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<br />waived to the extent permitted by applicable law. Contractor shall provide Owner with a Certificate of Insurance, including the waiver of
<br />subrogation by Contractor and its insurer(s) for above referenced policies.
<br />Contractor shall provide a replacement Certificate of Insurance upon renewal of any or all of the policies described within a reasonable
<br />time upon renewal, and at any other time as reasonably requested by Owner.
<br />Article 6 – Contractor Liability Generally
<br />Section 6.01 Risk of Loss. Until issuance of the Certificate of Final Completion by Owner, Contractor shall protect against, and shall
<br />bear the risk of, any loss of or damage to the Work or any materials, equipment (excluding the Owner supplied equipment incorporated
<br />into the Work) or other items to be incorporated therein arising from any cause, except the negligence or willful misconduct of Owner or
<br />its employees. Without cost to Owner, Contractor shall promptly comply with all reasonable requests by Owner to protect such property.
<br />Section 6.02 Indemnity. To the fullest extent permitted by law, Contractor and Owner (each, an “Indemnitor”) shall indemnify, defend
<br />and hold the other, and their respective officers, directors, employees and agents (“Indemnitee”), harmless from any and all claims,
<br />actions, costs, expenses, damages and liabilities, including reasonable attorneys' fees, resulting from death or bodily injury or any other
<br />damages, arising out of or resulting from the acts and omissions of an Indemnitor, its subcontractors, subconsultants, and
<br />agents, and their respective employees and agents. However, Indemnitor shall not be required to indemnify or defend Indemnitee
<br />against claims, damages, expenses or liabilities to the extent attributable to the negligence of the Indemnitee. The duty to indemnify will
<br />continue in full force and effect, notwithstanding the expiration or early termination of this Agreement, with respect to any claims based
<br />on facts or conditions which occurred prior to expiration or termination.
<br />Section 6.03 Waiver of Damages for Delay.
<br />Unless the Proposal expressly states a guaranteed date of completion and expressly identifies specific damages for delay to
<br />which Contractor has affirmatively agreed in writing, time shall not be of the essence for the performance or completion of the
<br />Work.
<br />Contractor shall not be liable for, and Owner hereby waives, any claims for damages, losses, costs, or expenses of any kind arising
<br />out of or related to the timing, sequencing, or duration of the Work, including without limitation delay damages, consequential
<br />damages, lost profits, loss of use, or impact damages, except to the extent such damages are specifically described and
<br />expressly accepted by Contractor in the Proposal.
<br />The Work shall be deemed complete when Contractor has substantially completed the Work in accordance with the Contract
<br />Documents, as reasonably determined by Contractor.
<br />To the extent the Proposal includes a guaranteed completion date and expressly agreed-upon liquidated delay damages, Contractor’s
<br />liability shall be strictly limited to such liquidated damages, which shall be the Owner’s sole and exclusive remedy for delay.
<br />Owner shall remain responsible for, and Contractor shall not be liable for, delays or impacts arising out of or relating to acts or omissions
<br />of Owner, Owner’s separate contractors, agents, consultants, weather conditions, supply chain disruptions, changes in the Work,
<br />differing site conditions, or causes beyond Contractor’s reasonable control.
<br />Section 6.04 Excusable Delays and Suspension of Work. Contractor is not liable for delay in performance to the extent such delay
<br />is due to causes reasonably beyond Contractor's control that are not due to removable or remediable causes that Contractor fails to
<br />promptly remove or remedy and which arise without Contractor's fault or negligence, provided that: (a) Contractor diligently and promptly
<br />notifies Owner in writing of conditions that will or are expected to result in delay and the extent of such delay; and (b) Owner was
<br />advised in advance of and had consented in writing to Contractor's then applicable schedule for completion.
<br />Notwithstanding any provision to the contrary, Owner may direct in writing that Contractor suspend, delay, or interrupt all or any part of
<br />the Work for such period of time as Owner determines to be appropriate or necessary. Contractor shall immediately resume performance
<br />of the Work upon the direction of Owner, provided that Contractor shall be entitled to an adjustment to the Agreement Price and Contract
<br />Time on account of such suspension, delay, or interruption.
<br />Section 6.05 Liens and Claims. Contractor warrants and guarantees that title to all Work furnished pursuant to a Work Order will pass
<br />to Owner free and clear of all liens, claims, security interests or encumbrances no later than the date Contractor receives Final Payment
<br />pursuant to such Work Order. Contractor shall fully indemnify, hold harmless and protect Owner all liens and/or claims of any laborers,
<br />materialmen, and subcontractors of Contractor or its subcontractors against Owner and/or the Site on or for which the Work is performed
<br />in connection with labor or material furnished by Contractor (and any party acting for or under Contractor) and shall furnish to Owner,
<br />upon request, affidavits of status of accounts and releases of liens.
<br />For any capital improvement project with a total contract value in excess of Fifty Thousand Dollars ($50,000), Owner expressly
<br />authorizes and consents to Contractor filing, designating, and/or identifying a lien agent for the Project in accordance with Chapter
<br />44A, Article 2 of the North Carolina General Statutes, including G.S. § 44A-11.1, if a lien agent has not already been designated by
<br />Owner.
<br />Owner acknowledges that the designation of a lien agent is a statutory requirement under North Carolina law for qualifying projects and
<br />agrees that Contractor’s filing or identification of a lien agent shall not constitute a lien, notice of nonpayment, or claim of default, but is
<br />solely for the purpose of preserving statutory rights.
<br />Docusign Envelope ID: 25E6F8BF-2DC9-828C-811A-1377E8921918
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