Exhibit 10.3 Amendment No. 12



 





Exhibit 10.3




GMP Amendment Number 12




     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 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 12 and all Work previously authorized pursuant
to GMP Amendments shall be $537,009,712 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 $24,459,680, (c) the Cost of the Work equals $484,716,405,
(d) the Construction Manager’s Fee equals $16,133,536 (e) Contingency equals
$11,099,534 and (f) the Mock-up Room Cost of Work equals $250,557.
	 
	 	2.	 	Dates of Substantial Completion for Phases One and Two






Notwithstanding anything in the Agreement or a previous GMP Amendment to the
contrary, the Phase One Date of Substantial Completion for both the Hotel
and Convention Center shall be February 29, 2008. All other requirements
necessary to achieve Substantial Completion under the Agreement and the GMP
Amendments remain in full force and effect.




Notwithstanding anything in the Agreement or a previous GMP Amendment to the
contrary, the Phase Two Date of Substantial Completion shall be March 23,
2008. All other requirements necessary to achieve Substantial Completion
under the Agreement and the GMP Amendments remain in full force and effect.




	 	3.	 	Excused Delay






The parties hereby agree that in reliance on establishing the Phase One and
Phase Two Substantial Completion Dates as February 29,2008 and March 23,
2008 respectively, Paragraph 4.4’s references to untimely issuance of
permits received as of the date of signing this Amendment as an Excused
Delay are obsolete. Therefore, the parties agree that effective as of the
date of this GMP Amendment Number 12, untimely issuance of these permits
already received shall not be a basis for an Excused Delay.



 









 






	 	4.	 	Incentives






The Agreement is hereby amended to include the following “Incentives,” which
are in addition to the Base Fee:




	 	a.	 	The Incentive Fee for the buy-out phase of the
Project shall remain as set forth in Paragraph 5.1 of the Agreement.
	 
	 	b.	 	Subject to the limitations set forth in
paragraph 4(e) of this GMP Amendment Number 12, the Construction
Manager shall be eligible for certain Completion Bonus payments if the
Construction Manager achieves Substantial Completion of the buildings
and beneficial occupancy of the areas noted by the corresponding dates
to earn the corresponding bonuses:





	 	 	 	 	 	 	 
	Hotel Phase I/Convention	 	 	 	 	 	 
	Center/Garage	 	 	 	 	 	 
	Owners beneficial Occupancy of the
Convention Center Exhibit Hall East of
Grid Line 7 suitable to stage FF&E and
Hotel Tower Building “C” Level 61 office
areas with egress per Exhibit A of this
Amendment.

	 	September 01, 2007
	 	$	200,000	 
	 
	 	 	 	 	 	 
	Owners beneficial Occupancy of the Data
Center for Owner construction access.

	 	July 29, 2007
	 	$	200,000	 
	 
	 	 	 	 	 	 
	Owners beneficial Occupancy of the
Employee Kitchen / Cafeteria

	 	September 29, 2007
	 	$	200,000	 
	 
	 	 	 	 	 	 
	First Block of 300 rooms available for
Owner FF&E installation

	 	July 29, 2007
	 	$	200,000	 
	 
	 	 	 	 	 	 
	Substantial Completion of the balance of
Phase One

	 	February 29, 2008
	 	$	200,000	 
	 
	 	 	 	 	 	 
	Phase Two
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Beneficial Occupancy of the first three
floors of rooms

	 	March 7, 2008
	 	$	150,000	 
	 
	 	 	 	 	 	 
	Beneficial Occupancy of the next three
floors of rooms

	 	March 14, 2008
	 	$	150,000	 
	 
	 	 	 	 	 	 
	Beneficial Occupancy of the Public and
Meeting Spaces

	 	February 29, 2008
	 	$	150,000	 
	 
	 	 	 	 	 	 
	Substantial Completion of the balance of
Phase Two

	 	March 23, 2008
	 	$	550,000	 






 









 







	 	c.	 	Employee Bonus
	 
	 	 	 	Subject to the limitations set forth in paragraph 4(e) of this GMP Amendment
Number 12, if the Construction Manager achieves Substantial Completion of
Phase One and Two by the dates described in paragraph 2 of this GMP
Amendment Number 12, the Construction Manager shall be entitled to the
following bonuses which will be paid to Perini/Tomkins.





	 	 	 	 	 
	Phase One
	 	$	300,000	 
	 
	 	 	 	 
	Phase Two
	 	$	300,000	 







	 	d.	 	Shared Savings
	 
	 	 	 	The parties have agreed to a Cost of Work Project Budget of $682,733,701. In
the event that the final Cost of the Work is less than the Project Budget,
such amount shall be considered Savings. The Construction Manager shall be
entitled to share in Savings that is determined to be Shared Savings as set
forth more particularly in this section. In reliance on this Project Budget,
if the final Cost of Work, less OCIP credits and unused allowances, is at
least $20,000,000 less than this Project Budget, hereinafter referred to as
the Bonus Target Budget, the Construction Manager shall be entitled to
savings of 25% of each dollar by which it underruns the Bonus Target Budget.
For purposes of calculating the Cost of Work as it applies to calculating
Shared Savings, OCIP credits and unused allowances shall not be included but
the Bonuses and Incentives described in this amendment shall be included as
costs. The following hypothetical illustrates how the Shared Savings is to
be calculated:
	 
	 	 	 	The first $20,000,000 of Savings exclusive of OCIP credits and unused
allowances from the Project Budget of $682,733,701 would be subject to the
following ratios:





	 	 	 	 	 
	Owner
	 	 	100	%
	Construction Manager
	 	 	0	%






All Savings Greater than $20,000,000 exclusive of OCIP credits and unused
allowances would be subject to the following ratios:



	 	 	 	 	 
	Owner
	 	 	75	%
	Construction Manager
	 	 	25	%







	 	 	 	Unused contingency shall not be considered as Savings in calculating the
“Shared Savings” for the project.




 









 






	 	 	 	An example of the Shared Savings using the current Budget of $682,733,701
would be as follows:





	 	 	 	 	 
	Example	 	 	 	 
	Current Budget
	 	$	682,733,701	 
	Less $20 Million
	 	$	20,000,000	 
	Less OCIP Credit (example)
	 	$	13,139,000	 
	Less unused Allowances (example)
	 	$	1,000,000	 
	 
	 	 	 	 
	Equals Bonus Target Budget (example)
	 	$	648,594,701	 
	 
	 	 	 	 
	Final audited Cost of the Work inclusive
of earned bonuses and incentives (example)
	 	$	640,000,000	 
	Less OCIP Credit & Unused Allowances
	 	$	14,139,000	 
	 
	 	 	 	 
	Equals Final Adjusted Cost of the Work
	 	$	625,861,000	 
	Declared Savings
	 	$	22,733,701	 
	Construction Manager’s Share of Declared Savings (25%)
	 	$	5,683,425	 







	 	e.	 	Limitations on Bonus Opportunities
	 
	 	 	 	For purposes of determining entitlement to the Bonuses set forth in
paragraphs 4(b) and 4(c) of this GMP Amendment Number 12: (1) February 29,
2008 for Phase I and March 23, 2008 for Phase II shall be dates certain and
shall not be extended by reason of any Excused Delays to which the
Construction Manager may be entitled under the Agreement; and (2) the
Construction Manager shall have no entitlement to any Bonuses for meeting
any interim milestones unless and until Phase One is Substantially Complete
by February 29, 2008 and Phase Two is Substantially Complete by March 23,
2008 and the total Cost of Work defined by Article 7 of the Agreement does
not exceed $717,000,000. Unless both Substantial Completion Dates are met
timely, as limited pursuant to this paragraph, no Bonuses of any type shall
be paid pursuant to paragraphs 4(b) and 4(c) of this GMP Amendment. Payment
of the incentives, Bonuses and Shared Savings described in paragraph 4a, b,
c & d shall be considered Cost of Work only for the purpose of determining
the limitations of this paragraph.
	 
	 	f.	 	Consolation Shared Savings Opportunity
	 
	 	 	 	The Construction Manager must meet both Substantial Completion Dates
established in paragraph 2 of this GMP Amendment, as limited by paragraph
4(e) of this Amendment, to eligible for any Bonuses under paragraphs 4(b)
and 4(c) of this Amendment. In the event that the Construction Manager meets
only one or neither of the applicable Substantial Completion Dates, as
limited, paragraph 4 (d) of this Amendment shall be and hereby is modified
as follows: (1) The Construction Manager shall earn a lump sum payment of
$250,000.00 if the final audited Cost of the Work, as calculated pursuant to
paragraph 4 (d) of the Amendment is at least $10,000,000 less than the
Project Budget of $682,733,701, excluding OCIP credits and unused
allowances. (2) The Construction Manager shall earn a second, additional
lump sum payment of $250,000 if the final audited Cost of the Work as calculated pursuant to
paragraph 4 (d) of the Amendment is at least




 









 
















$20,000,000 less than the Project Budget of $682,733,701, excluding OCIP
credits and unused allowances. (3) In the event the Construction Manager
earns both lump sum payments under this paragraph, then, in such event, the
Construction Manager shall not be entitled to further Shared Savings unless
the final audited Cost of the Work as calculated pursuant to paragraph 4 (d)
of this Amendment is at least $20,500,000 less than the Project Budget,
excluding OCIP credits and unused allowances (the “Revised Shared Savings
Threshold”). The Owner shall receive 75% and the Construction Manager shall
receive 25% of Savings in excess of the Revise Shared Savings Threshold.




	 	5.	 	General Conditions






The Fixed General Conditions are to be increased to a Lump Sum amount of 24,459,680,
which includes Extended and Phase Two General Conditions previously included in GMP
Amendment Number 11.




	 	6.	 	Liquidated Damages






Notwithstanding anything in the Agreement or a previous GMP Amendment to the
contrary, liquidated damages are to be applied at the rate of $15,000 per day
starting on April 1, 2008 for Phase I of the Hotel/Convention Center/Garage and
$15,000 per day starting on April 1, 2008 for Phase II. The Phase II liquidated
damage date will be extended day for day for each day the Phase II main building
permit is not obtained past March 16, 2007. No liquidated damages will be applied to
the Milestone dates that are highlighted in red in the Exhibit H. Liquidated damages
will be computed separately for each violation and shall not overlap. By way of
example, if Construction Manager violates both completion dates, it would be liable
for liquidated damages in the amount of $30,000 per day. All remaining language of
Article 4.3 of the Agreement shall remain in effect.



	 	 	 	 	 	 	 	 	 	 	 
	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