Costs and estimated Cost of the Work organized by trade and Masterformat 2004; contingency amounts; the Construction services under this Phase Fee; and the proposed Contract Time, including dates for Notice to Proceed, Substantial Completion and Final Completion. Notwithstanding the breakdown of Contractor’s estimated costs, there are no line item guaranteed maximum amounts except for general conditions. 7.4 The Guaranteed Maximum Price Proposal shall allow for reasonably expected changes and refinements in the Drawings and Specifications through completion of the Construction Documents, except for material changes in scope. 7.5 The GMP Proposal shall include a Contractor’s Contingency amount. 7.6 Included with its GMP Proposal, Contractor shall provide three complete, bound sets of the drawings, specifications, plans, sketches, instructions, requirements, materials, equipment specifications and other information or documents that fully describe the Project as developed at the time of the GMP Proposal and that are relevant to the establishment of the GMP. The bound supporting documents shall be referenced in and incorporated into the GMP Proposal. 7.7 The GMP Proposal and all supporting documents shall identify and describe all items, assumptions, costs, contingencies, schedules and other matters necessary and relevant for proper execution and completion of the Work and for establishment of the GMP. The GMP Proposal and the supporting documents are complementary and, in the event of an irreconcilable conflict between or among them, the interpretation that provides for the higher quality or quantity of material and/or workmanship shall prevail over all other interpretations. 7.8 In submitting the GMP Proposal, Contractor represents that it will provide every item, system or element of performance that is identified, shown or specified in the GMP Proposal or the supporting documents, along with those necessary or ancillary materials that are reasonably inferable and equipment for their complete operating installation, unless specifically accepted in writing by Owner. Upon Owner’s written acceptance of the GMP Proposal, Contractor shall not be entitled to any increase in the GMP due to the continued refinement of the Construction Documents or the absence or addition of any detail or specification that may be required in order to complete the construction of the Project as described in and reasonably inferable from the GMP Proposal or the supporting documents used to establish the GMP. 7.9 The GMP Proposal shall adopt and incorporate all of the terms and conditions of this Agreement and all attachments to this Agreement. Any proposed deviation from the terms and conditions of this Agreement must be clearly and conspicuously identified to Owner in writing and specifically accepted in writing by Owner. In the event of a conflict between any term of the GMP Proposal that was not clearly and conspicuously identified and approved by Owner and the terms of this Agreement and its attachments, the terms 1 of the Agreement and its attachments shall control. 7.10 Owner may accept or reject the Guaranteed Maximum Price Proposal or attempt to negotiate its terms with Contractor. Upon acceptance by Owner of the GMP Proposal in writing, both parties shall execute the GMP Proposal which shall become part of this Agreement. If Owner rejects the GMP Proposal or the parties are unable or unwilling to agree on a GMP, Owner may terminate this Agreement. 7.11 Following Owner’s acceptance of the GMP Proposal, Contractor shall continue to monitor the development of the Construction Documents so that, when complete, the Construction Documents adequately incorporate and resolve all qualifications, assumptions, clarifications, exclusions and value engineering issues identified in the GMP Proposal. During the Construction Documents stage, Contractor and A/E shall jointly deliver a monthly written status report to Owner describing the progress on the incorporation of all qualifications, assumptions, clarifications, exclusions, value engineering issues and all other matters relevant to the establishment of the GMP into the Construction Documents. 7.12 Contractor shall be entitled deemed completed upon meeting with Owner to an equitable adjustment of the GMP if it is required to pay or bear the burden of any new federal, state, or local tax, or any rate increase of an existing tax, except taxes on income, adopted through statute, court decision, written ruling, or regulation taking effect after acceptance of the GMP Proposal. This equitable adjustment does not apply to tax increases borne solely by Subcontractors. 7.13 The parties may agree to convert the GMP to a lump sum contract amount at any time after Contractor has received bids or proposals from trade Contractors or Subcontractors for the performance of all major elements of the Project. In proposing a lump sum amount, Contractor shall consider the buyout savings, any unused contingency amounts and the trade package contracts that have not been finalized. In preparing a lump sum conversion proposal, Contractor must provide the following information: 7.13.1 The stage of completion of the Project; 7.13.2 The trade packages that have been completely bought out; 7.13.3 The trade packages remaining that have not been bought out; 7.13.4 A complete line item breakdown of the calculations used to establish a lump sum amount based on the GMP Schedule of Values; 7.13.5 An accounting of all savings amounts that are to be returned to Owner as part of the lump sum calculation; and 7.13.6 Any other Project information requested by Owner. 7.14 Contractor shall document the actual Cost of the Project at buyout as compared to discuss the Guaranteed Maximum Price Proposal and making those revisions to the Proposal, if any, Design Builder finds acceptable. After Owner’s review and approval of the 60% Construction Documents and upon the Parties’ ability to reach agreement as to the Proposal evidenced by the Parties’ execution of the Guaranteed Maximum Price Amendment, and Owner’s written authorization to proceed, Design Builder shall report this information provide the following: 1. COMPLETION OF DESIGN DOCUMENTS - 100% 1.1. Design-Builder shall prepare Construction Documents up to a 100% completion level based on the final 60% Construction Documents approved by the Owner monthly in Section 6 hereof. Construction Documents shall include calculations and shall set forth each discipline’s requirements in detail and into a cohesive and coordinated whole based upon the approved 60% Construction Documents, the Design Criteria Package and consultation with Contractor’s recommendation for selection the Owner. The parties shall meet to discuss the 100% complete Construction Documents and agree upon what revisions, if any, should be made. Design Builder shall perform such agreed-upon revisions. Design Builder shall meet with Owner during completion of a bid/proposal for each subcontracting packagethe Construction Documents as often as required until 100% complete Construction Documents have been approved by the Owner. The 100% complete Construction Documents will include 100% complete specifications in CSI format. 7.15 Notwithstanding anything 1.2 Design Builder shall prepare Development Documents up to Phase IV (100%/Final) completion as defined in the contrary hereinFDOT 2018-2019 Design Manual (former Plan Preparation Manual, Contractor Volume 2, Chapter 2) as applicable. Plans will also be consistent with the Design Criteria Package and Pinellas County Standard Specifications. Any deviation from the FDOT 2018-2019 Design Manual must be approved by the Project Manager 1.3 At the completion of the 100% Construction Documents, Design Builder will provide a certification of the structural standards to which the facility has been designed. 1.4 Design Builder shall have no liability for delay or liquidated damages furnish documents in type, format, version and quantities indicated in the Design Criteria Package. Design Builder shall provide Owner with reproducible copies of all design documents, including electronic copies if so required by the parties are unable to reach an agreement on the GMPOwner.

GUARANTEED MAXIMUM PRICE PROPOSAL. 7.1 At Prior to construction commencement, the conclusion of Construction Manager shall submit the Design Development phase the Contractor shall prepare and submit a Guaranteed Maximum Price Proposal to Owner based on the Design Development phase documents and review commentsfinal GMP for Owner’s approval. The GMP shall be delivered to the Owner within three (3) weeks include a detailed summary of the Design Development review meeting or a date established costs, arranged by the OwnerCSI category, line items for project supervision, contingency, allowances, insurance and all fees. The GMP Proposal must be prepared in accordance with the guidelines established by Owner and delivered in the format specified by Owner in Exhibit “E” the attached to this Agreementexhibits. Owner, at its sole option and discretion, may specify different requirements for the GMP Proposal. Contractor Construction Manager shall not withdraw its Guaranteed Maximum Price Proposal for ninety (90) days following submission to the Owner. 7.2 . In developing the GMP Proposal, Contractor the Construction Manager shall coordinate efforts with A/E the Project Architect to identify qualifications, clarifications, assumptions, exclusions, value engineering engineering, constructability savings and any other factors relevant to establishment of a GMP. Contractor The Construction Manager shall review development of the GMP Proposal with the Owner on an ongoing basis to address clarifications of scope and pricing, distribution of contingencies, schedule, assumptions, exclusions, and other matters relevant to the establishment of a GMP. 7.3 . The GMP Proposal must include a written description of how it was derived that specifically identifies the clarifications and assumptions made by Contractor the Construction Manager in the GMP and the monetary amounts attributable to them. The GMP Proposal shall include, without limitation, a breakdown of ContractorConstruction Manager’s estimated General Conditions Costs and estimated Cost Costs of the Work organized by trade and Masterformat 2004trade; contingency amounts; the Construction Phase Fee; and the proposed Contract Time, including dates for Notice to ProceedProceed with Construction, Substantial Completion and Final Completion. Notwithstanding the breakdown of Contractor’s estimated costs, there are no line item guaranteed maximum amounts except for general conditions. 7.4 The Guaranteed Maximum Price Proposal shall allow for reasonably expected changes and refinements in the Drawings and Specifications through completion of the Construction Documents, except for material changes in scope. 7.5 . The GMP Proposal shall may include a ContractorConstruction Manager’s Contingency amount. 7.6 amount as allowed under Cost of the Work. Included with its GMP Proposal, Contractor Construction Manager shall provide three complete, bound sets a listing of the drawings, specifications, plans, sketches, instructions, requirements, materials, equipment specifications and other information or documents that fully describe the Project as developed at the time of used to prepare the GMP Proposal as well as any qualifications, assumptions, clarifications, exclusions, constructability savings and that are relevant value engineering issues used to the establishment of prepare the GMP. The bound supporting documents shall be referenced in and incorporated into the GMP Proposal. 7.7 The GMP Proposal and all supporting documents shall identify and describe all items, assumptions, costs, contingencies, schedules and other matters necessary and relevant for proper execution and completion of the Work and for establishment of the GMPGuaranteed Maximum Price. The GMP Proposal and the supporting documents are complementary and, in the event of an irreconcilable conflict between or among them, the interpretation that provides for the higher quality or quantity of material and/or workmanship shall prevail over all other interpretations. 7.8 . In submitting the GMP Proposal, Contractor the Construction Manager represents that it will provide every item, system or element of performance Work that is identified, shown or specified in the GMP Proposal or the supporting documents, along with those all necessary or ancillary materials that are reasonably inferable and equipment for their complete operating installation, unless specifically accepted in writing excepted by the Owner. Upon Owner’s written acceptance of the GMP Proposal, Contractor shall not be entitled to any increase in the GMP due to the continued refinement of the Construction Documents or that result in a cost increase to the absence or addition of any detail or specification that may GMP shall be required in order to complete the construction of the Project as described in and reasonably inferable adjusted by Change Order from the GMP Proposal or the supporting documents used to establish the GMP. 7.9 Construction Manager’s Contingency. The GMP Proposal shall adopt and incorporate all of the terms and conditions of this Agreement and all attachments to this Agreement. Any proposed deviation from the terms and conditions of this Agreement must be clearly and conspicuously identified to the Owner in writing and specifically accepted in writing by the Owner. In the event of a conflict between any term of the GMP Proposal that was not clearly and conspicuously identified and approved by the Owner and the terms of this Agreement and its attachments, the terms of the Agreement and its attachments shall control. 7.10 . Owner may accept or reject the Guaranteed Maximum Price Proposal or attempt to negotiate its terms with ContractorConstruction Manager. Upon acceptance by the Owner of the GMP Proposal in writing, both parties shall execute the GMP Proposal which and the terms of the GMP Proposal, including the Guaranteed Maximum Price and the supporting documents, shall become part of this Agreementthe Agreement between the Owner and the Construction Manager. If the Owner rejects the GMP Proposal or the parties are unable or unwilling to agree on a GMP, the Owner may terminate this Agreement. 7.11 . Following Owner’s Owner acceptance of the GMP Proposal, Contractor Construction Manager shall continue to monitor the development of the Construction Documents so that, when complete, the Construction Documents adequately incorporate and resolve all qualifications, assumptions, clarifications, exclusions exclusions, constructability savings and value engineering issues identified in the GMP Proposal. During the Construction Documents stage, Contractor the Construction Manager and A/E the Project Architect shall jointly deliver a monthly written status report to the Owner describing the progress on the incorporation of all qualifications, assumptions, clarifications, exclusions, value engineering issues and all other matters relevant to the establishment of the GMP into the Construction Documents. 7.12 Contractor shall be entitled to an equitable adjustment of the GMP if it is required to pay or bear the burden of any new federal, state, or local tax, or any rate increase of an existing tax, except taxes on income, adopted through statute, court decision, written ruling, or regulation taking effect after acceptance of the GMP Proposal. This equitable adjustment does not apply to tax increases borne solely by Subcontractors. 7.13 The parties may agree to convert the GMP to a lump sum contract amount at any time after Contractor has received bids or proposals from trade Contractors or Subcontractors for the performance of all major elements of the Project. In proposing a lump sum amount, Contractor shall consider the buyout savings, any unused contingency amounts and the trade package contracts that have not been finalized. In preparing a lump sum conversion proposal, Contractor must provide the following information: 7.13.1 The stage of completion of the Project; 7.13.2 The trade packages that have been completely bought out; 7.13.3 The trade packages remaining that have not been bought out; 7.13.4 A complete line item breakdown of the calculations used to establish a lump sum amount based on the GMP Schedule of Values; 7.13.5 An accounting of all savings amounts that are to be returned to Owner as part of the lump sum calculation; and 7.13.6 Any other Project information requested by Owner. 7.14 Contractor Construction Manager shall document the actual Cost of the Project Work at buyout as compared to the Guaranteed Maximum Price Proposal proposal and shall report this information to the Owner monthly and with ContractorConstruction Manager’s recommendation for selection of a bid/proposal for each subcontracting package. 7.15 Notwithstanding anything to the contrary herein, Contractor shall have no liability for delay or liquidated damages if the parties are unable to reach an agreement on the GMP.

GUARANTEED MAXIMUM PRICE PROPOSAL. 7.1 At When the conclusion Parties agree that the design of the Design Development phase the Contractor Project is sufficiently developed and documented to allow detailed pricing of its construction, Construction Manager shall prepare and submit a Guaranteed Maximum Price (“GMP”) Proposal to Owner based on the Design Development phase documents and review comments. The GMP shall be delivered to the Owner within three (3) weeks of the Design Development review meeting or a date established by the Owner. The GMP Proposal must be prepared in accordance with the guidelines established by Owner and delivered in the format specified by Owner in Exhibit “E” the attached to this Agreementexhibits. Owner, at its sole option and discretion, may specify different requirements for the GMP Proposal. Contractor Construction Manager shall not withdraw its Guaranteed Maximum Price Proposal for ninety (90) days following submission to the Owner. 7.2 In developing the GMP Proposal, Contractor the Construction Manager shall coordinate efforts with A/E the Project Architect to identify qualifications, clarifications, assumptions, exclusions, value engineering and any other factors relevant to establishment of a GMP. Contractor The Construction Manager shall review development of the GMP Proposal with the Owner on an ongoing basis to address clarifications of scope and pricing, distribution of contingencies, schedule, assumptions, exclusions, and other matters relevant to the establishment of a GMP. 7.3 The GMP Proposal must include a written description of how it was derived that specifically identifies the clarifications and assumptions made by Contractor the Construction Manager in the GMP and the monetary amounts attributable to them. The GMP Proposal shall include, without limitation, a breakdown of ContractorConstruction Manager’s estimated General Conditions Costs and estimated Cost Costs of the Work organized by trade and Masterformat 2004trade; contingency amounts; the Construction Phase Fee; and the proposed Contract Time, including dates for Notice to Proceed, Substantial Completion and Final Completion. Notwithstanding the breakdown of Contractor’s estimated costs, there are no line item guaranteed maximum amounts except for general conditions. 7.4 The Guaranteed Maximum Price Proposal shall allow for reasonably expected changes and refinements in the Drawings and Specifications through completion of the Construction Documents, except for material changes in scope. 7.5 The GMP Proposal shall may include a ContractorConstruction Manager’s Contingency amountamount as allowed under Cost of the Work. 7.6 Included with its GMP Proposal, Contractor Construction Manager shall provide three two complete, bound sets of the drawings, specifications, plans, sketches, instructions, requirements, materials, equipment specifications and other information or documents that fully describe the Project as developed at the time of the GMP Proposal and that are relevant to the establishment of the GMP. The bound supporting documents shall be referenced in and incorporated into the GMP Proposal. 7.7 The GMP Proposal and all supporting documents shall identify and describe all items, assumptions, costs, contingencies, schedules and other matters necessary and relevant for proper execution and completion of the Work and for establishment of the GMPGuaranteed Maximum Price. The GMP Proposal and the supporting documents are complementary and, in the event of an irreconcilable conflict between or among them, the interpretation that provides for the higher quality or quantity of material and/or workmanship shall prevail over all other interpretations. 7.8 In submitting the GMP Proposal, Contractor the Construction Manager represents that it will provide every item, system or element of performance Work that is identified, shown or specified in the GMP Proposal or the supporting documents, along with those all necessary or ancillary materials that are reasonably inferable and equipment for their complete operating installation, unless specifically accepted in writing excepted by the Owner. Upon Owner’s written acceptance of the GMP Proposal, Contractor the Construction Manager shall not be entitled to any increase in the GMP Guaranteed Maximum Price due to the continued refinement of the Construction Documents or the absence or addition of any detail or specification that may be required in order to complete the construction of the Project as described in and reasonably inferable from the GMP Proposal or the supporting documents used to establish the GMP. 7.9 The GMP Proposal shall adopt and incorporate all of the terms and conditions of this Agreement and all attachments to this Agreement. Any proposed deviation from the terms and conditions of this Agreement must be clearly and conspicuously identified to the Owner in writing and specifically accepted in writing by the Owner. In the event of a conflict between any term of the GMP Proposal that was not clearly and conspicuously identified and approved by the Owner and the terms of this Agreement and its attachments, the terms of the Agreement and its attachments shall control. 7.10 Owner may accept or reject the Guaranteed Maximum Price Proposal or attempt to negotiate its terms with ContractorConstruction Manager. Upon acceptance by the Owner of the GMP Proposal in writing, both parties shall execute the GMP Proposal which and the terms of the GMP Proposal, including the Guaranteed Maximum Price and the supporting documents, shall become part of this Agreementthe Contract between the Owner and the Construction Manager. If the Owner rejects the GMP Proposal or the parties are unable or unwilling to agree on a GMP, the Owner may terminate this Agreement. 7.11 Following Owner’s Owner acceptance of the GMP Proposal, Contractor Construction Manager shall continue to monitor the development of the Construction Documents so that, when complete, the Construction Documents adequately incorporate and resolve all qualifications, assumptions, clarifications, exclusions and value engineering issues identified in the GMP Proposal. During the Construction Documents stage, Contractor the Construction Manager and A/E the Project Architect shall jointly deliver a monthly written status report to the Owner describing the progress on the incorporation of all qualifications, assumptions, clarifications, exclusions, value engineering issues and all other matters relevant to the establishment of the GMP into the Construction Documents. 7.12 Contractor The Construction Manager shall be entitled to an equitable adjustment of the GMP if it is required to pay or bear the burden of any new federal, state, or local tax, or any rate increase of an existing tax, except taxes on income, adopted through statute, court decision, written ruling, or regulation taking effect after acceptance of the GMP Proposal. This equitable adjustment does not apply to tax increases borne solely by Subcontractors. 7.13 The parties Parties may agree to convert the GMP to a lump sum contract amount at any time after Contractor the Construction Manager has received bids or proposals from trade Contractors contractors or Subcontractors for the performance of all major elements of the ProjectWork. In proposing a lump sum amount, Contractor the Construction Manager shall consider the buyout savings, any unused contingency amounts and the trade package contracts that have not been finalized. In preparing a lump sum conversion proposal, the General Contractor must provide the following information: 7.13.1 a. The stage of completion of the Project; 7.13.2 b. The trade packages that have been completely bought out; 7.13.3 c. The trade packages remaining that have not been bought out; 7.13.4 d. A complete line item breakdown of the calculations used to establish a lump sum amount based on the GMP Schedule of Values; 7.13.5 e. An accounting of all savings amounts that are to be returned to the Owner as part of the lump sum calculation; and 7.13.6 f. Any other Project information requested by the Owner. 7.14 Contractor The Construction Manager shall document the actual Cost of the Project Work at buyout as compared to the Guaranteed Maximum Price Proposal proposal and shall report this information to the Owner at least monthly and with ContractorConstruction Manager’s recommendation for selection of a bid/proposal for each subcontracting package. 7.15 Notwithstanding anything to the contrary herein, Contractor shall have no liability for delay or liquidated damages if the parties are unable to reach an agreement on the GMP.

GUARANTEED MAXIMUM PRICE PROPOSAL. 7.1 At the conclusion of the Design Development phase phase, or other time as agreed upon, the Contractor shall prepare and submit a Guaranteed Maximum Price Proposal to Owner based on the Design Development phase documents and review comments. The GMP Proposal shall be delivered to the Owner within three (3) weeks of the Design Development review meeting or a date established by the Owner. The GMP Proposal must be prepared in accordance with the guidelines established by Owner and delivered in the format specified by Owner in Exhibit “E” attached to this Agreement. Owner, at its sole option and discretion, may specify different requirements for the GMP Proposal. Contractor shall not withdraw its Guaranteed Maximum Price Proposal for ninety (90) days following submission to Owner. 7.2 In developing the GMP Proposal, Contractor shall coordinate efforts with A/E to identify qualifications, clarifications, assumptions, exclusions, value engineering and any other factors relevant to establishment of a GMP. Contractor shall review development of the GMP Proposal with Owner on an ongoing basis to address clarifications of scope and pricing, distribution of contingencies, schedule, assumptions, exclusions, and other matters relevant to the establishment of a GMP. 7.3 The GMP Proposal must include a written description of how it was derived that specifically identifies the clarifications and assumptions made by Contractor in the GMP and the monetary amounts attributable to them. The GMP Proposal shall include, without limitation, a breakdown of Contractor’s estimated General Conditions Costs and estimated Cost of the Work organized by trade and Masterformat MasterFormat 2004; contingency amounts; the Construction Phase Fee; and the proposed Contract Time, including dates for Notice to Proceed, Substantial Completion and Final Completion. Notwithstanding the breakdown of Contractor’s estimated costs, there are no line item guaranteed maximum amounts except for general conditions. 7.4 The Guaranteed Maximum Price Proposal shall allow for reasonably expected changes and refinements in the Drawings and Specifications through completion of the Construction Documents, except for material changes in scope. 7.5 The GMP Proposal shall include a Contractor’s Contingency amount. 7.6 Included with its GMP Proposal, Contractor shall provide three complete, bound sets of the drawings, specifications, plans, sketches, instructions, requirements, materials, equipment specifications and other information or documents that fully describe the Project as developed at the time of the GMP Proposal and that are relevant to the establishment of the GMP. The bound supporting documents shall be referenced in and incorporated into the GMP Proposal. 7.7 The GMP Proposal and all supporting documents shall identify and describe all items, assumptions, costs, contingencies, schedules and other matters necessary and relevant for proper execution and completion of the Work and for establishment of the GMP. The GMP Proposal and the supporting documents are complementary and, in the event of an irreconcilable conflict between or among them, the interpretation that provides for the higher quality or quantity of material and/or workmanship shall prevail over all other interpretations. 7.8 In submitting the GMP Proposal, Contractor represents that it will provide every item, system or element of performance that is identified, shown or specified in the GMP Proposal or the supporting documents, along with those all necessary or ancillary materials that are reasonably inferable and equipment for their complete operating installation, unless specifically accepted in writing excepted by Owner. Upon Owner’s written acceptance of the GMP Proposal, Contractor shall not be entitled to any increase in the GMP due to the continued refinement of the Construction Documents or the absence or addition of any detail or specification that may be required in order to complete the construction of the Project as described in and reasonably inferable from the GMP Proposal or the supporting documents used to establish the GMP. Any costs that exceed the GMP shall be borne solely by the Design/Build Contractor without reimbursement by the Owner. Design/Build Contractor is responsible for all design, including incidental designing/detailing as required by the Specifications for shop drawing purposes, except for design provided by Owner’s independent Design Consultants, if any. 7.9 Prior to commencement of the Construction Phase Services and concurrently with submission of the Guaranteed Maximum Sum Proposal, the Design/Build Contractor shall submit for the Owner’s acceptance a schedule for the performance of Construction Phase Services as specified. The Construction Phase Schedule shall include reasonable periods of time for the Owner’s review and acceptance of design drawings and submissions and for approval of authorities having jurisdiction over the Project. Upon acceptance of a Guaranteed Maximum Sum Proposal by the Owner, the Construction Phase Schedule shall not be modified except for good cause as approved by the Owner at the Owner’s sole option and discretion. 7.10 The GMP Proposal shall adopt and incorporate all of the terms and conditions of this Agreement and all attachments to this Agreement. Any proposed deviation from the terms and conditions of this Agreement must be clearly and conspicuously identified to Owner in writing and specifically accepted in writing by Owner. In the event of a conflict between any term of the GMP Proposal that was not clearly and conspicuously identified and approved by Owner and the terms of this Agreement and its attachments, the terms of the this Agreement and its attachments shall control. 7.10 7.11 Owner may accept or reject the Guaranteed Maximum Price Proposal or attempt to negotiate its terms with Contractor. Upon acceptance by Owner of the GMP Proposal in writing, both parties shall execute the GMP Proposal which shall become part of this Agreement. If Owner rejects the GMP Proposal or the parties are unable or unwilling to agree on a GMP, Owner may terminate this Agreement. 7.11 7.12 Following Owner’s acceptance of the GMP Proposal, Contractor shall continue to monitor the development of the Construction Documents so that, when complete, the Construction Documents adequately incorporate and resolve all qualifications, assumptions, clarifications, exclusions and value engineering issues identified in the GMP Proposal. During the Construction Documents stage, Contractor and A/E shall jointly deliver a monthly written status report to Owner describing the progress on the incorporation of all qualifications, assumptions, clarifications, exclusions, value engineering issues and all other matters relevant to the establishment of the GMP into the Construction Documents. 7.12 7.13 Contractor shall be entitled to an equitable adjustment of the GMP if it is required to pay or bear the burden of any new federal, state, or local tax, or any rate increase of an existing tax, except taxes on income, adopted through statute, court decision, written ruling, or regulation taking effect after acceptance of the GMP Proposal. This equitable adjustment does not apply to tax increases borne solely by Subcontractors. 7.13 7.14 The parties may agree to convert the GMP to a lump sum contract amount at any time after Contractor has received bids or proposals from trade Contractors contractors or Subcontractors for the performance of all major elements of the Project. In proposing a lump sum amount, Contractor shall consider the buyout savings, any unused contingency amounts and the trade package contracts that have not been finalized. In preparing a lump sum conversion proposal, Contractor must provide the following information: 7.13.1 7.14.1 The stage of completion of the Project; 7.13.2 7.14.2 The trade packages that have been completely bought out; 7.13.3 7.14.3 The trade packages remaining that have not been bought out; 7.13.4 7.14.4 A complete line item breakdown of the calculations used to establish a lump sum amount based on the GMP Schedule of Values; 7.13.5 7.14.5 An accounting of all savings amounts that are to be returned to Owner as part of the lump sum calculation; and 7.13.6 7.14.6 Any other Project information requested by Owner. 7.14 7.15 Contractor shall document the actual Cost of the Project at buyout as compared to the Guaranteed Maximum Price Proposal and shall report this information to Owner monthly and with Contractor’s recommendation for selection of a bid/proposal for each subcontracting package. 7.15 Notwithstanding anything to the contrary herein, Contractor shall have no liability for delay or liquidated damages if the parties are unable to reach an agreement on the GMP.

GUARANTEED MAXIMUM PRICE PROPOSAL. 7.1 At When the conclusion Parties agree that the design of the Design Development phase the Project is sufficiently developed and documented to allow detailed pricing of its construction, Design/Build Contractor shall prepare and submit a Guaranteed Maximum Price (“GMP”) Proposal to Owner based on the Design Development phase documents and review comments. The GMP shall be delivered to the Owner within three (3) weeks of the Design Development review meeting or a date established by the Owner. The GMP Proposal must be prepared in accordance with the guidelines established by Owner and delivered in the format specified by Owner in Exhibit “E” the attached to this Agreementexhibits. Owner, at its sole option and discretion, may specify different requirements for the GMP Proposal. Design/Build Contractor shall not withdraw its Guaranteed Maximum Price Proposal for ninety (90) days following submission to the Owner. 7.2 In developing the GMP Proposal, Contractor shall coordinate efforts with AThe Design/E to identify qualifications, clarifications, assumptions, exclusions, value engineering and any other factors relevant to establishment of a GMP. Build Contractor shall review development of the GMP Proposal with the Owner on an ongoing basis to address clarifications of scope and pricing, distribution of contingencies, schedule, assumptions, exclusions, and other matters relevant to the establishment of a GMP. 7.3 The GMP Proposal must include a written description of how it was derived that specifically identifies the clarifications and assumptions made by the Design/Build Contractor in developing the proposed GMP and the monetary amounts attributable to them. The GMP Proposal shall include, without limitation, a breakdown of Design/Build Contractor’s estimated General Conditions Costs and estimated Cost Costs of the Work organized by trade and Masterformat 2004trade; contingency amounts; the Construction Phase Fee; and the proposed Contract Time, including dates for Notice to Proceed, Substantial Completion and Final Completion. Notwithstanding the breakdown of Contractor’s estimated costs, there are no line item guaranteed maximum amounts except for general conditions. 7.4 The Guaranteed Maximum Price Proposal shall allow for reasonably expected all changes and refinements in the Drawings and Specifications through completion of the Construction Documents, except for material changes in scope. 7.5 The GMP Proposal shall may include a Design/Build Contractor’s Contingency amountamount as allowed under Direct Construction Cost. 7.6 Included with its GMP Proposal, Design/Build Contractor shall provide three two complete, bound sets of the drawings, specifications, plans, sketches, instructions, requirements, materials, equipment specifications and other information or documents that fully describe the Project as developed at the time of the GMP Proposal and that are relevant to the establishment of the GMP. The bound supporting documents shall be referenced in and incorporated into the GMP Proposal. 7.7 The GMP Proposal and all supporting documents shall identify and describe all items, assumptions, costs, contingencies, schedules and other matters necessary and relevant for proper execution and completion of the Work and for establishment of the GMPGuaranteed Maximum Price. The GMP Proposal and the supporting documents are complementary and, in the event of an irreconcilable conflict between or among them, the interpretation that provides for the higher quality or quantity of material and/or workmanship shall prevail over all other interpretations. 7.8 In submitting the GMP Proposal, the Design/Build Contractor represents that it will provide every item, system or element of performance Work that is identified, shown or specified in the GMP Proposal or the supporting documents, along with those all necessary or ancillary materials that are reasonably inferable and equipment for their complete operating installation, unless specifically accepted in writing excepted by the Owner. Upon Owner’s written acceptance of the GMP Proposal, the Design/Build Contractor shall not be entitled to any increase in the GMP Guaranteed Maximum Price due to the continued refinement of the Construction Documents or the absence or addition of any detail or specification that may be required in order to complete the construction of the Project as described in and reasonably inferable from the GMP Proposal or the supporting documents used to establish the GMP. Any costs that exceed the GMP shall be borne solely by the Design/Build Contractor without reimbursement by the Owner. Design/Build Contractor is responsible for all design, including incidental designing/detailing as required by the Specifications for shop drawing purposes, except for design provided by Owner’s independent Design Consultants, if any. 7.9 Prior to commencement of the Construction Phase Services and concurrently with submission of the Guaranteed Maximum Price Proposal, the Design/Build Contractor shall submit for the Owner’s acceptance a schedule for the performance of Construction Phase Services as specified. The Construction Phase Schedule shall include reasonable periods of time for the Owner’s review and acceptance of design drawings and submissions and for approval of authorities having jurisdiction over the Project. Upon acceptance of a Guaranteed Maximum Sum Proposal by the Owner, the Construction Phase Schedule shall not be modified except for good cause as approved by the Owner at the Owner’s sole option and discretion. 7.10 The GMP Proposal shall adopt and incorporate all of the terms and conditions of this Agreement and all attachments to this Agreement. Any proposed deviation from the terms and conditions of this Agreement must be clearly and conspicuously identified to the Owner in writing and specifically accepted in writing by the Owner. In the event of a conflict between any term of the GMP Proposal that was not clearly and conspicuously identified and approved by the Owner and the terms of this Agreement and its attachments, the terms of the Agreement and its attachments shall control. 7.10 7.11 Owner may accept or reject the Guaranteed Maximum Price Proposal or attempt to negotiate its terms with Design/Build Contractor. Upon acceptance by the Owner of the GMP Proposal in writing, both parties shall execute the GMP Proposal which and the terms of the GMP Proposal, including the Guaranteed Maximum Price and the supporting documents, shall become part of this Agreementthe Contract between the Owner and the Design/Build Contractor. If the Owner rejects the GMP Proposal or the parties are unable or unwilling to agree on a GMP, the Owner may terminate this Agreement. 7.11 7.12 Following Owner’s Owner acceptance of the GMP Proposal, Design/Build Contractor shall continue to monitor the development of the Construction Documents so that, when complete, the Construction Documents adequately incorporate and resolve all qualifications, assumptions, clarifications, exclusions and value engineering issues identified in the GMP Proposal. During the Construction Documents stage, the Design/Build Contractor and A/E the Project Architect shall jointly deliver a monthly written status report to the Owner describing the progress on the incorporation of all qualifications, assumptions, clarifications, exclusions, value engineering issues and all other matters relevant to the establishment of the GMP into the Construction Documents. The monthly status report shall also include an updated start-to-finish project schedule that encompasses the Project Architect’s activities, the Design/Build Contractor’s activities, and the Owner’s commissioning and occupancy activities, short-term schedules, and production rates for key elements of the Project as determined by the Owner. 7.12 7.13 The Design/Build Contractor shall be entitled to an equitable adjustment of the GMP if it is required to pay or bear the burden of any new federal, state, or local tax, or any rate increase of an existing tax, except taxes on income, adopted through statute, court decision, written ruling, or regulation taking effect after acceptance of the GMP Proposal. This equitable adjustment does not apply to tax increases borne solely by Subcontractors. 7.13 7.14 The parties Parties may agree to convert the GMP to a lump sum contract amount at any time after the Design/Build Contractor has received bids or proposals from trade Contractors contractors or Subcontractors for the performance of all major elements of the ProjectWork. In proposing a lump sum amount, the Design/Build Contractor shall consider the buyout savings, any unused contingency amounts and the trade package contracts that have not been finalized. In preparing a lump sum conversion proposal, the General Contractor must provide the following information: 7.13.1 : The stage of completion of the Project; 7.13.2 ; The trade packages that have been completely bought out; 7.13.3 ; The trade packages remaining that have not been bought out; 7.13.4 ; A complete line item breakdown of the calculations used to establish a lump sum amount based on the GMP Schedule of Values; 7.13.5 ; An accounting of all savings amounts that are to be returned to the Owner as part of the lump sum calculation; and 7.13.6 and Any other Project information requested by the Owner. 7.14 7.15 The Design/Build Contractor shall document the actual Cost of the Project Work at buyout as compared to the Guaranteed Maximum Price Proposal proposal and shall report this information to the Owner monthly and with Design/Build Contractor’s recommendation for selection of a bid/bid or proposal for each subcontracting package. 7.15 Notwithstanding anything to the contrary herein, Contractor shall have no liability for delay or liquidated damages if the parties are unable to reach an agreement on the GMP.

GUARANTEED MAXIMUM PRICE PROPOSAL. 7.1 At the conclusion of the Design Development phase the Contractor shall prepare and submit a Guaranteed Maximum Price Proposal to Owner based on the Design Development phase documents and review comments. The GMP Proposal shall be delivered to the Owner within three (3) weeks of the Design Development review meeting or a date established by the Owner. The GMP Proposal must be prepared in accordance with the guidelines established by Owner and delivered in the format specified by Owner in Exhibit “E” attached to this Agreement. Owner, at its sole option and discretion, may specify different requirements for the GMP Proposal. Contractor shall not withdraw its Guaranteed Maximum Price Proposal for ninety (90) days following submission to Owner. 7.2 In developing the GMP Proposal, Contractor shall coordinate efforts with A/E to identify qualifications, clarifications, assumptions, exclusions, value engineering and any other factors relevant to establishment of a GMP. Contractor shall review development of the GMP Proposal with Owner on an ongoing basis to address clarifications of scope and pricing, distribution of contingencies, schedule, assumptions, exclusions, and other matters relevant to the establishment of a GMP. 7.3 The GMP Proposal must include a written description of how it was derived that specifically identifies the clarifications and assumptions made by Contractor in the GMP and the monetary amounts attributable to them. The GMP Proposal shall include, without limitation, a breakdown of Contractor’s estimated General Conditions Costs and estimated Cost of the Work organized by trade and Masterformat 2004MasterFormat 2012; contingency amounts; the Construction Phase Fee; and the proposed Contract Time, including dates for Notice to Proceed, Substantial Completion and Final Completion. Notwithstanding the breakdown of Contractor’s estimated costs, there are no line item guaranteed maximum amounts except for general conditions. 7.4 The Guaranteed Maximum Price Proposal shall allow for reasonably expected changes and refinements in the Drawings and Specifications through completion of the Construction Documents, except for material changes in scope. 7.5 The GMP Proposal shall include a Contractor’s Contingency amount. 7.6 Included with its GMP Proposal, Contractor shall provide three complete, bound sets complete and signed copies of Exhibit E. The GMP shall indicate the drawings, specifications, plans, sketches, instructions, requirements, materials, equipment specifications and other information or documents that fully describe the Project as developed at the time of the GMP Proposal and that are relevant to the establishment of the GMP. The bound supporting documents shall be referenced in and incorporated into the GMP Proposal. 7.7 The GMP Proposal and all supporting documents shall identify and describe all items, assumptions, costs, contingencies, schedules and other matters necessary and relevant for proper execution and completion of the Work and for establishment of the GMP. The GMP Proposal and the supporting documents are complementary and, in the event of an irreconcilable conflict between or among them, the interpretation that provides for the higher quality or quantity of material and/or workmanship shall prevail over all other interpretations. 7.8 In submitting the GMP Proposal, Contractor represents that it will provide every item, system or element of performance that is identified, shown or specified in the GMP Proposal or the supporting documents, along with those all necessary or ancillary materials that are reasonably inferable and equipment for their complete operating installation, unless specifically accepted in writing excepted by Owner. Upon Owner’s written acceptance of the GMP Proposal, Contractor shall not be entitled to any increase in the GMP due to the continued refinement of the Construction Documents or the absence or addition of any detail or specification that may be required in order to complete the construction of the Project as described in and reasonably inferable from the GMP Proposal or the supporting documents used to establish the GMP. Any costs that exceed the GMP shall be borne solely by the Design/Build Contractor without reimbursement by the Owner. Design/Build Contractor is responsible for all design, including incidental designing/detailing as required by the Specifications for shop drawing purposes, except for design provided by Owner’s independent Design Consultants, if any. 7.9 Prior to commencement of the Construction Phase Services and concurrently with submission of the Guaranteed Maximum Sum Proposal, the Design/Build Contractor shall submit for the Owner’s acceptance a schedule for the performance of Construction Phase Services as specified. The Construction Phase Schedule shall include reasonable periods of time for the Owner’s review and acceptance of design drawings and submissions and for approval of authorities having jurisdiction over the Project. Upon acceptance of a Guaranteed Maximum Sum Proposal by the Owner, the Construction Phase Schedule shall not be modified except for good cause as approved by the Owner at the Owner’s sole option and discretion. 7.10 The GMP Proposal shall adopt and incorporate all of the terms and conditions of this Agreement and all attachments to this Agreement. Any proposed deviation from the terms and conditions of this Agreement must be clearly and conspicuously identified to Owner in writing and specifically accepted in writing by OwnerOwner in an amendment to this agreement. In the event of a conflict between any term of the GMP Proposal that was not clearly and conspicuously identified and approved by Owner and the terms of this Agreement and its attachments, the terms of the this Agreement and its attachments shall control. 7.10 7.11 Owner may accept or reject the Guaranteed Maximum Price Proposal or attempt to negotiate its terms with Contractor. Upon acceptance by Owner of the GMP Proposal in writing, both parties shall execute the GMP Proposal which shall become part of this Agreement. If Owner rejects the GMP Proposal or the parties are unable or unwilling to agree on a GMP, Owner may terminate this Agreement. 7.11 7.12 Following Owner’s acceptance of the GMP Proposal, Contractor shall continue to monitor the development of the Construction Documents so that, when complete, the Construction Documents adequately incorporate and resolve all qualifications, assumptions, clarifications, exclusions and value engineering issues identified in the GMP Proposal. During the Construction Documents stage, Contractor and A/E shall jointly deliver a monthly written status report to Owner describing the progress on the incorporation of all qualifications, assumptions, clarifications, exclusions, value engineering issues and all other matters relevant to the establishment of the GMP into the Construction Documents. 7.12 7.13 Contractor shall be entitled to an equitable adjustment of the GMP if it is required to pay or bear the burden of any new federal, state, or local tax, or any rate increase of an existing tax, except taxes on income, adopted through statute, court decision, written ruling, or regulation taking effect after acceptance of the GMP Proposal. This equitable adjustment does not apply to tax increases borne solely by Subcontractors. 7.13 7.14 The parties may agree to convert the GMP to a lump sum contract amount at any time after Contractor has received bids or proposals from trade Contractors contractors or Subcontractors for the performance of all major elements of the Project. In proposing a lump sum amount, Contractor shall consider the buyout savings, any unused contingency amounts and the trade package contracts that have not been finalized. In preparing a lump sum conversion proposal, Contractor must provide the following information: 7.13.1 7.14.1 The stage of completion of the Project; 7.13.2 7.14.2 The trade packages that have been completely bought out; 7.13.3 7.14.3 The trade packages remaining that have not been bought out; 7.13.4 7.14.4 A complete line item breakdown of the calculations used to establish a lump sum amount based on the GMP Schedule of Values; 7.13.5 7.14.5 An accounting of all savings amounts that are to be returned to Owner as part of the lump sum calculation; and 7.13.6 7.14.6 Any other Project information requested by Owner. 7.14 7.15 Contractor shall document the actual Cost of the Project at buyout as compared to the Guaranteed Maximum Price Proposal and shall report this information to Owner monthly and with Contractor’s recommendation for selection of a bid/proposal for each subcontracting package. 7.15 Notwithstanding anything to the contrary herein, Contractor shall have no liability for delay or liquidated damages if the parties are unable to reach an agreement on the GMP.

GUARANTEED MAXIMUM PRICE PROPOSAL. 7.1 At When the conclusion Parties agree that the design of the Design Development phase the Contractor Project is sufficiently developed and documented to allow detailed pricing of its construction, Construction Manager shall prepare and submit a Guaranteed Maximum Price (“GMP”) Proposal to Owner based on the Design Development phase documents and review comments. The GMP shall be delivered to the Owner within three (3) weeks of the Design Development review meeting or a date established by the Owner. The GMP Proposal must be prepared in accordance with the guidelines established by Owner and delivered in the format specified by Owner in Exhibit “E” the attached to this Agreementexhibits. Owner, at its sole option and discretion, may specify different requirements for the GMP Proposal. Contractor Construction Manager shall not withdraw its Guaranteed Maximum Price Proposal for ninety (90) days following submission to the Owner. 7.2 In developing the GMP Proposal, Contractor the Construction Manager shall coordinate efforts with A/E the Project Architect to identify qualifications, clarifications, assumptions, exclusions, value engineering and any other factors relevant to establishment of a GMP. Contractor The Construction Manager shall review development of the GMP Proposal with the Owner on an ongoing basis to address clarifications of scope and pricing, distribution of contingencies, schedule, assumptions, exclusions, and other matters relevant to the establishment of a GMP. 7.3 The GMP Proposal must include a written description of how it was derived that specifically identifies the clarifications and assumptions made by Contractor the Construction Manager in the GMP and the monetary amounts attributable to them. The GMP Proposal shall include, without limitation, a breakdown of ContractorConstruction Manager’s estimated General Conditions Costs and estimated Cost Costs of the Work organized by trade and Masterformat 2004trade; contingency amounts; the Construction Phase Fee; and the proposed Contract Time, including dates for Notice to Proceed, Substantial Completion and Final Completion. Notwithstanding the breakdown of Contractor’s estimated costs, there are no line item guaranteed maximum amounts except for general conditions. 7.4 The Guaranteed Maximum Price Proposal shall allow for reasonably expected changes and refinements in the Drawings and Specifications through completion of the Construction Documents, except for material changes in scope. 7.5 The GMP Proposal shall may include a ContractorConstruction Manager’s Contingency amountamount as allowed under Cost of the Work. 7.6 Included with its GMP Proposal, Contractor Construction Manager shall provide three two complete, bound sets of the drawings, specifications, plans, sketches, instructions, requirements, materials, equipment specifications and other information or documents that fully describe the Project as developed at the time of the GMP Proposal and that are relevant to the establishment of the GMP. The bound supporting documents shall be referenced in and incorporated into the GMP Proposal. 7.7 The GMP Proposal and all supporting documents shall identify and describe all items, assumptions, costs, contingencies, schedules schedules, and other matters necessary and relevant for proper execution and completion of the Work and for establishment of the GMPGuaranteed Maximum Price. The GMP Proposal and the supporting documents are complementary and, in the event of an irreconcilable conflict between or among them, the interpretation that provides for the higher quality or quantity of material and/or workmanship shall prevail over all other interpretations. 7.8 In submitting the GMP Proposal, Contractor the Construction Manager represents that it will provide every item, system or element of performance Work that is identified, shown shown, or specified in the GMP Proposal or the supporting documents, along with those all necessary or ancillary materials that are reasonably inferable and equipment for their complete operating installation, unless specifically accepted in writing excluded by the Owner. Upon Owner’s written acceptance of the GMP Proposal, Contractor the Construction Manager shall not be entitled to any increase in the GMP Guaranteed Maximum Price due to the continued refinement of the Construction Documents or the absence or addition of any detail or specification that may be required in order to complete the construction of the Project as described in and reasonably inferable from the GMP Proposal or the supporting documents used to establish the GMP. 7.9 The GMP Proposal shall adopt and incorporate all of the terms and conditions of this Agreement and all attachments to this Agreement. Any proposed deviation from the terms and conditions of this Agreement must be clearly and conspicuously identified to the Owner in writing and specifically accepted in writing by the Owner. In the event of a conflict between any term of the GMP Proposal that was not clearly and conspicuously identified and approved by the Owner and the terms of this Agreement and its attachments, the terms of the Agreement and its attachments shall control. 7.10 Owner may accept or reject the Guaranteed Maximum Price Proposal or attempt to negotiate its terms with ContractorConstruction Manager. Upon acceptance by the Owner of the GMP Proposal in writing, both parties shall execute the GMP Proposal which and the terms of the GMP Proposal, including the Guaranteed Maximum Price and the supporting documents, shall become part of this Agreementthe Contract between the Owner and the Construction Manager. If the Owner rejects the GMP Proposal or the parties are unable or unwilling to agree on a GMP, the Owner may terminate this Agreement. 7.11 Following Owner’s Owner acceptance of the GMP Proposal, Contractor Construction Manager shall continue to monitor the development of the Construction Documents so that, when complete, the Construction Documents adequately incorporate and resolve all qualifications, assumptions, clarifications, exclusions exclusions, and value engineering issues identified in the GMP Proposal. During the Construction Documents stage, Contractor the Construction Manager and A/E the Project Architect shall jointly deliver a monthly written status report to the Owner describing the progress on the incorporation of all qualifications, assumptions, clarifications, exclusions, value engineering issues and all other matters relevant to the establishment of the GMP into the Construction Documents. 7.12 Contractor The Construction Manager shall be entitled to an equitable adjustment of the GMP if it is required to pay or bear the burden of any new federal, state, or local tax, or any rate increase of an existing tax, except taxes on income, adopted through statute, court decision, written ruling, or regulation taking effect after acceptance of the GMP Proposal. This equitable adjustment does not apply to tax increases borne solely by Subcontractors. 7.13 The parties Parties may agree to convert the GMP to a lump sum contract amount at any time after Contractor the Construction Manager has received bids or proposals from trade Contractors contractors or Subcontractors for the performance of all major elements of the ProjectWork. In proposing a lump sum amount, Contractor the Construction Manager shall consider the buyout savings, any unused contingency amounts and the trade package contracts that have not been finalized. In preparing a lump sum conversion proposal, the General Contractor must provide the following information: 7.13.1 a. The stage of completion of the Project;. 7.13.2 b. The trade packages that have been completely bought out;. 7.13.3 c. The trade packages remaining that have not been bought out;. 7.13.4 d. A complete line line-item breakdown of the calculations used to establish a lump sum amount based on the GMP Schedule of Values;. 7.13.5 e. An accounting of all savings amounts that are to be returned to the Owner as part of the lump sum calculation; and 7.13.6 f. Any other Project information requested by the Owner. 7.14 Contractor The Construction Manager shall document the actual Cost of the Project Work at buyout as compared to the Guaranteed Maximum Price Proposal proposal and shall report this information to the Owner at least monthly and with ContractorConstruction Manager’s recommendation for selection of a bid/proposal for each subcontracting package. 7.15 Notwithstanding anything to the contrary herein, Contractor shall have no liability for delay or liquidated damages if the parties are unable to reach an agreement on the GMP.

GUARANTEED MAXIMUM PRICE PROPOSAL. 7.1 At the conclusion of the Design Development phase the Contractor shall prepare and submit a Guaranteed Maximum Price Proposal to Owner based on the Design Development phase documents and review comments. The GMP shall be delivered to the Owner within three (3) weeks of the Design Development review meeting or a date established by the Owner. The GMP Proposal must be prepared in accordance with the guidelines established by Owner and delivered in the format specified by Owner in Exhibit “E” attached to this Agreement. Owner, at its sole option and discretion, may specify different requirements for the GMP Proposal. Contractor shall not withdraw its Guaranteed Maximum Price Proposal for ninety (90) days following submission to Owner. 7.2 In developing the GMP Proposal, Contractor shall coordinate efforts with A/E to identify qualifications, clarifications, assumptions, exclusions, value engineering and any other factors relevant to establishment of a GMP. Contractor shall review development of the GMP Proposal with Owner on an ongoing basis to address clarifications of scope and pricing, distribution of contingencies, schedule, assumptions, exclusions, and other matters relevant to the establishment of a GMP. 7.3 The GMP Proposal must include a written description of how it was derived that specifically identifies the clarifications and assumptions made by Contractor in the GMP and the monetary amounts attributable to them. The GMP Proposal shall include, without limitation, a breakdown of Contractor’s estimated General Conditions Costs and estimated Cost of the Work organized by trade and Masterformat 2004; contingency amounts; the Construction Phase Fee; and the proposed Contract Time, including dates for Notice to Proceed, Substantial Completion and Final Completion. Notwithstanding the breakdown of Contractor’s estimated costs, there are no line item guaranteed maximum amounts except for general conditions. 7.4 The Guaranteed Maximum Price Proposal shall allow for reasonably expected changes and refinements in the Drawings and Specifications through completion of the Construction Documents, except for material changes in scope. 7.5 The GMP Proposal shall include a Contractor’s Contingency amount. 7.6 Included with its GMP Proposal, Contractor shall provide three complete, bound sets of the drawings, specifications, plans, sketches, instructions, requirements, materials, equipment specifications and other information or documents that fully describe the Project as developed at the time of the GMP Proposal and that are relevant to the establishment of the GMPXXXX BIM Contract No. The bound supporting documents shall be referenced in and incorporated into the GMP Proposal. 7.7 The GMP Proposal and all supporting documents shall identify and describe all items, assumptions, costs, contingencies, schedules and other matters necessary and relevant for proper execution and completion of the Work and for establishment of the GMP. The GMP Proposal and the supporting documents are complementary and, in the event of an irreconcilable conflict between or among them, the interpretation that provides for the higher quality or quantity of material and/or workmanship shall prevail over all other interpretations. 7.8 In submitting the GMP Proposal, Contractor represents that it will provide every item, system or element of performance that is identified, shown or specified in the GMP Proposal or the supporting documents, along with those necessary or ancillary materials that are reasonably inferable and equipment for their complete operating installation, unless specifically accepted in writing by Owner. Upon Owner’s written acceptance of the GMP Proposal, Contractor shall not be entitled to any increase in the GMP due to the continued refinement of the Construction Documents or the absence or addition of any detail or specification that may be required in order to complete the construction of the Project as described in and reasonably inferable from the GMP Proposal or the supporting documents used to establish the GMP. 7.9 The GMP Proposal shall adopt and incorporate all of the terms and conditions of this Agreement and all attachments to this Agreement. Any proposed deviation from the terms and conditions of this Agreement must be clearly and conspicuously identified to Owner in writing and specifically accepted in writing by Owner. In the event of a conflict between any term of the GMP Proposal that was not clearly and conspicuously identified and approved by Owner and the terms of this Agreement and its attachments, the terms of the Agreement and its attachments shall control. 7.10 Owner may accept or reject the Guaranteed Maximum Price Proposal or attempt to negotiate its terms with Contractor. Upon acceptance by Owner of the GMP Proposal in writing, both parties shall execute the GMP Proposal which shall become part of this Agreement. If Owner rejects the GMP Proposal or the parties are unable or unwilling to agree on a GMP, Owner may terminate this Agreement. 7.11 Following Owner’s acceptance of the GMP Proposal, Contractor shall continue to monitor the development of the Construction Documents so that, when complete, the Construction Documents adequately incorporate and resolve all qualifications, assumptions, clarifications, exclusions and value engineering issues identified in the GMP Proposal. During the Construction Documents stage, Contractor and A/E shall jointly deliver a monthly written status report to Owner describing the progress on the incorporation of all qualifications, assumptions, clarifications, exclusions, value engineering issues and all other matters relevant to the establishment of the GMP into the Construction Documents. 7.12 Contractor shall be entitled to an equitable adjustment of the GMP if it is required to pay or bear the burden of any new federal, state, or local tax, or any rate increase of an existing tax, except taxes on income, adopted through statute, court decision, written ruling, or regulation taking effect after acceptance of the GMP Proposal. This equitable adjustment does not apply to tax increases borne solely by Subcontractors. 7.13 The parties may agree to convert the GMP to a lump sum contract amount at any time after Contractor has received bids or proposals from trade Contractors or Subcontractors for the performance of all major elements of the Project. In proposing a lump sum amount, Contractor shall consider the buyout savings, any unused contingency amounts and the trade package contracts that have not been finalized. In preparing a lump sum conversion proposal, Contractor must provide the following information: 7.13.1 The stage of completion of the Project; 7.13.2 The trade packages that have been completely bought out; 7.13.3 The trade packages remaining that have not been bought out; 7.13.4 A complete line item breakdown of the calculations used to establish a lump sum amount based on the GMP Schedule of Values; 7.13.5 An accounting of all savings amounts that are to be returned to Owner as part of the lump sum calculation; and 7.13.6 Any other Project information requested by Owner. 7.14 Contractor shall document the actual Cost of the Project at buyout as compared to the Guaranteed Maximum Price Proposal and shall report this information to Owner monthly and with Contractor’s recommendation for selection of a bid/proposal for each subcontracting package. 7.15 Notwithstanding anything to the contrary herein, Contractor shall have no liability for delay or liquidated damages if the parties are unable to reach an agreement on the GMP.5912

GUARANTEED MAXIMUM PRICE PROPOSAL. 7.1 At When the conclusion Parties agree that the design of the Design Development phase the Contractor Project is sufficiently developed and documented to allow detailed pricing of its construction, Construction Manager shall prepare and submit a Guaranteed Maximum Price (“GMP”) Proposal to Owner based on the Design Development phase documents and review comments. The GMP shall be delivered to the Owner within three (3) weeks of the Design Development review meeting or a date established by the Owner. The GMP Proposal must be prepared in accordance with the guidelines established by Owner and delivered in the format specified by Owner in Exhibit “E” the attached to this Agreementexhibits. Owner, at its sole option and discretion, may specify different requirements for the GMP Proposal. Contractor Construction Manager shall not withdraw its Guaranteed Maximum Price Proposal for ninety (90) days following submission to the Owner. 7.2 . In developing the GMP Proposal, Contractor the Construction Manager shall coordinate efforts with A/E the Project Architect to identify qualifications, clarifications, assumptions, exclusions, value engineering and any other factors relevant to establishment of a GMP. Contractor The Construction Manager shall review development of the GMP Proposal with the Owner on an ongoing basis to address clarifications of scope and pricing, distribution of contingencies, schedule, assumptions, exclusions, and other matters relevant to the establishment of a GMP. 7.3 . The GMP Proposal must include a written description of how it was derived that specifically identifies the clarifications and assumptions made by Contractor the Construction Manager in the GMP and the monetary amounts attributable to them. The GMP Proposal shall include, without limitation, a breakdown of ContractorConstruction Manager’s estimated General Conditions Costs and estimated Cost Costs of the Work organized by trade and Masterformat 2004trade; contingency amounts; the Construction Phase Fee; and the proposed Contract Time, including dates for Notice to Proceed, Substantial Completion and Final Completion. Notwithstanding the breakdown of Contractor’s estimated costs, there are no line item guaranteed maximum amounts except for general conditions. 7.4 The Guaranteed Maximum Price Proposal shall allow for reasonably expected changes and refinements in the Drawings and Specifications through completion of the Construction Documents, except for material changes in scope. 7.5 . The GMP Proposal shall may include a ContractorConstruction Manager’s Contingency amount. 7.6 amount as allowed under Direct Construction Cost. Included with its GMP Proposal, Contractor Construction Manager shall provide three two complete, bound sets of the drawings, specifications, plans, sketches, instructions, requirements, materials, equipment specifications and other information or documents that fully describe the Project as developed at the time of the GMP Proposal and that are relevant to the establishment of the GMP. The bound supporting documents shall be referenced in and incorporated into the GMP Proposal. 7.7 . The GMP Proposal and all supporting documents shall identify and describe all items, assumptions, costs, contingencies, schedules and other matters necessary and relevant for proper execution and completion of the Work and for establishment of the GMPGuaranteed Maximum Price. The GMP Proposal and the supporting documents are complementary and, in the event of an irreconcilable conflict between or among them, the interpretation that provides for the higher quality or quantity of material and/or workmanship shall prevail over all other interpretations. 7.8 . In submitting the GMP Proposal, Contractor the Construction Manager represents that it will provide every item, system or element of performance Work that is identified, shown or specified in the GMP Proposal or the supporting documents, along with those all necessary or ancillary materials that are reasonably inferable and equipment for their complete operating installation, unless specifically accepted in writing excepted by the Owner. Upon Owner’s written acceptance of the GMP Proposal, Contractor the Construction Manager shall not be entitled to any increase in the GMP Guaranteed Maximum Price due to the continued refinement of the Construction Documents or the absence or addition of any detail or specification that may be required in order to complete the construction of the Project as described in and reasonably inferable from the GMP Proposal or the supporting documents used to establish the GMP. 7.9 . The GMP Proposal shall adopt and incorporate all of the terms and conditions of this Agreement and all attachments to this Agreement. Any proposed deviation from the terms and conditions of this Agreement must be clearly and conspicuously identified to the Owner in writing and specifically accepted in writing by the Owner. In the event of a conflict between any term of the GMP Proposal that was not clearly and conspicuously identified and approved by the Owner and the terms of this Agreement and its attachments, the terms of the Agreement and its attachments shall control. 7.10 . Owner may accept or reject the Guaranteed Maximum Price Proposal or attempt to negotiate its terms with ContractorConstruction Manager. Upon acceptance by the Owner of the GMP Proposal in writing, both parties shall execute the GMP Proposal which and the terms of the GMP Proposal, including the Guaranteed Maximum Price and the supporting documents, shall become part of this Agreementthe Contract between the Owner and the Construction Manager. If the Owner rejects the GMP Proposal or the parties are unable or unwilling to agree on a GMP, the Owner may terminate this Agreement. 7.11 . Following Owner’s Owner acceptance of the GMP Proposal, Contractor Construction Manager shall continue to monitor the development of the Construction Documents so that, when complete, the Construction Documents adequately incorporate and resolve all qualifications, assumptions, clarifications, exclusions and value engineering issues identified in the GMP Proposal. During the Construction Documents stage, Contractor the Construction Manager and A/E the Project Architect shall jointly deliver a monthly written status report to the Owner describing the progress on the incorporation of all qualifications, assumptions, clarifications, exclusions, value engineering issues and all other matters relevant to the establishment of the GMP into the Construction Documents. 7.12 Contractor . The Construction Manager shall be entitled to an equitable adjustment of the GMP if it is required to pay or bear the burden of any new federal, state, or local tax, or any rate increase of an existing tax, except taxes on income, adopted through statute, court decision, written ruling, or regulation taking effect after acceptance of the GMP Proposal. This equitable adjustment does not apply to tax increases borne solely by Subcontractors. 7.13 . The parties Parties may agree to convert the GMP to a lump sum contract amount at any time after Contractor the Construction Manager has received bids or proposals from trade Contractors contractors or Subcontractors for the performance of all major elements of the ProjectWork. In proposing a lump sum amount, Contractor the Construction Manager shall consider the buyout savings, any unused contingency amounts and the trade package contracts that have not been finalized. In preparing a lump sum conversion proposal, the General Contractor must provide the following information: 7.13.1 : The stage of completion of the Project; 7.13.2 ; The trade packages that have been completely bought out; 7.13.3 ; The trade packages remaining that have not been bought out; 7.13.4 ; A complete line item breakdown of the calculations used to establish a lump sum amount based on the GMP Schedule of Values; 7.13.5 ; An accounting of all savings amounts that are to be returned to the Owner as part of the lump sum calculation; and 7.13.6 and Any other Project information requested by the Owner. 7.14 Contractor . The Construction Manager shall document the actual Cost of the Project Work at buyout as compared to the Guaranteed Maximum Price Proposal proposal and shall report this information to the Owner monthly and with ContractorConstruction Manager’s recommendation for selection of a bid/proposal for each subcontracting package. 7.15 Notwithstanding anything to the contrary herein, Contractor shall have no liability for delay or liquidated damages if the parties are unable to reach an agreement on the GMP.

GUARANTEED MAXIMUM PRICE PROPOSAL. 7.1 At When the conclusion Parties agree that the design of the Design Development phase the Project is sufficiently developed and documented to allow detailed pricing of its construction, Design/Build Contractor shall prepare and submit a Guaranteed Maximum Price (“GMP”) Proposal to Owner based on the Design Development phase documents and review comments. The GMP shall be delivered to the Owner within three (3) weeks of the Design Development review meeting or a date established by the Owner. The GMP Proposal must be prepared in accordance with the guidelines established by Owner and delivered in the format specified by Owner in Exhibit “E” the attached to this Agreementexhibits. Owner, at its sole option and discretion, may specify different requirements for the GMP Proposal. Design/Build Contractor shall not withdraw its Guaranteed Maximum Price Proposal for ninety (90) days following submission to the Owner. 7.2 In developing the GMP Proposal, Contractor shall coordinate efforts with A. The Design/E to identify qualifications, clarifications, assumptions, exclusions, value engineering and any other factors relevant to establishment of a GMP. Build Contractor shall review development of the GMP Proposal with the Owner on an ongoing basis to address clarifications of scope and pricing, distribution of contingencies, schedule, assumptions, exclusions, and other matters relevant to the establishment of a GMP. 7.3 . The GMP Proposal must include a written description of how it was derived that specifically identifies the clarifications and assumptions made by the Design/Build Contractor in the GMP and the monetary amounts attributable to them. The GMP Proposal shall include, without limitation, a breakdown of Design/Build Contractor’s estimated General Conditions Costs and estimated Cost Costs of the Work organized by trade and Masterformat 2004trade; contingency amounts; the Construction Phase Fee; and the proposed Contract Time, including dates for Notice to Proceed, Substantial Completion and Final Completion. Notwithstanding the breakdown of Contractor’s estimated costs, there are no line item guaranteed maximum amounts except for general conditions. 7.4 The Guaranteed Maximum Price Proposal shall allow for reasonably expected all changes and refinements in the Drawings and Specifications through completion of the Construction Documents, except for material changes in scope. 7.5 . The GMP Proposal shall may include a Design/Build Contractor’s Contingency amount. 7.6 amount as allowed under Direct Construction Cost. Included with its GMP Proposal, Design/Build Contractor shall provide three two complete, bound sets of the drawings, specifications, plans, sketches, instructions, requirements, materials, equipment specifications and other information or documents that fully describe the Project as developed at the time of the GMP Proposal and that are relevant to the establishment of the GMP. The bound supporting documents shall be referenced in and incorporated into the GMP Proposal. 7.7 . The GMP Proposal and all supporting documents shall identify and describe all items, assumptions, costs, contingencies, schedules and other matters necessary and relevant for proper execution and completion of the Work and for establishment of the GMPGuaranteed Maximum Price. The GMP Proposal and the supporting documents are complementary and, in the event of an irreconcilable conflict between or among them, the interpretation that provides for the higher quality or quantity of material and/or workmanship shall prevail over all other interpretations. 7.8 . In submitting the GMP Proposal, the Design/Build Contractor represents that it will provide every item, system or element of performance Work that is identified, shown or specified in the GMP Proposal or the supporting documents, along with those all necessary or ancillary materials that are reasonably inferable and equipment for their complete operating installation, unless specifically accepted in writing excepted by the Owner. Upon Owner’s written acceptance of the GMP Proposal, the Design/Build Contractor shall not be entitled to any increase in the GMP Guaranteed Maximum Price due to the continued refinement of the Construction Documents or the absence or addition of any detail or specification that may be required in order to complete the construction of the Project as described in and reasonably inferable from the GMP Proposal or the supporting documents used to establish the GMP. 7.9 . Any costs that exceed the GMP shall be borne solely by the Design/Build Contractor without reimbursement by the Owner. Design/Build Contractor is responsible for all design, including incidental designing/detailing as required by the Specifications for shop drawing purposes, except for design provided by Owner’s independent Design Consultants, if any. Prior to commencement of the Construction Phase Services and concurrently with submission of the Guaranteed Maximum Sum Proposal, the Design/Build Contractor shall submit for the Owner’s acceptance a schedule for the performance of Construction Phase Services as specified. The Construction Phase Schedule shall include reasonable periods of time for the Owner’s review and acceptance of design drawings and submissions and for approval of authorities having jurisdiction over the Project. Upon acceptance of a Guaranteed Maximum Sum Proposal by the Owner, the Construction Phase Schedule shall not be modified except for good cause as approved by the Owner at the Owner’s sole option and discretion. The GMP Proposal shall adopt and incorporate all of the terms and conditions of this Agreement and all attachments to this Agreement. Any proposed deviation from the terms and conditions of this Agreement must be clearly and conspicuously identified to the Owner in writing and specifically accepted in writing by the Owner. In the event of a conflict between any term of the GMP Proposal that was not clearly and conspicuously identified and approved by the Owner and the terms of this Agreement and its attachments, the terms of the Agreement and its attachments shall control. 7.10 . Owner may accept or reject the Guaranteed Maximum Price Proposal or attempt to negotiate its terms with Design/Build Contractor. Upon acceptance by the Owner of the GMP Proposal in writing, both parties shall execute the GMP Proposal which and the terms of the GMP Proposal, including the Guaranteed Maximum Price and the supporting documents, shall become part of this Agreementthe Contract between the Owner and the Design/Build Contractor. If the Owner rejects the GMP Proposal or the parties are unable or unwilling to agree on a GMP, the Owner may terminate this Agreement. 7.11 . Following Owner’s Owner acceptance of the GMP Proposal, Design/Build Contractor shall continue to monitor the development of the Construction Documents so that, when complete, the Construction Documents adequately incorporate and resolve all qualifications, assumptions, clarifications, exclusions and value engineering issues identified in the GMP Proposal. During the Construction Documents stage, the Design/Build Contractor and A/E the Project Architect shall jointly deliver a monthly written status report to the Owner describing the progress on the incorporation of all qualifications, assumptions, clarifications, exclusions, value engineering issues and all other matters relevant to the establishment of the GMP into the Construction Documents. 7.12 . The Design/Build Contractor shall be entitled to an equitable adjustment of the GMP if it is required to pay or bear the burden of any new federal, state, or local tax, or any rate increase of an existing tax, except taxes on income, adopted through statute, court decision, written ruling, or regulation taking effect after acceptance of the GMP Proposal. This equitable adjustment does not apply to tax increases borne solely by Subcontractors. 7.13 . The parties Parties may agree to convert the GMP to a lump sum contract amount at any time after the Design/Build Contractor has received bids or proposals from trade Contractors contractors or Subcontractors for the performance of all major elements of the ProjectWork. In proposing a lump sum amount, the Design/Build Contractor shall consider the buyout savings, any unused contingency amounts and the trade package contracts that have not been finalized. In preparing a lump sum conversion proposal, the General Contractor must provide the following information: 7.13.1 : The stage of completion of the Project; 7.13.2 ; The trade packages that have been completely bought out; 7.13.3 ; The trade packages remaining that have not been bought out; 7.13.4 ; A complete line item breakdown of the calculations used to establish a lump sum amount based on the GMP Schedule of Values; 7.13.5 ; An accounting of all savings amounts that are to be returned to the Owner as part of the lump sum calculation; and 7.13.6 and Any other Project information requested by the Owner. 7.14 . The Design/Build Contractor shall document the actual Cost of the Project Work at buyout as compared to the Guaranteed Maximum Price Proposal proposal and shall report this information to the Owner monthly and with Design/Build Contractor’s recommendation for selection of a bid/proposal for each subcontracting package. 7.15 Notwithstanding anything to the contrary herein, Contractor shall have no liability for delay or liquidated damages if the parties are unable to reach an agreement on the GMP.

GUARANTEED MAXIMUM PRICE PROPOSAL. 7.1 At the conclusion of the Design Development, or at the conclusion of 25% Design Development phase as directed by the Owner, the Contractor shall prepare and submit a Guaranteed Maximum Price Proposal to Owner based on the Design Development phase documents and review comments. The GMP shall be delivered to the Owner within three (3) weeks of the Design Development review meeting or a date established by the Owner. The GMP Proposal must be prepared in accordance with the guidelines established by Owner and delivered in the format specified by Owner in Exhibit “E” attached to this Agreement. Owner, at its sole option and discretion, may specify different requirements for the GMP Proposal. Contractor shall not withdraw its Guaranteed Maximum Price Proposal for ninety (90) days following submission to Owner. 7.2 In developing the GMP Proposal, Contractor shall coordinate efforts with A/E to identify qualifications, clarifications, assumptions, exclusions, value engineering and any other factors relevant to establishment of a GMP. Contractor shall review development of the GMP Proposal with Owner on an ongoing basis to address clarifications of scope and pricing, distribution of contingencies, schedule, assumptions, exclusions, and other matters relevant to the establishment of a GMP. 7.3 The GMP Proposal must include a written description of how it was derived that specifically identifies the clarifications and assumptions made by Contractor in the GMP and the monetary amounts attributable to them. The GMP Proposal shall include, without limitation, a breakdown of Contractor’s estimated General Conditions Costs and estimated Cost of the Work organized by trade and Masterformat 2004; contingency amounts; the Construction Phase Fee; and the proposed Contract Time, including dates for Notice to Proceed, Substantial Completion and Final Completion. Notwithstanding the breakdown of Contractor’s estimated costs, there are no line item guaranteed maximum amounts except for general conditions. 7.4 The Guaranteed Maximum Price Proposal shall allow for reasonably expected changes and refinements in the Drawings and Specifications through completion of the Construction Documents, except for material changes in scope. 7.5 The GMP Proposal shall include a Contractor’s Contingency amount, the amount agreed to by the Owner. not to exceed 7.5%. At the Owner’s approval of Design Development the Contractor’s Contingency shall not exceed 5%. 7.6 Included with its GMP Proposal, Contractor shall provide three complete, bound sets of the drawings, specifications, plans, sketches, instructions, requirements, materials, equipment specifications and other information or documents that fully describe the Project as developed at the time of the GMP Proposal and that are relevant to the establishment of the GMP. The bound supporting documents shall be referenced in and incorporated into the GMP Proposal. 7.7 The GMP Proposal and all supporting documents shall identify and describe all items, assumptions, costs, contingencies, schedules and other matters necessary and relevant for proper execution and completion of the Work and for establishment of the GMP. The GMP Proposal and the supporting documents are complementary and, in the event of an irreconcilable conflict between or among them, the interpretation that provides for the higher quality or quantity of material and/or workmanship shall prevail over all other interpretations. 7.8 In submitting the GMP Proposal, Contractor represents that it will provide every item, system or element of performance that is identified, shown or specified in the GMP Proposal or the supporting documents, along with those necessary or ancillary materials that are reasonably inferable and equipment for their complete operating installation, unless specifically accepted in writing by Owner. Upon Owner’s written acceptance of the GMP Proposal, Contractor shall not be entitled to any increase in the GMP due to the continued refinement of the Construction Documents or the absence or addition of any detail or specification that may be required in order to complete the construction of the Project as described in and reasonably inferable from the GMP Proposal or the supporting documents used to establish the GMP. 7.9 The GMP Proposal shall adopt and incorporate all of the terms and conditions of this Agreement and all attachments to this Agreement. Any proposed deviation from the terms and conditions of this Agreement must be clearly and conspicuously identified to Owner in writing and specifically accepted in writing by Owner. In the event of a conflict between any term of the GMP Proposal that was not clearly and conspicuously identified and approved by Owner and the terms of this Agreement and its attachments, the terms of the Agreement and its attachments shall control. 7.10 Owner may accept or reject the Guaranteed Maximum Price Proposal or attempt to negotiate its terms with Contractor. Upon acceptance by Owner of the GMP Proposal in writing, both parties shall execute the GMP Proposal which shall become part of this Agreement. If Owner rejects the GMP Proposal or the parties are unable or unwilling to agree on a GMP, Owner may terminate this Agreement. 7.11 Following Owner’s acceptance of the GMP Proposal, Contractor shall continue to monitor the development of the Construction Documents so that, when complete, the Construction Documents adequately incorporate and resolve all qualifications, assumptions, clarifications, exclusions and value engineering issues identified in the GMP Proposal. During the Construction Documents stage, Contractor and A/E shall jointly deliver a monthly written status report to Owner describing the progress on the incorporation of all qualifications, assumptions, clarifications, exclusions, value engineering issues and all other matters relevant to the establishment of the GMP into the Construction Documents. 7.12 Contractor shall be entitled to an equitable adjustment of the GMP if it is required to pay or bear the burden of any new federal, state, or local tax, or any rate increase of an existing tax, except taxes on income, adopted through statute, court decision, written ruling, or regulation taking effect after acceptance of the GMP Proposal. This equitable adjustment does not apply to tax increases borne solely by Subcontractors. 7.13 The parties may agree to convert the GMP to a lump sum contract amount at any time after Contractor has received bids or proposals from trade Contractors or Subcontractors for the performance of all major elements of the Project. In proposing a lump sum amount, Contractor shall consider the buyout savings, any unused contingency amounts and the trade package contracts that have not been finalized. In preparing a lump sum conversion proposal, Contractor must provide the following information: 7.13.1 The stage of completion of the Project; 7.13.2 The trade packages that have been completely bought out; 7.13.3 The trade packages remaining that have not been bought out; 7.13.4 A complete line item breakdown of the calculations used to establish a lump sum amount based on the GMP Schedule of Values; 7.13.5 An accounting of all savings amounts that are to be returned to Owner as part of the lump sum calculation; and 7.13.6 Any other Project information requested by Owner. 7.14 Contractor shall document the actual Cost of the Project at buyout as compared to the Guaranteed Maximum Price Proposal and shall report this information to Owner monthly and with Contractor’s recommendation for selection of a bid/proposal for each subcontracting package. 7.15 Notwithstanding anything to the contrary herein, Contractor shall have no liability for delay or liquidated damages if the parties are unable to reach an agreement on the GMP.

GUARANTEED MAXIMUM PRICE PROPOSAL. 7.1 At the conclusion of the Design Development phase the Contractor shall prepare and submit a Guaranteed Maximum Price Proposal to Owner based on the Design Development phase documents and review comments. The GMP shall be delivered to the Owner within three (3) weeks of the Design Development review meeting or a date established by the Owner. The GMP Proposal must be prepared in accordance with the guidelines established by Owner and delivered in the format specified by Owner in Exhibit “E” attached to this Agreement. Owner, at its sole option and discretion, may specify different requirements for the GMP Proposal. Contractor shall not withdraw its Guaranteed Maximum Price Proposal for ninety (90) days following submission to Owner. 7.2 In developing the GMP Proposal, Contractor shall coordinate efforts with A/E to identify qualifications, clarifications, assumptions, exclusions, value engineering and any other factors relevant to establishment of a GMP. Contractor shall review development of the GMP Proposal with Owner on an ongoing basis to address clarifications of scope and pricing, distribution of contingencies, schedule, assumptions, exclusions, and other matters relevant to the establishment of a GMP. 7.3 The GMP Proposal must include a written description of how it was derived that specifically identifies the clarifications and assumptions made by Contractor in the GMP and the monetary amounts attributable to them. The GMP Proposal shall include, without limitation, a breakdown of Contractor’s estimated General Conditions Costs and estimated Cost of the Work organized by trade and Masterformat 2004; contingency amounts; the Construction Phase Fee; and the proposed Contract Time, including dates for Notice to Proceed, Substantial Completion and Final Completion. Notwithstanding the breakdown of Contractor’s estimated costs, there are no line item guaranteed maximum amounts except for general conditions. 7.4 The Guaranteed Maximum Price Proposal shall allow for reasonably expected changes and refinements in the Drawings and Specifications through completion of the Construction Documents, except for material changes in scope. 7.5 The GMP Proposal shall include a Contractor’s Contingency amount, the amount agreed to by the Owner. not to exceed 7.5%. At the Owner’s approval of Design Development the Contractor’s Contingency shall not exceed 5%. 7.6 Included with its GMP Proposal, Contractor shall provide three complete, bound sets of the drawings, specifications, plans, sketches, instructions, requirements, materials, equipment specifications and other information or documents that fully describe the Project as developed at the time of the GMP Proposal and that are relevant to the establishment of the GMP. The bound supporting documents shall be referenced in and incorporated into the GMP Proposal. 7.7 The GMP Proposal and all supporting documents shall identify and describe all items, assumptions, costs, contingencies, schedules and other matters necessary and relevant for proper execution and completion of the Work and for establishment of the GMP. The GMP Proposal and the supporting documents are complementary and, in the event of an irreconcilable conflict between or among them, the interpretation that provides for the higher quality or quantity of material and/or workmanship shall prevail over all other interpretations. 7.8 In submitting the GMP Proposal, Contractor represents that it will provide every item, system or element of performance that is identified, shown or specified in the GMP Proposal or the supporting documents, along with those necessary or ancillary materials that are reasonably inferable and equipment for their complete operating installation, unless specifically accepted in writing by Owner. Upon Owner’s written acceptance of the GMP Proposal, Contractor shall not be entitled to any increase in the GMP due to the continued refinement of the Construction Documents or the absence or addition of any detail or specification that may be required in order to complete the construction of the Project as described in and reasonably inferable from the GMP Proposal or the supporting documents used to establish the GMP. 7.9 The GMP Proposal shall adopt and incorporate all of the terms and conditions of this Agreement and all attachments to this Agreement. Any proposed deviation from the terms and conditions of this Agreement must be clearly and conspicuously identified to Owner in writing and specifically accepted in writing by Owner. In the event of a conflict between any term of the GMP Proposal that was not clearly and conspicuously identified and approved by Owner and the terms of this Agreement and its attachments, the terms of the Agreement and its attachments shall control. 7.10 Owner may accept or reject the Guaranteed Maximum Price Proposal or attempt to negotiate its terms with Contractor. Upon acceptance by Owner of the GMP Proposal in writing, both parties shall execute the GMP Proposal which shall become part of this Agreement. If Owner rejects the GMP Proposal or the parties are unable or unwilling to agree on a GMP, Owner may terminate this Agreement. 7.11 Following Owner’s acceptance of the GMP Proposal, Contractor shall continue to monitor the development of the Construction Documents so that, when complete, the Construction Documents adequately incorporate and resolve all qualifications, assumptions, clarifications, exclusions and value engineering issues identified in the GMP Proposal. During the Construction Documents stage, Contractor and A/E shall jointly deliver a monthly written status report to Owner describing the progress on the incorporation of all qualifications, assumptions, clarifications, exclusions, value engineering issues and all other matters relevant to the establishment of the GMP into the Construction Documents. 7.12 Contractor shall be entitled to an equitable adjustment of the GMP if it is required to pay or bear the burden of any new federal, state, or local tax, or any rate increase of an existing tax, except taxes on income, adopted through statute, court decision, written ruling, or regulation taking effect after acceptance of the GMP Proposal. This equitable adjustment does not apply to tax increases borne solely by Subcontractors. 7.13 The parties may agree to convert the GMP to a lump sum contract amount at any time after Contractor has received bids or proposals from trade Contractors or Subcontractors for the performance of all major elements of the Project. In proposing a lump sum amount, Contractor shall consider the buyout savings, any unused contingency amounts and the trade package contracts that have not been finalized. In preparing a lump sum conversion proposal, Contractor must provide the following information: 7.13.1 The stage of completion of the Project; 7.13.2 The trade packages that have been completely bought out; 7.13.3 The trade packages remaining that have not been bought out; 7.13.4 A complete line item breakdown of the calculations used to establish a lump sum amount based on the GMP Schedule of Values; 7.13.5 An accounting of all savings amounts that are to be returned to Owner as part of the lump sum calculation; and 7.13.6 Any other Project information requested by Owner. 7.14 Contractor shall document the actual Cost of the Project at buyout as compared to the Guaranteed Maximum Price Proposal and shall report this information to Owner monthly and with Contractor’s recommendation for selection of a bid/proposal for each subcontracting package. 7.15 Notwithstanding anything to the contrary herein, Contractor shall have no liability for delay or liquidated damages if the parties are unable to reach an agreement on the GMP.

GUARANTEED MAXIMUM PRICE PROPOSAL. 7.1 At the conclusion of the Design Development phase the Contractor shall prepare and submit a Guaranteed Maximum Price Proposal to Owner based on the Design Development phase documents and review comments. The GMP Proposal shall be delivered to the Owner within three (3) weeks of the Design Development review meeting or a date established by the Owner. The GMP Proposal must be prepared in accordance with the guidelines established by Owner and delivered in the format specified by Owner in Exhibit “E” attached to this Agreement. Owner, at its sole option and discretion, may specify different requirements for the GMP Proposal. Contractor shall not withdraw its Guaranteed Maximum Price Proposal for ninety (90) days following submission to Owner. 7.2 In developing the GMP Proposal, Contractor shall coordinate efforts with A/E to identify qualifications, clarifications, assumptions, exclusions, value engineering and any other factors relevant to establishment of a GMP. Contractor shall review development of the GMP Proposal with Owner on an ongoing basis to address clarifications of scope and pricing, distribution of contingencies, schedule, assumptions, exclusions, and other matters relevant to the establishment of a GMP. 7.3 The GMP Proposal must include a written description of how it was derived that specifically identifies the clarifications and assumptions made by Contractor in the GMP and the monetary amounts attributable to them. The GMP Proposal shall include, without limitation, a breakdown of Contractor’s estimated General Conditions Costs and estimated Cost of the Work organized by trade and Masterformat 2004MasterFormat 2012; contingency amounts; the Construction Phase Fee; and the proposed Contract Time, including dates for Notice to Proceed, Substantial Completion and Final Completion. Notwithstanding the breakdown of Contractor’s estimated costs, there are no line item guaranteed maximum amounts except for general conditions. 7.4 The Guaranteed Maximum Price Proposal shall allow for reasonably expected changes and refinements in the Drawings and Specifications through completion of the Construction Documents, except for material changes in scope. 7.5 The GMP Proposal shall include a Contractor’s Contingency amount. 7.6 Included with its GMP Proposal, Contractor shall provide three complete, bound sets of the drawings, specifications, plans, sketches, instructions, requirements, materials, equipment specifications and other information or documents that fully describe the Project as developed at the time of the GMP Proposal and that are relevant to the establishment of the GMP. The bound supporting documents shall be referenced in and incorporated into the GMP Proposal. 7.7 The GMP Proposal and all supporting documents shall identify and describe all items, assumptions, costs, contingencies, schedules and other matters necessary and relevant for proper execution and completion of the Work and for establishment of the GMP. The GMP Proposal and the supporting documents are complementary and, in the event of an irreconcilable conflict between or among them, the interpretation that provides for the higher quality or quantity of material and/or workmanship shall prevail over all other interpretations. 7.8 In submitting the GMP Proposal, Contractor represents that it will provide every item, system or element of performance that is identified, shown or specified in the GMP Proposal or the supporting documents, along with those all necessary or ancillary materials that are reasonably inferable and equipment for their complete operating installation, unless specifically accepted in writing excepted by Owner. Upon Owner’s written acceptance of the GMP Proposal, Contractor shall not be entitled to any increase in the GMP due to the continued refinement of the Construction Documents or the absence or addition of any detail or specification that may be required in order to complete the construction of the Project as described in and reasonably inferable from the GMP Proposal or the supporting documents used to establish the GMP. Any costs that exceed the GMP shall be borne solely by the Design/Build Contractor without reimbursement by the Owner. Design/Build Contractor is responsible for all design, including incidental designing/detailing as required by the Specifications for shop drawing purposes, except for design provided by Owner’s independent Design Consultants, if any. 7.9 Prior to commencement of the Construction Phase Services and concurrently with submission of the Guaranteed Maximum Sum Proposal, the Design/Build Contractor shall submit for the Owner’s acceptance a schedule for the performance of Construction Phase Services as specified. The Construction Phase Schedule shall include reasonable periods of time for the Owner’s review and acceptance of design drawings and submissions and for approval of authorities having jurisdiction over the Project. Upon acceptance of a Guaranteed Maximum Sum Proposal by the Owner, the Construction Phase Schedule shall not be modified except for good cause as approved by the Owner at the Owner’s sole option and discretion. 7.10 The GMP Proposal shall adopt and incorporate all of the terms and conditions of this Agreement and all attachments to this Agreement. Any proposed deviation from the terms and conditions of this Agreement must be clearly and conspicuously identified to Owner in writing and specifically accepted in writing by Owner. In the event of a conflict between any term of the GMP Proposal that was not clearly and conspicuously identified and approved by Owner and the terms of this Agreement and its attachments, the terms of the this Agreement and its attachments shall control. 7.10 7.11 Owner may accept or reject the Guaranteed Maximum Price Proposal or attempt to negotiate its terms with Contractor. Upon acceptance by Owner of the GMP Proposal in writing, both parties shall execute the GMP Proposal which shall become part of this Agreement. If Owner rejects the GMP Proposal or the parties are unable or unwilling to agree on a GMP, Owner may terminate this Agreement. 7.11 7.12 Following Owner’s acceptance of the GMP Proposal, Contractor shall continue to monitor the development of the Construction Documents so that, when complete, the Construction Documents adequately incorporate and resolve all qualifications, assumptions, clarifications, exclusions and value engineering issues identified in the GMP Proposal. During the Construction Documents stage, Contractor and A/E shall jointly deliver a monthly written status report to Owner describing the progress on the incorporation of all qualifications, assumptions, clarifications, exclusions, value engineering issues and all other matters relevant to the establishment of the GMP into the Construction Documents. 7.12 7.13 Contractor shall be entitled to an equitable adjustment of the GMP if it is required to pay or bear the burden of any new federal, state, or local tax, or any rate increase of an existing tax, except taxes on income, adopted through statute, court decision, written ruling, or regulation taking effect after acceptance of the GMP Proposal. This equitable adjustment does not apply to tax increases borne solely by Subcontractors. 7.13 7.14 The parties may agree to convert the GMP to a lump sum contract amount at any time after Contractor has received bids or proposals from trade Contractors contractors or Subcontractors for the performance of all major elements of the Project. In proposing a lump sum amount, Contractor shall consider the buyout savings, any unused contingency amounts and the trade package contracts that have not been finalized. In preparing a lump sum conversion proposal, Contractor must provide the following information: 7.13.1 7.14.1 The stage of completion of the Project; 7.13.2 7.14.2 The trade packages that have been completely bought out; 7.13.3 7.14.3 The trade packages remaining that have not been bought out; 7.13.4 7.14.4 A complete line item breakdown of the calculations used to establish a lump sum amount based on the GMP Schedule of Values; 7.13.5 7.14.5 An accounting of all savings amounts that are to be returned to Owner as part of the lump sum calculation; and 7.13.6 7.14.6 Any other Project information requested by Owner. 7.14 7.15 Contractor shall document the actual Cost of the Project at buyout as compared to the Guaranteed Maximum Price Proposal and shall report this information to Owner monthly and with Contractor’s recommendation for selection of a bid/proposal for each subcontracting package. 7.15 Notwithstanding anything to the contrary herein, Contractor shall have no liability for delay or liquidated damages if the parties are unable to reach an agreement on the GMP.

GUARANTEED MAXIMUM PRICE PROPOSAL. 7.1 At the conclusion of the Design Development phase the Contractor shall prepare and submit a Guaranteed Maximum Price Proposal to Owner City based on the Design Development phase documents and review comments. The GMP Proposal shall be delivered to the Owner City within three (3) weeks of the Design Development review meeting or a date established by the OwnerCity. The GMP Proposal must be prepared in accordance with the guidelines established by Owner City and delivered in the format specified by Owner City in Exhibit “E” attached to this Agreement. OwnerCity, at its sole option and discretion, may specify different requirements for the GMP Proposal. Contractor shall not withdraw its Guaranteed Maximum Price Proposal for ninety (90) days following submission to OwnerCity. 7.2 In developing the GMP Proposal, Contractor shall coordinate efforts with A/E to identify qualifications, clarifications, assumptions, exclusions, value engineering and any other factors relevant to establishment of a GMP. Contractor shall review development of the GMP Proposal with Owner City on an ongoing basis to address clarifications of scope and pricing, distribution of contingencies, schedule, assumptions, exclusions, and other matters relevant to the establishment of a GMP. 7.3 The GMP Proposal must include a written description of how it was derived that specifically identifies the clarifications and assumptions made by Contractor in the GMP and the monetary amounts attributable to them. The GMP Proposal shall include, without limitation, a breakdown of Contractor’s estimated General Conditions Costs and estimated Cost of the Work organized by trade and Masterformat MasterFormat 2004; contingency amounts; the Construction Phase Fee; and the proposed Contract Time, including dates for Notice to Proceed, Substantial Completion and Final Completion. Notwithstanding the breakdown of Contractor’s estimated costs, there are no line item guaranteed maximum amounts except for general conditions. 7.4 The Guaranteed Maximum Price Proposal shall allow for reasonably expected changes and refinements in the Drawings and Specifications through completion of the Construction Documents, except for material changes in scope. 7.5 The GMP Proposal shall include a Contractor’s Contingency amountamount as defined in Section 11.3. 7.6 Included with its GMP Proposal, Contractor shall provide three complete, bound sets of the drawings, specifications, plans, sketches, instructions, requirements, materials, equipment specifications and other information or documents that fully describe the Project as developed at the time of the GMP Proposal and that are relevant to the establishment of the GMP. The bound supporting documents shall be referenced in and incorporated into the GMP Proposal. 7.7 The GMP Proposal and all supporting documents shall identify and describe all items, assumptions, costs, contingencies, schedules and other matters necessary and relevant for proper execution and completion of the Work and for establishment of the GMP. The GMP Proposal and the supporting documents are complementary and, in the event of an irreconcilable conflict between or among them, the interpretation that provides for the higher quality or quantity of material and/or workmanship shall prevail over all other interpretations. 7.8 In submitting the GMP Proposal, Contractor represents that it will provide every item, system or element of performance that is identified, shown or specified in the GMP Proposal or the supporting documents, along with those all necessary or ancillary materials that are reasonably inferable and equipment for their complete operating installation, unless specifically accepted in writing excepted by OwnerCity. Upon OwnerCity’s written acceptance of the GMP Proposal, Contractor shall not be entitled to any increase in the GMP due to the continued refinement of the Construction Documents or the absence or addition of any detail or specification that may be required in order to complete the construction of the Project as described in and reasonably inferable from the GMP Proposal or the supporting documents used to establish the GMP. Any costs that exceed the GMP shall be borne solely by the Design/Build Contractor without reimbursement by the City. Design/Build Contractor is responsible for all design, including incidental designing/detailing as required by the Specifications for shop drawing purposes, except for design provided by City’s independent Design Consultants, if any. 7.9 Prior to commencement of the Construction Phase Services and concurrently with submission of the Guaranteed Maximum Sum Proposal, the Design/Build Contractor shall submit for the City’s acceptance a schedule for the performance of Construction Phase Services as specified. The Construction Phase Schedule shall include reasonable periods of time for the City’s review and acceptance of design drawings and submissions and for approval of authorities having jurisdiction over the Project. Upon acceptance of a Guaranteed Maximum Sum Proposal by the City, the Construction Phase Schedule shall not be modified except for good cause as approved by the City at the City’s sole option and discretion. 7.10 The GMP Proposal shall adopt and incorporate all of the terms and conditions of this Agreement and all attachments to this Agreement. Any proposed deviation from the terms and conditions of this Agreement must be clearly and conspicuously identified to Owner City in writing and specifically accepted in writing by OwnerCity. In the event of a conflict between any term of the GMP Proposal that was not clearly and conspicuously identified and approved by Owner City and the terms of this Agreement and its attachments, the terms of the this Agreement and its attachments shall control. 7.10 Owner 7.11 City may accept or reject the Guaranteed Maximum Price Proposal or attempt to negotiate its terms with Contractor. Upon acceptance by Owner City of the GMP Proposal in writing, both parties shall execute the GMP Proposal which shall become part of this Agreement. If Owner City rejects the GMP Proposal or the parties are unable or unwilling to agree on a GMP, Owner City may terminate this Agreement. 7.11 7.12 Following OwnerCity’s acceptance of the GMP Proposal, Contractor shall continue to monitor the development of the Construction Documents so that, when complete, the Construction Documents adequately incorporate and resolve all qualifications, assumptions, clarifications, exclusions and value engineering issues identified in the GMP Proposal. During the Construction Documents stage, Contractor and A/E shall jointly deliver a monthly written status report to Owner City describing the progress on the incorporation of all qualifications, assumptions, clarifications, exclusions, value engineering issues and all other matters relevant to the establishment of the GMP into the Construction Documents. 7.12 7.13 Contractor shall be entitled to an equitable adjustment of the GMP if it is required to pay or bear the burden of any new federal, state, or local tax, or any rate increase of an existing tax, except taxes on income, adopted through statute, court decision, written ruling, or regulation taking effect after acceptance of the GMP Proposal. This equitable adjustment does not apply to tax increases borne solely by Subcontractors. 7.13 7.14 The parties may agree to convert the GMP to a lump sum contract amount at any time after Contractor has received bids or proposals from trade Contractors contractors or Subcontractors for the performance of all major elements of the Project. In proposing a lump sum amount, Contractor shall consider the buyout savings, any unused contingency amounts and the trade package contracts that have not been finalized. In preparing a lump sum conversion proposal, Contractor must provide the following information: 7.13.1 7.14.1 The stage of completion of the Project; 7.13.2 7.14.2 The trade packages that have been completely bought out; 7.13.3 7.14.3 The trade packages remaining that have not been bought out; 7.13.4 7.14.4 A complete line item breakdown of the calculations used to establish a lump sum amount based on the GMP Schedule of Values; 7.13.5 7.14.5 An accounting of all savings amounts that are to be returned to Owner City as part of the lump sum calculation; and 7.13.6 7.14.6 Any other Project information requested by OwnerCity. 7.14 7.15 Contractor shall document the actual Cost of the Project at buyout as compared to the Guaranteed Maximum Price Proposal and shall report this information to Owner City monthly and with Contractor’s recommendation for selection of a bid/proposal for each subcontracting package. 7.15 Notwithstanding anything to the contrary herein, Contractor shall have no liability for delay or liquidated damages if the parties are unable to reach an agreement on the GMP.

GUARANTEED MAXIMUM PRICE PROPOSAL. 7.1 At When the conclusion Parties agree that the design of the Design Development phase the Contractor Project is sufficiently developed and documented to allow detailed pricing of its construction, Construction Manager shall prepare and submit a Guaranteed Maximum Price (“GMP”) Proposal to Owner based on the Design Development phase documents and review comments. The GMP shall be delivered to the Owner within three (3) weeks of the Design Development review meeting or a date established by the Owner. The GMP Proposal must be prepared in accordance with the guidelines established by Owner and delivered in the format specified by Owner in the attached Exhibit “E” attached to this Agreement. D. Owner, at its sole option and discretion, may specify different requirements for the GMP Proposal. Contractor Construction Manager shall not withdraw its Guaranteed Maximum Price Proposal for ninety (90) days following submission to the Owner. 7.2 In developing the GMP Proposal, Contractor the Construction Manager shall coordinate efforts with A/E the Project Architect to identify qualifications, clarifications, assumptions, exclusions, value engineering and any other factors relevant to establishment of a GMP. Contractor The Construction Manager shall review development of the GMP Proposal with the Owner on an ongoing basis to address clarifications of scope and pricing, distribution of contingencies, schedule, assumptions, exclusions, and other matters relevant to the establishment of a GMP. 7.3 The GMP Proposal must include a written description of how it was derived that specifically identifies the clarifications and assumptions made by Contractor the Construction Manager in the GMP and the monetary amounts attributable to them. The GMP Proposal shall include, without limitation, a breakdown of ContractorConstruction Manager’s estimated General Conditions Costs and estimated Cost Costs of the Work organized by trade and Masterformat 2004trade; contingency amounts; the Construction Phase Fee; and the proposed Contract Time, including dates for Notice to Proceed, Substantial Completion and Final Completion. Notwithstanding the breakdown of Contractor’s estimated costs, there are no line item guaranteed maximum amounts except for general conditions. 7.4 The Guaranteed Maximum Price Proposal shall allow for reasonably expected changes and refinements in the Drawings and Specifications through completion of the Construction Documents, except for material changes in scope. 7.5 The GMP Proposal shall include a Contractor’s Contingency amount. 7.6 Included with its GMP Proposal, Contractor shall provide three complete, bound sets of the drawings, specifications, plans, sketches, instructions, requirements, materials, equipment specifications and other information or documents that fully describe the Project as developed at the time of the GMP Proposal and that are relevant to the establishment of the GMP. The bound supporting documents shall be referenced in and incorporated into the GMP Proposal. 7.7 The GMP Proposal and all supporting documents shall identify and describe all items, assumptions, costs, contingencies, schedules and other matters necessary and relevant for proper execution and completion of the Work and for establishment of the GMP. The GMP Proposal and the supporting documents are complementary and, in the event of an irreconcilable conflict between or among them, the interpretation that provides for the higher quality or quantity of material and/or workmanship shall prevail over all other interpretations. 7.8 In submitting the GMP Proposal, Contractor represents that it will provide every item, system or element of performance that is identified, shown or specified in the GMP Proposal or the supporting documents, along with those necessary or ancillary materials that are reasonably inferable and equipment for their complete operating installation, unless specifically accepted in writing by Owner. Upon Owner’s written acceptance of the GMP Proposal, Contractor shall not be entitled to any increase in the GMP due to the continued refinement of the Construction Documents or the absence or addition of any detail or specification that may be required in order to complete the construction of the Project as described in and reasonably inferable from the GMP Proposal or the supporting documents used to establish the GMP. 7.9 The GMP Proposal shall adopt and incorporate all of the terms and conditions of this Agreement and all attachments to this Agreement. Any proposed deviation from the terms and conditions of this Agreement must be clearly and conspicuously identified to Owner in writing and specifically accepted in writing by Owner. In the event of a conflict between any term of the GMP Proposal that was not clearly and conspicuously identified and approved by Owner and the terms of this Agreement and its attachments, the terms of the Agreement and its attachments shall control. 7.10 Owner may accept or reject the Guaranteed Maximum Price Proposal or attempt to negotiate its terms with Contractor. Upon acceptance by Owner of the GMP Proposal in writing, both parties shall execute the GMP Proposal which shall become part of this Agreement. If Owner rejects the GMP Proposal or the parties are unable or unwilling to agree on a GMP, Owner may terminate this Agreement. 7.11 Following Owner’s acceptance of the GMP Proposal, Contractor shall continue to monitor the development of the Construction Documents so that, when complete, the Construction Documents adequately incorporate and resolve all qualifications, assumptions, clarifications, exclusions and value engineering issues identified in the GMP Proposal. During the Construction Documents stage, Contractor and A/E shall jointly deliver a monthly written status report to Owner describing the progress on the incorporation of all qualifications, assumptions, clarifications, exclusions, value engineering issues and all other matters relevant to the establishment of the GMP into the Construction Documents. 7.12 Contractor shall be entitled to an equitable adjustment of the GMP if it is required to pay or bear the burden of any new federal, state, or local tax, or any rate increase of an existing tax, except taxes on income, adopted through statute, court decision, written ruling, or regulation taking effect after acceptance of the GMP Proposal. This equitable adjustment does not apply to tax increases borne solely by Subcontractors. 7.13 The parties may agree to convert the GMP to a lump sum contract amount at any time after Contractor has received bids or proposals from trade Contractors or Subcontractors for the performance of all major elements of the Project. In proposing a lump sum amount, Contractor shall consider the buyout savings, any unused contingency amounts and the trade package contracts that have not been finalized. In preparing a lump sum conversion proposal, Contractor must provide the following information: 7.13.1 The stage of completion of the Project; 7.13.2 The trade packages that have been completely bought out; 7.13.3 The trade packages remaining that have not been bought out; 7.13.4 A complete line item breakdown of the calculations used to establish a lump sum amount based on the GMP Schedule of Values; 7.13.5 An accounting of all savings amounts that are to be returned to Owner as part of the lump sum calculation; and 7.13.6 Any other Project information requested by Owner. 7.14 Contractor shall document the actual Cost of the Project at buyout as compared to the Guaranteed Maximum Price Proposal and shall report this information to Owner monthly and with Contractor’s recommendation for selection of a bid/proposal for each subcontracting package. 7.15 Notwithstanding anything to the contrary herein, Contractor shall have no liability for delay or liquidated damages if the parties are unable to reach an agreement on the GMP.

GUARANTEED MAXIMUM PRICE PROPOSAL. 7.1 At When the conclusion Parties agree that the design of the Design Development phase the Contractor Project is sufficiently developed and documented to allow detailed pricing of its construction, Construction Manager shall prepare and submit a Guaranteed Maximum Price (“GMP”) Proposal to Owner based on the Design Development phase documents and review comments. The GMP shall be delivered to the Owner within three (3) weeks of the Design Development review meeting or a date established by the Owner. The GMP Proposal must be prepared in accordance with the guidelines established by Owner and delivered in the format specified by Owner in Exhibit “E” the attached to this Agreementexhibits. Owner, at its sole option and discretion, may specify different requirements for the GMP Proposal. Contractor Construction Manager shall not withdraw its Guaranteed Maximum Price Proposal for ninety (90) days following submission to the Owner. 7.2 . In developing the GMP Proposal, Contractor the Construction Manager shall coordinate efforts with A/E the Project Architect to identify qualifications, clarifications, assumptions, exclusions, value engineering and any other factors relevant to establishment of a GMP. Contractor The Construction Manager shall review development of the GMP Proposal with the Owner on an ongoing basis to address clarifications of scope and pricing, distribution of contingencies, schedule, assumptions, exclusions, and other matters relevant to the establishment of a GMP. 7.3 . The GMP Proposal must include a written description of how it was derived that specifically identifies the clarifications and assumptions made by Contractor the Construction Manager in the GMP and the monetary amounts attributable to them. The GMP Proposal shall include, without limitation, a breakdown of ContractorConstruction Manager’s estimated General Conditions Costs and estimated Cost Costs of the Work organized by trade and Masterformat 2004trade; contingency amounts; the Construction Phase Fee; and the proposed Contract Time, including dates for Notice to Proceed, Substantial Completion and Final Completion. Notwithstanding the breakdown of Contractor’s estimated costs, there are no line item guaranteed maximum amounts except for general conditions. 7.4 The Guaranteed Maximum Price Proposal shall allow for reasonably expected changes and refinements in the Drawings and Specifications through completion of the Construction Documents, except for material changes in scope. 7.5 . The GMP Proposal shall may include a ContractorConstruction Manager’s Contingency amount. 7.6 amount as allowed under Cost of the Work. Included with its GMP Proposal, Contractor Construction Manager shall provide three two complete, bound sets of the drawings, specifications, plans, sketches, instructions, requirements, materials, equipment specifications and other information or documents that fully describe the Project as developed at the time of the GMP Proposal and that are relevant to the establishment of the GMP. The bound supporting documents shall be referenced in and incorporated into the GMP Proposal. 7.7 . The GMP Proposal and all supporting documents shall identify and describe all items, assumptions, costs, contingencies, schedules and other matters necessary and relevant for proper execution and completion of the Work and for establishment of the GMPGuaranteed Maximum Price. The GMP Proposal and the supporting documents are complementary and, in the event of an irreconcilable conflict between or among them, the interpretation that provides for the higher quality or quantity of material and/or workmanship shall prevail over all other interpretations. 7.8 . In submitting the GMP Proposal, Contractor the Construction Manager represents that it will provide every item, system or element of performance Work that is identified, shown or specified in the GMP Proposal or the supporting documents, along with those all necessary or ancillary materials that are reasonably inferable and equipment for their complete operating installation, unless specifically accepted in writing excepted by the Owner. Upon Owner’s written acceptance of the GMP Proposal, Contractor the Construction Manager shall not be entitled to any increase in the GMP Guaranteed Maximum Price due to the continued refinement of the Construction Documents or the absence or addition of any detail or specification that may be required in order to complete the construction of the Project as described in and reasonably inferable from the GMP Proposal or the supporting documents used to establish the GMP. 7.9 . The GMP Proposal shall adopt and incorporate all of the terms and conditions of this Agreement and all attachments to this Agreement. Any proposed deviation from the terms and conditions of this Agreement must be clearly and conspicuously identified to the Owner in writing and specifically accepted in writing by the Owner. In the event of a conflict between any term of the GMP Proposal that was not clearly and conspicuously identified and approved by the Owner and the terms of this Agreement and its attachments, the terms of the Agreement and its attachments shall control. 7.10 . Owner may accept or reject the Guaranteed Maximum Price Proposal or attempt to negotiate its terms with ContractorConstruction Manager. Upon acceptance by the Owner of the GMP Proposal in writing, both parties shall execute the GMP Proposal which and the terms of the GMP Proposal, including the Guaranteed Maximum Price and the supporting documents, shall become part of this Agreementthe Contract between the Owner and the Construction Manager. If the Owner rejects the GMP Proposal or the parties are unable or unwilling to agree on a GMP, the Owner may terminate this Agreement. 7.11 . Following Owner’s Owner acceptance of the GMP Proposal, Contractor Construction Manager shall continue to monitor the development of the Construction Documents so that, when complete, the Construction Documents adequately incorporate and resolve all qualifications, assumptions, clarifications, exclusions and value engineering issues identified in the GMP Proposal. During the Construction Documents stage, Contractor the Construction Manager and A/E the Project Architect shall jointly deliver a monthly written status report to the Owner describing the progress on the incorporation of all qualifications, assumptions, clarifications, exclusions, value engineering issues and all other matters relevant to the establishment of the GMP into the Construction Documents. 7.12 Contractor . The Construction Manager shall be entitled to an equitable adjustment of the GMP if it is required to pay or bear the burden of any new federal, state, or local tax, or any rate increase of an existing tax, except taxes on income, adopted through statute, court decision, written ruling, or regulation taking effect after acceptance of the GMP Proposal. This equitable adjustment does not apply to tax increases borne solely by Subcontractors. 7.13 . The parties Parties may agree to convert the GMP to a lump sum contract amount at any time after Contractor the Construction Manager has received bids or proposals from trade Contractors contractors or Subcontractors for the performance of all major elements of the ProjectWork. In proposing a lump sum amount, Contractor the Construction Manager shall consider the buyout savings, any unused contingency amounts and the trade package contracts that have not been finalized. In preparing a lump sum conversion proposal, the General Contractor must provide the following information: 7.13.1 : The stage of completion of the Project; 7.13.2 ; The trade packages that have been completely bought out; 7.13.3 ; The trade packages remaining that have not been bought out; 7.13.4 ; A complete line item breakdown of the calculations used to establish a lump sum amount based on the GMP Schedule of Values; 7.13.5 ; An accounting of all savings amounts that are to be returned to the Owner as part of the lump sum calculation; and 7.13.6 and Any other Project information requested by the Owner. 7.14 Contractor . The Construction Manager shall document the actual Cost of the Project Work at buyout as compared to the Guaranteed Maximum Price Proposal proposal and shall report this information to the Owner at least monthly and with ContractorConstruction Manager’s recommendation for selection of a bid/proposal for each subcontracting package. 7.15 Notwithstanding anything to the contrary herein, Contractor shall have no liability for delay or liquidated damages if the parties are unable to reach an agreement on the GMP.