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29 <br /> Orange County, NC I CONSTRUCTION MANAGER AT RISK CONTRACT I CONFIDENTIAL DRAFT <br /> 27.6 Effect on Contract. Partial occupancy or use by the Owner: (a) does not constitute acceptance of <br /> Work not conforming to the Contract Documents; (b)does not relieve the CMAR of its obligation to complete <br /> all remaining Work by the required completion date; (c) does not constitute a basis for reduction in <br /> Liquidated Damages for portions not occupied; and (d) does not release retainage except as specifically <br /> agreed by the parties in writing. <br /> 27.7 Retainage Reduction on Partial Occupancy. Upon partial Substantial Completion of a discrete and <br /> severable portion of the Work representing at least twenty-five percent(25%)of the GMP value,the Owner <br /> may, in its discretion, reduce or release retainage attributable to the completed and occupied portion, <br /> subject to the Subcontractors'completion of their work in that portion and receipt of all required lien waivers. <br /> 27.8 Protection of Unoccupied Work. Following partial occupancy, the CMAR remains responsible for <br /> security and protection of all unoccupied portions of the Work. The Owner shall not interfere with the <br /> CMAR's access to and operations in unoccupied areas. <br /> ARTICLE 28: GENERAL PROVISIONS <br /> 28.1 Governing Law. This Contract shall be governed by the laws of the State of North Carolina, without <br /> regard to conflict of law principles. <br /> 28.2 Venue. Litigation arising from this Contract shall be brought in the General Court of Justice of North <br /> Carolina, Superior Court Division, Orange County (Eighteenth Judicial District), or in the United States <br /> District Court for the Middle District of North Carolina for federal matters. <br /> 28.3 Force Majeure. Neither party shall be in default if performance is prevented by acts of war, hostile <br /> foreign actions, nuclear explosion, earthquake, hurricane, tornado, or other catastrophic natural event or <br /> act of God. Economic conditions, supply chain disruptions, or cost increases shall not constitute force <br /> majeure. <br /> 28.4 Unforeseeable Government Actions. Changes in law or policy after Contract execution that materially <br /> affect construction costs or schedule (including new tariffs, labor regulations, or government-mandated <br /> work stoppages) may entitle the CMAR to a time extension and equitable GMP adjustment by Change <br /> Order, subject to the CMAR's obligation to mitigate such impacts to the maximum extent reasonable. <br /> 28.5 Severability. If any provision of this Contract is held invalid or unenforceable,the remaining provisions <br /> shall remain in full force and effect. <br /> 28.6 Morality Clause. If, in the Owner's sole opinion, the CMAR or any of its principals or key employees <br /> engages in conduct that: brings disrepute or scandal to the Owner; subjects the Owner prosecution; offends <br /> public morals; adversely affects the Owner's public standing or finances; or is derogatory or offensive to <br /> Owner employees or the public, the Owner may immediately terminate this Contract upon written notice, in <br /> addition to any other available remedies. <br /> 28.7 Non-Appropriation. The Owner's payment obligations are contingent upon appropriation of sufficient <br /> funds by the Board. If funds are not appropriated for any fiscal year, this Contract shall automatically <br /> terminate upon written notice to the CMAR, without penalty to the Owner. The CMAR shall be paid for all <br /> Work performed through the termination date. <br /> 28.8 Independent Contractor. Unless specifically delineated above,the CMAR is an independent contractor <br /> and is not an employee, agent, or partner of the Owner. The CMAR is wholly responsible for the means, <br /> methods, and techniques of performance. <br /> 28.9 No Assignment. The CMAR shall not assign this Contract or any portion thereof without the Owner's <br /> prior written consent. No funds due under this Contract may be pledged as collateral without the Owner's <br /> consent. <br /> 28.10 Amendment. All amendments to this Contract shall be in writing and signed by authorized <br /> representatives of both parties. Oral modifications are not binding. <br /> 28.11 Entire Agreement. This Contract, together with all Exhibits and the GMP Amendment(s), constitutes <br /> the entire agreement of the parties. Owner terms supersede any conflicting terms in CMAR proposals or <br /> Subcontractor documents. <br /> Page 26 of 35 <br />