Common use of GUARANTEED MAXIMUM PRICE (GMP) PROPOSAL Clause in Contracts

GUARANTEED MAXIMUM PRICE (GMP) PROPOSAL. 3.5.1 Within 45 days after 100% Construction Documents, and prior to performance of Construction Services (unless otherwise directed by Owner in writing), Construction Manager shall prepare and deliver to Owner, with a copy to Professional, the GMP proposal (or, if required, multiple GMP proposals). Proposals will be presented to and reviewed with (i) a recital of the specific Construction Documents, including drawings, specifications, and all addenda thereto, used in preparation of the GMP proposal; (ii) the following five (5) elements of the GMP: a. Guaranteed maximum Cost of the Work, detailed by each subcontract, trade, or bid division and including copies of all bids, take-off quantities, quotes, and prices; b. Construction Manager’s contingency for the Work (“Contingency”); c. Guaranteed maximum Construction Manager’s Staffing Cost (hereinafter defined), detailed by expense category; d. Guaranteed maximum General Conditions Cost (hereinafter defined), including bond and insurance costs, detailed by expense category; and e. Guaranteed maximum for Construction Manager’s Overhead and Fee (hereinafter defined). (iii) a detailed schedule of values; (iv) a description of all other inclusions to, or exclusions from, the GMP; (v) all assumptions and clarifications; (vi) a construction schedule (including the dates for achieving Architect’s Substantial Completion and Final Completion of the Work) in the form required by the Contract Documents (the “Construction Schedule”); and (vii) a list of allowances, if any, and a statement of their basis. All of Construction Manager’s books, records and files, with respect to its development of the GMP proposal, shall be open to Owner for review and copying. 3.5.2 Construction Manager acknowledges that the Construction Documents may be incomplete at the time Construction Manager delivers the GMP proposal, and that the Construction Documents may not be completed until after commencement of the Work. Nevertheless, the GMP proposal shall include all costs for the Work required by the completed Construction Documents, and if the GMP proposal is accepted by Owner, Construction Manager shall be entitled to no increase in the GMP if the Work required by the completed Construction Documents (a) is required by the Contract for Construction, (b) is reasonably inferable from the incomplete Construction Documents, (c) is consistent with Owner’s programmatic goals and objectives, (d) is consistent with the “UCF Design, 3.5.3 If the GMP proposal is unacceptable to Owner, Owner shall promptly notify Construction Manager in writing. Within fourteen (14) days of such notification, Owner, Professional and Construction Manager shall meet to discuss and resolve any differences, inconsistencies, or misunderstandings and to negotiate recommended adjustments to the Work or to the GMP, or to both. 3.5.4 Owner may, at its sole discretion and based upon its sole judgment, (a) indicate its acceptance of a GMP proposal; (b) reject a GMP proposal; (c) terminate the Project; or (d) proceed to construct the Project using a party or parties other than Construction Manager. 3.5.5 In the event Construction Manager and Owner fail to reach an agreement on the GMP for any reason(s) other than the GMP coming in above the Owner’s approved budget, as set forth in Section 3.4.18, Owner may elect to terminate this Agreement. In the event of any such termination, Construction Manager shall be entitled to receive compensation for the Pre-Construction Services earned through the date of termination plus that portion of any earned compensation associated with any construction phase services provided, to the extent such services were expressly approved in advance and in writing by Owner; but Construction Manager shall not be entitled to any further or additional compensation from Owner, including damages or lost profits on portions of the Work not performed. If Owner rejects a GMP proposal and terminates this Agreement, neither Party shall have any further obligation under the Contract for Construction, except for those obligations that by their terms survive the expiration or termination of this Agreement.

GUARANTEED MAXIMUM PRICE (GMP) PROPOSAL. 3.5.1 Within 45 days after 100% Construction Documents, and prior to performance of Construction Services (unless otherwise directed by Owner in writing), Construction Manager shall prepare and deliver to Owner, with a copy to Professional, the GMP proposal (or, if required, multiple GMP proposals). Proposals will be presented to and reviewed withwith the Owner at an in-person meeting. Construction Manager shall, at a minimum, include in the GMP proposal(s): (i) a recital of the specific Construction Documents, including drawings, specifications, and all addenda thereto, used in preparation of the GMP proposal; (ii) the following five (5) elements of the GMP: a. Guaranteed maximum Cost of the Work, detailed by each subcontract, trade, or bid division and including copies of all bids, take-off quantities, quotes, and prices; b. Construction Manager’s contingency for the Work (“Contingency”); c. Guaranteed maximum Construction Manager’s Staffing Cost (hereinafter defined), detailed by expense category; d. Guaranteed maximum General Conditions Cost (hereinafter defined), including bond and insurance costs, detailed by expense category; and e. Guaranteed maximum for Construction Manager’s Overhead and Fee (hereinafter defined). (iii) a detailed schedule of values; (iv) a description of all other inclusions to, or exclusions from, the GMP; (v) all assumptions and clarifications; (vi) a construction schedule (including the dates for achieving Architect’s Substantial Completion and Final Completion of the Work) in the form required by the Contract Documents (the “Construction Schedule”); and (vii) a list of allowances, if any, and a statement of their basis. All of Construction Manager’s books, records and files, with respect to its development of the GMP proposal, shall be open to Owner for review and copying. 3.5.2 Construction Manager acknowledges that the Construction Documents may be incomplete at the time Construction Manager delivers the GMP proposal, and that the Construction Documents may not be completed until after commencement of the Work. Nevertheless, the GMP proposal shall include all costs for the Work required by the completed Construction Documents, and if the GMP proposal is accepted by Owner, Construction Manager shall be entitled to no increase in the GMP if the Work required by the completed Construction Documents (a) is required by the Contract for Construction, (b) is reasonably inferable from the incomplete Construction Documents, (c) is consistent with Owner’s programmatic goals and objectives, (d) is consistent with the “UCF Design,, Construction, and Renovation Standards” and the general industry standards for completion of the Work, (e) is not a substantial enlargement of the scope of Work, or (f) substantially conforms to the nature, type, kind of quality of Work depicted in the incomplete Construction Documents. 3.5.3 If the GMP proposal is unacceptable to Owner, Owner shall promptly notify Construction Manager in writing. Within fourteen (14) days of such notification, Owner, Professional and Construction Manager shall meet to discuss and resolve any differences, inconsistencies, or misunderstandings and to negotiate recommended adjustments to the Work or to the GMP, or to both. 3.5.4 Owner may, at its sole discretion and based upon its sole judgment, (a) indicate its acceptance of a GMP proposal; (b) reject a GMP proposal; (c) terminate the Project; or (d) proceed to construct the Project using a party or parties other than Construction Manager. 3.5.5 In the event Construction Manager and Owner fail to reach an agreement on the GMP for any reason(s) other than the GMP coming in above the Owner’s approved budget, as set forth in Section 3.4.183.4.19, Owner may elect to terminate this Agreement. In the event of any such termination, Construction Manager shall be entitled to receive compensation for the Pre-Construction Services earned through the date of termination plus that portion of any earned compensation associated with any construction phase services provided, to the extent such services were expressly approved in advance and in writing by Owner; but Construction Manager shall not be entitled to any further or additional compensation from Owner, including damages or lost profits on portions of the Work not performed. If Owner rejects a GMP proposal and terminates this Agreement, neither Party shall have any further obligation under the Contract for Construction, except for those obligations that by their terms survive the expiration or termination of this Agreement. 3.5.6 If Owner accepts a GMP proposal, Owner shall issue an amendment to this Agreement setting forth the GMP (the “GMP Amendment”) and a written “Notice to Proceed (Construction Phase)” to Construction Manager establishing the date construction is to commence (the “Commencement Date”). No portion of the Work, with respect to the construction phase to be provided hereunder, shall be performed prior to the construction phase Commencement Date, unless expressly approved in advance by Owner in writing, and Construction Manager shall not expend any monies for construction prior to receipt of such Notice to Proceed without the written approval of Owner and any monies so expended in violation of this requirement shall be at Construction Manager’s sole expense and Owner shall have no obligation or responsibility therefor. The total period of time beginning with the construction phase Commencement Date and ending on the date of Final Completion of the Work is referred to hereafter as the “Contract Time”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urther, upon Owner’s acceptance of the GMP, Construction Manager guarantees that: (i) the sum of (a) the actual Cost of the Work, (b) Construction Manager’s Contingency, (c) Construction Manager’s Staffing Costs, (d) General Conditions Cost, and (e) Construction Manager’s Overhead and Fee, shall not exceed the amount set forth in the agreed upon GMP therefor. All costs or expenses that would cause this sum to exceed the GMP shall be borne by Construction Manager unless adjusted by Owner approved Change Order. (ii) the actual Cost of the Work, Construction Manager’s Staffing Costs, General Conditions Cost and Construction Manager’s Overhead and Fee shall not exceed the guaranteed maximum for each such category set forth in the GMP and that all costs or expenses that would cause any of these individual categories to exceed the guaranteed maximum for each such category in the agreed upon GMP shall be borne by Construction Manager unless adjusted by Owner approved Change Order. (iii) all unit costs supporting the GMP are accurate, complete and current at the time of negotiations; and any other unit costs that may be furnished to Owner in the future to support any additional amounts that may be authorized will also be accurate and complete. Payments to Construction Manager shall be reduced if Owner determines such amounts were originally included due to materially inaccurate, incomplete, or non-current unit costs. (iv) to the extent the accepted GMP includes Construction Manager Contingency, use of such Contingency shall only be expended by Construction Manager pursuant to Owner approved Construction Contingency Justification Form, as more particularly described in Subsection 5.2.7 below. 3.5.8 Construction Manager shall include in the GMP all sales, consumer, use and similar taxes for the Work provided by Construction Manager that are legally enacted, whether or not yet effective, at the time the GMP Amendment is executed.

GUARANTEED MAXIMUM PRICE (GMP) PROPOSAL. 3.5.1 Within 45 days after 100% Construction When the Design Documents, and prior as generally defined by a design document listing to performance of Construction Services (unless otherwise directed by Owner in writing), Construction Manager shall prepare and deliver to Owner, with a copy to Professional, the GMP proposal (or, if required, multiple GMP proposals). Proposals will be presented to and reviewed with (i) a recital of the specific Construction Documents, including drawings, specifications, and all addenda thereto, used in preparation of the GMP proposal; (ii) the following five (5) elements of the GMP: a. Guaranteed maximum Cost of the Work, detailed by each subcontract, trade, or bid division and including copies of all bids, take-off quantities, quotes, and prices; b. Construction Manager’s contingency for the Work (“Contingency”); c. Guaranteed maximum Construction Manager’s Staffing Cost (hereinafter defined), detailed by expense category; d. Guaranteed maximum General Conditions Cost (hereinafter defined), including bond and insurance costs, detailed by expense category; and e. Guaranteed maximum for Construction Manager’s Overhead and Fee (hereinafter defined). (iii) a detailed schedule of values; (iv) a description of all other inclusions to, or exclusions from, the GMP; (v) all assumptions and clarifications; (vi) a construction schedule (including the dates for achieving Architect’s Substantial Completion and Final Completion of the Work) in the form required provided by the Contract Documents (the “Construction Schedule”); and (vii) a list of allowances, if any, and a statement of their basis. All of Construction Manager’s books, records and files, with respect to its development of the GMP proposal, shall be open to Owner for review and copying. 3.5.2 Construction Manager acknowledges that the Construction Documents may be incomplete at the time Construction Manager delivers the GMP proposal, and that the Construction Documents may not be completed until after commencement of the Work. Nevertheless, the GMP proposal shall include all costs for the Work required by the completed Construction Documents, and if the GMP proposal is accepted by Owner, Construction Manager shall be entitled to no increase in the GMP if the Work required by the completed Construction Documents (a) is required by the Contract for Construction, (b) is reasonably inferable from the incomplete Construction Documents, (c) is consistent with Owner’s programmatic goals and objectives, (d) is consistent with the “UCF Design, 3.5.3 If the GMP proposal is unacceptable to Owner, Owner shall promptly notify Construction Manager in writing. Within fourteen (14) days of such notification, Owner, Professional Architect-Engineer and Construction Manager shall meet upon execution of this Agreement for use as a guide in developing the specifications and plan data necessary to discuss and resolve establish a Guaranteed Maximum Price, are sufficiently complete to establish the scope of work for the Project or any differences, inconsistenciesportion thereof, or misunderstandings at such time thereafter designated by the Owner, the Construction Manager will establish and to negotiate recommended adjustments submit in writing for the Owner’s approval, a Guaranteed Maximum Price (“GMP”) or Partial GMP, guaranteeing the maximum price to the Work Owner, for the construction cost of the Project as a whole (GMP) or to the designated part thereof (Partial GMP). Such GMP, or Partial GMP, as applicable, will be subject to both. 3.5.4 modification for changes in the Project as provided in Article 10. However, the actual price paid for the work by the Owner may, at its sole discretion and based upon its sole judgment, shall be the lesser of (a1) indicate its acceptance of a the GMP proposal; (b) reject a or Partial GMP proposal; (c) terminate the Projectwhere appropriate); or (d2) proceed to construct the sum of the following: the actual cost of all subcontracts, supply contracts, direct labor costs, direct supervision costs, and direct job costs as defined under Article 9 necessary for the completion of the Project using or applicable part thereof in the case of a party or parties other than Partial GMP, and the Construction Manager. 3.5.5 In the event Construction Manager and Owner fail to reach an agreement on the 's compensation under Article 8. If a Partial GMP for any reason(s) other than the GMP coming in above the Owner’s approved budgetis needed, as set forth in Section 3.4.18, Owner may elect to terminate this Agreement. In the event of any such termination, Construction Manager shall be entitled to receive compensation for the Pre-Construction Services earned through the date of termination plus that portion of any earned compensation associated with any construction phase services provided, to the extent such services were expressly approved in advance and in writing by Owner; but Construction Manager shall not be entitled to any further or additional compensation from Ownersee Exhibit D. This Partial GMP, including damages or lost profits on portions cost of the Work not performedwork, in the amount of $ N/A has been reviewed and approved. If Owner rejects a GMP proposal and terminates this Agreement, neither Party shall have any further obligation under the Contract for Construction, except for those obligations that by their terms survive the expiration or termination of this AgreementOWNER SHALL NOT BE LIABLE FOR NOR SHALL IT PAY CONSTRUCTION MANAGER ANY SUMS IN EXCESS OF THE GUARANTEED MAXIMUM PRICE. CONSTRUCTION MANAGER SHALL PAY ALL SUMS IN EXCESS OF THE GUARANTEED MAXIMUM PRICE WITHOUT REIMBURSEMENT FROM THE OWNER. CONSTRUCTION MANAGER AGREES THAT ANY AND ALL SAVINGS BELONG AND/OR REVERT BACK TO THE OWNER.

GUARANTEED MAXIMUM PRICE (GMP) PROPOSAL. 3.5.1 3.6.1 Within 45 days after 100% Construction Documentsthe timeframe set forth in the project documents for each specific project, and prior to performance of Construction Services (unless otherwise directed by Owner in writing), Construction Manager shall prepare and deliver to Owner, with a copy to Professional, the GMP proposal (or, if required, multiple GMP proposals). Proposals will be presented to and reviewed withwith the Owner at an in-person meeting. Construction Manager shall, at a minimum, include in the GMP proposal(s): (i) a recital of the specific Construction Documents, including drawings, specifications, and all addenda thereto, used in preparation of the GMP proposal; (ii) the following five (5) elements of the GMP: a. Guaranteed maximum Cost of the Work, detailed by each subcontract, trade, or bid division and including copies of all bids, take-off quantities, quotes, and prices; b. Construction Manager’s contingency for the Work (“Contingency”); c. Guaranteed maximum Construction Manager’s Staffing Cost (hereinafter defined), detailed by expense category; d. Guaranteed maximum General Conditions Cost (hereinafter defined), including bond and insurance costs, detailed by expense category; and e. Guaranteed maximum for Construction Manager’s Overhead and Fee (hereinafter defined). (iii) a detailed schedule of values; (iv) a description of all other inclusions to, or exclusions from, the GMP; (v) all assumptions and clarifications; (vi) a construction schedule (including the dates for achieving Architect’s Substantial Completion and Final Completion of the Work) in the form required by the Contract Documents (the “Construction Schedule”); and (vii) a list of allowances, if any, and a statement of their basis. All of Construction Manager’s books, records and files, with respect to its development of the GMP proposal, shall be open to Owner for review and copying. 3.5.2 3.6.2 Construction Manager acknowledges that the Construction Documents may be incomplete at the time Construction Manager delivers the GMP proposal, and that the Construction Documents may not be completed until after commencement of the Work. Nevertheless, the GMP proposal shall include all costs for the Work required by the completed Construction Documents, and if the GMP proposal is accepted by Owner, Construction Manager shall be entitled to no increase in the GMP if the Work required by the completed Construction Documents (a) is required by the Contract for Construction, (b) is reasonably inferable from the incomplete Construction Documents, (c) is consistent with Owner’s programmatic goals and objectives, (d) is consistent with the “UCF Design, 3.5.3 If the GMP proposal is unacceptable to Owner, Owner shall promptly notify Construction Manager in writing. Within fourteen (14) days of such notification, Owner, Professional and Construction Manager shall meet to discuss and resolve any differences, inconsistencies, or misunderstandings and to negotiate recommended adjustments to the Work or to the GMP, or to both. 3.5.4 Owner may, at its sole discretion and based upon its sole judgment, (a) indicate its acceptance of a GMP proposal; (b) reject a GMP proposal; (c) terminate the Project; or (d) proceed to construct the Project using a party or parties other than Construction Manager. 3.5.5 In the event Construction Manager and Owner fail to reach an agreement on the GMP for any reason(s) other than the GMP coming in above the Owner’s approved budget, as set forth in Section 3.4.18, Owner may elect to terminate this Agreement. In the event of any such termination, Construction Manager shall be entitled to receive compensation for the Pre-Construction Services earned through the date of termination plus that portion of any earned compensation associated with any construction phase services provided, to the extent such services were expressly approved in advance and in writing by Owner; but Construction Manager shall not be entitled to any further or additional compensation from Owner, including damages or lost profits on portions of the Work not performed. If Owner rejects a GMP proposal and terminates this Agreement, neither Party shall have any further obligation under the Contract for Construction, except for those obligations that by their terms survive the expiration or termination of this Agreement.

GUARANTEED MAXIMUM PRICE (GMP) PROPOSAL. 3.5.1 Within 45 days after 100% Construction Documents, and prior to performance of Construction Services (unless otherwise directed by Owner in writing), Construction Manager shall prepare and deliver to Owner, with a copy to Professional, the GMP proposal (or, if required, multiple GMP proposals). Proposals will be presented to and reviewed withwith the Owner at an in-person meeting. Construction Manager shall, at a minimum, include in the GMP proposal(s): (i) a recital of the specific Construction Documents, including drawings, specifications, and all addenda thereto, used in preparation of the GMP proposal; (ii) the following five (5) elements of the GMP: a. Guaranteed maximum Cost of the Work, detailed by each subcontract, trade, or bid division and including copies of all bids, take-off quantities, quotes, and prices; b. Construction Manager’s contingency for the Work (“Contingency”); c. Guaranteed maximum Construction Manager’s Staffing Cost (hereinafter defined), detailed by expense category; d. Guaranteed maximum General Conditions Cost (hereinafter defined), including bond and insurance costs, detailed by expense category; and e. Guaranteed maximum for Construction Manager’s Overhead and Fee (hereinafter defined). (iii) a detailed schedule of values; (iv) a description of all other inclusions to, or exclusions from, the GMP; (v) all assumptions and clarifications; (vi) a construction schedule (including the dates for achieving Architect’s Substantial Completion and Final Completion of the Work) in the form required by the Contract Documents (the “Construction Schedule”); and (vii) a list of allowances, if any, and a statement of their basis. All of Construction Manager’s books, records and files, with respect to its development of the GMP proposal, shall be open to Owner for review and copying. 3.5.2 Construction Manager acknowledges that the Construction Documents may be incomplete at the time Construction Manager delivers the GMP proposal, and that the Construction Documents may not be completed until after commencement of the Work. Nevertheless, the GMP proposal shall include all costs for the Work required by the completed Construction Documents, and if the GMP proposal is accepted by Owner, Construction Manager shall be entitled to no increase in the GMP if the Work required by the completed Construction Documents (a) is required by the Contract for Construction, (b) is reasonably inferable from the incomplete Construction Documents, (c) is consistent with Owner’s programmatic goals and objectives, (d) is consistent with the “UCF Design,, Construction, and Renovation Standards” and the general industry standards for completion of the Work, (e) is not a substantial enlargement of the scope of Work, or (f) substantially conforms to the nature, type, kind of quality of Work depicted in the incomplete Construction Documents. 3.5.3 If the GMP proposal is unacceptable to Owner, Owner shall promptly notify Construction Manager in writing. Within fourteen (14) days of such notification, Owner, Professional and Construction Manager shall meet to discuss and resolve any differences, inconsistencies, or misunderstandings and to negotiate recommended adjustments to the Work or to the GMP, or to both. 3.5.4 Owner may, at its sole discretion and based upon its sole judgment, (a) indicate its acceptance of a GMP proposal; (b) reject a GMP proposal; (c) terminate the Project; or (d) proceed to construct the Project using a party or parties other than Construction Manager. 3.5.5 In the event Construction Manager and Owner fail to reach an agreement on the GMP for any reason(s) other than the GMP coming in above the Owner’s approved budget, as set forth in Section 3.4.183.4.19, Owner may elect to terminate this Agreement. In the event of any such termination, Construction Manager shall be entitled to receive compensation for the Pre-Construction Services earned through the date of termination plus that portion of any earned compensation associated with any construction phase services provided, to the extent such services were expressly approved in advance and in writing by Owner; but Construction Manager shall not be entitled to any further or additional compensation from Owner, including damages or lost profits on portions of the Work not performed. If Owner rejects a GMP proposal and terminates this Agreement, neither Party shall have any further obligation under the Contract for Construction, except for those obligations that by their terms survive the expiration or termination of this Agreement. 3.5.6 If Owner accepts a GMP proposal, Owner shall issue an amendment to this Agreement setting forth the GMP (the “GMP Amendment”) and a written “Notice to Proceed (Construction Phase)” to Construction Manager establishing the date construction is to commence (the “Commencement Date”). No portion of the Work, with respect to the construction phase to be provided hereunder, shall be performed prior to the construction phase Commencement Date, unless expressly approved in advance by Owner in writing, and Construction Manager shall not expend any monies for construction prior to receipt of such Notice to Proceed without the written approval of Owner and any monies so expended in violation of this requirement shall be at Construction Manager’s sole expense and Owner shall have no obligation or responsibility therefor. The total period of time beginning with the construction phase Commencement Date and ending on the date of Final Completion of the Work is referred to hereafter as the “Contract Time”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urther, upon Owner’s acceptance of the GMP, Construction Manager guarantees that: (i) the sum of (a) the actual Cost of the Work, (b) Construction Manager’s Contingency, (c) Construction Manager’s Staffing Costs, (d) General Conditions Cost, and (e) Construction Manager’s Overhead and Fee, shall not exceed the amount set forth in the agreed upon GMP therefor. All costs or expenses that would cause this sum to exceed the GMP shall be borne by Construction Manager unless adjusted by Owner approved Change Order. (ii) the actual Cost of the Work, Construction Manager’s Staffing Costs, General Conditions Cost and Construction Manager’s Overhead and Fee shall not exceed the guaranteed maximum for each such category set forth in the GMP and that all costs or expenses that would cause any of these individual categories to exceed the guaranteed maximum for each such category in the agreed upon GMP shall be borne by Construction Manager unless adjusted by Owner approved Change Order. (iii) all unit costs supporting the GMP are accurate, complete and current at the time of negotiations; and any other unit costs that may be furnished to Owner in the future to support any additional amounts that may be authorized will also be accurate and complete. Payments to Construction Manager shall be reduced if Owner determines such amounts were originally included due to materially inaccurate, incomplete, or non-current unit costs. (iv) to the extent the accepted GMP includes Construction Manager Contingency, use of such Contingency shall only be expended by Construction Manager pursuant to Owner approved Construction Contingency Justification Form, as more particularly described in Subsection 5.2.7 below. 3.5.8 Construction Manager shall include in the GMP all sales, consumer, use and similar taxes for the Work provided by Construction Manager that are legally enacted, whether or not yet effective, at the time the GMP Amendment is executed.

GUARANTEED MAXIMUM PRICE (GMP) PROPOSAL. 3.5.1 Within 45 days after 100% Construction Documents, and prior to performance of Construction Services (unless otherwise directed by Owner in writing), Construction Manager shall prepare and deliver to Owner, with a copy to Professional, the GMP proposal (or, if required, multiple GMP proposals). Proposals will be presented to and reviewed withwith the Owner at an in- person meeting. Construction Manager shall, at a minimum, include in the GMP proposal(s): (i) a recital of the specific Construction Documents, including drawings, specifications, and all addenda thereto, used in preparation of the GMP proposal; (ii) the following five (5) elements of the GMP: a. Guaranteed maximum Cost of the Work, detailed by each subcontract, trade, or bid division and including copies of all bids, take-off quantities, quotes, and prices; b. Construction Manager’s contingency for the Work (“Contingency”); c. Guaranteed maximum Construction Manager’s Staffing Cost (hereinafter defined), detailed by expense category; d. Guaranteed maximum General Conditions Cost (hereinafter defined), including bond and insurance costs, detailed by expense category; and e. Guaranteed maximum for Construction Manager’s Overhead and Fee (hereinafter defined). (iii) a detailed schedule of values; (iv) a description of all other inclusions to, or exclusions from, the GMP; (v) all assumptions and clarifications; (vi) a construction schedule (including the dates for achieving Architect’s Substantial Completion and Final Completion of the Work) in the form required by the Contract Documents (the “Construction Schedule”); and (vii) a list of allowances, if any, and a statement of their basis. All of Construction Manager’s books, records and files, with respect to its development of the GMP proposal, shall be open to Owner for review and copying. 3.5.2 Construction Manager acknowledges that the Construction Documents may be incomplete at the time Construction Manager delivers the GMP proposal, and that the Construction Documents may not be completed until after commencement of the Work. Nevertheless, the GMP proposal shall include all costs for the Work required by the completed Construction Documents, and if the GMP proposal is accepted by Owner, Construction Manager shall be entitled to no increase in the GMP if the Work required by the completed Construction Documents (a) is required by the Contract for Construction, (b) is reasonably inferable from the incomplete Construction Documents, (c) is consistent with Owner’s programmatic goals and objectives, (d) is consistent with the “UCF Design,, Construction, and Renovation Standards” and the general industry standards for completion of the Work, (e) is not a substantial enlargement of the scope of Work, or (f) substantially conforms to the nature, type, kind of quality of Work depicted in the incomplete Construction Documents. 3.5.3 If the GMP proposal is unacceptable to Owner, Owner shall promptly notify Construction Manager in writing. Within fourteen (14) days of such notification, Owner, Professional and Construction Manager shall meet to discuss and resolve any differences, inconsistencies, or misunderstandings and to negotiate recommended adjustments to the Work or to the GMP, or to both. 3.5.4 Owner may, at its sole discretion and based upon its sole judgment, (a) indicate its acceptance of a GMP proposal; (b) reject a GMP proposal; (c) terminate the Project; or (d) proceed to construct the Project using a party or parties other than Construction Manager. 3.5.5 In the event Construction Manager and Owner fail to reach an agreement on the GMP for any reason(s) other than the GMP coming in above the Owner’s approved budget, as set forth in Section 3.4.183.4.19, Owner may elect to terminate this Agreement. In the event of any such termination, Construction Manager shall be entitled to receive compensation for the Pre-Pre- Construction Services earned through the date of termination plus that portion of any earned compensation associated with any construction phase services provided, to the extent such services were expressly approved in advance and in writing by Owner; but Construction Manager shall not be entitled to any further or additional compensation from Owner, including damages or lost profits on portions of the Work not performed. If Owner rejects a GMP proposal and terminates this Agreement, neither Party shall have any further obligation under the Contract for Construction, except for those obligations that by their terms survive the expiration or termination of this Agreement. 3.5.6 If Owner accepts a GMP proposal, Owner shall issue an amendment to this Agreement setting forth the GMP (the “GMP Amendment”) and a written “Notice to Proceed (Construction Phase)” to Construction Manager establishing the date construction is to commence (the “Commencement Date”). No portion of the Work, with respect to the construction phase to be provided hereunder, shall be performed prior to the construction phase Commencement Date, unless expressly approved in advance by Owner in writing, and Construction Manager shall not expend any monies for construction prior to receipt of such Notice to Proceed without the written approval of Owner and any monies so expended in violation of this requirement shall be at Construction Manager’s sole expense and Owner shall have no obligation or responsibility therefor. The total period of time beginning with the construction phase Commencement Date and ending on the date of Final Completion of the Work is referred to hereafter as the “Contract Time”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urther, upon Owner’s acceptance of the GMP, Construction Manager guarantees that: (i) the sum of (a) the actual Cost of the Work, (b) Construction Manager’s Contingency, (c) Construction Manager’s Staffing Costs, (d) General Conditions Cost, and (e) Construction Manager’s Overhead and Fee, shall not exceed the amount set forth in the agreed upon GMP therefor. All costs or expenses that would cause this sum to exceed the GMP shall be borne by Construction Manager unless adjusted by Owner approved Change Order. (ii) the actual Cost of the Work, Construction Manager’s Staffing Costs, General Conditions Cost and Construction Manager’s Overhead and Fee shall not exceed the guaranteed maximum for each such category set forth in the GMP and that all costs or expenses that would cause any of these individual categories to exceed the guaranteed maximum for each such category in the agreed upon GMP shall be borne by Construction Manager unless adjusted by Owner approved Change Order. (iii) all unit costs supporting the GMP are accurate, complete and current at the time of negotiations; and any other unit costs that may be furnished to Owner in the future to support any additional amounts that may be authorized will also be accurate and complete. Payments to Construction Manager shall be reduced if Owner determines such amounts were originally included due to materially inaccurate, incomplete, or non-current unit costs. (iv) to the extent the accepted GMP includes Construction Manager Contingency, use of such Contingency shall only be expended by Construction Manager pursuant to Owner approved Construction Contingency Justification Form, as more particularly described in Subsection 5.2.7 below. 3.5.8 Construction Manager shall include in the GMP all sales, consumer, use and similar taxes for the Work provided by Construction Manager that are legally enacted, whether or not yet effective, at the time the GMP Amendment is executed.

GUARANTEED MAXIMUM PRICE (GMP) PROPOSAL. 3.5.1 Within 45 days after 100% Construction Documents, and prior to performance of Construction Services (unless otherwise directed by Owner in writing), Construction Manager shall prepare and deliver to Owner, with a copy to Professional, the GMP proposal (or, if required, multiple GMP proposals). Proposals will be presented to and reviewed withwith the Owner at an in-person meeting. Construction Manager shall, at a minimum, include in the GMP proposal(s): (i) a recital of the specific Construction Documents, including drawings, specifications, and all addenda thereto, used in preparation of the GMP proposal; (ii) the following five (5) elements of the GMP: a. Guaranteed maximum Cost of the Work, detailed by each subcontract, trade, or bid division and including copies of all bids, take-off quantities, quotes, and prices; b. Construction Manager’s contingency for the Work (“Contingency”); c. Guaranteed maximum Construction Manager’s Staffing Cost (hereinafter defined), detailed by expense category; d. Guaranteed maximum General Conditions Cost (hereinafter defined), including bond and insurance costs, detailed by expense category; and e. Guaranteed maximum for Construction Manager’s Overhead and Fee (hereinafter defined). (iii) a detailed schedule of values; (iv) a description of all other inclusions to, or exclusions from, the GMP; (v) all assumptions and clarifications; (vi) a construction schedule (including the dates for achieving Architect’s Substantial Completion and Final Completion of the Work) in the form required by the Contract Documents (the “Construction Schedule”); and (vii) a list of allowances, if any, and a statement of their basis. All of Construction Manager’s books, records and files, with respect to its development of the GMP proposal, shall be open to Owner for review and copying. 3.5.2 Construction Manager acknowledges that the Construction Documents may be incomplete at the time Construction Manager delivers the GMP proposal, and that the Construction Documents may not be completed until after commencement of the Work. Nevertheless, the GMP proposal shall include all costs for the Work required by the completed Construction Documents, and if the GMP proposal is accepted by Owner, Construction Manager shall be entitled to no increase in the GMP if the Work required by the completed Construction Documents (a) is required by the Contract for Construction, (b) is reasonably inferable from the incomplete Construction Documents, (c) is consistent with Owner’s programmatic goals and objectives, (d) is consistent with the “UCF Design,, Construction, and Renovation Standards” and the general industry standards for completion of the Work, (e) is not a substantial enlargement of the scope of Work, or (f) substantially conforms to the nature, type, kind of quality of Work depicted in the incomplete Construction Documents. 3.5.3 If the GMP proposal is unacceptable to Owner, Owner shall promptly notify Construction Manager in writing. Within fourteen (14) days of such notification, Owner, Professional and Construction Manager shall meet to discuss and resolve any differences, inconsistencies, or misunderstandings and to negotiate recommended adjustments to the Work or to the GMP, or to both. 3.5.4 Owner may, at its sole discretion and based upon its sole judgment, (a) indicate its acceptance of a GMP proposal; (b) reject a GMP proposal; (c) terminate the Project; or (d) proceed to construct the Project using a party or parties other than Construction Manager. 3.5.5 In the event Construction Manager and Owner fail to reach an agreement on the GMP for any reason(s) other than the GMP coming in above the Owner’s approved budget, as set forth in Section 3.4.18, Owner may elect to terminate this Agreement. In the event of any such termination, Construction Manager shall be entitled to receive compensation for the Pre-Construction Services earned through the date of termination plus that portion of any earned compensation associated with any construction phase services provided, to the extent such services were expressly approved in advance and in writing by Owner; but Construction Manager shall not be entitled to any further or additional compensation from Owner, including damages or lost profits on portions of the Work not performed. If Owner rejects a GMP proposal and terminates this Agreement, neither Party shall have any further obligation under the Contract for Construction, except for those obligations that by their terms survive the expiration or termination of this Agreement.