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DocuSign Envelope ID: 313DA256 -1 EDE- 4396- A716- 4C53B809027E <br />43 <br />28.1 The laws of the State of North Carolina shall apply to the interpretation and enforcement of <br />this Agreement. Any and all suits or actions to enforce, interpret, or seek damages with respect <br />to any provision of, or the performance or nonperformance of, this Agreement shall be brought <br />in the General Court of Justice of North Carolina sitting in Orange County, North Carolina, and it <br />is agreed by the parties that no other court shall have jurisdiction or venue with respect to such <br />suits or actions. Prior to initiating an action under this Article, any Party to this Agreement shall <br />notify the other Party of its intent to initiate a mediation process. In any such mediation process <br />the Parties should agree upon a North Carolina certified mediator. Should the Parties be unable <br />to agree upon a mediator within fifteen (15) days of the notice of intent to initiate a mediation <br />process Orange County may select such mediator. The Parties shall be jointly responsible for <br />the costs of any such mediation. In the event the Parties are unable to resolve any dispute <br />resulting in mediation pursuant to this Article then either Party to the mediation may initiate <br />action in the General Court of Justice. Regardless of the outcome of any dispute each Party <br />shall be responsible for its own legal costs including reasonable attorneys' fees. <br />28.2 Any person or firm that expressly or impliedly agrees to perform labor or services or to <br />provide material, supplies, equipment, work, performance or payment bonds, insurance or <br />indemnification for the construction of the Project or the Work shall be deemed a party to this <br />Agreement solely for the purpose of this Article 28. The Contractor, by means of its <br />subcontracts, shall specifically require its Subcontractors to be bound by this Article. <br />ARTICLE 29. TAXES <br />29.1 The Contractor has included in the Contract Price and shall pay all taxes assessed by any <br />authority on the Work or the labor and materials used therein. The Contractor shall maintain all <br />tax records during the life of the Project and furnish the Owner with a complete listing of all <br />taxes paid by taxing authority, invoice number, date, amount, etc. in a form acceptable to the <br />Owner. The Contractor is required to maintain a file showing taxes paid on the Project for three <br />(3) years after Final Payment or turn said documents over to the Owner for his files. <br />29.2 The following is a list of requirements to be followed by the Contractor in maintaining <br />proper records and reporting the North Carolina Sales and Use Tax and Local Sales and Use <br />Tax. The Contractor shall comply fully with the requirements outlined below, in order that the <br />Owner may recover the amount of the tax permitted under the law. <br />a) It shall be the Contractor's responsibility to furnish the Owner documentary evidence showing <br />the materials used and sales and use tax paid by the Contractor and each of his <br />Subcontractors. Such evidence shall be transmitted to the Owner with each pay request <br />regardless of whether taxes were paid in that period. <br />b) The documentary evidence shall consist of a certified statement by the Contractor and each <br />of the Contractor's Subcontractors individually, showing total purchases of materials from each <br />separate vendor and total sales and use taxes paid to each vendor. Certified statements must <br />show the invoice number, or numbers, covered, and inclusive dates of such invoices. <br />c) Materials used from Contractor's or Subcontractor's warehouse stock shall be shown in a <br />certified statement at warehouse stock prices. <br />d) The Contractor shall not be required to certify the Subcontractor's statements. <br />Revised 9/13 <br />