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25 <br /> Orange County, NC I CONSTRUCTION MANAGER AT RISK CONTRACT I CONFIDENTIAL DRAFT <br /> 22.4 CMAR's Obligations Upon Termination for Cause. Upon receipt of a Notice of Termination for Cause, <br /> the CMAR shall: (a) immediately stop Work as directed; (b) place no further orders related to terminated <br /> Work; (c) deliver all Work product, materials, equipment, and documents to the Owner; (d) provide <br /> reasonable cooperation to the Owner and any replacement contractor to ensure continuity of the Work; and <br /> (e) remove CMAR's tools and equipment from the site as directed. <br /> 22.5 Owner's Right to Complete.After termination for cause,the Owner may complete the Work by contract <br /> or otherwise, and may utilize CMAR-owned tools, equipment, and materials on-site as necessary to <br /> complete the Work. <br /> 22.6 Excess Reprocurement Costs. If the Owner terminates for cause, the CMAR shall be liable for: (a) <br /> the excess of the Owner's cost to complete the Work over the remaining GMP balance; (b) additional <br /> administrative and oversight costs directly caused by the default; (c) costs to correct defective Work; (d) <br /> extended General Conditions and schedule delay costs; and (e) reasonable attorney's fees incurred in <br /> enforcing the Owner's rights. <br /> 22.7 Payment After Cause Termination. The Owner shall pay the CMAR for Work completed and accepted <br /> prior to the effective date of termination, less any excess reprocurement costs and other offsets.The CMAR <br /> shall not receive anticipated profit on unperformed Work. <br /> 22.8 Conversion to Convenience Termination. If it is later determined by agreement or final court judgment <br /> that the CMAR was not in default, or that the default was excusable, the termination shall be deemed a <br /> Termination for Convenience as of its original effective date, and the CMAR's sole remedy shall be payment <br /> under Article 20. The CMAR shall have no liability for excess reprocurement costs under such conversion. <br /> 22.9 Dispute of Termination. If the CMAR disputes the termination for cause, the CMAR must provide <br /> written notice of such dispute within thirty (30) days of receiving the Notice of Termination, specifying the <br /> basis in detail. Failure to timely dispute constitutes acceptance of the termination for cause. <br /> 22.10 CMAR's Right to Terminate. Pursuant to N.C. Gen. Stat. § 143-134.1, if the Owner fails to make <br /> payment within the statutory thirty (30) day period after receipt of a properly submitted and complete <br /> Application for Payment, or if the Work is stopped for ninety (90) consecutive days by court order through <br /> no fault of the CMAR, the CMAR may, after fifteen (15) days written notice, terminate this Contract. In that <br /> event, the Owner shall pay the CMAR all costs of Work incurred through the termination date, plus earned <br /> General Conditions and Fee, plus reasonable demobilization costs, plus statutory interest at twelve percent <br /> (12%) per annum on any overdue amounts. The CMAR shall not be entitled to anticipated profit on <br /> unperformed Work. <br /> ARTICLE 23: CLAIMS AND DISPUTE RESOLUTION <br /> 23.1 Claims Notice.Any claim by the CMAR for adjustment of the GMP or Contract Time must be submitted <br /> in writing within twenty-one (21)days after occurrence of the event giving rise to the claim, or within twenty- <br /> one (21) days after the CMAR knew or should have known of the facts giving rise to the claim. Failure to <br /> provide timely written notice constitutes a waiver of the claim. <br /> 23.2 Claim Documentation. Each claim shall include: a detailed factual statement; the specific Contract <br /> provisions supporting the claim; supporting documentation including schedules and cost records; the <br /> amount claimed; any time extension requested; and all known direct, indirect, and impact costs. <br /> 23.3 Continuing Performance. The CMAR shall continue to perform the Work diligently during pendency <br /> of any claim or dispute. Failure to continue performance may constitute a material breach and grounds for <br /> termination. <br /> 23.4 Owner Review. The Owner shall review each claim and respond in writing within thirty(30)days. The <br /> Owner's decision shall be final and binding unless the CMAR pursues further remedies as provided herein. <br /> 23.5 Mediation. If the parties cannot resolve a dispute through negotiation, either party may request non- <br /> binding mediation. Mediation shall be conducted in Orange County, North Carolina. The parties shall share <br /> mediation costs equally. Mediation is a condition precedent to litigation. <br /> Page 22 of 35 <br />