Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
04-0527
ARNOLD FLOORING, INC., Plaintiff V. ZURICH NORTH AMERICA Defendant IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW NO. 014 - B'a 7 YOU HAVE BEEN SUED IN COURT. If you wish to defend against the claims set forth in the following pages, you must take action within twenty (20) days after this Complaint and Notice are served, by entering a written appearance personally or by attorney and filing in writing with the Court your defenses or objections to the claims set forth against you. You are warned that if you fail to do so, the case may proceed without you and a judgment may be entered against you by the Court without further notice for any money claimed in the Complaint or any other claim for relief requested by the Plaintiff. You may lose money or property or other right important to you. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. CUMBERLAND COUNTY BAR ASSOCIATION 2 Liberty Avenue Carlisle, Pennsylvania 17013 (717) 249-3166 ARNOLD FLOORING, INC., : IN THE COURT OF COMMON PLEAS Plaintiff : OF CUMBERLAND COUNTY, : PENNSYLVANIA V. CIVIL ACTION -LAW ZURICH NORTH AMERICA ?y Defendant NO. COMPLAINT AND NOW comes Arnold Flooring, Inc., which, by and through its attorneys, Charles O. Beckley, II, Esquire, Thomas S. Beckley, Esquire, and Beckley & Madden, of Counsel, files this Complaint against Zurich North America, and in support thereof, makes the following averments: 1. Plaintiff is Arnold Flooring, hic. ("Arnold Flooring"), a corporation organized and existing under the laws of the Commonwealth of Pennsylvania, with a business address of 5321 A Jaycee Avenue, Harrisburg, Pennsylvania 17111. 2. Defendant, Zurich North America ("Zurich"), is, upon information and belief, a corporation with a business address of 3910 Keswick Road, 5th Floor, Baltimore, Maryland 21211. 3. On or about October 20, 2000, Kamand Construction, Inc. ("Kamand"), a Pennsylvania corporation, entered into a contract with the East Pennsboro School District in which Kamand agreed to make certain renovations and repairs to the East Pennsboro High School ("Project'). Arnold Flooring does not have custody or control of this agreement. 5. Kamand obtained a labor and materials payment bond listing as the surety Fidelity and Deposit Company of Maryland ("Fidelity"). A true and correct copy of the payment bond is incorporated herein, made a part hereof, and attached hereto as Exhibit A. 6. Zurich has assumed Fidelity's obligations under the payment bond. 7. On or about December 7, 2000, Kamand entered into a written contract with Arnold Flooring in which Arnold Flooring agreed to provide and install resilient flooring and carpet on the Project. A true and correct copy of the subcontract is incorporated herein, made a part hereof, and attached hereto as Exhibit B. 8. In return, Kamand agreed to pay to Arnold Flooring the principal sum of $232,800.00. 9. Throughout the course of the Project, Arnold Flooring entered into several written change orders with Kamand in which Arnold Flooring agreed to provide additional work for additional compensation. A true and correct copy of those change orders are incorporated herein, made a part hereof, and attached hereto as Exhibit C. 11. The amount remaining due and owing to Arnold Flooring is $19,013.75. 12 Arnold Flooring completed its work on the project the week on or about November 22, 2002. 2 12. Arnold Flooring has satisfied all conditions precedent and has otherwise performed all obligations on its part to be performed. 13. The fair and reasonable value of the amount remaining due and owing to Arnold Flooring is $19,013.75. Arnold Flooring has demanded payment in full, but, to date, Kamand and Zurich have failed and refused to pay this amount. 14. The amount demanded does not exceed the amount required for compulsory arbitration. WHEREFORE, Plaintiff, Arnold Flooring, Inc., demands judgment in its favor and against the Defendant, Zurich North America, in the amount of $19,013.75, plus interest, penalties, attorneys fees and costs pursuant to the Contractor and Subcontractor Payment Act. DATED: February 3, 2004 Of Counsel BECKLEY & MADDEN 212 North Third Street Post Office Box 11998 Harrisburg, Pennsylvania 17108-1998 (717) 233-7691 Respectfully submitted, Charles O. Beckley, II, Esqu Thomas S. Beckley, Esquire Attorneys for Plaintiff, Arnold Flooring, Inc. 3 ARNOLD FLOORING INC PAGE 02 01/20/2004 14:38 7175407135 JfIN- 7 9'-00 MON 16 1 $ 9?Ck 06 Mpdtl?rs r • mi V R f jIF1?A'r?.?hl f, Jeffrey Arnold, hereby verify that I am an adult individual; that I am President of Arnold Flooring„ inc.; that I am authorized to make this statement on behalf of Arnold Flooring, Inc., that I have read the four-going doctunant, and that the bets set forth in the fore90109 document are true w the best of my knowledge, information and belief. I understand that f9hlsc statements herein are made subject to the penalties of 18 PA.C.S. g 4944 relating to unswom falsification to authorities. Arnold Flooring, Inc. 8 !e Id /"Went EXHIBIT A Aua-01-2003 01;1Spm from-East Pennsboro Area School District 717 732 8927 T-892 P.002/DOB F-413 08515475 RENOVATIONS AND ADDITIONS TO Tliy EAST PENNSBORO AREA HIGH SCHOOL • #9901 DOCUMENT 0061$ PAYMENT BOND KNOWALL MEN BY THESE PRESENTS that we, Kamand Construction, Inc. 20'i TynNrsTa r,,,rr 31- -haniecburs, FA 1705C - a Corporation organized under the laws of PA as Principal, (hereinafter called the "Principal"), ad Fidelity and Deposit Company of Maryland v n an,. t 7n7 B41ti-ere-, XD a A Maryland Corporation 'authorized to do business in PA _ as Surety, (hereirRer called the "S Trey"),'a-e Sedd and firmly board unto the East Pettnsboro Area Sehoul District, hereafter calved the "Oblige "), for the use and benefit of claimants as hereinafter defused, In the sum of five Million, Three Hundred Twenty Nine Th9usand--06/100 DOLLARS (S_ 5 a 000 ap laq'ful money of the United States cf America, for the payment of which the'P.":nips] and the Surely bi- tbewselva and their respec:i x succsssors and assips jointly and se%vrally, f rmly by these presea's. WIIEREAS, the Obligee is a "con; acting body' under the prov:s:ons of Public Works Cootmcsors' Bond Law of 1967, as s vended (the "Act"); and W7iEREAS, The Principal intends to enter into at agreement dated ac tpbar 20 , 2000 (the "Contract"), with Ob:igae for Renovations and Additions Ea Rr PPntxahnrn Aran u; h, c,.s,n,t - r^-t%-act WCcncral Trades„ ' which Contract is by reference made a part of this Bend; and WHEREAS, the Act requires that the Principal shall furnisb this Bond to the Obligee bloc an award of the Contras shall be trade to the Principal by the Obligae; THERFFORE, the te.w and conditions of this Bond are and shall be that if the Principal shall promptly make payment to all 6timants as defined in the Act for all labor sad osate:tad used or reasorably requL-ed for use it the perforasance of the Cootmet, they this obligation shall be void otbOwise it shall remain In tl11 fore and effect, subje:t, bowever, to the following conditions: 1, This Bead shall be interpreted and eafomed is awordance with the Act and the laws of the Commonwealth of Peffisylvanis. The Principal and the Surety agree rbet exclusive jurisdiction and venue for any litigation concerning this Bond and the transactiotts contemplated shall exist lr the Cumberland County, Pepnsylvania, Court of Common Plus. The Principal Lad the $w y toucan: to such jurisdiction and venue. The PrinCpal acrd Surety further agree that all disputes shall be rrsolved by nor -jury trial (and the Princia: and Surety hereby waive my right to a jury trial) and tbat all service of process, including acy iwirument to )tsstitute suit, shall be effective if served in accordance ,411b Pesmsyh%aia law. PAYMENT BOND 00615-1 Aua-Ol-2003 01:ISpa From-East Pennsboro Area School District 717 732 8927 T-892 P.003/005 F-413 RENOVATIONS AND ADDITIONS TO THE EAST PENNSBORO AXII& IION SCHOOL - NS901 2. The Surety hereby waives notice of and consents (a) to all alterations or ameadmants to the Contract and (b) to all exiensieat of time for perfor:mance of the Conl rect or other forbearance; and the Surety agrees that its obligations under this Bond shall act thereby be released or affected I icy manner. 3. The Surety shall not be liable under this Payment bond in the aggregate in excess of the sum above staled. SIGNED cad SEALED this 20th day of October 2000. ATTEST: ?c?GGCIr- - .- Michael P. Radilak, Secretary fa:lude itifor-nahon on nembers- - s Ramand Construction, Inc. (/Principal) ( ( l J. Michael Rutberf ord,_ Vice President Typed Name/Title , Fidelitv and T)rrnq;r 0"m "q c' Maryland BY Anor>;ey-ia-fact Robert N. Striewig (Anach power of attorneys sheet indicating surety agent. physical address, phone and facsimile END OF DOCUMENT PAYMENT BOND 0050 S -2 Aug-01-2003 01:17pm From-East Pennsboro Araa School District 717 T32 8827 T-892 P.004/005 F-413 Power of Attorney FIDELITY AND DEPOSIT COMPANY OF MARYLAND HOME OFFICE: P.O. BOX 1227, BALTIMORE, MD 21203-1227 Know ALL MEN BY THESE PRESENTS: That the FIDELITY AND DEPOSIT COMPANY OF MARYLAND, a corporation of the State of Maryland, by W. B. WALBRECHER, Vice-President, and T. E. SMITH, Assistant Secretary, in pursuance of authority granted by Article Vt, Section 2, of the By-Laws of said Company, which are set forth on the reverse side hereof and are hereby certified to be in full a and eff the date hereof, does hereby nominate, constitute and appoint Robert N. STRIEWIG, JR„ Rob . STRIE nd Pamela S. BENTZ, all of Camp Hill, Pennsylvania, EACH its true and lawful agent and A in-Fac eke, execute, seal and deliver, for, and on its behalf as surety, and as its act and deed: any and onds an ertakings and the execution of such bonds or undertakings in pursuance of these presents, shall inding id Company, as fully and amply, to all intents and purposes, as if they had been duly executed an c owledg the regularly elected officers of the Company at its office in Baltimore, Md., in their own proper p The said Assistant Secretary does here b ify that xtract set forth on the reverse side hereof is a true copy of Article VI, Section 2, of the By-Laws of _ mpany„atnoty in force. IN WITNESS WHEREOF, the said Preside afiiil Assistant Secretary have hereunto subscribed their names and affixed the Corporate Seal of the sa ? DELITY DEPOSIT COMPANY OF MARYLAND, this I Sth day of May, A.D.1999. © `???` OSIT COMPANY OF MARYLAND ATTEST: FIDELI AND tNIN seJU By' ?4L6?e.LrG ------ T. E. Smith Assistant Secretary W. B. Walbrecher Vice-President Stare of Maryland ss: CountyofBwdrnom JJJ On this 1 Sth day of May, A.D. 1999, before the subscriber, a Notary Public of the State of Maryland, duly commissioned and qualified, came W. B. Walbrecher, Vice-President and T. E. Smith, Assistant Secretary of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND, to me personally known to be the individuals and officers described in and who executed the preceding instrument, and they each acknowledged the execution of the same, and being by me duly sworn, severally and each for himself deposeth and saith, that they are the said officers of the Company aforesaid, and that the seal affixed to the preceding instrument is the Corporate Seal of said Company, and that the said Corporate Seal and their signatures as such officers were duly affixed and subscribed to the said instrument by the authority and direction of the said Corporation. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my Official Seal the day and year fast above written. Carol J /01J ' .Fa r NotatyPrtbJic My Commissiov?Expires: August 1, 2000 L1429-156.6155 Aug-01^2003 01:17Pm From-East Pennsboro Area School District 717 732 9927 T-992 P.006/005 F-413 6ondfng Agency, %nc. POST OFFICE BOX 161 CAMP HILL PA 17007-0161 (717) 737.1947 FAX (717) 737-4$23 Striewi.g Bonding Agency, 1nC. 430 N. Front Street Wormleysburg, PA 17043 Mailing: P. O. Box 161 Camp Hill, PA 17001-0161 Phone: (717) 737-1947 FAX (717) 737-4523 CONTRACTORS BONDS SINCE 1952 EXHIBIT B Michael P. Kadilak President CEO William J. Manna Executive Ace President RECEIVED DEC 1 8 2000 KAMANO J Michael Rutherford Vice President CONSTRUCTION, INC. David M. Suder vice President STANDARD FORM OF AGREEMENT BETWEEN CONTRACTOR AND SUBCONTRACTOR AGREEMENT made this 7th day of December, 2000 BETWEEN the Contractor: Kamand Construction, Inc. 203 Lynndale Court Mechanicsburg, PA 17050 717-691-9350 Phone 717-691-9790 Fax And the Subcontractor: Arnold Flooring, Inc. 5321 A Jaycee Avenue Harrisburg, PA 17111 Jeff Arnold - Contact 717-540-7131 Phone With the Owner: East Pennsboro Area School District 98 South Enola Drive Enola, PA 17025-2796 Dick Burgett - Contact 717-909-5636 Phone For the following project: East Pennsboro High School Additions and Alterations Contract No.:00094 - SCIO RESILIENT FLOORING AND CARPET Which Contract is hereinafter referred to as the Prime Contract and which provides for the furnishing of labor, materials, equipment, and services in connection with the construction of the project. A copy of the Prime Contract, consisting of the Agreement Between Owner and Contractor (from which compensation amounts may be deleted) and the other Contract Documents enumerated therein has been made available to the Subcontractor. The Contract Documents are available for review by the Subcontractor at all reasonable times at the office of the Contractor. The Architect for the Project is: Gilbert Architects 626 North Charlotte Street Lancaster, PA 17603 Greg Grissinger - Field Contact John Pryor - Office Contact 717-291-1077 Phone 717-392-3923 Fax 203 Lynndale Court, Mechanicsburg, Pennsylvania 17050 Phone (717) 691-9350 •:• Fax (717) 691-9790 The Contractor and the Subcontractor Agree as follows: 1. Layout 2. Supply and install vinyl composition the 3. Supply and install 4" vinyl base or rubber base 4. Supply and install 6" vinyl base or rubber base 5. Supply and install carpet 6. Supply and install reducer strips 7. Rubber treads for stairs as indicated 8. Rubber tale for stairs as indicated 9. Sheet rubber flooring 10. Have materials delivered when required. No storage is available on the job site - if delivery is mandatory, this subcontractor will have to provide required storage facilities. Phased projects should have materials shipped in phases unless storage is provided. 11. Project to be phased - Schedule to follow 12. Clean up of related debris including disposal off site ARTICLE 1 - THE SUBCONTRACT DOCUMENTS 1.1 The Subcontract Documents consist of (1) this Agreement; (2) the Prime Contract, consisting of the Agreement between the Owner and the Contractor and the other Contract Documents enumerated therein; (3) Modifications issued subsequent to the execution of this Agreement between the Owner and Contractor, whether before or after the execution of this Agreement; (4) other documents listed in Article 16 of this Agreement; and (5) Modifications to this Subcontract issued after execution of this Agreement. These form the Subcontract, and are as fully apart of the Subcontracts as if attached to this Agreement or repeated herein. The Subcontract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either written or oral. An enumeration of the Subcontract Documents, other than Modifications issued subsequent to the execution of this Agreement, appears in Article 16. 1.2 Except to the extent of a conflict with a specific term or condition contained in the Subcontract Documents, the General Conditions governing this Subcontract shall be the edition ofAIA Document A201, General Conditions of the Contract for Construction, current as of the date of this Agreement. 1.3 The Subcontract may be amended or modified only by a Modification. Thu! Subcontract Documents shall not be construed to create a contractual relationship of any kind (1) between the Architect and the Subcontractor, (2) between the Owner and the Subcontractor, or (3) between any persons or entities other than the Contractor and Subcontractor. 1.4 The Subcontractor shall be furnished copies of the Subcontract Documents upon request, but the Contractor may charge the Subcontractor for the reasonable cost of reproduction. 1.5 The Subcontractor represents and agrees that it has carefully examined the nature, locality, and site of the work and the conditions and difficulties under which the work is to be performed and it enters into this Subcontract on the basis of its own examination, investigation and evaluation of all such matters and not in reliance upon any opinions or representations of the Contractor. 1.6 All of the work shall be performed in accordance with all the contract drawings and specifications and any addenda and modifications thereto. Should it appear that the work hereby intended to be done or materials to be furnished are not sufficiently detailed or explained on the drawings or in the specifications, the Subcontractor shall advise the Contractor immediately and request such clarifications and shall conform to the same without extra compensation. ARTICLE 2 - MUTUAL RIGHT AND RESPONSIBILITIES 2.1 The Contractor and Subcontractor shall be mutually bound by the terms of this Agreement and, to the extent that the provisions of the edition of AIA Document A201 current as of the date of this Agreement apply to this Agreement pursuant to Paragraph 1.2 and provisions of the Prime Contract apply to the work of this Subcontractor, the Contractor shall assume toward the Subcontractor all obligations and responsibilities that the Owner, under such documents, assumes toward the Contractor, and the Subcontractor shall assume toward the Contractor all obligations and responsibilities which the Contractor, under such documents, assumes toward the Owner and the Architect. The Contractor shall have the benefit of all rights, remedies, and redress against the Subcontractor which the Owner, under such documents, has against the Contractor. Where a provision of suck documents is inconsistent with a provision of this Agreement, this Agreement shall govern. 2.2 The Contractor may require the Subcontractor to enter into agreements with Sub- subcontractors performing portions of the work of this Subcontract by which the Sub- subcontractor is bound to the Subcontractor, to the extent of the work to be performed by the Sub-subcontractor, to the same extent the Subcontractor is bound to the Contractor, and by which the Sub-subcontractor assumes all of the obligations and responsibilities that the Subcontractor assumes herein. ARTICLE 3 - CONTRACTOR 3.1 SERVICES PROVIDED BY THE CONTRACTOR 3.1.1 The Contractor shall cooperate with the Subcontractor in scheduling and performing the Contractor's work to avoid conflicts or interference in the Subcontractor's work and shall expedite written responses to submittals made by the Subcontractor in accordance with Paragraph 4.1 and Article 5. As soon as practicable after execution of this Agreement, the Contractor shall provide the Subcontractor copies of the Contractor's construction schedule and schedule of submittals, together with such additional scheduling details as will enable the Subcontractor to plan and perform the Subcontractor's work properly. The Subcontractor shall be notified promptly of subsequent changes in the construction and submittal schedules and additional scheduling details. 3.1.2 The Contractor shall endeavor to provide suitable areas for storage of the Subcontractor's materials and equipment during the course of the work. 3.1.3 Expect as provided in Article 14, the Contractor's equipment will be available to the Subcontractor only at the Contractor's discretion and mutually satisfactory terms. 3.2 COMMUNICATIONS 3.2.1 The Contractor shall not give instructions or orders directly to the Subcontractor's employees or to the Subcontractor's Sub-subcontractors or material suppliers unless such persons are designated as authorized representatives of the Subcontractor. 3.2.2. If hazardous substances of a type of which an employer is required by law to notify its employees are being used on the site by the Contractor, a subcontractor, or anyone directly or indirectly employed by them (other than the Subcontractor), the Contractor shall, prior to harmful exposure of the Subcontractor's employees to such substances, give written notice of the chemical composition thereof to the Subcontractor in sufficient detail and time to permit the Subcontractor's compliance with such laws. 3.3 CLAIMS BY THE CONTRACTOR The Subcontractor shall be responsible for liquidated damages to the extent provided for in the Contract Documents for delays caused My or contributed to by the Subcontractor or any person or entity for whose acts the Subcontractor may be liable, including all or a portion of any liquidated damages assessed by the Owner against the Contractor attributable in whole or in part to such Subcontractor caused delays. Subcontractor shall further be responsible for actual damages to the Contractor caused or contributed to by delay caused by the Subcontractor or any person or entity for whom the Subcontractor is responsible. In the event liquidated damages or actual damages or both are caused by the Subcontractor and another entity, the Contractor shall have the right to reasonably apportion said damages between the parties, and such apportionment shall be binding. 3.4 CONTRACTOR'S REMEDIES 3.4.1 If the Subcontractor defaults or neglects to carry out the work in accordance with this Agreement and fails within three working days after receipt of written notice from the Contractor to commence and continue correction of such default or neglect with diligence and promptness, the Contractor may, and with prejudice to any other remedy the Contractor may have, make good such deficiencies and may deduct the reasonable cost thereof from the payments then or thereafter due the Subcontractor. ARTICLE 4 - SUBCONTRACTOR 4.1 EXECUTION AND PROGRESS OF WORK 4.1.1 The Subcontractor shall supervise and direct the Subcontractor's work, and shall cooperate with the Contractor in scheduling and performing the Subcontractor's work to avoid conflict, delay in or interference with the work of the Contractor, other subcontractors or Owner's own forces. The Contractor shall have the right to modifij the construction schedule, to suspend, delay or accelerate, in whole or in part, the commencement or execution of the Subcontractor's work or vary the sequence thereof without compensation to the Subcontractor. In the event such a delay or suspension extends the overall time of the performance, the completion date for Subcontractor's work shall be extended. Such extension shall be Subcontractor's sole and exclusive remedy and Subcontractor shall have no claim against the Contractor. 4.1.2 The Subcontractor shall promptly submit within ten (10) days of receipt of this agreement ten (10) copies of Shop Drawings, Product Data, Samples and similar submittals required by the Subcontract Documents with reasonable promptness and in such sequence as to cause no delay in the work or in the activities of the Contractor or other subcontractors. 4.13 The Subcontractor shall submit to the Contractor a schedule of values allocated to the various parts of the work of this Subcontract, aggregating the Subcontract Sum, made out in such detail as the Contractor and Subcontractor may agree upon or as required by the Owner, and supported by such evidence as the Contractor may require. In applying for payment, the Subcontractor shall submit statements based upon this schedule. 4.1.4 The Subcontractor shall furnish to the Contractor periodic progress reports on the work of this Subcontract as mutually agreed, including information on the status of materials and equipment which may be in the course of preparation, manufacture or transit. 4.1.5 The Subcontractor agrees that the Contractor and the Architect will each have the authority to reject work of the Subcontractor, which does not conform to the Prime Contract. The Architect's decisions on matters relating to aesthetic effect shall be final and binding on the Subcontractor if consistent with the intent expressed in the Prime Contract. 4.1.6 The Subcontractor shall pay for all materials, equipment, and labor used in connection with the performance of this Subcontract through the period covered by previous payments received from the Contractor, and shall furnish satisfactonj evidence, when requested by the Contractor, to verifij compliance with the above requirements. Upon request, Subcontractor shall furnish releases and lien waivers. 4.1.7 The Subcontractor shall take necessary precautions to protect properly the work of other subcontractors, and the work of the Contractor and the Owner, from damage caused by operations under this Subcontract. 4.1.8 The Subcontractor shall cooperate with the Contractor, other subcontractors and the Owner's own forces whose work might interfere with the Subcontractor's work. The Subcontractor shall participate in the preparation of coordinated drawings in areas of congestion, if required by the Prime Contract, specifically noting and advising the Contractor of potential conflicts between the work of the Subcontractor and that of the Contractor, other subcontractors, or the Owner's own forces. bodily injury or death as described in Subparagraph 4.3.3. and has not been rendered harmless, provided that such claim, damage, loss or expense is attributable to bodily injury, sickness, disease or provided that such damage, loss or expense is not due to the sole negligence of a party seeking indemnity. Such indemnihj is limited to an amount, if any, the Contractor recovers from the Owner or other Subcontractors or suppliers. 4.4 CLEANING UP 4.4.1 The Subcontractor shall keep the premises and surrounding area free from accumulation of waste materials or rubbish caused by operations performed under this Subcontract on a daily basis. The Subcontractor shall not be held responsible for unclean conditions caused by other contractors or subcontractors. 4.4.2 As provided under Subparagraph 3.32, if the Subcontractor fails to clean up as provided in the Subcontracts Documents, in the sole opinion of the Contractor, the Contractor may charge the Subcontractor for the Subcontractor's appropriate share of cleanup costs. 4.5 WARRANTY 4.5.1 The Subcontractor warrants to the Owner, Architect, and Contractor that materials and equipment furnished under this Subcontract will be ofgood quality and new unless otherwise required or permitted by the Subcontract Documents, that the work of this Subcontract will be free from defects not inherent in the quality required or permitted, and that the work will conform to the requirements of the Subcontract Documents. Work not conforming to these requirements, including substitutions not properly approved and authorized, may be considered defective. The Subcontractor's warranty excludes remedy for damage or defect caused by abuse, modifications not executed by the Subcontractor, improper or insufficient maintenance, improper operation, or normal wear and tear under normal usage. This warranty shall be in addition to and not in limitation of any other warranty or remedy required by the Subcontract Documents. 4.6 INDEMNIFICATION 4.6.1 To the fullest extent permitted by law, the Subcontractor shall indemnify and hold harmless the Owner, Contractor, Architect, Architect's consultants, and agents, and employees of any of them from and against claims, damages, losses, and expenses, including, but not limited to attorney's fees, arising out of or resulting from performance of the Subcontractor's work under this Subcontract, provided that any such claim, damage, loss or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the work itself), but only to the extent caused by the negligent acts or omissions of the Subcontractor, the Subcontractor's Sub-subcontractors, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss or expense is caused by them or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss or expense is caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or otherwise reduce other rights or obligations of indemnity, which would otherwise exist as to a party or person described in this Paragraph 4.6 7 4.6.2 In claims against any person or entity indemnified under this Paragraph 4.6 by an employee of the Subcontractor, the Subcontractor's Sub-subcontractors, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, the indemnification obligation under Subparagraph 4.6.1 shall not be limited by a limitation on the amount or type of damages, compensation or benefits payable by or for the Subcontractor or the Subcontractor's Sub-subcontractors under Workers' Compensation Acts, Disability Benefit Acts, or other employee benefit acts. 4.6.3 In the event that a party is requested, but refuses to honor the indemnity obligations hereunder, then the party indemnifying shall, in addition to all other obligations, and upon adjudication of the party's liability for indemnification, pay the cost of bringing such action including, but not limited to, reasonable attorneys' fees, costs and expert fees to the party requesting indemnity. This provision shall survive termination of this Agreement. 4.7 REMEDIES FOR NONPAYMENT 4.7.1 If the Contractor does not pay the Subcontractor through no fault of the Subcontractor, within seven days from the time payment should be made as provided in this Agreement, the Subcontractor may, without prejudice to any other available remedies, upon seven additional days' written notice to the Contractor, stop the work of this Subcontract until payment of the amount owning has been received. Notwithstanding anything to the contrary, the receipt of payment by the Contractor from the Owner shall be a condition precedent for payment to the Subcontractor by the Contractor unless the Owner's failure to have made timely payment shall have been caused exclusively by the Contractor. ARTICLE 5 - CHANGES IN THE WORK 5.1 The Owner may make changes in the work by issuing Modifications to the Prime Contract. Upon receipt of such a Modification issued subsequent to the execution of the Subcontract Agreement, the Contractor shall promptly notifij the Subcontractor of the Modification. Unless otherwise directed by the Contractor, the Subcontractor shall not thereafter order materials or perform work which would be inconsistent with the changes made by the Modifications to the Prime Contract. 5.2 The Subcontractor may be ordered in writing by the Contractor, without invalidating this Subcontract, to make changes in the work Within the general scope of this Subcontract consisting of additions, deletions, or other revisions, including those required by Modifications to the Prime Contract issued subsequent to the execution of this Agreement, the Subcontract sum and the Subcontract time being adjusted accordingly. The Subcontractor, prior to the commencement of such changed or revised work shall submit promptly to the Contractor written copies of a claim for adjustment to the Subcontract sum and Subcontract time for such revised work in a manner consistent with requirements of the Subcontract Documents. The Subcontractor shall proceed with the changed work as directed by the Contractor while such claim for adjustment is being determined. 5.3 The Subcontractor shall make all claims promptly to the Contractor for additional cost, extensions of time, and damages for delays or other causes in accordance with the Subcontract Documents. A claim which will affect or become part ofa claim which the Contractor is required to make under the Prime Contract within a specified time period or in a specified manner shall be made in sufficient time to permit the Contractor to satisfy the requirements of the Prime Contract. Such claims shall be received by the Contractor not less than two working days preceding the time by which the Contractor's claim must be made. Failure of the Subcontractor to make such a timely claim shall bind the Subcontractor to the same consequences as those to which the Contractor is bound. Receipt of payment from the Owner by the Contractor for extra work, damages or any other claims shall be a condition precedent to the right of the Subcontractor to receive payment from the Contractor for such costs, damages or claims. ARTICLE 6 - MEDIATIONAND ARBITRATION 6.1 MEDIATION 6.1.1 Any claim arising out of or related to this Subcontract except claims as otherwise provided in Subparagraph 4.1.5 and except those waived in this Subcontract, shall be subject to mediation as a condition precedent to arbitration or the institution of legal or equitable proceedings by either party. 6.1.2 The parties shall endeavor to resolve their claims by mediation which, unless the parties mutually agree otherwise, shall be in accordance with the Construction Industry Mediation Rules of the American Arbitration Association currently in effect. Request for mediation shall be filed in writing with the other party to this Subcontract and the American Arbitration Association, Philadelphia office. The request may be made concurrently with the filing ofa demand for arbitration but, in such event, mediation shall proceed in advance of arbitration or legal or equitable proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order. 6.1.3 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in Harrisburg, Pennsylvania. Agreements reached in mediation shall be enforceable as settlement agreements in any court laving jurisdiction thereof. 6.2 ARBITRATION 6.2.1 Any claim arising out of or related to this Subcontract, except claims as otherwise provided in Subparagraph 4.1.5 and except those waived in this Subcontract, shall be subject to arbitration, Prior to arbitration, the parties shall endeavor to resolve disputes by mediation in accordance with the provisions of Paragraph 6.1. 6.2.2. Claims not resolved by mediation shall be decided by arbitration which, unless the parties mutually agree otherwise, shall be in accordance with the Construction Industry Arbitration Rules of the American Arbitration Association currently in effect. Demand for arbitration shall be filed in writing with the other party to this Subcontract and with the American Arbitration Association, Philadelphia office. 6.2.3 A demand for arbitration shall be made within the time limits specified in the conditions of the Prime Contract as applicable, and in other cases within a reasonable time after the claim has arisen, and in no event shall it be made after the date when institution of legal or equitable proceedings based on such claim would be barred by the applicable statute of limitations. 6.2.4 Limitation on Consolidation or joinder - except by written consent of the person or entity sough to be joined, no arbitration arising out of or relating to the Subcontract shall include, by consolidation or joinder or in any other manner, any person or entity not a party to the Subcontract under which such arbitration arises, unless it is shown at the time the demand for arbitration is filed that (1) such person or entity is substantially involved in a common question of fact or law, (2) the presence of such person or entity is required if complete relief is to be accorded in the arbitration, (3) the interest or responsibility of such person or entity in the matter is not insubstantial, and (4) such person or entity is not the Architect, the Architect's employee, the Architect's consultant or an employee or agent of any of them. This agreement to arbitrate and any other written agreement to arbitrate with an additional person or persons referred to herein shall be specifically enforceable under applicable law in any court having jurisdiction thereof. 6.2.5 Claims and Timely Assertion of Claims - the party filing a notice of demand for arbitration must assert in the demand all claims then known to that party on which arbitration is permitted to be demanded. Any arbitration hearing shall be held in Harrisburg, Pennsylvania. 6.2.6 Judgment on Final Award - the award rendered by the arbitrator or arbitrators shall be final, and judgment may be entered upon it in accordance with the Pennsylvania Statutory Arbitration Law, 42 Pa. C.S.A., Section 7301, Chapter A. ARTICLE 7 - TERMINATION, SUSPENSION OR ASSIGNMENT OF THE SUBCONTRACT 7.1 TERMINATION BY THE SUBCONTRACTOR 7.1.1 The Subcontractor may terminate the Subcontract for the same reasons and under the same circumstances and procedures with respect to the Contractor as the Contractor may terminate with respect to the Owner under the Prime Contract, or for nonpayment of amounts due under this Subcontract for 60 days or longer. In the event of such termination by the Subcontractor for any reason which is not the fault of the Subcontractor, Sub-subcontractor, or their agents or employees or other persons performing portions of the work under contract with the Subcontractor, the Subcontractor shall be entitled to recover from the Contractor payment for work executed. 7.2 TERMINATION BY THE CONTRACTOR 7.2.1 If the Subcontractor persistently or repeatedly fails or neglects to carry out the work in accordance with the Subcontract Documents or otherwise to perform in accordance with this Subcontract and fails within seven days after receipt of written notice to commence and continue correction of such default or neglect with diligence and 10 promptness, the Contractor may, without prejudice to any other remedy the Contractor may have, terminate the Subcontract and finish the Subcontractor's work by whatever method the Contractor may deem expedient. If such expense and damages exceed such unpaid balance, the Subcontractor shall pay the difference to the Contractor. In addition to the foregoing, the Contractor may terminate the Subcontract for the same reasons and circumstances, and in accordance with the same procedures, as the Owner may terminate the Prime Contact as provided in the General Conditions of the Prime Contract or elsewhere. 7.2.2 If the Owner terminates the Contract for the Owner's convenience, the Contractor shall deliver written notice to the Subcontractor. 7.2.3 Upon receipt of written notice of termination, the Subcontractor shall: 1. Cease operations as directed by the Contractor in the notice; 2, take actions necessary, or that the Contractor may direct, for the protection and preservation of the Work; and 3. except for work directed to be performed prior to the effective date of termination stated in the notice, terminate all existing Sub-subcontracts and purchase orders and enter into no further Sub-subcontracts and purchase orders. 7.2.4 In case of such termination for the Owner's convenience, the Subcontractor shall be entitled to receive payment for work executed, and costs incurred by reason of such termination, if Contractor is entitled to such payment. Receipt of payment by the Owner to the Contractor for such termination of the Subcontract shall be a condition precedent to the right of the Subcontractor to payment for termination. 7.3 SUSPENSION BY THE CONTRACTOR FOR CONVENIENCE 7.3.1 The Contractor may, without cause, order the Subcontractor in writing to suspend, delay or interrupt the work of this Subcontract in whole or in part for such period of time as the Contractor may determine. In the event of suspension ordered by the Contractor, the Subcontractor may be entitled to an equitable adjustment of the Subcontract time and Subcontract sum, if Contractor has received payment by the Owner for such suspension. 7.3.2 An adjustment shall be made for increases in the Subcontract time and Subcontract sum, including profit on the increased cost of performance, caused by suspension, delay, or interruption. No adjustment shall be made to the extent: 1. That performance is, was or would have been so suspended, delayed or interrupted by another cause for which the Subcontractor is responsible; 2. that an equitable adjustment is made or denied under another provision of this Subcontract. 7.4 ASSIGNMENT OF THE SUBCONTRACT 7.4.1 In the event of termination of the Prime Contract by the Owner, the Contractor may assign this Subcontract to the Owner, with the Owner's agreement, subject to the provisions of the Prime Contract and to the prior rights of the surety, if any, obligated under bonds relating to the Prime Contract. In such event, the Owner shall assume the Contractor's rights and obligations under the Subcontract Documents. If the work of the 11 Prime Contract has been suspended for more than 30 days, the Subcontractor's compensation maybe equitably adjusted. 7.4.2 The Subcontractor shall not assign the work of this Subcontract without the written consent of the Contractor, nor subcontract the whole of this Subcontract without the written consent of the Contractor, nor further subcontract portions of this Subcontract without written notice to the Contractor when such notification is requested by the Contractor. ARTICLE 8 - THE WORK OF THE SUBCONTRACT 8.1 The Subcontractor shall execute the following portion of the work described in the Subcontract Documents, including all labor, materials, equipment, services and other items required to complete such portion of the work, except to the extent specifically indicated in the Subcontract Documents to be the responsibility of others. ARTICLE 9 - DATE OF COMMENCEMENT AND SUBTANTIAL COMPLETION 9.1 The Subcontractor's date of commencement is the date from which the Contract time of Paragraph 9.3 is measured; it shall be the date of this Agreement as first written above, unless a different date is stated below or provision is made for the date to be fixed in a Notice to Proceed issued by the Contractor. 9.2 Unless the date of commencement is established by a Notice to Proceed issued by the Contractor, or the Contractor has commenced visible work at the site under the Prime Contract, the Subcontractor shall notify the Contractor in writing not less than five (5) days before commencing the Subcontractor's work to permit the timely filing of mortgages, mechanic's liens and other security interests. 9.3 Thu' Work of This Subcontract shall be substantially completed not later than August 1s" 2002, subject to adjustments of this Subcontract Time as provided in the Subcontract Documents. 9.4 With respect to the obligations of both the Contractor and the Subcontractor, time is of the essence of this Subcontract. 9.5 No extension of time will be valid without the Contractor's written consent after claim made by the Subcontractor in accordance with Paragraph 5.3. ARTICLE 10 - SUBCONTRACT SUM 10.1 The Contractor shall pay the Subcontractor in current funds for performance of the Subcontract the Subcontract Sum of Two Hundred Thirhj Two Thousand Eight Hundred Dollars ($232,800.00), subject to additions and deductions as provided in the Subcontract Documents. 12 10.2 The Subcontract Sum is based upon the folloioing alternates, if any, which are described in the Subcontract Documents and have been accepted by the Owner and the Contractor. A.2 A.7 A.8 A.11 A.14 10.3 Unit prices, if any, are as follows: N/A ARTICLES 11- PROGRESS PAYMENTS 11.1 Based upon applications for payment submitted to the Contractor by the Subcontractor, corresponding to applications for payment submitted by the Contractor to the Architect, and certificates for payment issued by the Architect, the Contractor shall make progress payments on account of the Subcontract sum to the Subcontractor as provided below and elsewhere in the Subcontract Documents. Unless the Contractor provides the Owner with a payment bond in the full penal sum of the Contract Sum, payments received by the Contractor and Subcontractor for work properly performed by their contractors and suppliers shall be held by the Contractor and Subcontractor for those contractors or suppliers who performed work or furnished materials, or both, under contract with the Contractor or Subcontractor for which payment was made to the Contractor by the Owner or to the Subcontractor by the Contractor, as applicable. Nothing contained herein shall require money to be placed in a separate account and not commingled with money of the Contractor or Subcontractor, shall create any fiducianj liability or tort liability on the part of the Contractor or Subcontractor for breach of trust or shall entitle any person or entihy to an award of punitive damages against the Contractor or Subcontractor for breach of the requirements of this provision. Acceptance of periodic progress payments by the Subcontractor shall constitute a waiver of any and all claims by the Subcontractor against the Contractor or the Owner or any payment bond unless such claims are expressly reserved on the face of the Application for Payment. Upon request, Subcontractor shall furnish affidavits and release of claims and lien waivers in a form acceptable to Contractor. 11.2 The period covered by each application for payment shall be one calendar month ending on the last day of the month, or as follows: Payment shall be made within seven (7) days after receipt of payment from the Owner by the Contractor. Subcontractor shall submit its application for payment monthly or pursuant to a schedule established by Contractor. Receipt of payment by Contractor from Owner shall be a condition precedent to the right of Subcontractor to receive payment unless failure to have received payment shall be solely caused by fault of Contractor. 11.3 If an application for payment is received by the Contractor after the application date fixed above, the Subcontractor's work covered by it shall be included by the Contractor in the next Application for Payment submitted to the Architect. 13 11.4 Each application for payment shall be based upon the most recent schedule of values submitted by the Subcontractor in accordance with the Subcontract Documents. The schedule of values shall allocate the entire Subcontract sum among the various portions of the Subcontractor's work and be prepared in such form and supported by such data to substantiate its accuracy as the Contractor may required. This schedule, unless objected to by the Contractor, shall be used as a basis for reviewing the Subcontractor's Application for Payment. 11.5 Applications for payment submitted by the Subcontractor shall indicate the percentage of completion of each portion of the Subcontractor's work as of the end of the period covered by the Application for Payment. 11.6 Subject to the provisions of the Subcontract Documents, the amount of each progress payment shall be computed as follows: Payment within seven (7) days of payment by the owner. 11.6.1 Take that portion of the Subcontract sum properly allocable to completed work as determined by multiplying the percentage completion of each portion of the Subcontractor's work by the share of the total Subcontract sum allocated to that portion of the Subcontractor's work in the schedule of values, less ten percent (10%) retainage. Pending final determination of cost to the Contractor of changes in the work which have been properly authorized by the Contractor, amounts not in dispute shall be included to the same extent provided in the Prime Contract, even though the Subcontract sum has not yet been adjusted. 11.6.2 Add that portion of the Subcontract sum properly allocable to materials and equipment delivered and suitably stored at the suite by the Subcontractor for subsequent incorporation in the Subcontractor's work or, if approved by the Contractor, suitably stored off the site at a location agreed upon in writing, less the same percentage retainage required by the Prime Contract to be applied to such materials and equipment in the Contractor's application for payment, Subtract the aggregate of previous payments made by the Contractor, and 11.6.4 Subtract amounts, if any, calculated under Subparagraph 11.7.1 or 11.7.2, which are related to work of the Subcontractor for which the Architect has withheld or nullified, in whole or in part, a certificate of payment for a cause which is the fault of the Subcontractor. 11.6.5 The Contractor may withhold payment from the Subcontractor, in whole or in part, for any failure of the Subcontractor to perform per the terms and conditions of the Subcontract Documents or for the reasons and circumstances by which the Owner may withhold payment from the Contractor, regardless of whether or not the Owner actually has withheld payment from the Contractor. 11.7 Upon the partial or entire disapproval by the Contractor of the Subcontractor's application for payment, the Contractor shall provide written notice to the Subcontractor. 14 When the basis for the disapproval has been remedied, the Subcontractor shall be paid the amounts withheld. 11.8 SUBSTANTIAL COMPLETION 11.8.1 When the Subcontractor's work or a designated portion thereof is substantially complete and in accordance with the requirements of the Prime Contract, the Contractor shall, upon application by the Subcontractor, make prompt application for payment for such work. Within 30 days follozing issuance by the Architect of the certificate for payment covering such substantially completed work, the Contractor shall, to the full extent allowed in the Prime Contract, make payment to the Subcontractor, deducting any portion of the funds for the Subcontractor" work withheld in accordance with the certificate to cover costs of items to be completed or corrected by the Subcontractor. Such payment to the Subcontractor shall be the entire unpaid balance of the Subcontract sum if a full release of retainage is allowed under the Prime Contract for the Subcontractor's work prior to the completion of the entire project. If the Prime Contract does not allow for a full release of retainage, then such payment shall be an amount which, when added to previous payments to the Subcontractor, will reduce the retainage on the Subcontractor's substantially completed work to the same percentage of retainage as that on the Contractor's work covered by the certificate. Payment to the Contractor by the Owner shall be a condition precedent to the right of the Subcontractor to receive payment. Payment to the Subcontractor shall no constitute acceptance of work. ARTICLE 12 - FINAL PAYMENT 12.1 Final payment, constituting the entire unpaid balance of the Subcontract sum, shall be made by the Contractor to the Subcontractor when the Subcontractor's work is fully performed in accordance with the requirements of the Subcontract Documents, the Architect has issued a certificate for payment covering the Subcontractor's completed work, and the Contractor has received payment from the Owner. Payment to the Contractor by the Owner shall be a condition precedent to the right of the Subcontractor to receive final payment unless failure of Contractor to receive payment is solely the fault of the Contractor. Final payment shall be made ten (10) days after receipt of same by the Contractor from the Owner. 12.2 Before issuance of the final payment, the Subcontractor, if required, shall submit evidence satisfactonj to the Contractor that all payrolls, bills for materials and equipment, and all known indebtedness connected with the Subcontractor's work have been satisfied. Acceptance of final payment by Subcontractor shall constitute a waiver of any and all claims against the Contractor, Owner, or Surety. Subcontractor shall pursue a general release and final lien waiver in a form acceptable to Contractor. ARTIECLE 13 - INSURANCE AND BONDS 13.1 The Subcontractor shall purchase and maintain insurance of the following types of coverage and limits of liability coverages in the forms and limits as set forth in the Owner-Contractor Agreement or such limits as set forth below, whichever is greater: 15 Commercial General Liability, including coverage for Premise-Operations, Independent Contractors' Protective, Products-Completed Operations, Contractual Liability, Personal Injury, and Broad Form Property Damage (including coverage for Explosion, Collapse, and Underground Hazards): $1,000,000 Each Occurrence $2,000,000 General Aggregate $1,000,000 Personal and Advertising Injury $2,000,000 Products-Completed Operations Aggregate $ 100,000 Fire Damage The policy shall be endorsed to have the General Aggregate apply to this project only. Products and Completed Operations insurance shall be maintained for a minimum period of at least two (2) years after either ninety (90) days following substantial completion or final payment, whichever is earlier. Automobile Liability (owned, non-owned and hired vehicles) for bodily injury and property damage: $1,000,000 Each Accident Other Coverage: Excess Liability Other than Umbrella for Each Occurrence - $2,000,000 Aggregate - $5,000,000 Contractor shall be named an additional insured and provided with certificates of insurance prior to the commencement of Subcontractor's work. 13.2 Coverages, written on an occurrence basis, shall be maintained without interruption from date of commencement of the Subcontractor's work until date of final payment or date coverage is required to be maintained after final payment to the Subcontractor, whichever is later. 13.3 Certificates of insurance acceptable to the Contractor shall be filed with the Contractor prior to commencement of the Subcontractor's work. These certificates and the insurance policies required by this Article 13 shall contain a provision that coverages afforded under the policies will not be canceled or allowed to expire until at least 30 days' prior written notice has been given to the Contractor. If any of the foregoing insurance coverages are required to remain in force after final payment and are reasonably available, an additional certificate evidencing continuation of such coverage slall be submitted with the final application or payment as required in Article 12. If any information concerning reduction of coverage is not furnished by the insurer, it shall be furnished by the Subcontractor with reasonable promptness according to the Subcontractor's information and belief. 13.4 The Contractor shall furnish to the Subcontract satisfactory evidence of insurance required of the Contractor under the Prime Contract. 16 13.5 The Contractor shall promptly, upon request of the Subcontractor, furnish a copy or permit a copy to be made of any bond covering payment of obligations arising under the Subcontract. 13.6 Performance Bond and Payment Bond: 13.7 PROPERTY INSURANCE 13.7.1 Subcontractor shall provide property and equipment insurance for the full value of the Subcontractor's work, including property and equipment insurance coverage for all materials and equipment stored off-site or in transit whether or not such work is covered under the project property insurance, unless the Contractor issues a specific written waiver of the requirements that the Subcontractor provide property and equipment insurancefor the full value of the Subcontractor's work. 13.8 WAIVERS OF SUBROGATION 13.8.1 The Contractor and Subcontractor waive all rights against (1) each other and any of their subcontractors, sub-subcontractors, agents and employees, each of the other, and (2) the Owner, the Architect, the Architect's consultants, separate contractors, and any of their subcontractors, sub-subcontractors, agents and employees for damages caused by fire or other causes of loss to the extent covered by property insurance provided under the Prime Contract or other property insurance applicable to the work, except such rights as they may have to proceeds of such insurance held by the Owner as a fiduciary. The Subcontractor shall require of the Subcontractor's Sub-subcontractors, agents, and employees, by appropriate agreements, written where legally required for validity, similar waivers in favor of the parties enumerated herein. The policies shall provide such waivers of subrogation by endorsement or otherwise. A waiver of subrogation shall be effective as to a person or entity even though that person or entity would otherwise have a duty of indemnification, contractual or otherwise, did not pay the insurance premium directly or indirectly, and whether or not the person or entity had an insurable interest in the property damaged. ARTIECLE 14 - TEMPORARY FACILITIES AND WORKING CONDITIONS 14.1 The Contractor shall furnish and make available to the Subcontractor the following temporanj facilities, equipment and services, these shall be furnished at no cost to the Subcontractor unless otherwise indicated below: 14.1.1 The Subcontractor is responsible for verifijing the dimensions and elevations at the site by field measurements prior to ordering materials or in any way commencing to perform work. 71ie Subcontractor shall be solely responsible for monitoring the progress of the project and for coordinating and performing all field measurements in a timely manner sufficient to support the Project Schedule 14.2 Specific working conditions: No smoking policy ID badges must be worn Project is phased - multiple trips required 17 Act 34 Forms must be provided to obtain ID badges 14.2.1 All work shall be performed in accordance with Subcontractor's safety program and Contractor's Safety Program (a copy of which will be posted at the job site). 14.2.2 This Agreement contains an Equal Opportunity Provision by which Subcontractor agrees not to discriminate against any employee or applicant for employment by reasons of race, color, religion, sex, or national origin. 14.2.3 Subcontractor shall supply all MSDS information for materials utilized in its work to the Contractor's Superintendent. Prior to coming on site MSDS information must be on file. 14.2.4 For prevailing wage projects, certified payroll submissions are required. 14.2.5 For school projects, Act 34 clearances are required. 14.2.6 A bond is not required. 14.2.7 Subcontractor shall be subject to liquidated damages of One Thousand Dollars ($1,000.00 ) per calendar day for submittals delayed past forty-five (45) days from the notice to proceed and One Thousand ($1,000.00) per calendar day of delay past completion date for each phase as identified by the contract documents. ARTICLE 15 - MISCELLANEOUS PROVISIONS 15.1 Where reference is made in this Subcontract to a provision of another Subcontract Document, the reference refers to the provision as amended or supplemented by other provisions of the Subcontract Documents. 15.2 Payments due and unpaid under this Subcontract shall bear interest from the date payment is due at such rate as the parties may agree upon in writing or, in the absence thereof, at the legal rate prevailing from time to time at the place where the project is located. Receipt of payment of interest from the Owner is a condition precedent to the payment of interest to the Subcontractor. 15.3 Retainage and any reduction thereto is as follo:vs: Ten Percent (10%) 15.4 This Agreement is governed by the laws of the Commonwealth of Pennsylvania without application of its choice of law provisions. 15.5 If any Subcontractor, laborer or material supplier of the Subcontractor or any other person directly or indirectly acting for or through it files a Mechanics' Lien or claim against the project, the property, or any improvements thereon or against any monies due or to become due from the Owner to the Contractor or from the Contractor to the Subcontractor, for or on account of any work, labor, services, materials, or equipment or other terms furnished in connection with the work or any change order, the 18 Subcontractor agrees to satisfy, remove, or discharge such lien or claims at its own expense by bond, payment or otherwise within ten (10) days of the date of the filing thereof. If Subcontractor shall fail to do so, the Contractor shall have the right, in addition to all other rights and remedies provided in the Contract Documents or by latw, to satisfij, remove or discharge such liens or claims by whatever means the Contractor chooses at the entire expense of the Subcontractor, including legal fees and expenses. ARTICLE 16 - ENUMERATION OF SUBCONTRACT DOCUMENTS 16.1 77w Subcontract documents, except for Modifications issued after execution of this Subcontract, are enumerated as follows: 16.1.1 This executed Standard Form of Agreement Between Contractor and Subcontractor, 16.1.2 The Prime Contract, consisting of the Agreement between the Owner and the Contractor dated as first entered above and the other Contract Documents enumerated in the Owner-Contractor Agreement, 16.1.3 The following Modifications to the Prime Contract, if any, issued subsequent to the execution of the Owner-Contractor Agreement but prior to the execution of this Agreement: Modification 1 Date 25 August 2000 Modification 2 Date 28 August 2000 Modification 3 Date 1 September 2000 Modification 4 Date 6 September 2000 Modification 5 Date 8 September 2000 16.1.4 Other Documents, if any, forming part of the Subcontract Documents areas follows: Wage Rates Specifications 09650, 09680, 09060, 09050 Drawings - A3.1 through A1.13, A6.8 through A6.12, A11.1 through A11.9 Phased schedule This Agreement entered into as of the day and year first written above. Kamand Construction, Inc. Michael P. Kadilak, President (Printed name and title) ?T Ar 1 oo1 rin g, Inc. Sanutf R. A1510Ltj' /CStQGs?' (Printed name and title) 19 EXHIBIT C Arnold Flooring Inc. 532U Ts" Awns, Harrisburg, PA Hirt TO: KAMAND GONSTRULTION 203 LYNDALE COURT MECHANICSBURG, PA 0 CHANGE ORDER DATE: 10-11-01 ATTN: MIKE K 508: EAST P£NNSBORO H.S. DESC .wnON: TO PATCH 1" AND 2110 FLOOR OF NEW BLDG. FROM 8/20/01 TO 10/11101 L.ABOR 300 HRS. 0 $ -00.00 HR. $ 1,000,00 7n.50.7191 Phoos 1r1.51o.1i95 Fax ArnoWFleoringeaol.com NOTE: THIS CHANGE ORDER BECOMES PART OF AND IN CONFORMANCE WITH THE EKISTING CDNTRACT. WE AGREE HEREBY TO MAKE THE CHANGE(S) SPECIFIED ABOVE AT THIS PRICE: TOTAL: A$ ABOV£ AUTHORIZED SIG TURE LD FLDORING, INC. ) 7E Y R OrLUD, PRESIDENT AL WORK TO BE PERFORMED UNDER THE SAME TERMS AND CONDITIONS AS SPECIFIED IN THE ORIGINAL CONTRACT, UNLESS OTHERWISE STATED. SIGNATURE: DATE: Tcffrol R. Arnold, Prssidom AFI CHANGE ORDER TO: Kamand Construction 203 Lynndale Court Mechanicsburg, PA 17055 DATE: 8-13-02 ATTN:Mike McKay DESCRIPTION: JOB: East Pennsboro H.S TO INSTALL 6" BASE IN OFFICE AREA IN LIEU OF 4" 6" BASE 480 LF @ $ 1.50 LF $ 720.00 NOTE: This Change Order becomes part of and in conformance with the existing contract. We agree hereby to make the change(s) specified above at this price: TOTAL: $ 720.00 Authorized Signature ( Arnold Flooring, Inc.) Jeffrey R. Arnold, President All work to be performed under the same terms and conditions as specified in the original Contract, unless otherwise stated. SIGNATURE: DATE: mwid Flee-ring, Inc. 'JstM Ja{r•r M+oo. detddwg, M Mrs, CMANGE 014 TO: Kamand ConewcNon DATE: 9-24.02 203 Lynndale Court Mechanie"S' PA 17030 ATTN:Mike McKay JOB: East Penn DESCRIPTION: m,5M:eel "wo In4wl" fie Arrd Mgsr ?vghsl•M TO FURNISH AND INSTALL ROM STAIR NOSING, RISERS AND vCT ON STEPS N ROOM F104, (NEED COLOR OF vCT ) NOTE: VCT FOR THE BOTTOM AREA IS ON SITE. THIS IS COLOR 141 'WITH PATTERN A 12/32. TOTAL S 5,00.00 NOTE: This Change Order becomes part of and in WAfQMW144 with the existing %cntracL We agree herby to make the change(s) sp";flod above at this price: TOTAL: AS A90VE Authorized Si Arnold Flooring, Inc,) Cle R. Prasldmt All work to be performed under the same terms and condlt{ons 4s specified in the originel Coatraot, unless Otl%Mvisc stag SlGN.4TVRiE' DATE: 9)t 5lx ) N'd4 pC M'X' ?." V. Atoeld, vfestdent I a 0 0 NT 5.00 m AE API Arnold Flooring, Inc. 5321A Sayue Avenue, Harrisburg. PA 1`1112 TO: Kamand Construction 203 Lynndale Court Mechanicsburg, PA 17055 ATTN:Mike McKay DESCRIPTION: DATE: 10-3-02 7effrey R. Arnold, President 7rt.5403131 Phone 1n.5403135 Fax ArnoldFlooringeaol.com JOB: East Pennsboro H.S. TO FURNISH AND INSTALL RUBBER TREADS AND RISERS ON STAIR K. NOTE: TREADS HAVE BEEN ORDERED. NOTE: This Change Order becomes part of and in conformance with the existing contract. We agree hereby to make the change(s) specified above at this price: TOTAL : $ 500.00 Authorized . 'gnature ( Arnold Flooring, Inc.) 0111 J -Arnold, President All work to be perfornied under the same terms and conditions as specified in the original Contract, unless otherwise stated. SIGNATURE: DATE: AIR GNANGI6 ORDER TO: KAMAND CONSTRUCTION ATTN: MIKE / GARY DESCRIPTION: DATE: 11-09-01 TOO: EAST PENNSBOFO HS TO PREP THE FOLLOWING, AREAS. U6. If H95. e $ 40.00 ADMIN. 4 HRS. B $ 30.00 BAL 151 FL. CLASSROOMS 20 HRS. e $ 30.00 TOTAL $ 190.00 $ 190.00 $ (000.00 $ 9(00.00 NOTE: THIS CHANGE ORDER BECOMES PART OF AND IN CONFORMANCE WITH THE EXISTING CONTRACT. WE AGREE HEREBY TO MAKE THE CHANGE(S) SPECIFIED A60V£ AT THIS PRICE: TOTAL: AS A50V£ AUTIAOFIZED SIGNATURE (ARNOLD FLOOFING, INC, ) 7EFFREY R. ARNOLD. PFESIDENT ALL WORK TO BE PERFORMED UNDER THE SAME TERMS AND CONDITIONS AS SPECIFIED IN THE ORIGINAL CONTRACT, UNLESS OTHERWISE STATED. SIGNATURE: DATE: C Arnold Flooring, Inc. 532- A Saycee Avenue, llarriebur% PA ring 0 CHANGE ORDER TO: Kamand Construction 203 Lynndale Court Mechanicsburg, PA 17050 ATTN:Mike McKay DESCRIPTION: DATE: 10-18-02 JOB: East Pennsboro H.S. 7n.50.1rin Phone lri.54o.1i35 Fax ArnoldFlooringeaol.com TO FURNISH AND INSTALL. VCT AND VINYL COVE IN SEVEN ROOMS THAT WERE TO HAVE EXISTING TO REMAIN. VCT 1,100 SF @ $ 1.50 $ 1,650.00 BASE 360 LF @ $ 1.50 $ 540.00 PREP 2,300 SF @ $ .75 $ 1,725.00 TOTAL $ 3,915.00 ALL WORK BASED ON AFTER HOURS NOTE: This Change Order becomes part of and in conformance with the existing contract. We agree hereby to make the change(s) specified above at this price: TOTAL: AS ABOVE uthorized S' a re ( Arnold Flooring, Inc.) A. Arnold, President All work to be performed under the same terms and conditions as specified in the original Contract, unless otherwise stated. SIGNATURE: DATE: Teffrey R. Arnold, President AR Q CHANGE ORDER TO: Kamand Construction 203 Lynndale Court Mechanicsburg, PA 17050 DATE: 10-11-02 ATTN: Mike McKay DESCRIPTION: JOB: East Pennsboro H.S. TO PATCH AND PREP FLOORS FOR VCT INSTALLATION AS PER ATTACHED WORK ORDER. LABOR 8 HRS. @ $ 40.00 MAT. 6 EA. @ $ 15.00 $ 320.00 $ 90.00 TOTAL $ 410.00 NOTE: This Change Order becomes part of and in conformance with the existing contract. We agree hereby to make the change(s) specified above at this price: Authorized Signature ( Arnold Flooring, Inc.) Jeffrey R. Arnold, President TOTAL: AS ABOVE All work to be performed under the same terms and conditions as specified in the original Contract, unless otherwise stated. SIGNATURE: DATE: L 4 GHAN66 ORDeR TO: Kamand Construction 203 Lynndale Court Mechanicsburg, PA 17050 DATE: 11-15-02 ATTN:Mike McKay DESCRIPTION: JOB: East Pennsboro H.S. 1. TO FURNISH AND INSTALL VCT AND VINYL BASE IN JANITOR'S OFFICE. ALSO, PATCH FLOOR TO REC. NEW FLOORING. TOTAL ADD $ 1,060.00 NOTE: THIS AREA WAS SHOWN AS EXISTING TO REMAIN. NOTE: This Change Order becomes part of and in conformance with the existing contract. We agree hereby to make the change(s) specified above at this price: Authorized Signature ( Arnold Flooring, Inc.) Jeffrey R. Arnold, President TOTAL: AS ABOVE All work to be performed under the same terms and conditions as specified in the original Contract, unless otherwise stated. SIGNATURE: DATE: GNANGte ORDER TO: Kamand Construction DATE: 5-29-03 203 Lynndale Court Mechanicsburg, PA 17050 ATTN:Mike JOB: East Penn DESCRIPTION: MUSIC ROOM 1. CREDIT FOR NOSINGS IN BASE BID. 216'@$1.00LF ($216.00) 2. ADD FOR NOSINGS ( RISERS 216' @ $ 5.54 LF $ 1,196.00 TOTAL $ 980.00 NOTE: This Change Order becomes part of and in conformance with the existing contract. We agree hereby to make the change(s) specified above at this price: Authorized Signature ( Arnold Flooring, Inc.) Jeffrey R. Arnold, President TOTAL: $ 980.00 All work to be performed under the same terms and conditions as specified in the original Contract, unless otherwise stated. SIGNATURE: DATE: Arnold Flooring, Inc. 532IA Talc" Av6nu6, Harri6burg, 9A rn12 111.540.11*41 Phorl6 In.540.105 Fax ArnoldFlooringeaol.com CUSTOMERS ORDER NO I ORDER TAKEN BY .q F BILL TO 9 EXTRA WORK ORDER No. JOB NAME AND LOCATION JOB CONTACT DESCRIPTION OF WORK AND AREAS DATE WRITTEN I PHONE TIME AND MATERIAL a. z .. z et iF , . , . J WORKED1 WdhkW,, HRS. iI NI L fi*,.; SIB. "k 'V3?'1'i4. 1ABOREIi e. ..., TYPE OF MATERIAL AMOUNT USED ?TO ? uF2 ? I ??I\///VVV{{{fff???111111ggq??` AUTHORIZATION SIGNATURE' PRINTED NAME / DATE I INSTALLATION MANAGER ?l TOTAL AMOUNT I S 4t' '.t y aA? - t f'7 ? O N "Tl ?T w U-1. -o N Cll J 9; .T T r??? CZ) ELLSWORTH, CARLTON, MIXELL & WALDMAN, P.C. BY: ROBERT T. CARLTON, JR., ESQ. Attorney I.D. No.: 25050 1105 Berkshire Boulevard, Suite 320 Wyomissing, PA 19610 (610) 374-1135 Attorneys for Defendant Zurich North America ARNOLD FLOORING, INC. Plaintiff, V. COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA ZURICH NORTH AMERICA Defendant. NO: 04-527 CIVIL TERM ENTRY OF APPEARANCE TO THE PROTHONOTARY: Kindly enter this firm's appearance on behalf of Defendant Zurich North America in this civil action. Ellsworth, Carlton, Mixell & Waldman, P.C. By: Robert T. Carlton, Jr. Attorneys for Defendant Zurich North America March 1, 2004 ELLSWORTH, CARLTON, MIXELL & WALDMAN, P.C. BY: ROBERT T. CARLTON, JR., ESQ. Attorney I.D. No.: 25050 1105 Berkshire Boulevard, Suite 320 Wyomissing, PA 19610 (610) 374-1135 Attorneys for Defendant Zurich North America ARNOLD FLOORING, INC. COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff, v. ZURICH NORTH AMERICA NO: 04-527 CIVIL TERM Defendant. CERTIFICATE OF SERVICE I, Robert T. Carlton, Jr., Esquire, certify that on March 1, 2004, I caused a true and correct copy of the foregoing Entry of Appearance to be served by first class mail upon: Charles 0. Beckley, II, Esquire Beckley & Madden 212 North Third Street P.O. Box 11998 Harrisburg, PA 17108-1998 Robert T. Carlto , Jr. (•_ (tea CI o ail ?_c _? m ? .a r. r, r ti? G, O Curtis R. Long Prothonotary office of the Vrotbonotarp Cumberfaub Countp Renee K. Simpson Deputy Prothonotary John E. Slike Solicitor (Di-I - S.Z7 CIVIL TERM ORDER OF TERMINATION OF COURT CASES AND NOW THIS 5TH DAY OF NOVEMBER 2007 AFTER MAILING NOTICE OF INTENTION TO PROCEED AND RECEIVING NO RESPONSE - THE ABOVE CASE IS HEREBY TERMINATED WITH PREJUDICE IN ACCORDANCE WITH PA R C P 230.2. BY THE COURT, CURTIS R. LONG PROTHONOTARY One Courthouse Square 0 Carlisle, Pennsylvania 17013 • (717) 240-6195 9 Fax (717) 240-6573