Common use of Guaranteed Maximum Price (GMP Clause in Contracts

Guaranteed Maximum Price (GMP. 5.1.1 As part of its Pre-Construction Phase Services described in Exhibit 1 hereto, the Construction Manager will be asked to prepare a Construction Management Plan including a GMP Proposal for the Work and a Construction Schedule based on the GMP Pricing Documents. If the Construction Management Plan is acceptable to the Authority and Team, which decision shall be in their sole discretion, then the Construction Manager’s Construction Management Plan shall be added to this Construction Services Agreement as a Contract Revision in the form of a completed Exhibit 3 hereto. The Authority may require that the GMP be separated into two or more separate sums and be tracked separately throughout the course of the Work. 5.1.1.1 The GMP shall include an aggregate line item for Construction Manager’s General Conditions which shall itself be a Guaranteed Maximum Price for that line item (the “General Conditions GMP” or “GCGMP”). Construction Manager will not apply for payment for any Cost of the Work that it incurs in excess of the GCGMP or be entitled to any increase in the GCGMP except for reasons that would entitle Construction Manager to a Contract Revision under this Construction Services Agreement increasing the GMP; provided, however, that the GCGMP will not increase if the GMP increases to $740,000,000 as long as the increase in the Cost of the Work causing such increase in the GMP is for Work performed contiguous to or within the Stadium Site including pedestrian connections to the Stadium and any build-out of site offices for the Authority and Team and a potential marketing center for the Team in a nearby building (“Contiguous Work”), but not including Work at the TCF Bank Stadium at the University of Minnesota or for parking garages that are not integral to the Stadium. The Construction Manager will charge for General Conditions for non-Contiguous Work up to the said GMP limit of $740,000,000 at its incremental additional actual cost of General Conditions pursuant to Article 8 hereof not to exceed a total of eight and one half percent (8.5%) of the Cost of the Work and with no additional Fee for General Conditions. The amount of the GCGMP shall be Thirty Eight Million Four Hundred Twenty Thousand Five Hundred and Twenty Three Dollars ($38,420,523), covering all items identified in Exhibit 14 (and any qualifications or modifications contained in said Exhibit 14 shall take precedence over any other contrary language in this Subparaghraph 5.1.1). 5.1.1.2 If and when appropriate and as approved by the Authority and Team consistent with the Act, the Construction Manager may be allowed to perform a portion of the Work with its own forces as provided pursuant to Exhibit 6 hereof, in which case the Construction Manager will provide either an agreed upon lump sum price (“Self Performed Lump Sum” or “SPLS”) or a Guaranteed Maximum Price for that line item (the “Self Performed GMP” or “SPGMP”). Construction Manager will not apply for payment for any Cost of the Work that it incurs in excess of the SPLS or SPGMP or be entitled to any increase in the SPLS or SPGMP except for the same reasons that would otherwise entitle Construction Manager to a Contract Revision under this Construction Services Agreement increasing the GMP.

Guaranteed Maximum Price (GMP. 5.1.1 As part Proposal - When the Design Documents, as generally defined by a design document listing to be provided by the Architect-Engineer and Construction Manager upon execution of its Pre-Construction Phase Services described this Agreement for use as a guide in Exhibit 1 heretodeveloping the specifications and plan data necessary to establish a Guaranteed Maximum Price, are sufficiently complete to establish the scope of work for the Project or any portion thereof, or at such time thereafter designated by the Owner, the Construction Manager will be asked to prepare a Construction Management Plan including a GMP Proposal establish and submit in writing for the Work and a Construction Schedule based on the GMP Pricing Documents. If the Construction Management Plan is acceptable to the Authority and TeamOwner’s approval, which decision shall be in their sole discretion, then the Construction Manager’s Construction Management Plan shall be added to this Construction Services Agreement as a Contract Revision in the form of a completed Exhibit 3 hereto. The Authority may require that the GMP be separated into two or more separate sums and be tracked separately throughout the course of the Work. 5.1.1.1 The GMP shall include an aggregate line item for Construction Manager’s General Conditions which shall itself be a Guaranteed Maximum Price (“GMP”) or Partial GMP, guaranteeing the maximum price to the Owner, for that line item the construction cost of the Project as a whole (the “General Conditions GMP” ) or “GCGMP”designated part thereof (Partial GMP). Construction Manager Such GMP, or Partial GMP, as applicable, will not apply be subject to modification for payment changes in the Project as provided in Article 10. However, the actual price paid for any Cost the work by the Owner shall be the lesser of (1) the GMP (or Partial GMP where appropriate); or (2) the sum of the Work that it incurs in excess of following: the GCGMP or be entitled to any increase in the GCGMP except for reasons that would entitle Construction Manager to a Contract Revision under this Construction Services Agreement increasing the GMP; provided, however, that the GCGMP will not increase if the GMP increases to $740,000,000 as long as the increase in the Cost of the Work causing such increase in the GMP is for Work performed contiguous to or within the Stadium Site including pedestrian connections to the Stadium and any build-out of site offices for the Authority and Team and a potential marketing center for the Team in a nearby building (“Contiguous Work”), but not including Work at the TCF Bank Stadium at the University of Minnesota or for parking garages that are not integral to the Stadium. The Construction Manager will charge for General Conditions for non-Contiguous Work up to the said GMP limit of $740,000,000 at its incremental additional actual cost of General Conditions pursuant to all subcontracts, supply contracts, direct labor costs, direct supervision costs, and direct job costs as defined under Article 8 hereof not to exceed a total of eight and one half percent (8.5%) 9 necessary for the completion of the Cost Project or applicable part thereof in the case of the Work a Partial GMP, and with no additional Fee for General Conditions. The amount of the GCGMP shall be Thirty Eight Million Four Hundred Twenty Thousand Five Hundred and Twenty Three Dollars ($38,420,523), covering all items identified in Exhibit 14 (and any qualifications or modifications contained in said Exhibit 14 shall take precedence over any other contrary language in this Subparaghraph 5.1.1). 5.1.1.2 If and when appropriate and as approved by the Authority and Team consistent with the Act, the Construction Manager may be allowed to perform a portion of the Work with its own forces as provided pursuant to Exhibit 6 hereof, in which case the Construction Manager will provide either an agreed upon lump sum price (“Self Performed Lump Sum” or “SPLS”) or a Guaranteed Maximum Price for that line item (the “Self Performed GMP” or “SPGMP”)Manager's compensation under Article 8. Construction Manager will not apply for payment for any Cost of the Work that it incurs in excess of the SPLS or SPGMP or be entitled to any increase in the SPLS or SPGMP except for the same reasons that would otherwise entitle Construction Manager to a Contract Revision under this Construction Services Agreement increasing the GMPOWNER 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. 5.1.1 As part of its Pre-Construction Phase Services described in Exhibit 1 heretoProposal (a) When the Owner determines that the drawings and specifications are 100% complete, the CM shall provide a GMP Proposal. (b) The GMP Proposal shall include the CM Fee and represent the sum total of all costs associated with completing the Work. The GMP Proposal shall also include an itemized statement of CM’s General Conditions expenses for the Project, which, once agreed to by Owner shall be specifically included within the GMP Amendment. The CM’s General Conditions expenses are to be paid as the Work progresses with each Application for Payment based on percentage of completion of Work. The itemized statements shall be in form and substance and with such detail as may be required by Owner. General Conditions expenses shall each be line items in the Schedule of Values to be included within the GMP Amendment. (c) The GMP Proposal shall also include a proposed Construction Manager will Schedule, as defined herein, which, once approved, shall be asked attached to prepare the GMP Amendment. (d) If the Owner determines the drawings and specifications are not 100% complete and a Construction Management Plan including a GMP is required to maintain the Project Schedule, the CM shall provide line items within the GMP Proposal for further development of drawings and specifications by the Work A/E, which shall not include changes in scope, systems, materials or equipment. (e) The GMP Proposal shall include a written statement thoroughly explaining the foundation on which the GMP is based including, but not limited to the following: (1) A complete list of all drawings and specifications used to prepare the GMP; (2) All addenda and changes in conditions of the Agreement used to prepare the GMP; (3) A complete list of Owner provided allowances and a Construction Schedule based on statement explaining the CM’s understanding of their use; (4) The proposed date of an Owner-approved Substantial Completion; and (5) A detailed list of assumptions, exclusions, allowances and clarifications that were made in preparing the GMP. (f) The CM shall meet with the Project Director and A/E to review the contents of GMP Proposal. The Owner and A/E shall identify, in writing, all discrepancies in the GMP Pricing DocumentsProposal and provide same to CM. If After receiving the Construction Management Plan is acceptable list of discrepancies, the CM shall make the appropriate adjustments to the Authority GMP Proposal for submission to the Owner and Teamthe A/E. (g) The CM shall not incur any reimbursable Construction Costs, which decision shall be as outlined in their sole discretionArticle 6, then prior to the Construction ManagerOwner’s Construction Management Plan shall be added to this Construction Services Agreement as a Contract Revision in acceptance of the form CM’s GMP Proposal and issuance of a completed Exhibit 3 hereto. The Authority may require that Notice to Proceed. (h) Upon the Owner’s acceptance of the GMP be separated into two or more separate sums Proposal, the GMP will become an Amendment to the Agreement (“GMP Amendment”) and be tracked separately throughout establish the course Agreement’s GMP, Contract Time, and liquidated damages for incorporated phases of the Workwork. 5.1.1.1 (i) The GMP shall include an aggregate line item for Construction Manager’s General Conditions which shall itself be a Guaranteed Maximum Price for that line item (only those taxes enacted at the “General Conditions GMP” or “GCGMP”). Construction Manager will not apply for payment for any Cost of the Work that it incurs in excess of the GCGMP or be entitled to any increase in the GCGMP except for reasons that would entitle Construction Manager to a Contract Revision under this Construction Services Agreement increasing the GMP; provided, however, that the GCGMP will not increase if the GMP increases to $740,000,000 as long as the increase in the Cost of the Work causing such increase in time the GMP is for Work performed contiguous to or within the Stadium Site including pedestrian connections to the Stadium and any build-out of site offices for the Authority and Team and a potential marketing center for the Team in a nearby building (“Contiguous Work”), but not including Work at the TCF Bank Stadium at the University of Minnesota or for parking garages that are not integral to the Stadium. The Construction Manager will charge for General Conditions for non-Contiguous Work up to the said GMP limit of $740,000,000 at its incremental additional actual cost of General Conditions pursuant to Article 8 hereof not to exceed a total of eight and one half percent (8.5%) of the Cost of the Work and with no additional Fee for General Conditions. The amount of the GCGMP shall be Thirty Eight Million Four Hundred Twenty Thousand Five Hundred and Twenty Three Dollars ($38,420,523), covering all items identified in Exhibit 14 (and any qualifications or modifications contained in said Exhibit 14 shall take precedence over any other contrary language in this Subparaghraph 5.1.1)established. 5.1.1.2 (j) If and when appropriate and as approved by the Authority and Team consistent with GMP exceeds the ActOwner’s Construction Services Budget, the Construction Manager may be allowed to perform a portion terms of the Work with its own forces as provided pursuant to Exhibit 6 hereof, in which case the Construction Manager will provide either an agreed upon lump sum price (“Self Performed Lump Sum” or “SPLS”Sections 2.1.2.5(e)(2) or a Guaranteed Maximum Price for that line item (the “Self Performed GMP” or “SPGMP”). Construction Manager will not apply for payment for any Cost of the Work that it incurs in excess of the SPLS or SPGMP or be entitled to any increase in the SPLS or SPGMP except for the same reasons that would otherwise entitle Construction Manager to a Contract Revision under this Construction Services Agreement increasing the GMPand 2.1.2.5(f) shall apply.

Guaranteed Maximum Price (GMP. 5.1.1 As part Proposal - When the Design Documents, as generally defined by a design document listing to be provided by the Architect-Engineer and Construction Manager upon execution of its Pre-Construction Phase Services described this Agreement for use as a guide in Exhibit 1 heretodeveloping the specifications and plan data necessary to establish a Guaranteed Maximum Price, are sufficiently complete to establish the scope of work for the Project or any portion thereof, or at such time thereafter designated by the Owner, the Construction Manager will be asked to prepare a Construction Management Plan including a GMP Proposal establish and submit in writing for the Work and a Construction Schedule based on the GMP Pricing Documents. If the Construction Management Plan is acceptable to the Authority and TeamOwner’s approval, which decision shall be in their sole discretion, then the Construction Manager’s Construction Management Plan shall be added to this Construction Services Agreement as a Contract Revision in the form of a completed Exhibit 3 hereto. The Authority may require that the GMP be separated into two or more separate sums and be tracked separately throughout the course of the Work. 5.1.1.1 The GMP shall include an aggregate line item for Construction Manager’s General Conditions which shall itself be a Guaranteed Maximum Price (“GMP”) or Partial GMP, guaranteeing the maximum price to the Owner, for that line item the construction cost of the Project as a whole (the “General Conditions GMP” ) or “GCGMP”designated part thereof (Partial GMP). Construction Manager Such GMP, or Partial GMP, as applicable, will not apply be subject to modification for payment changes in the Project as provided in Article 10. However, the actual price paid for any Cost the work by the Owner shall be the lesser of (1) the GMP (or Partial GMP where appropriate); or (2) the sum of the Work that it incurs in excess of following: the GCGMP or be entitled to any increase in the GCGMP except for reasons that would entitle Construction Manager to a Contract Revision under this Construction Services Agreement increasing the GMP; provided, however, that the GCGMP will not increase if the GMP increases to $740,000,000 as long as the increase in the Cost of the Work causing such increase in the GMP is for Work performed contiguous to or within the Stadium Site including pedestrian connections to the Stadium and any build-out of site offices for the Authority and Team and a potential marketing center for the Team in a nearby building (“Contiguous Work”), but not including Work at the TCF Bank Stadium at the University of Minnesota or for parking garages that are not integral to the Stadium. The Construction Manager will charge for General Conditions for non-Contiguous Work up to the said GMP limit of $740,000,000 at its incremental additional actual cost of General Conditions pursuant to all subcontracts, supply contracts, direct labor costs, direct supervision costs, and direct job costs as defined under Article 8 hereof not to exceed a total of eight and one half percent (8.5%) 9 necessary for the completion of the Cost Project or applicable part thereof in the case of the Work a Partial GMP, and with no additional Fee for General Conditions. The amount of the GCGMP shall be Thirty Eight Million Four Hundred Twenty Thousand Five Hundred and Twenty Three Dollars ($38,420,523), covering all items identified in Exhibit 14 (and any qualifications or modifications contained in said Exhibit 14 shall take precedence over any other contrary language in this Subparaghraph 5.1.1). 5.1.1.2 If and when appropriate and as approved by the Authority and Team consistent with the Act, the Construction Manager may be allowed to perform Manager's compensation under Article 8. If a portion of the Work with its own forces as provided pursuant to Partial GMP is needed, see Exhibit 6 hereof, in which case the Construction Manager will provide either an agreed upon lump sum price (“Self Performed Lump Sum” or “SPLS”) or a Guaranteed Maximum Price for that line item (the “Self Performed GMP” or “SPGMP”)D. OWNER SHALL NOT BE LIABLE FOR NOR SHALL IT PAY CONSTRUCTION MANAGER ANY SUMS IN EXCESS OF THE GUARANTEED MAXIMUM PRICE. Construction Manager will not apply for payment for any Cost of the Work that it incurs in excess of the SPLS or SPGMP or be entitled to any increase in the SPLS or SPGMP except for the same reasons that would otherwise entitle Construction Manager to a Contract Revision under this Construction Services Agreement increasing the GMPCONSTRUCTION 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. 5.1.1 As part Proposal - When the Design Documents, as generally defined by a design document listing to be provided by the Architect-Engineer and Construction Manager upon execution of its Pre-Construction Phase Services described this Agreement for use as a guide in Exhibit 1 heretodeveloping the specifications and plan data necessary to establish a Guaranteed Maximum Price, are sufficiently complete to establish the scope of work for the Project or any portion thereof, or at such time thereafter designated by the Owner, the Construction Manager will be asked to prepare a Construction Management Plan including a GMP Proposal establish and submit in writing for the Work and a Construction Schedule based on the GMP Pricing Documents. If the Construction Management Plan is acceptable to the Authority and TeamOwner’s approval, which decision shall be in their sole discretion, then the Construction Manager’s Construction Management Plan shall be added to this Construction Services Agreement as a Contract Revision in the form of a completed Exhibit 3 hereto. The Authority may require that the GMP be separated into two or more separate sums and be tracked separately throughout the course of the Work. 5.1.1.1 The GMP shall include an aggregate line item for Construction Manager’s General Conditions which shall itself be a Guaranteed Maximum Price (“GMP”) or Partial GMP, guaranteeing the maximum price to the Owner, for that line item the construction cost of the Project as a whole (the “General Conditions GMP” ) or “GCGMP”designated part thereof (Partial GMP). Construction Manager Such GMP, or Partial GMP, as applicable, will not apply be subject to modification for payment changes in the Project as provided in Article 10. However, the actual price paid for any Cost the work by the Owner shall be the lesser of (1) the GMP (or Partial GMP where appropriate); or (2) the sum of the Work that it incurs in excess of following: the GCGMP or be entitled to any increase in the GCGMP except for reasons that would entitle Construction Manager to a Contract Revision under this Construction Services Agreement increasing the GMP; provided, however, that the GCGMP will not increase if the GMP increases to $740,000,000 as long as the increase in the Cost of the Work causing such increase in the GMP is for Work performed contiguous to or within the Stadium Site including pedestrian connections to the Stadium and any build-out of site offices for the Authority and Team and a potential marketing center for the Team in a nearby building (“Contiguous Work”), but not including Work at the TCF Bank Stadium at the University of Minnesota or for parking garages that are not integral to the Stadium. The Construction Manager will charge for General Conditions for non-Contiguous Work up to the said GMP limit of $740,000,000 at its incremental additional actual cost of General Conditions pursuant to all subcontracts, supply contracts, direct labor costs, direct supervision costs, and direct job costs as defined under Article 8 hereof not to exceed a total of eight and one half percent (8.5%) 9 necessary for the completion of the Cost Project or applicable part thereof in the case of a Partial GMP, and the Construction Manager's compensation under Article 8. If a Partial GMP is needed, see Exhibit D. This Partial GMP, including cost of the Work and with no additional Fee for General Conditions. The work, in the amount of the GCGMP shall be Thirty Eight Million Four Hundred Twenty Thousand Five Hundred $ n/a has been reviewed and Twenty Three Dollars ($38,420,523), covering all items identified in Exhibit 14 (and any qualifications or modifications contained in said Exhibit 14 shall take precedence over any other contrary language in this Subparaghraph 5.1.1)approved. OWNER 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. 5.1.1.2 If and when appropriate and as approved by the Authority and Team consistent with the Act, the Construction Manager may be allowed to perform a portion of the Work with its own forces as provided pursuant to Exhibit 6 hereof, in which case the Construction Manager will provide either an agreed upon lump sum price (“Self Performed Lump Sum” or “SPLS”) or a Guaranteed Maximum Price for that line item (the “Self Performed GMP” or “SPGMP”). Construction Manager will not apply for payment for any Cost of the Work that it incurs in excess of the SPLS or SPGMP or be entitled to any increase in the SPLS or SPGMP except for the same reasons that would otherwise entitle Construction Manager to a Contract Revision under this Construction Services Agreement increasing the GMP.