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<br />Section 7.07 Sales and Use Tax Responsibility. Contractor does not determine the tax classification of the Work and has no
<br />knowledge of whether the Project constitutes a capital improvement, a taxable repair or maintenance service, or a tax‑exempt transaction
<br />under North Carolina law.
<br />Upon execution of the Proposal, Owner shall designate in writing the applicable tax treatment of the Project and provide Contractor with
<br />the required, fully completed documentation, including Form E‑589CI for capital improvements or Form E‑535E for tax‑exempt projects,
<br />as applicable.
<br />Contractor may rely on Owner’s written designation and documentation. If Owner fails to provide the required designation and forms at
<br />execution, Contractor shall bill and collect North Carolina sales and use tax on all invoices by default, and Owner agrees to pay such
<br />tax without dispute. Contractor shall have no obligation to revise invoices based on documentation provided later.
<br />Owner is solely responsible for the accuracy and validity of all tax designations and forms provided.
<br />Article 8 - Changes and Claims
<br />Section 8.01 Changes to the Work. By directive to proceed or written Change Order, and without notice to Contractor’s sureties, Owner
<br />may at any time modify, change, omit or add to the Work to be performed and Contractor shall proceed with the Work as directed. In the
<br />event a directive to proceed is issued, Contractor shall proceed promptly and diligently with the performance of the directed Work,
<br />notwithstanding the fact that the directive does not contain an adjustment to Agreement Price or Agreement Time, each of which shall
<br />be determined at a later time by issuance of a Change Order. Neither the issuance nor performance of such a directive to proceed shall
<br />prejudice the rights of either party to contest at any time the entitlement to, or the amount of, an equitable adjustment related to such
<br />directive.
<br />If a Change Order provides for an adjustment to the Contract Price, such adjustment will be made by Owner using one of the following
<br />methods:
<br />(a) a lump sum agreed to by Owner and Contractor; or
<br />(b) unit prices set forth in this Agreement or subsequently agreed to.
<br />Section 8.02 Claims. Contractor shall make all claims against Owner for which Owner is or may be liable in writing and within twenty-
<br />one (21) calendar days of the date when Contractor knew of the facts giving rise to the event for which claim is made, but in no event
<br />later than ten (10) calendar days prior to Customer’s final acceptance of the Work.
<br />Section 8.03 Limitation of Liability. Notwithstanding anything to the contrary in this Agreement or any Contract Document, Owner
<br />agrees that Contractor’s maximum liability for claims arising out of this Agreement, whether sounding in contract or tort, and including
<br />claims for indemnity or contribution, shall be limited to the portion of the Agreement Price applicable to the particular Work with respect
<br />to which damages are claimed. In no event shall Contractor be liable to Buyer for any other loss or damage, or for any incidental, special
<br />or consequential damages of any kind arising in connection with this Agreement or the Project.
<br />Article 9 - Default and Termination
<br />Section 9.01 Owner’s Default. If Owner fails to make any payment as provided in Article 8 for a period of 30 days, Contractor may,
<br />upon seven additional days’ notice to Owner, terminate the Agreement and recover from Owner payment for Work executed, reasonable
<br />overhead and profit on Work not executed, costs incurred by reason of such termination, and damages.
<br />Section 9.02 Contractor’s Default. Each of the following shall constitute a material default (a “Default”) of this Agreement by Contractor:
<br />(a) Contractor’s repeated refusal or failure to prosecute the Work with such diligence as will ensure its completion within the
<br />Contract Time;
<br />(b) Contractor’s repeated refusal or failure to comply with any provision of this Agreement;
<br />(c) claims are filed by third parties in connection with Contractor’s Work unless Contractor demonstrates it has a good faith basis
<br />for refusing the claim;
<br />(d) failure of Contractor to make payments to its subcontractors, laborers, or materialmen for work done or material furnished
<br />unless Contractor demonstrates it has a good faith basis for withholding payment; or
<br />(e) The commencement of any voluntary or involuntary proceedings in bankruptcy or receivership by or against Contractor,
<br />Contractor shall become insolvent, make a general assignment for the benefit of creditors, or Contractor shall fail to pay its
<br />debts as and when they become due.
<br />If Contractor fails, upon seven (7) working day’s written notice from Owner, to diligently and promptly commence and continue
<br />satisfactory correction of a Default, Owner, with or without terminating Contractor's right to proceed with all or any part of the Work, may
<br />assume control of the Work and complete the same, by contract or otherwise, and may take possession of and utilize in completing the
<br />Work any materials as may be on the site of the Work for which Owner has made payment.
<br />Contractor shall not be entitled to any further payment until the Work is completed and the costs for the Work are known. Subject to the
<br />limitation of liability set forth in Section 8.03, Contractor shall be liable for all costs incurred to complete performance of the terminated
<br />work, together with any damages caused as a result of any delay occasioned by Contractor’s Default, which costs and damages may
<br />be deducted from any moneys due or to become due Contractor under this Agreement. If the unpaid balance of the Agreement Price
<br />exceeds the costs of finishing the Work and any damages incurred by Owner, such excess shall be paid to Contractor.
<br />Docusign Envelope ID: 25E6F8BF-2DC9-828C-811A-1377E8921918
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