Exhibit 10.2 Amendment No. 11



 





Exhibit 10.2




GMP Amendment Number 11




     This Separate GMP Amendment is executed this 13th day of April, 2007, by Gaylord
National, LLC (“Owner”) and Perini Tompkins Joint Venture (“Construction Manager”) pursuant to the
Agreement dated May 9, 2005 (“Agreement”) executed by the parties for the performance by the
Construction Manager of certain construction work and construction management services for the
Gaylord National Harbor Resort and Convention Center Project (“the Project”) as identified therein,




	 	1.	 	Pursuant to the Agreement, Construction Manager hereby agrees that the
Guaranteed Maximum Price (“GMP”) for the Work to be performed on the Project (including
all Work under this GMP Amendment Number 11 and all Work previously authorized pursuant
to GMP Amendments shall be $536,181,691 and that the GMP is accounted as follows: (a)
the Preconstruction Services equals $350,000, (b) the Construction Manager’s Lump Sum
General Conditions equals $23,573,680, (c) the Cost of the Work equals $484,716,405,
(d) the Construction Manager’s Fee equals $16,135,361, (e) Contingency equals
$11,099,534, (f) Insurance equals $56,154, and (g) the Mock-up Room cost of Work equals
$250,557.
	 
	 	2.	 	For the purposes of this GMP Amendment Number 11, “Phase Two” shall be defined
as the five hundred room seven-story addition to the Project with 28,000 square feet of
meeting space plus support area. The parking garage has been expanded in Phase II to
accommodate the additional parking required.
	 
	 	3.	 	Reference Article 5 Contract Sum of the Agreement and relevant Paragraphs and
subparagraphs:






The first subparagraph only of Paragraph 5.1 is hereby deleted and replaced with the
following:




5.1 The Owner shall pay the Construction Manager in current funds
for the Construction Manager’s performance of the Contract, the Contract Sum
consisting of the Cost of the Work as defined in Article 7, the Fixed General
Conditions established in Section 5.2.1.2 and the Construction Manager’s Fee.
The Construction Manager’s Fee shall be calculated as a product of the fee
percentage of three and one quarter percent (3.25%) and the Fee Adjusted Cost
of the Work. The Fee Adjusted Cost of Work is defined as the Cost of the Work
as defined in Article 7 minus $30,000,000. The Construction Manager’s Fee
shall not exceed Twenty-One Million Five Hundred Twenty-Five Thousand Eight
Hundred Sixty Dollars ($21,525,860). The Construction Manager’s Fee shall be
the Construction Manager’s sole compensation for its profit, home office
services and supervision, overhead and for any and all other costs or expenses
incurred in connection with the performance of the Work, except for items
specifically included in the Cost of the Work and Fixed General Conditions.
There shall be no increase in the Construction Manager’s Fee
by reason of any increase in the Cost of the Work affected by Change Order
or Change Directive or by a claim of Construction Manage following the
establishment of the contract price in each GMP Amendment or separate GMP
Amendment except as specifically agreed in this GMP Amendment Number 11.



 









 






	 	 	 	The provisions of Article 5 are not otherwise altered by Paragraph 3 of
GMP Amendment Number 11.
	 
	 	4.	 	Reference Article 5 Contract Sum of the Agreement and relevant Paragraphs
subparagraphs:
	 
	 	 	 	In consideration of the work to be performed under Phase Two, the Fixed General
Conditions, as more fully defined and described in subparagraph 5.2.1.2 of the
Agreement, are hereby increased to a lump sum amount of $23,573,680. This lump sum
amount includes all Fixed General Conditions for the Work at the Project. The
provisions of subparagraphs 5.2.1.2 of the Agreement remains in full force and
effect and are not otherwise amended by the increase in the Fixed General Conditions
facilitated by this GMP Amendment Number 11.





	 	 	 	 	 	 	 	 	 	 	 
	OWNER	 	 	 	CONSTRUCTION MANAGER	 	 
	GAYLORD NATIONAL, LLC	 	 	 	PERINI TOMPKINS JOINT VENTURE	 	 
	By:

	 	Gaylord Hotels, Inc. sole member	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By: 



	 	/s/ David C. Kloeppel
 

Name: David C. Kloeppel
	 	 
	 	By:


	 	/s/ Mark Makary
 

Name: Mark Makary
	 	 
	

	 	Title:   EVP
	 	 	 	
	 	Title:   Principal in Charge