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HomeMy WebLinkAbout09-7390WOOLFORD LAW, P.C. By: Timothy J. Woolford, Esquire Attorney I.D. 78941 ,_?: Ciara C. Young, Esquire Attorney I.D. 202994 Wheatland Place 941 Wheatland Avenue, Suite 402 Lancaster. PA 17603 ROWE SPRINKLER SYSTEMS, INC. 7993 US Highway 522 Suite #1 P.O. Box 407 Middleburg, PA 17482 Plaintiff, V. INSITE DEVELOPMENT, LLC 1943 Monterey Drive Mechanicsburg, PA 17050 Defendant. Attorneys for Plaintiff, Rowe Sprinkler Systems, Inc. IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, : PENNSYLVANIA JURY TRIAL DEMANDED NO. 09 - wo (1\11 l I?r?m NOTICE TO DEFEND 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 for any other claim or relief requested by the Plaintiff. YOU MAY LOSE MONEY OR PROPERTY OR OTHER RIGHTS IMPORTANT TO YOU. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE OR KNOW A LAWYER OR CANNOT AFFORD ONE, THEN YOU SHOULD GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. Cumberland County Bar Association 32 South Bedford Street Carlisle, PA 17013 1-800-990-9108 717-249-3166 WOOLFORD LAW, P.C. By: Timothy J. Woolford, Esquire Attorney I.D. 78941 By: Ciara C. Young, Esquire Attorney I.D. 202994 Wheatland Place 941 Wheatland Avenue, Suite 402 Lancaster, PA 17603 ROWE SPRINKLER SYSTEMS, INC. 7993 US Highway 522 Suite #1 P.O. Box 407 Middleburg, PA 17482 Plaintiff, V. Attorneys for Plaintiff, Rowe Sprinkler Systems, Inc. IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA JURY TRIAL DEMANDED INSITE DEVELOPMENT, LLC NO. OQ- 7340 ?,Q ?4 - 1943 Monterey Drive Mechanicsburg, PA 17050 Defendant. COMPLAINT Plaintiff Rowe Sprinkler Systems, Inc. ("Rowe"), by and through its undersigned counsel, Woolford Law, P.C., hereby files this Complaint against Defendant Insite Development, LLC ("Insite"), and in support thereof, avers the following: Parties 1. Plaintiff Rowe Sprinkler Systems, Inc. is a Pennsylvania business corporation with its principal place of business located at 7993 US Highway, 522 Suite #l, P. O. Box 407, Middleburg, Pennsylvania 17482. 2. Upon information and belief, Defendant Insite Development, LLC is a Pennsylvania limited liability company with its principal place of business located at 1943 Monterey Drive, Mechanicsburg, Pennsylvania, 17050. 2 Venue and Jurisdiction 3. Venue is proper in Cumberland County because it is the county where the transaction or occurrence took place out of which this cause of action arose. 4. The Contract between the parties required mediation and arbitration with the American Arbitration Association, but Defendant has failed and refused to participate. See letter from the American Arbitration Association attached hereto as Exhibit "A." The filing of this suit is not to be construed as a waiver of Plaintiff's right to arbitrate, but was necessitated by Defendant's failure to cooperate with alternative dispute resolution. Factual BackEround 6. In March of 2008, Rowe entered into a written contract with Insite (the "Contract") pursuant to which Rowe agreed to provide labor and materials necessary for furnishing, installing, testing and commissioning an automatic fire sprinkler protection system at the Comfort Suites Mechanicsburg hotel located at #5 Cumberland Technology Parkway, Mechanicsburg, Pennsylvania (the "Project"). A true and correct copy of the Contract is attached hereto as Exhibit "B." 7. Upon information and belief, Insite is a business entity whose sole officer is Donald Erwin ("Erwin") 8. Upon information and belief, Erwin owns and controls Insite 9. Erwin executed the Contract. 10. In return for its performance, Rowe was to be paid the Contract Sum of $260,000. 11. Rowe performed its work in a timely, good and workmanlike manner. 12. Rowe was never notified that any of its work was deficient in any respect or that it otherwise failed to comply with the requirements of the Contract. 13. In accordance with the Contract, Rowe submitted invoices to Insite in which it requested payment for work completed at the Project. 14. Despite receiving invoices for Rowe's work, Insite has failed and refused to pay the full amount due Rowe. 15. The amount due and owing Rowe under the Contract, exclusive of interest and penalties pursuant to the Pennsylvania Contractor and Subcontractor Payment Act, is $27,440. The invoices are attached hereto as Exhibit "C." 16. All conditions precedent to Rowe's entitlement to payment have been fulfilled. Count I Breach of Contract 17. Rowe incorporates by reference Paragraphs 1 through 16 as though set forth herein. 18. A valid contract existed between Rowe and Insite. 19. Pursuant to the terms of the Contract, Insite agreed to pay all amounts due and owing Rowe for the labor and materials Rowe provided to the Project. 20. Despite repeated requests and demands, Insite has failed and refused to pay Rowe the full amount due under the Contract. 21. At all material times, Rowe performed in accordance with the terms of the Contract and provided labor and materials in a timely, good and workmanlike manner. 22. Despite Rowe's fulfillment of its obligations under the Contract, Insite refuses to remit full payment to Rowe. 4 23. Insite materially breached the terms of the Contract by failing and refusing to pay Rowe. 24. Insite has also breached the duty of good faith and fair dealing by failing to satisfy its payment obligation to Rowe. 25. As a result of Insite's breach of the Contract and breach of the duty of good faith and fair dealing implied therein, Rowe has suffered damages in excess of $27,440. WHEREFORE, Plaintiff Rowe Sprinkler Systems, Inc. respectfully requests that this Honorable Court enter judgment in its favor and against Defendant Insite Development, LLC, and award damages in excess of $27,440, plus interest, penalties and attorneys' fees and any further relief which the Court deems just and proper. Count II Uniust Enrichment/Quantum Meruit 26. Rowe incorporates by reference Paragraphs 1 through 25 as though set forth herein. 27. Rowe supplied labor and materials to Insite at the Project for Insite's benefit and fully expected compensation from Insite for its work. 28. All of the work discussed above was performed at the direction of Defendants. 29. The amounts charged by Rowe for its work on the Project were fair and reasonable. 30. Defendants accepted and retained the benefits conferred upon it by Rowe. 31. These benefits increased the value of the Project and it would be inequitable for Defendants to retain the benefits without payment for the value of the labor and materials provided by Rowe. 32. If Defendants do not compensate Rowe for the work that it performed, they will be unjustly enriched by Rowe's work. 33. Defendant's retention of the benefits of the labor and materials supplied by Rowe without fully compensating Rowe would result in gross inequities. 34. The reasonable value of the unpaid labor and material is in excess of $27,440. WHEREFORE, Plaintiff Rowe Sprinkler Systems, Inc. respectfully requests that this Honorable Court enter judgment in its favor and against Defendants and award damages in excess of $27,440, and any further relief which the Court deems just and proper. Count III Violation of the Contractor and Subcontractor Payment Act 35. Rowe incorporates by reference Paragraphs 1 through 34 as though set forth herein. 36. The Contractor and Subcontractor Payment Act, 73 Pa.C.S.A. §501, et seq. (the "Payment Act") is applicable to this Contract. 37. Insite is an "owner" and Rowe is a "contractor," as defined by the Payment Act. 38. Insite failed to timely pay Rowe the full value of its invoices relating to the Project as required by the Payment Act. 39. Insite does not have a reasonable or good faith basis for withholding the amounts due Rowe. 40. Insite did not notify Rowe of any deficiency items within seven (7) calendar days of its receipt of Rowe's invoices as required by the Payment Act. 41. Insite's failure and refusal to pay Rowe for its materials and labor constitutes a violation of the Payment Act. 42. Pursuant to the Payment Act, Rowe is entitled to recover interest at the rate of one (1) percent per month, penalties at the rate of one (1) percent per month on all contract funds unlawfully withheld, as well as attorneys' fees. 43. Under the Act, the outstanding balance of $27,440 accrued interest at a rate of one percent of the amount due per month and an additional one percent per month in penalties through the date of filing this Complaint, an amount in excess of $2,428.32. 44. Interest ($274.40 per month) and penalties ($274.40 per month) continue to accrue in the amount of $548.80 per month. 45. Inclusive of interest and penalties under the Payment Act, Rowe is entitled to an amount in excess of $29,868.32. WHEREFORE, Plaintiff Rowe Sprinkler Systems, Inc. respectfully requests that this Honorable Court enter judgment in its favor and against Defendant Insite Development, LLC in an amount in excess of $29,868.32, plus interest and penalties accrued after the date of filing, attorneys' fees, cost of suit, and any further relief which the Court deems just, proper and equitable. Count IV Piercing the Corporate Veil Rowe Sprinkler Systems, Inc. v. Insite Development, LLC 46. Rowe incorporates by reference Paragraphs 1 through 45 as though set forth herein. 47. Erwin controls Insite. 48. To the extent that Insite is unable to pay its obligations to Rowe, then Erwin is responsible for those obligations. 49. During the course of the Project, Rowe took direction from Erwin. 50. Upon information and belief, Insite has been undercapitalized and is unable to pay Rowe's invoices. 51. Insite has failed to adhere to formalities. 52. There has been substantial intermingling of corporate and personal affairs. 53. Insite has used the limited liability form to perpetrate fraud in that, inter alia, Insite enticed Rowe and other contractors into entering into the contracts on the Project by falsely telling them that Insite would ensure they were paid for their work when, in fact, Insite knew it would not be able to pay them. 54. Justice and public policy demand that the corporate veil be pierced and piercing the corporate veil will not prejudice the rights of innocent parties. WHEREFORE, Plaintiff Rowe Sprinkler Systems, Inc. demands judgment in its favor and against the Defendant Donald H. Erwin in the amount of $29,868.32, plus interest and penalties accrued after the date of filing, attorneys' fees, cost of suit, and any further relief which the Court deems just, proper and equitable. Respectfully submitted, WOOLFORD LAW, P.C. By: OHua , %M Timothy J. Woolfo d Attorney I.D. 7894 Ciara C. Young Attorney I.D. 202994 Wheatland Place 941 Wheatland Avenue, Suite 402 Lancaster, PA 17603 P: 717-290-1190 F: 717-290-1196 VERIFICATION I, George L. Church, Jr., am the President of Rowe Sprinkler Systems, Inc., and I verify that I am authorized to make this Verification on behalf of Rowe, Inc., the Plaintiff in this matter. I verify that the language of this Complaint is that of counsel and not my own; and that the facts set forth in the foregoing document are true and correct to the best of my knowledge, information and belief. I understand the statements herein are made sub ect'to the penalties of perjury and 18 Pa. C.S.A. § 4904 relating to unworn fall Date: October , 2009 +r r---x4i? m ,? ?®?3 w a g $ v g n y 'm • ® American Arbitration Association Dispute Resolution Services Worldwide October 6, 2009 Via Electronic Mail Ciara C. Young, Esq. Woolford Law PC Wheatland Place 941 Wheatland Avenue, Suite 402 Lancaster, PA 17603 Via Facsimile Donald Erwin Insite Development 1943 Monterey Drive Mechanicsburg, PA 17050 Re: 14 124 01619 09 Rowe Sprinkler Systems, Inc. and Insite Development - Donald Erwin Dear Parties: • Northeast Case Management Center 950 Warren Avenue, East Providence, RI 02914 telephone: 866-293-4053 facsimile: 401-435-6529 internet: http://www.adr.org/ Inasmuch as no correspondence has been received from Insite Development - Donald Erwin we will assume Insite Development - Donald Erwin is not in agreement to mediate and we have this date closed our file. In accordance with section M-17 of the AAA's Mediation Procedures the parties have each been invoiced for their share of the AAA's services. Please remit payment on or before November 6, 2009. Any outstanding charges due may be paid by credit card through WebFile, the AAA's online filing and case administration tool or by remitting payment to this office. You can access WebFile by clicking the "File a Case" link on our home page at www.adr.org. Thank you for using the mediation services of the American Arbitration Association. If we may be of further service to you in the future, please do not hesitate to contact us. Sincerely, Lois C. Rosinski Case Manager 401 431 4993 Rosinskil@adr.org Supervisor Information: Brian J. Lonergan, 401 431 4733, LonerganB@adr. org rxwif B m n w m o g 0 ? o ? m m %#AIA Docu meat A'107To -2007 Standard Form of Agreement Between Owner and Contractor for a Project of Limned Scope AGREEMENT made as of the day of March in the year 2008 (In wards, indicate day, month and year) BETWEEN the Owner. (Name. address and other information) Insite Development 1943 Monterey Drive Mechanicsburg, PA 17050 717-319-1159 and the Contractor. (Name, address and other information) Rowe Sprinkler Systems, Inc. 7993 US Highway 522 P.O. Box 407 Middleburg,: PA 17482 570-837-7647 for the following Project: (Nam location and detailed description) Comfort Suites Mechanicsburg #5 Cumberland Technology Parkway Mechanicsburg, PA 1705Wonstrvetion of 4-Story Comfort Suites Mechanicsburg PA The Architect: (Name address and other information) MWT Ken Ii Lofsamid 520 Collins Aikman Drive Suite zoo Charlotte, NC 3.82...62 The Owner and Contractor agree as follows. Rothe Sprinkler Systems, Inc, shall design, furnish, install, test and cotumission automatic fire sprinUer protection in accordance with NFPA #13R for she four-story hotel and underground parking garage, with standpipe system in accordance with NFPA #14, and electric fire pump in accordance with NFPA lt20. All work shall be in accordance with the PA Uniform Construction Code, and applicable editions of the above standards as raefer+enced in the PA UCC'(as may be modified by adopted local amendment) shall be used. ADDITIONS AND DELETIONS: The author of this document has added information needed for its completion, The author may also, have revised the tezt of the original AIA standard form. An Additions and Deletions Repart that notes added information as well as revisions to the standard form text is available: from the author and should be reviewed. A vertical fine in the deft margin of this documentI.Aftates where the author has, added necessary information and where the author has added to or deleted from the original AIA text, This document has important legal consequences. Consultation with an attorney is encouraged with respect to Its completion or modification. AIA D0CrrttieM A107= - 2007. Co"ftht 019911, k951,1"11.1961, IM 199 t 970,.1974. 19711.190-7,1997 and 2007 tn(the American Institute al toll Arditede. All riDhgr removed. *J!T tti M to Me 00ma lit Is P?tat;talr Its K3;pyrlpt# leer sotl inprrralfor? 7r irfies ttsuswlrorlasd 1 ardlaftudw.attift AW tk arnnerk arm* parltan alit, ritay raeua hsawerr tiro ¦ad.ate3nltl psntlNes. and vAbe prodreutsli to the ! m rrum ao[taitt passtbk under"law. Tfps itotwm% was pmduwdby Aril saftas at 16ASM an 0310712006 urKW Order Na10003D8957 t vNodh u tiates5 31Wm and is notlo resNe. (5000!6995} Rowe Sprinkler Systems, Inc. shall furnish fire protection design including summary of work (see Attachment "B"), as well as Submittals consisting of shop drawings, hydraulic calculations, and catalog data, reviewed by a Registered Design Professional employed by Rowe Sprinkler Systems, Inc., Submittal is to be submitted as a deferred submittal to the local Authority Having Jurisdiction, as allowed under the PA UCtiC. Init. AtA DoCwwx A1OT"' -2W. 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Wated.4ytl.S:t:oipyelplftLayrand be?dvs8eeat itissd?s 1Jn?rdloelssd rtrptodaeMo;1 eK tdi4 ASAt ?eik 'ragyr.poelfon d R. ngj tssldt tR sarv? drNrvtl Crtmird patatrMNl, a txf M8 blt prorvlttd to th?Y a rdt.par tr ur dW GW UVL Titus doounart v produced by ALl software ffi 16;45:22 On 03r1r72008 under Ordsr fdo:1000906957 9 nftitidt *q*as on Ah 812DW sill is not for ?esab. truer NeiieM. t511f0ttf3ff9S) ? ;4 r I TABLE OF ARTICLES 1 THE WORK OF THIS CONTRACT 2 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION 3 CONTRACT SUM 4 PAYMENT 5 DISPUTE RESOLUTION 6 ENUMERATION OF CONTRACT DOCUMENTS 7 GENERAL PROVISIONS 6 OWNER 9 CONTRACTOR 10 ARCHITECT 11 SUBCONTRACTORS 12 CONSTRUCTION,BY OWNER OR BY SEPARATE CONTRACTORS 13 CHANGES IN THE WORK 14 TIME 15 PAYMENTS AND COMPLETION 16 PROTECTION OF PERSONS AND PROPERTY 17 INSURANCE & BONDS' 18 CORRECTION OF WORK 19 MISCELLANEOUS PROVISIONS 20 TERMINATION OF THE CONTRACT 21 CLAIMS AND DISPUTES ARTICLE 1 THE WORK OF THIS CONTRACT" The Contractor shall execute the Work described in the Contract Documents, except as specifically indicated in the Contract Documents to be dm responsibility of others, The Contractor's work shall not include: (1) unspecified. material or equipment not required for the normal operation of the system or to comply with the original expressed intent (2) changes in location. sizes or capacities of equipment, materials and facilities required by modifications to the original concept and design as expressed in FP Attachment "B". (3) sizing or furnishing equipment unless' expressly required by the contract; and (4) design changes required to meet applicable building codes and ordinances including, but not limited to, changes from specified or indicated items. A1A 0oounwd A1W- - 20W. Copyright,* 1936,1951,1958„ 1961.1989.1966,1971.1974, 1978,1987,1997 and 2007 bx The Mterican t of IniL ArobkoCtL AN +14" ?MW+?: WAFtAgi?G:-t7a s AW 0oeamsnE IS 1 by t1.8 oopyrgkl;t m Mw tworn ticaw tre"be. uneuthafted iap?odvctlon or dYfmrYiutiao of tlia AiA : Daaan.nt; ornny pardon of .? My re"? Senn 4*4 end tnNalned p«a 00$, a ad *0 be pro d to *4 orard 1= :steer posable under the Ow Thk doewnent was produced by AIA w1emare at 16:+e5M on tl, *7'1WW under over N0.7000905957_1 v ty+ lq Ne an G 312we. and it not for resale. (506016885) s ARTICLE 2 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION § 2,1 The date of commencement` of the Work shall. be the date of this Agreement unless a different date is stated below or provision is made for die d:xtc to be .fixed in a notice to proceed issued by rho Owner. (Insert the date of commencement,- if it differs from the date of this Agreement or, if applicable, state that the date will be fixer! in a notice to proceed.) Date of commencement 3/17/08 § 2.2 The Contract Time shall be measured from the date of commencement- § 2.3 The Contractor shall achieve Substantial Completion of the entire Wort: not later than (1/17/09 (/asert number of calendar days Alternatively.. a calendar date may be used is--hen coordinated with the date of commencement. Ifappropriate, insert requirements for earlier Substandal Completion of certain portions of the Work..) subject to adjustments of this Contract Time as provided in the Contract. Documenu. (Insert provisions, if any, for liquidated damages relating to failure to achieve Substantial Completion on time or for bonus payments for early completion of the Work.) ARTICLE 3 CONTRACT SUM § 3.1 The Owner shall pay the Contractor the Contract Sum in current funds for the Contractor's performance of the Contract. The Contract Sum shalt be be Two l{undred Sixty Thousand Dollars (S 260.000.00 ). subject to additions and deletions as provided in die Contract Documents. (Chock the appropriate box.) [ X ) Stipulated Sum, in accordance with Section 3.2 below [ ] Cost of the Work plus the Contractor's Fee, in accordance with Section 3.3 below [ ] Cost of the Work plus the Contractor's l=ee with a Guaranteed Maximum Price, in accordance with Section 3A below (Based on the selection above: complete Section 3.Z 3.3 or 3.4 below.) § 32 The Stipulated Sum shat! be Two Hundred Sixty Thousand Dollars (S 260,000.00), subject to additions and deletions as provided in the Contract Documents. § 3.2.1 The Stipulated Sum is based upon the following alternates, if any, which are described in the Contract Documents and are hereby accepted by the Owner. (State the numbers or other idend)7cddon ojaccepted alternates. If the bidding or proposal documents permit the Owner to accept other alternates subsequent to the execution of this Agreement, attach a schedule of such other alternates showing the amount for each and the date when that amount expires.) I Guest Bathrooms Add $10.000 Attic Add 554.000 § 312 Unit prices, if any: (Identlf r and state the unit price, and state the quantity limitations, if an to u4sich the unit price will be applicable.# A1A 0om=@rtA107--2WF. Copy?W Otff36,1951,1958;1961.1563,1968. 1970, 197* 1938,1987, f997 wW 2007by1%6 Amed= k*WM of rtrtsad tlro tniL Archlw:ts,."Viowsreserved. WjawN(k7his:AlA*1 matspmWbdbv,U .Capyrlat?tirnrood?TA?lina 4 reWad=16n otri**4 Nw of Ole A90 booamesrl; at any p6rftn of it, may 4" in aararre c MM o" cdminat penaNioat, end *R bu pt.oowutsd l*Nra t mezirmen. e3dent pose" under ttra tor. This document nos produced by AtA software at 18:45:22 on 03107/2008 under order Nc.1000 57-1 whioft on B W2008, and is not lee resale. User Note:: (508016885) Item Design Ficld Labor Units and Limitations Price Per Unit Hourly $75.40 Hourly $75.40 Hiugy Hourly Hourly $65.00 $65.00 Hourly Hourly § 3.2.3 Allowances included in the stipulated sum, if any: (Identify allowance. and state exclusions, if an),, from the allowance price.) Item Allowance § 3.3 COST OF THE WORK PLUS CONTRACTOR'S FEE § 3.3.1 The Cost of the Work is as defined in Exhibit A. (determination of the Cost of the Work, §13.2 The Contractors Fee: (State a lump ruin, percentage of Cost of the Work: or other provision for derennining the Contractor's Fee and the method of adjustment to the Fee for changes in the Work.) § 3,4 COST OF THE WORK: PLUS CONTRACTOR'S HMO A GUARANTEED MAXIMUM PRICE § 3.4.1 The Cost of the Work is as defined in Exhibit A, Determination of the Cost of the Work- § 3.4.2 The Contractor's Fee: (State a Gimp suer, percentage of Cast of the Work or other provision for determining the Contractor's Fee and the method of atyustment to the Fee for changes in the Work.) 3.4.3 (;.UARAWEED MAVIOUNI PRICE § 3.4.3.1 The sum of the Cost of the Work and the Cotitr apes Fee is guaranteed by the Contractor not to exceed subject to additions and deductions by changes in the Work as provided in the Contract Documents. Such maximum sum is referred to in.the Contrast !documents as the Guaranteed Maximum Price. Costs which would cause the Guaranteed Maximum Price to be exceeded shall be paid by die Contractor without reimbursement by the owner. (Insert specific provisions if the Contractor is to participate in any savings.) § 3.4.3.2 The Guaranteed Maximum Price is based on the following alternates, if any, which arc described in the Contract Documents and are hereby accepted by the Owner. 4900 § 3.4.3.3 Unit Prices, if any: (Idenr6 and state tire unit price, and state the quantity limitations, tf any, to which the unit price will be applicable.) Ink AIA Oocurnent MOM - 2407. copyright 01996.1951, 1958.1961.1963.1966,1974, 1974, 1979,1987; 1997 and 2M7 by The Anw raw W itute d AXMUWR._ Air rVW 0 Wwed.. liAhP jCk ?IYs A10 Od ftee t is p aksinsd btr US. tbpyripht t.aw *W 9tltlr=dWW 7tpties, thwAind r? erpreduatlen. et d4sbiputioer of lift AW Dasjmset,'.or s W p*M- of It,,may ve&A In serene aWN sad c*nkmd psnmWft and VA tie p Woct sd to the ! remdeteut ssltaot posstble ssdrttletsw.; Ttiit was p Wuwd by At4 svftmm at 16:4522 on t 3Wt2M urder Order Na14t WWJ57_1 which U r Nov= iSPA 8, end is eat fdr"sakL (508Qisw Item § 3.4.3.4 Allowances, included in the Guaranteed Maximum Priicc, if any., (Identify and state the amounts ofany allowances, and state whether they include labor, materials, or both.) Item Units and Limitations Price Per Unit Allowance § 3.4.3.5 Assumptions, if any, on which the Guaranteed Maximum Price is. based: ARTICLE 4 PAYMENTS § 4.1 PROGRESS PAYMENTS § 4.1.1 Bated upon Applications for Payment submitted to the Architect by the Contractor and Certificates for Payment issued by the Architect, the Owner shall make progress payments on account of the Contract Sum to the Contractor as provided below and elsewhere in the Contract Documents. § 4.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month, or as follows- § 4.1.3 Provided that an Application for Payment is received by the Architect not later than the FIRSTay of a month, the Owner shall make payment of the certified amount to the Contractor not later than the FIFTEENTH ay of the SAMEtnortth. If an Application for Payment is received by the Architect after the date fixed above, payment shall be trade by the Owner not later than THIRTY 30 )Clays after tho.Architect receives the Application for Payment, (Federal, state or local laws may require payment within a certain period of time.) § 4.1.4 Retainage, if any, shall be withheld as follows; 10 percent until the work is 50 percent complete at which time no further retainage will be held § 4.1.5 Payments due and unpaid under the Contract shall bear interest from the date payment is due at the rate stated below, or in the abw=e thereof, at the legal rate prevailing from time to time at the place where the Project is located And If the Ownerdocs not pay the Contractor through no fault of the Contractor, within seven (7) days from the time payment should be made as provided herein, Contractor may. without pivjudicc to any other available remedies, stop the Wort: of this Contract until payment of the amount owing has been received. . (Insert rate of interest agreed upon, if any.) 1 10% PER ANNUM k ft § 42 FINAL PAYMENT § 4.2.1 Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to the Contractor when .1 the Contractor has filly performed the Contract except for the Contractor's responsibility to concct. Work as provided in'Scction 18.2. and to satisfy other requirements, if any, which extend beyond final payment: I the contractor has submitted a final accounting for the Cost of the Work, where payment is on the basis of the Cost of the Work with or without a guaranteed maximum price; and .3 a filial Certificate for Payment has been issued by the Architect. § 42-2 The Owner's final payment to the Contractor shall be trade no later than 30 days after the issuance of the Architect's final Certificate for Payment, or as follows: a Thts.AW Docum of Is WMPCW by U.L Copy4o t t sww*1 W n+sliom ham. or" pwilcm ed1t, msy a to aawess,dvti snd afen?s! po?Y This doeumw t was Pmduasd by AtA smtwam at t SAS22 an tT.97n7r2atia WKW I Retainage shall be 5% until the work is 50% complete, after which further retainage will not be held ARTICLES DISPUTE RESOLUTION § SJBINDING DISPUTE RESOLUTION For any claim subject to, but not resolved by, mediation pursuant to Section 21.3, the method of binding dispute resolution shall be as follows: (Check the appropriate box If the ©nver and Contractor do not select a method of binding dispute resolution below, or do not subsequently agree in writing to a binding dispute resolution method other than litigation, claims will be resolved in a court of competent jurisdiction.) [ X ] Arbitration pursuant to Section 21A of this Agreement [ ] Litigation in a court of competent jurisdiction [ ] Other (Specify) ARTICLE 6 ENUMERATION OF CONTRACT DOCUMENTS § 6.1 The Contract Documents are defined in Article 7. and, except for Modifications issued after execution of this Agreement, arc enumerated in the sections below. § 6.1.1 The Agreement is this executed Al A Document A 107-2007, Standard Form of Agreement Between Owner' and Contractor for a Project of Limited Scope. § 6.12 The Supplementary and other Conditions of the Contract: Document Title Date pages § 6.1.3 The Specifications: (Either list the Specifications here or refer to an exhibit attached to this Agreement.) Title of Specifications exhibit: (Table deleted) §. 6.1 A Tha Dm wings and Scope of Work sue as follows and are dated 2/81M6 (Either list the Drawings here or refer to an exhibit attached to this Agreement.) Tuts; of Drawings exhibit: Attachment "A" less FP drawings and specifications Attachment: "B' FP scope of wort: Number Title Date N/A § 6.1.5 The Addenda, if any. Number Date Pages Portions of Addenda relating to bidding requirements are not part of the Contract Documents unless the bidding requirements am enumerated in this Article 6. 6.1.6 Additional documents, if any, forming part of the Contract Documen%. .1 Exhibit A. Determination of the Cost of the Work, if applicable. 2 ALA Document E2017AL-2007, Digital Data Protocol Exhibit, if completed, or the following: Other documcttes: (Last here any additional documents that are intended to form part Hof the Contract Documents.) tnEf. AtA tlom ment A147'a - 2441:. t?opyrt W A? !936.1 1, 4958.1961.1963, t9B8. 1970,,1874.1878. issi,1997 wo 2047 by The Amok= irm#WW of AtchiteCffi AU etpfm r+wnsd NtAtdl ti'_ T W RfA: fharaaare is preaeq by q 8: eepp GN t.aw and lnhMWWA1 Tnaliaa. tJnaallmek?el 7 ar dtatri Aojm 91 ifa Aril Daarrniind. ar 04 pare= at 8 rst;feq'tn eiorixtr et>d iatrrds?81 p rufRbipi, aad°MM tw to tba i rntlitelntnl tttiantj tatetartde hrr: This dodxnem was produtxd hY R1A software at lBrt822 an 03JO7t20013 cedar Otdta No.10003t1Et957_1 W** as<piregP.on. CJt;ft20oa. anal. is tat for raeals: that Notim. (50801611135) Rowe March 7, 2008 FP Attachment "B" ARTICLE7 GENERAL PROVISIONS § 7.1 THE CONTRACT DOCUMENTS The Contract Documents are enumerated in Article 6 and consist of this Agreement (including, if applicable, Supplementary and other Conditions of the. Contract), Drawings; Specifications, Addenda issued prior to the. execution of this Agreement, other documents listed in this Agreement and Modifications issued after execution of this Agreemem A Modification is (1) a written amendment to the Contract signed by both parties, (2) a Change Order, (3) a Construction Change Directive or (4) a written order for a. minor change-in the Work issued by the Architect. The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the Contractor. The Contract Documents are complementary, and what is required by one shall be as binding as if required by all; performance by the Contractor shall be required to the extent consistent with the Contract. Documents and reasonably inferable from them as being necessary to produce the indicated results. § 71 THE CONTRACT The Contract Documents farm the Contract for Construction, The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior ncgotiations, rcpmscatations.or agreements. either written or oral. The Contract may be amended or modified only by a Modification. The Contract Documents shall not be construed to create a contractual relationship of any kind between any persons or entities other than the Owner and the Contractor. § 7.$ THE WORD The tern. "Work" means the construction and services required by the Contract Documents, whether completed or partially completed, and includes all other labor, materials, equipment and services provided or to be provided by the Contractor to fulfill the Contractor's obligations. The Work may constitute the whole or a part of the Project. § 7.4 INSTRUMENTS OF SERVICE Instruments of Service are representations, in any medium of expression now known or later developed, of the tangible and intangible creative work performed by the Architect and the Architect's consultants under their respective limfessional services agreements. Instruments of Service may include, without limitation, studies, surveys, models, sketches, drawings, specifications. and other similar materials. § 7.5 OWNERSHIP AND USE OF DRAWINGS, SPECIFICATIONS AND OTHER INSTRUMENTS OF SERVICE § 7.5.1 The Architect and the Architect's consultants shall be deemed the authors and owners of their respective Instruments of Service including the Drawings and Specifications, and will retain all common law, statutory and other rese r-nd rights, including copyrights. The Contractor, Subcontractors, Sub-subcontractors, and material or equipment suppliers shall not own or claim a copyright in the Instruments of Service. Submittal or distribution to meet official regulatory requirements or for other purposes in connection with this Project is not to be construed as publication in derogation ofthe Architect's or Architect's consultants` reserved rights. § 7.52 The Contractor, Subcontractors, Sub-subcontractors and material or equipment suppliers are authorized to use and reproduce the Instruments of Service provided to them solelyy and exclusively for execution of tic Work. All copies trade under this authorization shall bear the copyright notice. if any, shown on the Instruments of Service. The Contractor,. Subcontractors, Sub-subcontractors, and mataiul or equipment suppliers may not use the, Instrunicrits of Service on other projects or for additions to this Project outside the scope of the Work without the specific written consent of the Owner, Architect and the Architect's consultants. § 7A TRANSMISSION OF DATA IN DIGITAL FORM If the parties intend to transmit Instruments of Service or any other information or documentation in digital form, they shall endeavor to establish necessary protocols governing such transmission, unless otherwise provided in the Agreement or in the Contract Documents. loft Ala Doennleret A10 -- 2007. CppyrW 019W 1851,1858.1961. 1963, 1988.1970,1974. 1978.1987.1987 arld 20x7by Ttw.Ameriemn kU*M of Ardataees. An rrpbbi fo$Wyeel. WARBI 4(b Trio Ale. boveimgt'161, std-by U,$. tapyrtgid taw and brow ferud T...Ws. Unagharbmid repreduallon atdiskWallo8 of 11ds AIA tsecurnerd. arc of 1. AY result natdnnunA endieut Is riledsr t.tr+ tsrr, oftwe In seven22 o an n 0 702= perafthm and 1003 p 961x l I % the This document 1 praduosd by AIA soldwme at 16:452 t>3d07/2008 under Qnter t4a.tb33tf857 1 whid? expms on rahMaDw, and is not for resale. Ussr Naees: {50[!01.ms ARTICLE 8 OWNER § 8.1 INFORMAATION AND SERVICES REQUIRED OF THE OWNER § 8.1:1 The Ownersball furnish all necessary surveys and it legal description of the site. 8.12 The Contractor shall be entitled to rely on the accuracy of information furnished by the Owner but shall exercise proper precautions relating to the safe performance of the Work 8.1.3.Except for permits and fees that are the responsibility of the Contractor under the Contract Documents, including those required under Section 9.6.1, the Owner shall secure and pay for other necessary approvals, -easements, assessments and charges required for the construction, use or occupancy of permanent structures or for permanent changes in existing facilities. 82 OWNER'S RIGHT TO STOP THE WORK If the Contractor fails to correct Work which is not in accordance with the requirements of the Contract Documents, orrepeatedly fails to'cariy. out the Work in accordance with the Contract Documents, the Owner may issue a written order to the Contractor to. stop the Work; or any portion thereof, until the cause for such :order is eliminated; however, the right of the Owner to stop the Work shall not give rise to a duty on the part of the Owner to exercise this right for thebenefit of the Contractor or any other person or entity. §;8.3 O"ERWS RIGHT TO. CARRY OUT THE WORK If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents, and fails within a ten-day .period'after receipt of written notice: from the Owner to commence and continue correction of such default or neglect with diligence and promptness, the Owner, without prejudice to any other remedy the Owner may have. may correct such deficiencies and. may deduct the reasonable cost thereof, including Owner's expenses and compensation for the Architect`s services made necessary thereby, from the payment then or thereafter due the. Contractor. ARTICLE 9 CONTRACTOR 9.1 REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY CONTRACTOR § 9.1.1 Execution of the Contract by the Contractor is a representation that the Contractor has visited the site, become generally familiar with local conditions under which the Work is to be performed and correlated personal observations with requirements of the Contract Documents. § 9.1:2 Because the Contract Documents are complementary, the Contractor shall, before starting each portion of the Work. 'carefully study and compare the various Contract Documents relative to that portion of the Work, as well as the information furnished by the Owner pursuant to Section 8.1.1, shall take field measurements of any existing conditions related to that portion of the Work and shall observe any conditions at the site affecting it. These obligations are for the purpose of facilitating coordination and construction by the Contractor and are not for the purpose.. otdiscovering errors, omissions, or inconsistencies: in the Contract Documents; however, the Contractor shall. promptly report to the Architect any errors; inconsistencies. or omissions discovered by or made known to the Contractor as a request for infoimation in such form its the Architect may require. It is recoptized that the Contractor's review is made in the Contractor's capacity as a contractor and not as a licensed design professional unless otherwise specifically provided in the Contract Documents. 9.1.3 Tht Contractor is not required to ascertain that the Contract Documents are in accordance with applicable laws, statutes, ordinances, dudes, :rules and regulations, or lawful orders of public authorities, but the Contractor shall promptly report to the Architect any nonconformity discovered by or made known to the Contractor as a request for information in such form as the Architect may require. § 92 SUPERVISION AND CONSTRUCTION PROCEDURES: § 9,2.1 The Contractor shall supervise and direct the Work. using the Contractor's best sidll and attention. The Contractor shall be solely responsible for and have control over construction means., methods; techniques, sequences and procedures, and for coordinating all portions of the Work under the Contract, unless the Contract Documents give other specific instructions concerning these matters. Init. AIA Ooetlansrlt A10n - 9007. t opy?tl O 19 1951. 1958; 196!,1963,1988, 1970,1974.1975,1957, 1997and 2007 by The Arm can kw&% to of An r Cts , An rrghtt weaved W/..1 * i; 7a . ArA= Coeementda permed by ti L CWyripbt C arc wad rn- a -0oert rrsitror . Lhwrdhor{riad rspndd0W9" 1R of this A1W Oocumwt or any pardon of it, MY mWJt 1n ewer. G1VN and t V@n*lee4 seed WN be.0mecuWd to the 9 J mr itoru srierd poa ft* wder the (si - This document M+BSp mkMd by AM sortrrere at 16:4522:0n 1r3/o7MM wrier Or>ier No.10 M6957-1 vftcti e>epirae on &//312008. and k not for retake. War Notes: (¢00018805) § 911 The Contractor shalt be responsible to the Owner for acts and omissions of the Contractor's employees, Subcontractors and their agents and employees, and other persons or entities performing portions of the Work for or on behalf of the Contractor or any of its Subcontractors. § 9.3. LABOR AND MATERIALS § 94.1 Unless otherwise provided in the Contract Documents, the Contractor shall provide and pay for labor, materials, equipment; tools, construction equipment and machinery, water, beat, utilities, transportation, and other facilities and services necessary for proper execution and completion of the Work whether temporary or permanent and whether or not incorporated or to be incorporated in the Work. § 932 The Contractor shall enforce strict discipline and good order among the Contractor's employees and other persons carrying out the Work. The Contractor shalt not permit employment of unfit persons or persons not skilled in tasks assigned to them. § 9.3.3 The Contractor tray make a substitution only with the consent of the Owner, after evaluation by the Architect and in accordance with a Modification. § 9.4 WARRANTY The Contractor warrants to the Owner and Architect that materials and equipment furnished under the Contract will be of good quality and new unless the Contract Documents require or permit otherwise. The Contractor further warrants that the Work will conform to the requirements of the Contract Documents and will be free from defects, except for those inherent in the equality of the: Wort: the Contract Documents require or permit. Work, materials, or equipment not conforming to these requirements may be considered defective. The Contractor's warranty excludes remedy for damage: or detect caused by abuse, alterations to the Work not executed by the Contractor, improper or insufficient maintenance, improper operation or normal vicar and tear under normal usage, § 9.5 TAXES The Contractor shall pay sales, consumer, use and other similar taxes that are legally enacted when bids arc received or negotiations concluded, whether or not yet effective or merely scheduled to go into effect. § 9.s PERMITS, FEES, NOTICES, AND COM1PLANCE WITH LAWS § 9.61 Unless otherwise provided in the Contract Documents, the Contractor shall secure and pay for the building permit as well as other permits, fees, licenses and inspections by government agencies necessary for proper execution and completion of the Work-that are customarily secured after execution of the Contract and legally required at the time bids arc received or negodations concluded. § 9.62 The Contractor shall comply with and give notices required by applicable taws, statutes, ordinances, [odes, rules, and regulations, and lawful orders of public authorities applicable to performance of the Work. If the Contractor perform Work kitowing it to be contrary to applicable laws, statutes, ordinances, codes, rules and regulations,. or lawful orders of public authorities; the Contractor shall assume appropriate responsibility for such Work and shall bear the costs attributable to correction. § 9.7 ALLOWANCES The. Contractor shall include in the Contract Sum all allowances stated in the Contract Documents. The Owner shall select materials and equipment under allowances with reasonable promptness. Allowance amounts shall include the costs to the Contractor of materials and equipment delivered at the site and all requited taxes, less applicable trade discount: Allowance amounts shall not include the Contractor's costs for unloading and handling at the site, labor, installation. overhead, and profit. § 9.8 CQNTRACTOR'S CC1NSTRUCTlpN $CHEDLILES § 611 The Contractor, promptly after being awarded the Contract, shall prepare and submit for the Owner's and ArcNtect's.information a Contractor's construction schedule for the Work The schedule shall not exceed time limits cument undei the Contract Documents, shall be revised at appropriate intervals as required by the conditions of the Work and Project, shall be related to the entire project to the extent required by the Contract Documents, and shall provide for expeditious and practicable execution of the Work. A1A Dbexl Wd A107- - 2et07. Copyright *ISM. 1951.1958,1961, 1983, 1988. 1.970.1974.1976.1967,1997 and 2007 by"tde Antel&W 1rdit a of Intl Arciltacm Ag dgft reserved.. INAtRMUG; This A10 Dormant Is protmAed by 11.% Cony OM law and boar ldIMM TPO Ms. Uoeeetltattad eaprrst!doa esy [tan ato" A10 batinnen, oratry pordan otn, neap remain saevero dw ow cdratnM drat, sets ww be ptet wtmd to the 10 I 1rm[MaueR _po #ntder w tow. 7%& dwunw t was pvduc6d by AtA sOrwaro at 1 SA5:22 on t1&WMAM under Order No.100030ew 1 which expi?es an n 32006, and is ra be Mak. ote.6 (509016885) [bet N 9.82 The. Contractor shall perform the Work in general accordance with the must recent schedule submitted to the Owner and Architect, § 9.9 SUBMITTALS § 9.9.1 The Contractor shall review for compliance with the Contract Documents and submit to the Architect Shop Drawings, Product Data, Samples and similar Submittals required by the Contract Documents in coordination with the Contractor's construction schedule and in such sequence as to allow the.Architect reasonable time for review. By submitting Shop Drawings, Product Data, Samples and similar submittals, the Contractor represents to the Owner and Architect that the Contractor bas (1) reviewed and approved them; (2) determined and verified materials, field measurements and field construction criteria related thereto, or will do so; and (3) checked and coordinated the information contained within such submittals with the requirements of the Work and of the Contract Documents. The Work shall be in accordance with approved submittals. 1 9.4.2 Shop Drawings; Product Data, Samples and similar submittals are not Contract Documents. § 9.10 USE of SITE The Contractor shall confine operations at the site to areas permitted by applicable laws, statutes, ordinances, codes, rules and regulations, lawful orders of public authorities, and ilic Contract Documents and shall not unreasonably encumber the site with materials or equipment. § 911 CUTTING AND PATCHING The Contractorshallbe,responsible for cutting, fitting or patching required to complete the Work or to make its parts fit together property- § 9.12 CLEANING UP The Contractor shall keep the prentises and surrounding area fry from accumulation of waste materials or. rubbish cawed by operationsunder.the. Contr . At completion of the Work, the Contractor shall remove waste materials, rubbish, the contractor's tools, construction equipment; machinery and surplus material from and about the Project § 9,13110YALTIES, PATENTS AND COPYRIGHTS. The contractor shall pay all royalties and license fees. The Contractor shall defend suits or claims for infringement of copyrights and patent rights and shall hold the Owner and Architect harmless from loss on account thereof. but shall not be respontisihie for such defense or loss when a particular design, process or product of a ;particular manufacturer, or manufacturers is required by the Contract Documents or where the copyright violations are contained its Drawings, Specifications or other docunlents prepared by the Owner or Architect: However; if the Contractor has reason to believe that the required design, process or product is an infringement of a copyright or a patent, the Contractor shall be responsible for such loss unless such information is promptly furnished to the Architect. § 9.14 ACCESS'TO WORK The,Contractor shall provide the Owner and Architect access to the Work in preparation and progress. wherever located: § 9AS INDEMNIFICATION § 9.1 S.1 To the fullest extent permitted by lacy, the Contractor shall indemnify and hold harmless.the Owner, 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 attorneys' fees, arising out of or resulting from performance of the Work, provided that 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 Contractor, a Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they maybe liable, regardless of whether or not such claim, damage, loss or expense is caused in part bya party indemnified hereunder: Such obligation shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity which would otherwise exist as to a party or person described in this Section 9.15.1. § 9.13.2 In claims against any person or entity indemnified under this Section 9.15 by an employee of the Contractor. a Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, the init. AIA DWAM 4t AM--2W7. C"ftht 01936, 1951,195ft.1961,190,1966,1970;1974;1978,1987.1997 and 2007 by The Arnuican hi OUS of Ah*Aects.. An dghts rasr". WAFtWft 7h A10 60 0 iw6l is pratele*d fry UA CefryryK Low and ints:»at ww1 Tm0" Unadhadmd 11 reprodacf[gei W di tlon ad lld A10 t3 Wjiwnt; or any poetian d 14 marl n dt In wavers aM and srinkW pwold mand wtp bep oncMd to the rsixheWd sxtand pae+dkM tmdsr iris. TNs dom,mom was pro&=d by MAsdtwars at 16:45:22 on 03/07=N ur4w OWw Na1D003o6957_1 wtich Unr Na1ea: 3lZ008, aadts not for resale (5060 6665) 1 indemnification obligation under Section 9.15.1 shall not be limited by a limitation on amount or type of damages. compensation or benefits payable by or for the Contractor or Subcontractor under workers' compensation acts. disability benefit acts or other employee benefit acts. ARTICLE 10 ARCHITECT § 10.1 The Architect will provide administration of the Contract and will be an Owner's representative during construction, until the date the Architect issues the final Certificate for Payment. The Architect will have authority to act on behalf of the Owner only to the extent provided in the Contract Documents, unless otherwise modified in writing in accordance with other provisions of the ContracL § 102 The Architect will visit the site at intervals appropriate to the stage of the construction to become generally familiar with the progress and quality of the portion of the Work completed, and to determine in general, if the Work observed is being jimfoirtned in.a manner indicating that the Work, when fully completed, will be in accordance with the Contract Documents. However, the Architect will not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work. The Architect will not have control over, charge of, or responsibility for, the construction means. methods, techniques, sequences or procedures, or for safety precautions and. programs in connection with the Work, since these are solely the Contractor's rights and responsibilities under the Contract Documents. § 10.3 On the basis of the site visits, the Architect will keep the owner reasonably informed about the progress and quality of theportion of the Work completed, and report to the Owner (t) known deviations from the Contract Documents and from the most recent construction schedule submitted by the Contractor, and (2) defitcts and deficiencies observed in the Work. The Architect will not be responsible for the Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents. The Architect will not have control over or charge' of and will not bc.responsible for acts or omissions of the Contractor, Subcontractors. or dwir'agents or employees, or any other persons or entities perfarming portions of the Work. § 10A Based on the ,architect's evaluations of the Work and of the Contractor's Applications for Payment, the Architect will review and certify the amounts due the Contractor and will issue Certificates for Payment in such amounts.. § 10.5 The Architect has authority to reject Work that does not conform to the Contract Documents and to require inspection or testing of the Work. § 10.6 The Architect will review and approve or take other appropriate action upon the Contractors submittals such as Shop Drawings, Product Data and Samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. § 10.7 The Architect will interpret and decide. matters concerning performance under, and requirements of, the Contract Documents on written request of either the Owner or Contractor. The Architect will make initial decisions on all claims, disputes and other matters in question between the Owner and Contractor but will not be liable for results of any interpretations or decisions rendered in good faith. § 10.8 The Architect's decisions on matters relating to aesthetic effect will be final if consistent with the intent expressed in the Contract Documents. § 10.9 Duties, responsibilities and limitations of authority of the Architect as set forth in the Contract Documents shall not be restricted, modified or extended without written consent of the Owner, Contractor and Architect. Consent shall not be unreasonably withheld. ARTICLE 1 i SUBCONTRACTORS § 11.1 A Subcontractor is a person or entity who has a direct contract with the Contractor to perform a portion of the Work at the site. § 112 Unless otherwise stated in the Contract Documents or the bidding requirements, the Contractor, as soon as practicable after award of the Contract, shall furnish in writing to the Owner through the Architect the names of the Subcontractors or suppliers for each of the principal portions of the Work. The Contractor shall not contract with Mtn AIADocurnent Atom-2007. CepyftM 019M.1951,1956. 1961,1963.1966. 19M.'1974. 1S78 IM7, t997:and.2007 by ThsArne tcan 10311tut! d Arai iaM A6 rtohts essayed. WARN119i Tiff NO is prouaad . by UAL Cogy?lgirtL.w and inEsrsirtlaeWl Tro9ra tkradfwrbeti 12 reprndu araWdIaMM a bt thl* A bwuneenL crony pwo" of k mate am* in settees da WW erkninsisett wi01> r=6cubd to the +ew6mwa eicisnt pbssibie mndi'the txUr.: 7t+ia doeumerR was produced by AIA aohMrpre at 1 S:ss 22 ors 09107/20D9 under Order Na100EJS08957 :r which LOW "0168; 3? )M and is rat kw nasals, (SO0E I MS) any Subcontractor or supplier to whom the Owner or Architect has made reasonable written objection within ten days after receipt of the Contractor's Est of Subcontractors and suppliers. If the proposed but rejected Subcontractor was reasonably capable of performing the Work, the Contract Sum and Contract Time shall be increased or decreased by the difference, if any, occasioned by such change, and an appropriate Change Order shall be issued before commencement of the substitute Subcontractor's Work. The Contractor-shall not be required to contract with anyone to whom the Contractor has made reasonable abjection., 1193 Contracts between the Contractor and Subcontractors shall (1) require each Subcontractor, to the extent of the Work to be.pedonmed by the Subcontractor, to be bound to the Contractor by the terms of the Contract Documents, and to assume toward the Contractor all the obligations and responsibilities, including the responsibility for safety of the Subcontractor's Work, which the, Contractor, by the Contract Documents assumes toward the Owner and Architect, and (2) allow the Subcontractor the benefit of all rights, remedies and redress against the Contractor that the Contractor, by these Contract, Documents, has against the Owner. ARTICLE 12 CONSTRICTION BY OWNER OR BY SEPARATE CONTRACTORS § 111 The Owner reserves the right to perform construction or operations related to the Project with the Owner's own forces, and to award separate contracts in connection with other portions of the Project or other construction or operations on the site under conditions of the contract identical or substantially similar to these,. including those portions related to insurance and waiver of subrogation: If the Contractor claims that delay or additional cost is involved because of such action by the Owner, the Contractor shall make such claim as provided in Article 21. § 12.2 The Contractor shall afford the Owner and separate contractors reasonable opportunity for introduction and storage of their materials and equipment and performance; of their activities, and shall connect and coordinate the Contractor's activities with theirs as.rcquired by the Contract Documents. § 12.3 The Owner shall be reimbursed by the Contractor for costs incurred by the Owner which are payable to a separate contractor because of delays, improperly timed activities or defective construction of the Contractor. The Owner shall: be responsibIb to the Contractor for costs incurred by the Contractor because of delays, improperly timed activities, damage to the Work or defective construction of a separate contractor. ARTICLE 13 CHANGES IN THE WORK 13.1 By appropriate Modification; changes in the Work may be accomplished after execution of the Contract. The Owner, without invalidating the Contract, may order changes in.the Work within the general scope of the Contract consisting of additions, deletions or other revisions, with the Contract Sum and Contract Time being adjusted accordingly. Such Changes in the Work shall be authorized by written Change Order signed by the Owner. Contractor and Architect, or by written Construction Change Directive signed by the Owner and Architect.. § 13.2 Adjustments in the Contract Sum and Contract Time resulting from a change in the Work shall be determined by mutual agreement of the parties or, in the case of a Construction Change Directive sighed only by the Owner and Architect, by the Contractor's cost of labor, material, equipment,.and reasonable overhead and profit, unless the parties agree on another, mmethod for determining the cost or credit. Pending final determination of the total cost ofa Construction Change Dir t vc, the Contractor may request paymentfor Work completed pursuant to the Construction Change Directive. The Architect will make an interim determination of the amount of payment due for purposes of certifying the Contractor's monthly Application for Payment. When the Owner and Contractor agree on adjustments to the Contract Sum and ContractTime:arising from a Construction Change Directive, the Architect will prepare a Change Order. § 13.3 The Architect will have authority to order minor changes in the Work not involving adjustment in the Contract Suet or extension of ft Contract. Time and not inconsistent with the intent of the Contract Documents. Such changes shall be effected by written order and shall be binding an the Owner and Contractor. The Contractor shall carry out such written orders promptly. § 13.4 If concealed or unknown physical conditions are encountered at the. site that differ materially from those indicated in the Contract Documents or from those conditions ordinarily found to exist, the Contract Sum and Contract Time shall be equitably adjusted as.mutually agreed between the Owner and Contractor provided that the Contractor provides notice to tie Owner and Architect promptly and before. conditions are disturbed. Init. AIA tocwnw*A10T+ -2907Copght .®196,1951.191859. 196,19819M 1974, 1978,197,1997ad2007.byTe6A inalhmof Amdiil OL: AN Aakft lOiwve& WUMM Talk A10 Docunwnt Is { OW6d by U1 .& ex{ 0Vht taw and tro.r+ anrt T;eatftur llnaNhert ga; 13 nzp[eda ion a' dsU&on of this M DOOrQni4 or.ny pewom t f ft; m My tl?ow to aswas CPA *ud awnbt panal"& MW WN be prosspmted to tier 1 otednnno .=*nt. pasrlhtti UrAwIttM taw., This dowmern was podumd by AtA SdWAM et 76A&M on fl81OM06 unft Order N0.1000305957 1 which: =on on W32068, md.is not (6r rasaie: u.erfiat?s: (soaetsessl § 13.5 In the event of a significant delay or price increase of material, equipment. or energy occurring during the performance of the Subcontract through no fault of the Subcontractor, the Contract sum, time of completion or Subcontract requirements shatl'be adjusted in accordance with the procedures of the Contract Documents.. A change in price of an item of material, equipment or energy will be considered significant when the price of an item increases twenty percent (20%) between the date of this Contract and the date of installation. InIt. ARTICLE 14 TIME § 141 Time limits stated in the Cataract Documents are of the essence of the Contract. By executing the Agreement the Contractor confirms that the Contract Time is a reasonable period for performing the Work. § 14.2 Unless otherwise provided, Contract Time is the period of time, including authorized adjustments; allotted in the Contract Documents for Substantial Completion of the Work. § 143 The term "day" as used in the Contract Documents shall mean calendar day unless otherwise specifically defrncd. § 14.4 The date of Substantial Completion is the date certified by the Architect in accordance with Section 15.4.3. § 14.5 If the Contractor is delayed at any time in the commencement or progress of the Work by changes ordered in the Work, by labor disputes, fire, unusual delay in deliveries; abnormal adverse weather conditions not reasonably andcipatable, unavoidable casualties or any causes beyond the Contractor's control, or by other causes which the Architect determines may justify delay, then the Contract Time shall be extended by Change Order for such reasonable time as the Architect may determine, subject to the provisions of Article 21. § 14:5 Contractor shall be entitled to equitable adjustments of the contract price, including but not limited to any increase costs of labcm supervision. equipment or materials, and reasonable overhead and profit, for any modification of the project schedule differing.from the bid schedule, and for any other delays. acceleration, out-of-sequence work and schedule changes beyond its reasonable control, including delays caused by Owner of other contractors. Should work be delayed by any of the aforementioned causes for a period exceeding ninety (90) days. Contractor shrill be entitled to terminate the Contract. Contractor change proposals must be processed in not more than 30 calendar days or as otherwise indicated on the change proposal. ARTICLE 15 PAYMENTS AND COMPLETION § 15.1 APPLICATIONS FOR PAYMENT § 15:1.1 Where the Contract is based on a Stipulated Sum or the Cost of the Work with a Guaranteed Maximum Price, the Contractor shall submit to the Architect, before the first Application for Payment, a schedule of values, allocating.the entire Contract Sum to the various portions of the Work, prepared in such form and supported by such data to substantiate its:accutacy as the Architect may require. This schedule, unless objected to by the Architect, shall be used in reviewing the Contractors Applications for Payment. § 15.1.2 With each Application for Payment where the Contract Sum is based upon the Cost of the Work, or the Cost of the Work with a Guaranteed Maximum Price, the Contractor shall submit payrolls, petty cash accounts, recciptcd invoices or invoices with cheek vouchers attached, and any other evidence required by the Owner to demonstrate that cash disbursements already made by the Contractor on account of the Cost of the Work equal or exceed (1) progress payments already received by the Contractor, less (2) that portion of these payments attributable to the Contractor's Fee; plus (3) payrolls for the period covered by the present Application for Payment. MA Doouretent A Arcl?,s= AN rte roproduettuet o« teetdttttiru extent erprss ore 6r1= User Mates: - 2M. aft under Im law. and Is root for resale. 96, 1951, 1958,1961, IM, 1968 19M 1974,19784 1987,1997 arod 20M It Ant` Daaansnt is p'ptMW by. U.s. G'rtprrfbfitt.s1r Nut bliw? Not Ot any portion of k xnsy rita t to WV", Cited and erts?Mtid p`nal dgcumer4 was produced by ALA sothmm ad 16;4522 on 0=71M under to the 14 (Sw6M5) § 15JAThe Contractor warrants that title to all Work covered by an Application for Payment will pass to the Owner no later than the time of payment The Contractor further warrants that upon submittal of an Application for Payment all Worse for which Cerdfrcatcs for Payment have been previously issued and payments received from the Owner shall, to the best of the Contractor's knowledge. information and belief, be free stet clear of liens; claims. security interests or other encumbrances adverse to the Owner's interests. § 132 CEWIFICATES FOR PAYMENT § 15.2.1 The Architect will, within seven days after receipt of the Contractor's Application for Payment, either issue to the Owner a Certificate for Payment, with a copy to the Contractor, for such amount as the Architect determines is properly due, or notify the Contractor and Owner in writing of the Architect's reasons for withholding certification in whole or in part as provided in -Section 15.2.3. § 152-2 The issuance of a Certificate for Payment will constitute a representation by the Architect to the. Owner, based on the Architect's evaluations of the Work and the data comprising the Application for Payment, that, to the best of the Architect's knowledge, information and belief, the Work has progressed. to the point indicated and that the quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, to results of subsequent tests and inspections, to correction of minor deviations from the Contract Documents prior to completion and to specific qualifications expressed by the Architect. The issuance of a Certificate' for Payment will further constitute a representation that the Contractor is entitled to payment in the amount certified. However, the issuance ofa Certificate for Payment will not be a representation that the Architect has (I) made exhaustive or continuous on- site inspections to cheA the quality or quantity of the Work. (2) reviewed construction means, methods, techniques, sequences or procedures, (3) reviiewed_ :copies of requisitions received from Subcontractors and material suppliersT and other data requested b the Owner to substantiate the Contractor's nght to payment: or (4) made examination to ascertain how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. § 152_3 The Architect may withhold a Certificate for Payment in whole or in part, to the extent reasonably necessary to protect the Owner, if in the Architect's opinion the representations to the Owner required by Section 15.2.2 cannot be made. Mthe Architect is unable to certify payment. in the amount of the Application, the Architect will notify the Contractor and Owner as provided in Section 152.1. If the Contractor and the Architect cannot agree on a revised amotuu, the Architect will promptly, issue a. Certificate forPayment for the -amount for which the Architect is able to. make such msentations to the Owner. The Architect may also withhold a Certificate for Payment or, because of subsequently discovered evidence, may nullify the whole or a pan of a Certificate for Payment previously issued, to such extent as may be necessary in the Architect's opinion to protect the Owner from loss for which the Contractor is responsible, including loss resulting from acts and omissions described in Section 9.2-2. because of .1 defective Work not remedied; .2 third patty claims filed or reasonable evidence indicating probable filing of such claims unless security acceptable to the Owner is provided by the Contractor, .3 failure of the Contractor to make payments properly to Subcontractors or for labor, materials or equipment; .4 reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum; .5 damage to the Owner or a separate contractor; .6 reasonable evidence that the Work will not be completed within the Contract Time and that the unpaid balance would not be adequate to cover actual or liquidated datnages for the anticipated delay, or .7 repeated failure to carry out the Work in accordance with the Contract Documents. § 15.2.4 When the above reasons for withholding certification are removed, certification will be made for amounts previously withheld. § 13.3 PROGRESS PAYMENTS 115,11 The Contractor shall pay each Subcontractor, no later than seven days after receipt of payment, the amount to which the Subcontractor is entitled, reflecting percentages actually retained from payments to the Contractor on account of the. Subcontractor's portion of the Work. The Contractor shall, by appropriate agreement with each Subcontractor, require each Subcontractor to make payments to sub-subcontractors in similar manner. § 15.32 Neither the Owner nor Architect shall have an obligation to pay or see to the payment of money to a Subcontractor except as may otherwise be required by law. § 15.3.3 A Certificate for Payment, a progress payment, or partial or entire use or occupancy of the project by the Owner shall not constitute acceptance of Work not in accordance with the Contract Documents. . 1936, t 01,1.1961.1569. 1966, 1970, 1974.1578.1987,1987 M0 2007 by The AmafiWn kibuae rat MA D*cum a d A107n - 2007. CQPYrJW dt8 , loll Arch4eex. Ae ri?lrta emery af, mRRl ti Thba Atlt? t; by tt.S, Ce>p tplft isw and kI a a Tnretlrtt tiea`iflhorUtird raprodrretion f1t Sri 4d aerie MA DOMMank or >? Putan fit tt.:rarfy.vadi tfa ecrfvefa d?il caul aimtfet Pte. aW wA b& prosricured lc rho 5 rnfpdmr+m fesuntta nnetrr ttra tans. This dOwrnent = modwed by AA sotNrrwee at 16:4522 an 03RiMAM under Order Na.100M06957_1 WWI t? 3+20Et6 and It obi 1 resale t5080168M § 15.4 SUBSTANTIAL COMPLETION § 15.4.1 Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof is sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work for its. intended use. § 16.4.2 When the Contractor considers that the. Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall prepare and submit to the Architect a. comprehensive list of items to be completed or corrected prior to final payment. Failure to include on item on such list does not alter the responsibility of the Contractor to complete all Work in accordance with the Contract. Documents. § 15.4.3 Upon receipt of the Contractor's list, the Architect will make an inspection to determine whether the Work or designated portion thereof is substantially complete. When the Architect determines that the Work or designated portion thereof is substantially complete, the Architect will "issue a Certificate of Substantial Completion which shall establish the date of Substantial Completion, establish responsibilities of the Owner and Contractor for security, maintenance, heat, utilities, damage to the Work and insurance, and fix the time within which the Contractor shall finish all items on the list accompanying the Certificate. Warranties required by the Contract Documents shall commence an the date of gubstantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. § 15.4.4 The Certificate of Substantial Completion.sball be submitted to the Owner and Contractor for their written acceptance of responsibilities assigned to them in such Certificate. Upon such acceptance and consent of surety, if any, the Owner shall make payment of retainage applying to such Work or designated portion thereof. Such payment shall be adjusted for Worst that is incomplete or not in accordance with the requirements of the Contract Documents. § 15.5 FINAL COMPLETION AND FINAL PAYMENT § 15.5.1 Upon receipt of the Contractor's written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Architect will promptly make such inspection and, when the Architect finds the Work acceptable under the Contract Documents and the Contract fully performed, the Architect will promptly issue a final Certificate for Payment stating that to the best of the Architect's knowledge, information and belief, and.on the basis of the Architect's on-site visits and inspections, the Work has been completed in accordance with terms and conditions of the. Contract Documents and that the entire balance found to be due the Contractor and noted in the final Certificate is due and payable, The Architect's final Certificate for Payment will constitute a furthertepresentation that conditions stated in Section 15.5.2 as precedent to the Contractor's being entitled to final payment have been: fulfilled. § 15.5.2, Final payment shall not become due until the Contractor has delivered to the Owner a complete release of all. liens arising out of this Contract or-receipts in full covering all labor. materials and equipment for which a lien could be filed, or a bond satisfactory to the Owner to indemnify the Owner against such lien. If such lien 'remains unsatisfied after payments am made. the Contractor shall refund to the Owner all money that the Owner may be compelled to pay in discharging such lien, including costs and reasonable attorneys' fees. § 15,5.3 The making of final payment: shall constitute a waiver of claims by the Owner except those arising from .1 liens, claims, security interests or encumbrances arising out of the Contract and unsettled; .2 failure of the Work to comply with the requirements of the Contract Documents; or .3 terms of special warranties required by the Contract Documents. § 15.5,4 Acceptance of final payment by the Contractor, a Subcontractor or material supplier shall constitute a waiver of claims by that payee except those previously made in writing and identified by that payee as unsettled at the time of final Application for Payment. ARTICLE 16 PROTECTION OF PERSONS AND PROPERTY § 16.1 SAFETY PRECAUTIONS AND PROGRAMS The Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the performance of the Contract. The Contractor shall take reasonable precautions for safety of, and shall provide reasonable protection to prevent damage, injury or loss to .1 employees on the Work and other persons who may be affected thereby; Init. AtA DooUnWg A1QT- -2007, CgpV tiht Q 1936.1951.1958. 1961.786;#; I9M 1070. 1974. 197$, t ?7. 19a7And 2007 by The Amsrioanlnartsn of Archtects.,.An rfY? teserved. WARN6iG: ThiSt .NO 00owasht is:1" , by ti.5. Mlawr and (elutuubW TMOM tk+?horlmd rrpredtretlen ardhvr0?e or this me; Doauote nt. co-any portion of k=" result in severs eNr11 and crbrttnW p 4 end w* be prosecuted to the 1 ? rlgiudanarit extent.pe rln Under Ow frot, .This document was prcduoad by A111 sattwara at 1B 45:22 on t137Q7rMW Under Order No.10MM257_1 wh cit exoss an WI 20M and is not for resale. user Motes: t6M1 1 .2 the Work and materials and equipment to W incorporated therein, whether in storage on or off the site, under care, custody or control of the Contractor or the Contractor' s.Subcontmctors or Sub- subcontractors; and .3 other property at the site or adjacent thereto, such as trees. shrubs, lawns, walks, pavements, roadv6ays, structures and utilities not, designated for removal. relocation or replacement in the course of construction. The Contractor shall comply with and give notices required by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities bearing on safety of persons and property and their protection from damage, injury or loss. The Contractor shall promptly remedy damage and loss to property caused in whole or in part by the Contractor, a Subcontractor; a sub-subcontractor, or anyone directly or indirectly employed by any of them, or by anyone for whose acts they may be liable and for which the Contractor is responsible under Sections 1.6.1.2 and 16.1.3, except for damage. or loss attributable to acts or omissions of the Owner or Architect or by anyone for whose acts either of them may be liable, and not attributable to the fault_or negligence of the Contractor. The foregoing obligations of the Contractor arc in addition to the Contractor's obligations under Section 9.15. § 16.2. HAZARDOUS MATERIALS § 16.21 The Contractor is reesponsible for compliance with the requirements of the Contract Documents regarding hazardous materials. If tfe Contractor encounters a hazardous material or substance not addressed in the Contract Documents, and if reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons resulting from a materid or substance, including but not limited to asbestos or polychlorinated biphenyl (PCB). encountered on the site by the Contractor, the Contractor shall. upon recognizing the condition, immediately stop Wort: in the affected area and report the condition to the Owner and Architect in writing. When the material or substance has been rendered harmless, Work in the. affected area shall resume upon written agreement of the Owner and Contractor. By Change Order, the Contract Time.shall be extended appropriately and the Contract Sum shall be increased in the amount of the Contractor's reasonable additional costs of shutdown, delay and start-up. § 16.2.2 To the fullest extent permitted by laws :the Owner shall indemnify and hold harmless the Contractor, Subcontractors, 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 attorneys' fees, arising out of or resulting from perfodnance of the Work in the affected area, if in fact, the material or substance presents the risk of bodily injury or death as described in:Section 16.2.1 and has not been rendered harmless, provided that 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), except to the extent that such damage, loss or expense is due to the fault or negligence of the party seeking indemnity. § 162.3 If, without negligence on the part of the Contractor, the Contractor is held liable by a,government agency for the cost of remediation of a hazardous material or substance solely by :reason of performing Work as required by the Contract Documents, the Owner shall inden5nify the Contractor for all cost and expense thereby incurred. ARTICLE 17 INSURANCE AND BONDS § 1TA The Contractor shall purchase from, and maintain in a company, or companies lawfully authorized to do business in the: jurisdiction in which.the Project is located, insurance for protection from claims under workers' compensation acts and other employee benefit acts which are applicable, claims for damages because of bodily injury, including death, and claims for damages, other than to the Work itself, to property which may arise out of or result from the Contractor's operations and completed operations under the Contract, whether such operations be by the Contractor or by a Subcontractor or anyone directly or indirectly employed by any of them, This insurance shall be written for not less than limits of liability spe sifted in the Contract Documents or required by law, whichever coverage is greater, and shall include contractual liability insurance applicable to the Contractors obligations under Section 9.15. Certificates of Insurance acceptable to the Owner shall be filed with the Owner prior to commencement of the Work. Each policy shall contain a provision that the policy will not be canceled or allowed to expire until at least 30 days' prior written notice has been given to the Owner. The Contractor shall cam the Commercial liability coverage required by the Contract Documents to include. (1) the Owner, the Architect and the Architcct's Consultants as additional insureds for claims caused in whole or in part by the Contractor s negligent acts or omissions during the Contractor's operations. and (2) the Owner as an additional insured for claims caused in whole or in part by the Contractor's negligent acts or omissions during the Contractor's complete) operations. hurt, A1A Docamant Atot"- 200'/. CepytW 0 ISM, 1951. ISM, b961,1963, t966.1970,1074, t9n.19te3.199].and 2003 by The Ampricen Institute of Arm, All rights reserved. 'MtARNIMM Tfis 14111 Domment to ptoMated by U& eapyrtpht t.aw hurt tntsrnedwA l Treatise. umutl d' 17 rsproRuerhon ar disbibudw of this AW _Rocament,.nr any pa r to at It, nHy! rmdt to se+r w elv11 and dinikul;pNer R, and wttl be praptMed to the utmdmum ua possade undergo We. This da WMM was produced by M software as' 16:4522 on e131Q7MM underOrft N0.10W30 957_t vdkh e3*es an fill 31200E, and is Hart tar resale User Notes: t9080rISM § III OWNER'S LIABILITY INSURANCE The Owner shall be responsible for purchasing and maintaining the Owner's usual liability insurance. 17.3 PROPERTY INSURANCE 17.11 Unless otherwise provided, the Owner shall purchase and maintain, in a company or companies lawfully authorized to do business in the jurisdiction in which. the Project is located, property insurance on an "all-risk;" or equivalent policy form, including builder's'risk, in the amaum of the initial Contract Suttr, plus the value of subsequent modifications and cost of materials supplied and installed by others, comprising total value for the entire Project at the site on a replacement cost basis without optional deductibles. Such property insurance shall be maintained, unless otherwise provided lathe Contract Documents or otherwise agreed in writing by all persons and entities who are beneficiaries of such insurance, until final payment has been made as provided in Section 15.5 or until no person or entity other than the Owner has an insurable interest in the property required by this Section 17.3:1 to be covered, whichever is later. This insurance shall include interests of the Owner, the Contractor, Subcontractors and sub-subcontractors in the Project. § 17.3.2 The Owner shall file a copy of each policy with the Contractor before an exposure to loss may occur. Each policy shall contain a provision that the policy will not be canceled or allowed to gxpire, and that its limits will not be reduced, until at least 30 days' prior written notice has been given to the Contractor. § 17.3.3 The Owner and Contractor waive all rights against (1) each other and any of their subcontractors, sub- subcontractors, agents and employees, each of the other; and (2) the Architect; Architect's consultants, separate contractors described in Article 12, if any, 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 obtained pursuant to Section 17.3 or other property insurance applicable to the Work, except such rights as they have to proceeds of such insurance held by the Owner as fiduciary. The Owner or Contractor, as appropriate, shall require of the Architects Architect's consultants, separate contractors described in Article 12,.if any, and the subcontractors, sub-subcontractors; agents and employees of any of them, by appropriate agreements, written where legally required for validity, similar waivers each in favor of other parties enumerated herein. The policies shall provide such waivers of subrogation by endorsement or otherwise. A waiver of subrogation shall be effective ac 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. § 17,3.4 A loss insured under the Owner's property insurance shall be adjusted by the Owner as fiduciary and made payable.to the Owner as fiduciary for the insureds. as their interests may appear, subject to requirements of any applicable mortgagee clause. The Contractor shalt pay Subcontractors their just shares of insurance proceeds received by the Contractor, and by appropriate agreements, written where legally required for validity, shall require Subcontractors to make payments to their sub-subcontractors in similar manner. § 17,4 PERFORMANCE BOND AND PAYMENT BOND § 17.4.1 The Owner shall have the right to require the Contractor to furnish bonds covering faithful performance of the Contract and payment of obligations arising thereunder as stipulated in bidding requirements or specifically required. in the Contract Documents on the date of execution of the Contract. § 17.41 Upon the request of any person or entity appearing to be a potential beneficiary of bonds covering payment of obligations arising under the Contract, the Contractor shall promptly furnish a copy of the bonds or shall authorize a copy to be furnished. ARTICLE 16 CORRECTION OF WORK § 16.1 The Contractor shall promptly correct Work rejected by the Architect or failii?g to conform to the requirements of the Contract Documents, whether discovered before or after Substantial Completion and whether or not fabricated, installed or completed. Costs of correcting such rejected Work, including additional testing and inspections, the cost of uncovering and replacement, and compensation for the Architect's services and expenses made necessary thereby, shall be at the Contractor's expcnse, unless compensable under Section A.2.7.3 in Exhibit A. Determination of the Cost of the Work. Init. AIA D00un mt A10T" - 2007. CopVrVn G 1936,1951,1. 58 1963, 1963..1966,1970, 1974.1978.1987.1997 and 2007 by The American kmMe d Ar Ctc An dells reesrve& WAttIS c This JUA* DOOM WO is pew by:ti.S, Go?ytrtpht t aMr tad rttTentatio?ttrt Tirattal. ?. 1 B rapeodv at ordsaltromm ar IW AJA. oocnaier?t. ar amp poci4av et 1G mar nHedttre sevsrEi>irtt rnd and wiN presaadad to the ! mdrom s3dsatt,p to u[dw"lair. The dommom was p vdumd try AIA sdtw v at Y 6:4532 0a 02=21M urn w Order No.1000306W_t wt* t evpnes.ortrrt13i2008. tsar is riot tar resale. User Notes; t50a0160E51 § 182 In addition to the Contractor's obligations under Section 9.4, if, within one year after the date of Substantial Completion of the. Work or designated portion thereof or after the date for commencement of warranties established under Section 15.4.3. or by terms of an applicable special warranty required by the Contract Documents, any of the Work is found to be not in accordance with the requirements.of the Contract Documents, the Contractor shall correct it promptly after receipt of written notice from the: Owner to do so unless theOwner has.previously given the Contractor a written acceptance of such condition. The Owner shall give such notice promptly after discovery of the condition. During the one-year period for correction of Work, if the Owner fails to notify the Contractor and give the Contractor an opportunity to make the correction, the Owner waives the rights to require correction by the Contractor and to make a claim for breach of warranty. § 18.3 If the Contractor fails to correct nonconforming Work within a reasonable time, the Owner may correct it in accordance with Section 8.3. § 18.4 The one-year period for correction of Work shall be extended with respect to portions of Work first performed after Substantial Completion by the period of time between Substantial Completion and the actual completion of that portion of the Work. § 19.5 The one-year period for correction of Work shall not be extended by corrective 'Work performed by the Contractor pursuant to this Article 18. ARTICLE 19 MISCELLANEOUS PROVISIONS § 19.1 ASSIGNMENT OF CONTRACT Neither party to the Contract shall assign the Contract without written consent of the other; except that the Owrier may, without consent of the Contractor, assign the Contract to a lender providing construction financing for the Project if the lender assumes the Owners rights and obligations under the Contract Documents. The Contractor shall execute all consents reasonably required to facilitate such assignment. § 19.2 GOVERNING LAW The Contreishall be governed by the law of the place where the Project is located, except, that if the parties have selectedarbitration as the method of binding dispute resolution, the Federal Arbitration Act shat) govern Section 21.4. 19.3 TESTS AND INSPECTIONS Tests, inspections and approvals of pottions.of the Work required by the Contract Documents or by applicable laws, statutes, ordinances. codes, rules and regulations or lawful orders of public authorities shall be mane at an appropriate time. Unless otherwise provided, the Contractor shall make arrangements for such tests, inspections and approvals with an independent testing laboratory or entity acceptable to the Owner. or with the appropriate public authority, and shall bear all related costs of tests, inspections and approvals. The Contractor shall give the Architect timely notice of when and where tests and inspections are to be trade so that the Architect may be present for such procedures. The Owner shall bear costs of (1) tests; inspections or approvals that do not become requirements until after bids are received or negotiations concluded, and (2) tests, inspections or approvals where building codes'or applicable laws or regulations prohibit the Owner from delegating the costs to the Contractor: 619A COMMENCEMENT OF STATUTORY LIMITATION PERIOD The Owner and Contractor shall commence all claims and causes of action, whether in contract, ton, breach of warranty or otherwise. against the other arising out of or related to the Contract in accordance with the requirements of the final dispute resolution method selected in the Agtement within the period specified by applicable law, but in any case not more than 10 years after the date of Substantial Completion of the Work. The-Owner and Contractor waive all claims and causes of action not commenced in accordance with this Section 19.4. ARTICLE ?A TERMINATION OF THE CONTRACT § 20.1 TERMINATION BY THE CONTRACTOR If the Architect fails to certify payment as provided in Section 15.2.1 fora period of 30 days through no fault of the Contractor, or if the Owner fails to make payment as provided in Section 4,1.3 for a period of 30 days, the Contractor may, upon. seven additional days' written notice to die Owner and the Architect, terminate the Contract and recover from the Owner payment for Work executed, including reasonable overhead and profit. costs incurred by reason of such termination, and damages.. ?? AIA Deta?eeW4 A10Tn - 2007. Copyright 01M. 195i.19M 1961,1963,19M 1974.1974,197k 1947.1997and 2007. byThe Ameriam lnMuls at 14rcroteets. Ap dphts easernad. IA[ARAi1 Tills Ale potaseW4 is pr %M'd bt U.B. Copp" taw and 'trmft& etae*d 19 repeeewerion W ution at,Wk AtA;Cis Qeeuent,M. or wW portion of it, my rev* In 1Nwrs ot1?t ad n a'beeInd Peeteftiel4 sold terN1 brpromosted to the / WiXU t1rs11 usoeatpos *k vrldw the belt, TKs d=m= was produoad.by AtA sottwam at i e.,4= on om7raw ardor Order ho.10Dt'i3o695T 1 wt rh eta M on 6/13 MJD and is not for resat& user Notow P=168951 . w . § 20.2 TERMINATION BY THE OWNER FOR CAUSE § 20.2.1 The Owner may terminate the Contract if the Contractor .1 repeatedly refuses .orfails to supply enough properly skilled workers or proper materials; 2 fails to make payment to Subcontractors for materialF, or labor in accordance with the respective agreements between the Contractor and the Subcontractors-, .3 repeatedly disregards applicable laws. statutes, ordinances; codes, rules and regulations or lawful orders of a public authority; or A otherwise is guilty of substantial breach of a provision of the Contract Documents. § 201.2 When any of the above reasons exists, the Owner, upon certification by the. Architect that sufficient cause exists to justify such action, may, without prejudice to any other remedy the Owner may have and after giving the Contractor seven days' written notice, terminate the Contract and take possession of the site and of all materials, equipment, tools, and construction equipment and machinery thereon owned by the Contractor and may finish the Work by whatever reasonable method the Owner may deem expedient. Upon request of the Contractor, the Owner shall furnish to the Contractor a detailed accounting of the costs incurred by the Owner in finishing the Work. § 2023 When the Owner terminates the. Contract for one of the reasons stated in Section 20.2.1. the Contractor shall not be entitled to receive further payment until the Work is finished. § 20.2.4If the unpaid: balance of the Contract Sum exceeds costs of finishing the Work, including compensation for the Architect's services and expenses made necessary tbcreby, :and other damages incurred by the Owner and not expressly waived, such excess shall be paid to the Contractor. If such casts and damages exceed the unpaid balance, the Contractor shall pay the difference to the Owner. The amount to be paid to the Contractor or Owner, as the case may be. shall be certified; by the Architect, upon application, and this obligation for payment shall survive termination of the Contract. § 20.3 TERMINATION BY THE OWNER FOR CONVENIENCE The Owner ;nay, at any tithe, terminate the Contract for the Owner's convenience and without cause. The Contractor shall be entitled to receive payment for Work executed, and costs incurred by reason of such termination, along with reasonable overhead and profit on the Work not executed. ARTICLE 21 CLAIMS AND DISPUTES § 21.1 Claims, disputes and other matters in question arising, out of or relating to this Contract, including those alleging an error or omission by the Architect but excluding those arising under Section 16.2, shall be referred initially to the Architect for decision. Such matters, except those waived as provided for in Section 21.$ and Sections 15.5.3 and.15.5.4, shall, after initial decision by the Architect or 30 days after submission of the matter to the Architect, be subject to mediation as a condition precedent to binding dispute resolution. § 212 If a claim, dispute or other matter in question relates to or is the subject of a mechanic's lien, the party asserting such matter may proceed in accordance with applicable law to comply with the lien notice or filing deadlines. § 213 The parties shall endeavor to resolve their disputes by mediation which, unless the parties mutually agree otherwise, shall be administered by the American Arbitration Association in accordance with their Construction Industry Mediation Procedures in effect on the date of the Agreement. A request for mediation shall be made in writing, delivered to the other party to this Agreement, and filed with the person or entity administering the mediation. The request may be made concurrently with the binding dispute resolution but, in such event, mediation shall proceed in advance of binding dispute resolution 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. If an arbitration is stayed pursuant to this Section, the.parties may nonetheless proceed to the selection of the arbitrator(s) and agree upon a schedule for later proceedings. § 21.4 If the parties have selected arbitration as the method for binding dispute resolution in the Agreement, any claim, subject to, but not resolved by, mediation shall be subidrAto arbitration which, unless the parties mutually agree otherwise, shall be administered by the American Arbitration Association, in accordance with the Construction Industry Arbitration Rules in effw on the date of this Agreement. Demand for arbitration shall be A1A Document A1W- -2007. Copyd9ht 01936.1951. IM 1961. 1963,19M 1970.1974.1978.1987.1997 end20W by The American kMitute of Itdt AmhltoctL AN rights rasarvad. WAFJ. This AtA* Do anent to A 1 4, to, d by"Coswriam taw and h>tmsertttanat LrarfFas. tinw&tarlmd n*nkluconn car dtstrlW9*n'ot fl& AtA Downen4 or shy porflon ark tl" tm* M anora sW u hubsW pmtalttas. and wgt be prnaeuhna to the 20 novinmm aottmap"abb undw Ow Inv. This d=unem was produced by AA software et 1 &45:22 on 03/07!2006 under Oder No. tOtW300957_t will! expires on ftt11200a, and is not tar resale. Umv Naus: tSM1 l made to writing, delivered to the other party to the Contract, and Filed with the person or entity administering the arbitration. The award rendered by the arbitrator or arbitrators shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof and the prevailing party shall be entitled to attorneys fees and costs as part of any award or judgment § 21.5 Either party, at its sole discretion, may consolidate an arbitration conducted under this Agreement with any other arbitration to which it is a party provided that (1) the arbitration agreement governing the other arbitration permits consolidation; (2) the arbitrations to be consolidated substantially involve common questions of law or fact, and (3) the arbitrations employ materially similar procedural rules and methods for selecting arbitrator(s). § 21.6 Any party to an arbitration may include by joinder persons or entities substantially involved in a common question of law or fact whose presence'is required if complete relief is to be accorded in arbitration provided that the patty sought to be joined consents in writing to such joinder. Consent to arbitration involving an additional person or entity shalt not constitute consent to arbitration of a Claim not described in the written Consent. § 21.7 The foregoing agreement to arbitrate and other agreements to arbitrate with an additional person or entity duly consented to by parties to the Agreement shall. be specifically enforceable under applicable law in any court having jurisdiction thereof. § 21.8 CLAIMS FOR CONSEQUENTIAL DAMAGES The Contractor and Owner waive claims against each other for consequential damages arising out of or relating to this Contract. This mutual waiver includes. .1 damages incurred by the Owner for rental expenses, for losses of use, income, profit, financing, business and reputation, and. for loss of management or employee productivity or of the services of such persons; and 2 damages incurred by the Contractor for principal office expenses including the compensation of personnel stationed there, for losses or rinancing, business and reputation, and for loss of profit except anticipated profit arising directly from the Work. This mutual waiver is applicable, without limitation, to all consequential damages dud to either party's termination in accordance with Article 20. Nothing contained in this Section 21.8 shall be deemed to preclude an award of liquidated damages, when applicable, in accordance with the requirements of ft Contract Documents. This Agreement entered into as of the day and year first written above. OWNER (Signature) Don Erwin, President (Printed name and title) CONTRACTOR (Signature) George L. Church. Jr President . (Printed name and title) A1A D0c&MWd A107U -300- Capyrtptrt 01958.1951.1958,190t. 1963.196& 19711.1974, 1978,1987,1997 and 2007 by The American kudnae of Fait Architects` AN rjpMS ratasvad. WAfiNl M. Tbrs.me Ooateaw to p wAcsod ky u.$. CopYripbt ta+r and IQIs?lfonat.tnw?dies tlrperlfine9sad =::0 ga 01 #6 111 0r 1WPaden sir 1t MY eeauK In sv?+t oivtt aad txtrr?r Arm red wtlt !ar prmre0uted to ste 21 ils undbr lha W04 Ttus *v meet was produced by AtA software at 16:45 2 on 0=712= undW Order No./ 000306951 1 wNch ercpcee an 611312 M End it rtet lot maw treat Notes: (Smm6085) Additions and Deletions Report for AIAV Document A 107'0 - 2007 This Additions and Deletions Repot. as defined on page 4 of the associated document, reproduces below all text the author has added to to standard form AIA document in order to complete it, as well as any text the author may have added to or deleted from the original AIA text. Added text is shown urderlirned. Deleted text is indicated wish a horizontal line through the original AIA text. Nole: This Additions and Deletions Report is provided for information purposes only and is not incorporated into or constitute any part of the associated AIA document. This Add'Rions and Walk= Report and its associated document were generated simultaneously by AIA software at 16:45.22 on 03/07120M. PAGE i AGREEMEW made as of the day of March in the year 2008 (Name. address and aiherrrfformation) lnsite Developm tU 1943 Monterey Drive Mechanicslnife. PA 17050 717-319-1159 Rowe Sprinkler Systems: Inc, 7993 US Highway 522 P.O. Brix 407 MiddlcbM.. PA 17482 x,,70=$37-7647 MWT Ken E. Lofstsmd 520 Collins Aikman Drive Sa' 200 Charlotte, 14C 26262 AddNtons and oetef m t for AIA Doeumsnt A1077N- 2907. Copyright 01!3&1951-19511- 1961,1983,1966,1970,1974, 1878.1987,1897 aad 200-7 by 71ne Amwkm kwkm d A=like=. A8 debts mwrvea. WARMNM Thft AIA Doamrent 4 prateetsd.hai us. Cpyrtota L1- = d h+wtratlbnrli 1 7res.tlea.,Epa orWd sePeod!+cfloe or distriblttlen a f tt AtAs t3oeslareaR. o? sir potlian oih. r"MO is "Vera em iM orimb»1 perAdO rs, and WIN be protteieuEg4 to No m"hwor" Sident posse:under trill law. This dou,marn was.produoed by AW sotrwwd. at 164522 on O W12" Wdw Order tJo,i 00030M57 1 which expires an 81132008, and is nal tot res ale. UseriYates: (508016985} UCC fac may he modified by adapted local nn=dtnen0 shall he used. Additlens eu,d Dsktians tkgrart for AlA 0as rrratrrt A181= -2087 Capyriplrt OF 193 7 1451,ION. 1961, ION, INS, 19M 1974.1978, 1997'. 107 WW 2007byTheAma6on katk s dAd?c Aldg s mmrwdWARURM7WALA Domowtt is prstsalsd by u.S. t Lm and kdwnMkwA Treatise. lln dmprodna8on or dlabibudwl of this Ale .Dotumant or any portion of ka+sx molt in soma ddl w d crbnlnd paWtiand wul b pt6itsouted to lM as dmm sxlentposal to under theism. This document vas produeed by-ALA sdbmm at ,6:45:22 an 03W71E008 under tkdw No.t000G108957,1 whteh e:1- an 81132M and is row for rssals. user litolss:o,?ses} PAGE 3 The Contractor shall execute the Work described in the Contract Documents, except as specifically indicated in the Contract Decunvats to be the responsibility of others. The Contrwtor s work shall not include: (1) unspecified PAGE 4 Date of commencement 3/17/08 § 2.3 The Contractor shalt achieve Substantial Completion of the entire work- not later than ' days fi fa O°e /17 date of eewAaeneaffieft so as § 3.1 The Owner shall pay the Contractor the Contract Sum in current funds for the Contractor's performance of the. Contras The Contract Sum shall be ane of the i Two Hundred Sixty Thousand Dollars fS 260,Ob0.00 j X J Stipulated Sum, in accordance with Section 3.2 below § 31 The Stipulated Stun shall be Hundred Sixty Thousand Dollars tS 260.QO(#.001, subject to additions and deletions as provided in the Contract Documents,. gU st Bathrooms Add $I 0,000 Attic Add X54.000 PAGES Field labor Hourly Hourly Knuriv Hnurly ?7 M $25.00 Hd9MX 8.65.00 65.00 Hourly Hourly PAGER AMMons and l)disdom Report for AFA Doeumort A10T=- M7. Copyright 193rd i95i. 1958,1957,1965,1986, 7970,1974, 1978, 1987,1997 and . 2007 dtr The American IrnUtuFe of Ar> hiheels Art rights aved.iYffAt : This AfA tlopwoo t is prapee3ed by tJ S Capydght; f WA I ? Tear UM Uratfiborlmd rapraluetiori of elimitwtioa cO. this AtA tiocuried6 of 0' W hornet 0# 14 ditty r"Wt in aavara dvil and M A p orW wig be proamw to 0Min hoo o 011. ft pDMlib untiorthe twr: This Waxnent was Wo& ced by AiA saflwim at 10:45 2 at 03ao72tlps under Order No.1000308957_1 which azfiim an 6113MM, and is "nu for rwaW User Notes: [50801.6,885) A, 7 4.1.3 Provided that an Application for Payment is received by the Architect not later than the day'?. of a month, the Owner shalt make payment of the certified amount to the Contractor not later than the day-ELEMENTFt U-pf the Fneath. nt If an Application for Payment is received by the Architect after the date fixed above, payment shall be made by the Owner not later than (--THIRD 30, } days after the Architect receives the Application for Payment. 10 perccnt until the work is 50 percent complete at which time no further retainage will behold § 4.1.5 Payments due and unpaid under the Contract shall bear interest from the date payment is due at the rate stated below, or in the ,absence thereof, at the legal rate prevailing from time to time at the place where the Project is Weated.located nd If a Owner d. not pay ht Contractor u no t o t CMtractor. within ItLep (7) days from the time payment should be made as provided herein, Contractor tnav. without prejudice to any other available remedies, stop the Work of this Contract until payment of the Stnonnt owing has heen received. . 10%.PER ANNUM Retainage shall he 5% until the work is 50% complete, after which further retainage will not be held. PAGE? [ X_] Arbitration pursuant to Section 21.4 of this Agreement 'Pitle of Specifications exhibit:. Seaga me lute § 6:1.4 The ittgs.?rawings and Scopgof Work arc gs, follows and are dated 21&W litle of tz exhibit: Attachment "A" legMdmwings and -gasifications Attachment. *'W EE gcoIgdf nth PAGE 8 N/A Raw3 March 7. 2609 EP Atta-.. ment W PAGE 14 AdrMMom aid D@WJora deport 100 MA Dom mertr A107- - 2W. Copy jht O 1938,1951, 2047 by The American N%U*At a Axtdlem Al dgMs mssrvsd. WARNIMM Me Au? Dom 't reitln ttaatrtnortrid teprodueNoli tr d1:t 1t0ort of tltls MAO baourdeal, agony poirw ww be Vosseuted to tUt aw bourn sidant poeslbt undw the twee: This documerp was prow ro.1006WMW_1 which eiCp && on W13f 8108, and is not tar resale. P"e 19119;1966,1970,1974,1978,1967,1997 and iDratnttrli t7.1? COPfrt9ta tsrr 9altl InNn7a?ti00W: a<tdt to aawers olvi and orMldnM,.laKadtes, and s0ttware at 1&:45:22 on 03WIZM under Order percent (20%) between the date of this Contract and the date of installation. PAGE 20 § 21A If the patties have selected arbitration as the method for bidding dispute resolution in the Agrectnent, any claim, subject to, but not resolved by, mediation shall be subject to arbitration which, unless the parties mutually agree otherwise, shall be administered by the American Arbitration Association, in accordance with the Construction industry Arbitration Rules in effect on the date of this Agreement. Demand for arbitration shall be made in writing, deliverred to the other party to the Contrdct, and filed with the person or entity administering the arbitration. The award rendered by the arbitrator or arbitrators shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereePtherrof and the prevailing party shall be entitled t0._attornGYS fees land COStS as Dart of anY award or iudfement PAGE 21 Don Erwin. President G e Church, Jr President Add[tloat and Dabtlats Report for MA Document A107" - 2007 2007tyThn Aunsnesn lpitgraa od Ard>iAM AN d9I" reserved. WPJ Tmd*& #hiardb- b - I reproduc*m ordisMb M of We A10 Ch wo as om"emed to the e=ra en exam pwWw Under the Net. No.10030657 1 which ex0rw an 5/1312008. ands not far resale. User Nobs: it O 79961951.19% 1881. t9153, IN& 1870,1974,1978,1997,.1997 and Tats Ate 60munrd is Walsew by tt9. C 3"ftbt Law and ingtrrations , or any pordm of N, racy sall k sews cWN mW orbelad petuAfts, and umem was ptaduced by AtA sothnre ffi 1&4522 on 0310712008 under Order (5090/5MS) Certification of Document's AuthenticifY AIAO Document 0401" - 2003 1, George Church, hereby certify, to the best of my knowledge; information and belief, that I created the attached final document simultaneously with its associated Additions and Deletions Report and this certification at 16:45:22 on 03/07/2008 under Order No. 1000306937_1 from AIA Contract Documents software and that in preparing the attached final document I made no changes to the original text of AIA' Document AIOT" - 2007 - Standard Form of Agreement Between Owner and Contractor for a Project of Limited Scope, as published by the AIA in its software, other than those additions and deletions shown in the associated Additions and Deletions Report. (Signed) (Title) (Dared) AIA Docwnent D401--2003. Copyr4M O 1992 and 2003 by The kwcen tnsotute of AMMbets. Alt data reserved. WAS MG.-• This '[!dastard is protscted by U.8. Gopyrl0ld taw and brtarrndonsl Tresttes. Unnuthorked reprwhwdon or AMMMUM of We AJO Doomm-4. or any portion of 1t. 1 and will be prosecuted to the nrwdmum oftrit paa?te tinder pre hm. This dot MMM iris produced by M" rseaat in severs and aiiiih- rt paotdUes, AIA sohware at 16:45:22 2 o on 0"712006 under t]rder No. 1000306957_1 which expires on fi+i 312008. and is not for reafele. (508016665) User Flores: .-We 11:33 FROMiPBECD INC 717 458 9362 TO: 157083763335 P.2 made in writing, delivered to the other party to the Contract, and filed: with the person or entity administering the nrttlttation. Ttra award rendetod by the arbitrmtar:or arbitrators bitmll..bc final, and judg?ncnt may be entered upon it in accordance with applicable law in any court having, jurisdiction themf and do prevailing party shall be entitled to unorneys fees and costs as .part of any award or}udgment 21.5 Either party. at its.solo discrerion; may.consotidate an arbitration conducted under this Agrectnent with any other arbitration to which it is a patty prgvided that (1) she urbihm. ion agreement gore ring the other arhitrut;on permits consolidation; (2) the arbitrations to be ConarrlIdnted ulbstandally involve common que2ctions Of taw or fact; and (3) the arbitrations employ materially similar procedural rules and methods for: sq. lecting,wtitrator(s), § 21.& Any patty to an tirb%tration may include by joindcr persons or entities sub.stanti.aily involved in a common question or law. or. W, whose presence is requued if coniptt to relief is to ere accorded in arbitration pmvided that the. party sought to. be joined consents in writing to such jo'tniier. Consent to arbitration inval ving an pddidonal person or entity shall not constitute consent to arbitration of a Claim not described in.the written Consent. § 21;7 The.fdmgoing agreement to arbitrate and oft agrtcttu m.to: arbitrate with an'addidoriat person or entity duly Cattstnted tq by patties 10 the Agreement shell be spcci ficttlly enfdTCeabk under applicable law in any court having jurisdiction thereof. §'21.8 CLADS FOIL GO1tSEQUENT1AL DAMAGES. The Contractor and Owner waivo.clairns against each other for cnni equrrtti:?1 dainagcs arising.out of or relating to this Contract, This mut?tttl waiver'rncludes` .! dama? incurred by the Owner for MnW expenses, for losses of use, irtcamrepror laaancing, business and reputatipm and for lnss.of nmt)ngemcnt or employee productivity.dr of the services of such persons; end .2 damage6 fncfttst:d by the Cont=tnr for prtrlCipal office expenses incitjding the aortjpet?sation of persanDd itauiot>sii °tlnm, for losses of financing. business and reputation; and for loss of profit excerpt anticipated profit arising directly front the Work. 77his mutual waiver is applicable. without limitation, ib all consequential damages due to either party's: termination in accordam with Article 20, Nothing contained in this Section 21.8 shall be dedmed to preclude an award of liquidated darns , when applicable, to accordance with the requirements of" the. ritrttct Dacumentst This Agreement entered into-as of the day and year, frost written above. 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C) V 0 z 0 ?3 G r o M w 0 UQ G? ? o a ? n o?,Wtrl ftl Utz d r? r a o a, v a, o CD t d C1 y n b 'S b '?T 0 G 21 C, 0 Dad xz x wLft? nC'17 ' NN 00 a I cD tTl N 0 ?-a OF 7 T 2809 OCT 27 PM 1: 08 CUMb COUNTY fi ENNSYLVANA 4'18.50 PO ATTY CO 31 ?7 eC239toW R Thomas Kline Sheriff Ronny R Anderson Chief Deputy Jody S Smith Civil Process Sergeant Edward L Schorpp Solicitor Rowe Sprinkler Systems, Inc. vs. Donald H. Erwin Sheriff s Office of Cumberland County ~- ~lwt4~ pi ~;uutf+~~~r c,° ~f0 Gl.i .-. Case Number 2009-7390 SHERIFF'S RETURN OF SERVICE 10/30/2009 12:25 PM -Mark Conklin, Deputy Sheriff, who being duly sworn according to law, states that on October 30, 2009 at 1225 hours, he served a true copy of the within Complaint and Notice, upon the within named defendant, to wit: Donald H. Erwin, by making known unto himself personally, at The Cumberland County Sheriffs Office 1 Courthouse Square Room 303 Carlisle, Cumberland County, Pennsylvania 17013 its contents and at the same time handing to him personally the said true and correct copy of the same. SHERIFF COST: $28.44 October 30, 2009 SO ANSWERS, R THOMAS KLINE, SHERIFF 0 CUM David D. Buell" 4 °p Renee X Simpson Prothonotary 11P611111 , z 1S` Deputy Prothonotary V \:,0, 1Vf a Vie-n.r r �irkS. Sofionage, FSQ \\ �� Irene E. Morrow Solicitor 1750 2nd Deputy Prothonotary Office of the Prothonotary Cumberland County, (Pennsylvania 69- 7390 CIVIL TERM ORDER OF TERMINATION OF COURT CASES AND NOW THIS 29Th DAY OF OCTOBER, 2013,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, DAVID D. BUELL PROTHONOTARY One Courthouse Square • Suite 100 • Carlisle, PA. 17013 • (717)240-6195 • FaK(717)240-6573