HomeMy WebLinkAbout12-7333i
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IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
CIVIL DIVISION
THE DENNIS GROUP, LLC,
Claimant,
vs.
SCHREIBER FOODS, INC.,
Owner or Reputed Owner
I hereby certify that the within described real
estate is located in the Borough of
Shippensburg, Cumberland County,
Pennsylvania, and designated as
Parcel Identification Number
33-35-2386-003, by the Recorder of
Deeds of Cumberland County,
Pe sylvania
Kenneth W. Lee
No.. j ,~. 7 3 3 3
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Statement of Mechanics' Lien Claim
Filed on behalf of Claimant
THE DENNIS GROUP, LLC
Counsel of Record for This Party:
TUCKER ARENSBERG, P.C.
Kenneth W. Lee
PA I.D. No. 50016
2 Lemoyne Drive
Suite 200
Lemoyne, PA 17043
Telephone: (717) 234-4121
Facsimile: (717) 232-6802
b ~ ~ 5 ~~ ~~,~ <~~y
c~ # ~~ 71
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
CIVIL DIVISION
THE DENNIS GROUP, LLC,
Claimant,
vs.
SCHREIBER FOODS, INC.,
Owner or Reputed Owner
STATEMENT OF MECHANICS' LIEN
The Dennis Group, LLC, a limited liability company, by its attorneys, Tucker
Arensberg, P.C., files this Statement of Mechanics' Lien as a contractor pursuant to the
Pennsylvania Mechanics' Lien Law, 49 P.S. §1101 et seg., against the property herein
described, any and all buildings erected thereupon, and the curtilage appurtenant thereto,
for the payment of $1,038,544.41, together with interest and penalties calculated from
October 31, 2012, attorneys' fees and costs due it as contractor under the contract herein
described. The following is a statement of its claim:
1. Claimant, The Dennis Group, LLC (hereinafter "DG"), is a limited liability
company organized and existing under the laws of the State of Delaware with its principal
place of business located at 1537 Main Street, Springfield, Massachusetts, 01103.
2. The Owner or Reputed Owner, Schreiber Foods, Inc., is, upon information
and belief, a corporation organized and existing under the laws of the State of Wisconsin
with its principal place of business located at 425 Pine Street, Green Bay, Wisconsin,
54301.
.Z
3. This claim relates to labor, services, equipment and/or materials provided
by DG necessary to design, erect and construct the Expansion of the Owner's
Shippensburg Yogurt Production Facilities ("Improvement") upon the premises situate at
208 East Dykeman Road, Borough of Shippensburg, Cumberland County, Pennsylvania,
being more fully described in a Deed dated April 12, 2005, recorded in the Office of the
Cumberland County Recorder of Deeds at Deed Book Volume 268, pages 2206-2218,
and designated as Parcel Identification Number 33-35-2386-003. A true and correct copy
of the Deed is attached hereto as Exhibit "A" and incorporated herein by reference as
though fully set forth at length.
4. On or about December 18, 2009, DG and the Owner or Reputed Owner
entered into an agreement whereby DG agreed to and thereafter did furnish labor,
material, equipment and/or services in furtherance of the Improvement upon the premises
herein described for which the Owner or Reputed Owner agreed to pay DG an amount
equal to the actual costs incurred by DG to furnish the labor, material, equipment, and/or
services in furtherance of the Improvement, including the costs of all labor, material,
equipment, and/or services furnished by any and all subcontractors of DG, together with a
fee as calculated in accordance therewith on all costs so incurred by DG ("Contract"). A
true and correct copy of this Contract is attached hereto as Exhibit "B" and incorporated
herein by reference as though fully set forth at length.
5. The total value of the labor, material, equipment, and/or services furnished
by DG for the Improvement, including the costs of all labor, material, equipment, and/or
services furnished by any and all subcontractors of DG, together with the fee thereon
calculated in accordance with the Contract and Change Order Numbers 1, 2, 3, and 4 is
$64,338,892.74. True and correct copies of the Change Orders are attached hereto as
Exhibit "C". The Subcontracts and the Subcontractors' Invoices being voluminous and in
-2-
2
the possession of the Owner or Reputed Owner are not attached hereto.
6. DG completed all work in a good and workmanlike manner on or about
October 25, 2012.
7. To date, the Owner or Reputed Owner has paid DG $63,300,348.33 for the
labor, materials, equipment and/or services furnished by DG in furtherance of and
incorporated into the Improvement upon the premises described herein.
8. The principal amount claimed by DG to be due is $1,038,544.41 with DG
also entitled to interest and penalties calculated thereon from October 31, 2012,
attorney's fees and costs.
9. This lien is claimed against the Improvement and premises together with
any and all buildings thereon and the curtilage appurtenant thereto situate at 208 East
Dykeman Road, Borough of Shippensburg, Cumberland County, Pennsylvania, being
more fully described in the Deed dated April 12, 2005, recorded in the Office of the
Cumberland County Recorder of Deeds at Deed Book Volume 268, pages 2206-2218, a
true and correct copy of which is attached to this Statement of Mechanics' Lien Claim as
Exhibit "A" and incorporated herein by reference as though fully set forth at length.
TU KER ARENSBERG, P.C.
~-''~„~-
Kenneth W. Lee
Pa. I.D. No. 50016
2 Lemoyne Drive
Suite 200
Lemoyne, PA 17043
Phone: 717-234-4121
Facsimile: 717-232-6802
Email: klee@tuckerlaw.com
Attorneys for The Dennis Group, LLC
-3-
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VERIFICATION
AND NOW, comes John Lapinski as Administrative Manager/1=financial Controller
of The Dennis Group, LLC, and verifies that the facts contained in the foregoing
Statement of Mechanics' Lien Claim are true and correct to the best of his knowledge,
information and belief, and that as Administrative Manager/Financial Controller of The
Dennis Group, -LLC, he is authorized to execute this Verification on its behalf. This
Verification is made subject to the penalties of 18 Pa. C.S.A. § 49l?4, relating to
unsworn falsification to authorities, which provides criminal penalties if a person with
intent to mislead makes a written false statement which he does not believe to be true.
Dale: ~O - Nv ~~ ~- av `aL
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~" ~T °. ZIC ~LER
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Made the Iri day of April, 2005,
BC'tVYeen
Li:J~ APR 18 h~~ li ~1
SCAREIBBR FOODS, ING., a Wisconsin corporation), suoceesor by metg+sr to xtASKAS
FOODS HOLDING COMPANY, INC., a Missouri G~ hereinaRer celled "(iralor",
pasty of the fast part
and
SCHRBIBER FOODS, INC., a Wisconsia corporation,
heneirYaRer called "Grpatee",
party Of the s~oooad pact:
WfITiES3BTB, the the said pasty of the fast part, in won of the limn of ONB
DOLLAR AND OTHER GOOD AND VALUABLE CON3IDBRATION--{sI.00} to it now
paid by the :aid par/y of tlx sa~ad pant, does ramae, release and quit-claim say and all right,
title and interest sad by these presents dos remise, rolea~ and gait~claini uato the aid party of
tlnc seconrd part, its au~coessors and assigns, fonwer:
Sea ~ sdtached hereto ffid made a part hereof.
BEING the same ptiamisea which StanEor+d Realty Venture, a Missouri gemacytl , by its
deed dsrtad October 38, 2002, sad recorded November 1, 2042 it! the Recorder's OlEce of
Cumberland Cowrty, Pennsylvania in Record Book Volume 254, pogo 17'19, grsnted and
oonvcyed onto Raskas Foods Holding Company, Inc., a Missouri corporation, the Grantor
hez+ein.
Rasi~as Foods Hokiiag Cornpeay, Inc. was merged into Sc2u+oiber Food:, lnc. which is evidenced
by the Articles of Merger dotal February 9, 2004 sad attached hereto as Pachibit B.
UNDER AND 3UHJECT TO all easements, rights of way and bona as contained, in prior
inaavmecsta of rooord andJor as installed or located on the ptemiae~ sad all other mottos of
rocord appe~nyng prior lus+ato,
with the sppurt~ancos: To Have amt To Hold the acme. together with alt rights and
app~ateoencee ther+eW belonging, unto and for the use of the said armtee, rts eucceaora and
assigns forever.
[Signature Page Follows)
P[: ~161f~ rl (IH7D014DOfy
~4oK 268 ~acf~2206
1N ViRFN&SS wIiBREOF, the Grantor beer set its hsnad and eoal the day and year first
above written. ~ .
ATTEST:
Title: T~~-s,w-e..~-2
STATE OF w ~'"'Q'`'''~
COUNTY QF
sc FOOns, ixc., a wiaoonrin
coa~por~ion, :ucooaor by mercer to
RASKAS FOOD$ HOLDINf3 COMPANY,
INC.
By: .«,rc
Name: i.+yJ
Title:
SS
On thia the day of 'l 20Q5, befom me, a notary public, the undemignod otFiCex
J~ - wlro a~clcnowIodlal Litwelf/ltana~f 1a be tw
~*cs~ ~ L+ of 'Dods, fnc., g wiaoomia oorpo~, a~ocasoz by
magar to Radns Fooda Holding Company. Inc., and that hdshe as aach ot~oer, being
aWhaeia~ed to do so, exaeuted the foregoing inateunraat for the ptgpoaes thee+ein coatained by
signing the name of the corporation by bimselfl'h~aeIf as said o~Cer.
IN wITNBS3 wHE1tEOF, I het+eimto aet my haMl and o 'al seal
~.7~~,
~ Nctary Publio
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lboomn~on rs Mara,,, ~ooe
CBRTIFICATE OF RESIDl3NCE
I, the tmden~ignod, do heroby certify tbat Grantees' precise reaideace is:
425 Dino Stc+eet, Green Bay, wiaconsin 54307-9010.
for Qrante
rr:mss~ ~ t~+mo~cnoc~
600K 268 PACE2201
N`ti
'17WaC1'DA0.1:
ALL THAT TRACT Ott PA1t.C1B. OF LAND eitWe m the Ba+at~hoflbipPaoebtul. Cte~bNiead
Peaoeylvaedti eipnle on the Naeth aide o[Dyloenreo Road, mole i611y boarded aed daoeibed o
Bfl~+DtI1NQ ar m iranpia an the eaaehmr aide dDylaraaa Rood, a tip hoot ee~vet at a aaeiar datbar
host aoa- air d the 8iippeorbutR Saoilery AnlhaeiAq; tltrooe 6y ie taste boimdery deab
etraey Math 63 dr/eeea 33 saiatee 39 eeooode ~ 333.00 bat to ea hco pi4 at other Led aow a
8094 dlyraea 3ddotes 31 eso~aob ?!t. ieet b as lea pii; 801 dtOwM ~>,t~Me SZ
evoordr Waey 336.16 fret b as hou pig Nat6 ?A depaae Z6 aoiaotee 31 eeoatle West, ?39,37 hot b ao
iroa pie, the pLoe atBB(iB~II~K1.
CONTAB~@p lOAlt acres panuaot b a*vel- lard aubd[tdrioa ~ of 8trtler atl Leto; 6or S.A.D.Ca~
drtedJroe 13, 19tt aodnoadodiartbe adios otRaooalrradDeadr aEamr~redCamty, Paeaeylrwie
iaPfeaHoukSS, ~ 31.
ALLbat oette6t tact at paeael dLod allow in tbe9oroeRh d~ tbmbeelntdCaaity,
>Rmriiwota„ beiaR LatNa l0A as tbbdtvWoo PlasdSdppeorbupt aeaWeyAuthortgr. eaidploa ~
aeoeeded h Pha avail 67~ Pape 971n tJta o~iee ofthe liaoordar dDeedr, h aad for OmotbeeWd t7ouaey,
>'ooat~tvaaiR oraa figr bounded emd deeovlUed r to wit
BB(1Q11~A(1 at ettirapity ataNaar a~fLode mw or ~T of $tattlbndllaalbr Vaatme{6eiot LotNa
10 as PhetdLats teoordad fo PLa Hods S6,•PaSe 031), aothe aaa6 tilde dD~aa ~ a 60•dot
pobMe tM~aek Aron goad 74 drrrea 31 arietttra 30 aaooa4e Bart, 739.37 Prat b a taotpec ieaae by
eaasi, Need 71 de~aoe 36 mbulae 33 eaeeade Beet' 336.16 bet, to a teeti~ at aemer a[hMeaiow a
ibemerly dtha Daoyh d thertos soar 66 ~ 31 mhaMee N tgeoerde Wiet, 60tl.lt
bey bmiroapioetaroaratMedettowadtheBaa~d~theoosbyteme
Nocd~ deRkwe 31 ooiuaraa 30aeoo^8~ Wavy tOt 16 bet, a an honpia, et tlr euali Bide dDlioemo
Rod; dwoeby the loud Bide dDylmaueo Road, North 63 depaee Zs arhaMae 10 eeoaode llaey 30 bet fb
m kna piq, de jtaos dHRCiII~INlrTQ.
AL1. that attain paasal dLod aitoae m the eau16 and Wiat aide dD3lameo Road h dr Horowle d
8~hltpr^rrrq, G~aebaidaad caoimtlr, Araoiq-hatlr. aad beiap eboe-a ae LetH11 as a "Lod 8~bdlaeMioa lfbc
Baea~d8hippeaebers"~ datdDaoemher23,'i 1991.+ePupnedh74dHertbAara~oiewe,Aroierionel
Lod Sorve3neti awaded is Cwm6~lend txonty Plan Book 7t, Pep 73. ~ 6omded sod dearxid w
lbllowe:
BIBOIINIViriQ at p froa pin, said iron pW is at the eoaehero ~r-waylfoe of'Dyiwioea Road at aaaier
or1e.~,a~,.ar,a,o,ad,-dsta~rdle..i~,-vamreleeo~r~latr 1o;e~d ieeaap>~th~,-~,~
d,b. aaulrrlti,e ratliooh~ mr~Ra~ad actlteda 1tt~+00.0; the.ra,~idth..o.thero~
im. a[a1. ebob- t~1 fbot wide Dyloewoo Road dpiaol~way~ Naed i3 depeer~ Zt ~- t0 taoa.ar
~ 212.61 bat b anh!caplu; ~aoe oaelidaRby da eaidei~-(~1 bat wideD~tmaaRadrl~tot=
6t' aave b the rlsht LsviaK the itHatrlap ~ Radhr'00:00 bey An Leaph ZI~t971My
Daly 91 deD.w„ t9 aeioben. Z6 eeaarM. Choed Baarfat dNad 7t dettea, 32eimtee, 07 eeoaarle Bert
aad a t~udDiMagoe of233.Z0 beteo as hoopla; tLegoe oaadaQiat byeeid Dylarmen Roadrlgkt-airway
BOOR ,2~ PAGE2,`Zf3~
8o~i 43 d~eo~ iZ a~ieelee. Z4 MooodaBrR X10.67 tnt b es irm pb au dM eeitDyloeeMe Boed n1~1-
ot~-atdn~O~rr dallrrlodr dieDaa~d lhoedi td~~a X10
noai INwR ~•!0 iet b a aeeeMe moerfeat as 1W defsl~i d
dreee wliLdafN~edAi~eel~rVa~e ~Wtdip~ali~lile0ler]~ieet~ dyw~a, 31
~ !0 wooode War, S~tS 00 motto en ieat piey die pleas dI
HHtNQ?atvd No. 33~33~Z3e6~003
BUOR ~~ P~GF~,~~~
:.wi+3 ~xtttui
COMMONwEAtTH OF PF.NN9YLVAN{A
DI~ARTMFAtT ~ REVENUE
BUREAU OF fMgNDUAL TAxEe
PO 90x 2a0a07
REALTY TRANSFER TAX
STATEMENT aF VALUE
See Reverse for Instrttctions
RECORDER'S USE Ot~l.1'
suu tx Pew ~--~'-
eoekNumtar SCI
P.pe NumLer ~~
DoN-Raeaded tJ . rO _d-
Complete each section and fife in dupbcete with Recorder cf Aeeds-when (t) the (uB vatutllcortsideratbn is not set -orth in the deed, (2) when the
deed is wifitout consideration, a by gift, or (3) a tax exemption is chimed A Sletanent of Value is not roquirad if the transfer is wholly exempt fmm
tax based on: (1) family relationship a (2) public utility easement. K more space (s needed, attach additions sheet(s).
A. CGR~SPONDENT - AFI inquiries may be directrd to the fottovlrirtg Iperson• _
N e ~ Namber; ~~
~ c~~ ~ ~ st.te zrp coos
t ~ ~ / O
B. TRANSFER DATA Date of Accetatartce of Document
GraMar(a)/l.eswr(+) t3rantee(ayles e(+) ,
StraetAddtsaa StraetAddreas -. --.'-~-
Clfy State Zip Code City _ Stele Z!p Code
~ ~ U~ 5 ~~Ip7 ~41' I ~ 5'/.30'7
1. Actw9 Constdsration 2.Other Consideration 3. Total nuderation
v o - ~
4. CauMit ~ ~ ~ Value 5. Common Level Ratio Factor ~ 8. Fair Mnicst Value
a -7 0 ~ x '.~. os' - _~' ~QO. l014..~
ta. nt of Claimed tb. Percentage oft real Conveyed
2. Ch k Appropriate Box t3elow for Exemption Claimed
^ Wiii or Intestate succession
^ Transfer to Industrial Dave ant (Name of pecedent) (Estate File Number)
loPm Agency.
^ Transfer to a trust. {Attach complete Dopy of trust agreement identifying all ben~iciaries.)
^ Transfer between prinapel and agent. (Attach complete copy of agency/straw party agreement.)
^ Transfers to the Commanweaith, the United States acid Instrumentalities by gift, dedication, condemnation or in lieu
of condemnation. (ff condemnation or in lieu of condemnation, attach copy of resolution.)
^ Transfer from mortga~r to a holder of a mortgage in default. Mortgage Book Number ,Page Number
Corrective or confirmatory deed. {Attach complete copy of the prior deed being corrected or confirmed.)
Statutory corporate oonsotidation, merger or division. {Attach copy of articles.)
^ Other (Please explain exemption claimed, If other than listed above.)
Under per-attles of law, t dsclan that l here examined this Statement, including secornpr{nying information, and to the bas!
of my knowledtfe and belief, It is illus. correct and comttdits.
pale
~ 1~
FAR.URE TO COMPLETE THIS FORFk,PR~ERLY OR ATTACH APPLICABLE DOCUMENTATION MAY RESULT IN
Ti1E RECORDER'S REFUSAL TO RECORD Tt~IE DEED.
aooK 268 P~c~22~,0
' BB~IBIT B
DFIICORPJ30 ~ Unibed Staten of Mranica
DAt,'11MSNT
2J00 Stste of Wiacandn
DEPARTMENT OF FIAiANCIAL IN9T1TU1ZON3
To All to Wtrom Tome Pteaeata Shall Coma Grating;
I, RAY ALIEN. Depu/y AdmuDiafraror, Diviwatt of Ca~potale dt Cam Sa~ioea, Depatttneat of
irman+di 1a~tatia®a, do lrerobycarti$- that rho auareaced o~py hM been ccanpraed ~ lhedopambm anSte is
the Caspanti~o®sectim of the Dives of CosQocate ~ Caoaaoer Sa~viom of tbn deparlarent, and fiat fhe
acme is a true copy ffiereot`, end tt,aR i am the legal custodian of said docmaaat, and ibat thi. ce>ti$catioa is is
due form.
I'
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DATE: ~ ~ 7 ~
1N TB$TAt~NY WHBRBOP, I have
herealu se# aQy lid aad affi~rod the official aea[
of the Deputnteat.
~y~--
RAY ALLEN, Dep~y Admiaiaorator
Devstion of Corparate dt Ciomoasner Savicos
Dep>tlnrad of Fh~cid laatitubiooa
Bffecgve ruiy 1.1996. Mre Departmaat of Financial done ar~nred fire tlmctiau p~rioeely par~rmed by
the Corporatiooa Diviaioo of the Secrotary of Stara and is the :uocessar casto~sa of corpo~o reKxnds formerly
held by tha Se:xetary of State.
B~t~t s
auuK 268 NAC~2211
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Stsls dWisooosie
DBtAA'i~lENT bF FiNANCW.IN817fUi`lONS
Div4ioa a!'Coeponk At Caosaom' Servjoe~
ARTICLES 4F M~itGSR
f. Hq• hrdes w t5e M.epr:
PNole: ~
R~81Q18 F'OODB HCitrDZgO C'~MP111VY ~ YNC .
Iodiimll (~ Limbed Par4lenlfip (CI1.179, Wis. BfNS.~ Ocpeiosd coder dre
>~ ~ Buaipms Coeporedon (Ch. l~o~ Wis. 9Mb.) inns of
T~farbodt C~oepalsdoa (Ch. lal, Wis. Sws.) MIB~O~RI
Lisped h' Y (C~. 2ie3, Wis. Bbls.) (~ ~I
(a4 Limited Pa~nanibip (Qi.1?"9, Wis. dab.) OlNloiNed ~ldwc dro
T!'P° Bosi~ess Corposssian (Cb.11QWis. ~Oe.) lnne d
No~useoclc Caspotaeioa (Cb. tst, Wil4 Srer.} _
Limiosd Lia6~ej- Cergeay {Qt. I l3, Wis. Sbats.) (sane or eoimt~y)
sahsdois ma~a ~trlvLW pntia as as addidosai pye.
~, ~,,.~ nor ~ aooi a~~a ra
~. A
8t~I9>Mt POOmB, INC. ~ S 1 /'y~5
~ ~ Lia~iood Parmastaip (CIS. ! T9, Wb. Sblfa.) Oe~oaiaed esidsr dr
i~ity r~ ~ (cu. ~:~, w~, sane ~ ~
Nom~took coepoeaeioe (Cb.1><], Wil. 8blb.) wxetous~
u~d Lia~- r (~ las, Wis. .) (.ow a~eoa+~ay}
Fnarca ~ - s».w
aglvCaxr~troro~~ u,~ ofu~l ~, ~ ~owaaay.
~ ds
9001( ,`~ PAGE22 j~
_.._..._.. ~ ....w..~,`...~.,_.,...,.....
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Afi~TiCL)Ci Ol t1~RGfWt
3 Tice Plr oCid~ isdrded to ~ docr~at wara~ravad by each bttrinsss oNlti- thtt is a patty ee t6e
m«fr Lt de enr.w ragriad blr ere laws applbaMN to aaeM baeitMSe as#Uy, sad is a4owdsno~e wkr r.
1 ZI~D. t 103, J i0. t l a and tf3. t2QZ, ii sfrpliaabte,
i~t'D~NCY STATBM8N1' -The sarviviaj bnaireaf adily odds ii s domeMie a fls~tip
frsenNt~ osnpecstiea TMs Ffsa d Mserr ieoladad a Iris daaNtw~e w~aa arprowd blr astir Mdss~s sseitjr
that is apasgr to lit reNr to td maettstnrysiwd 6lrtlis h~ gMiaMa to wek brsiawr witty, Ord is
aooe~dtros wig sa, tSR1103.1301 f 04 and Is3.tZ02„ Kapp~iatbia~ and by apeno~s a1hNr thr the membsn
a board, if trs eppe~onrsl ot~ptoh per+eor V iegairad under s.1 11.1103 (~ (e).
1~tt ap~owal o[metrbem is rot tegai[ad, aad tfte P!m atlYtequr was apporad br a srNalant
viola ~dte board.
^ Tht at^nbar otv~oeee aa~t by eaoh cbss of maabsn b approve the Plu o~'Mas~er wun srttloiant
>!ar approval by tMN cttus,
t;laes Npasbat at'Yates Aaddaa b be Par Ap~et
Get
(Appeal or ataah the rI~AN OiR . Optioad ~~ iem~plste dr pyM i ~ ~
'. (4PZ'IONAL) 8lhaive Data tind'!'imo afiMerger
'CMess artf des of maser. wheat Ned. shat! ba e!lbetivt cn {lase} at _„_,~ (time}.
(Att aAitotiw asla laeirwd aadaT tlis aKide mgaotbe antisr thax thsdlsb the dowraot r dsth~sioed to the
dspnt+ossit der ~ teor au~ tYst 9A days eller ka del~wrq. ~
aAiotiw tiria aai lima wRt ba deMaiaed M7ie.174,11(l},1i0:0f23, lif.Ot2~ a ltl3 Ol t!, rrYVta~er
aeotisr poretns flteeoeviv6~ dooetlto angry
s. Bueotttel an F_t~ ,:,~. jQ~{_.,.,._ (dsoe)
bS-tlrtttrviyitOtsnetosas aetkf-atbdtslfotall
parties as the aratssr.
Mstr (X} bele+r site thls a~'the pasion dta
doemaem~t
For allrtibed paeb~
1~~t3rmetal f!atlrtlr
Larry P. FarQuson
(hlpeed Name)
Bon rarparaller
F~ ~ ? ~
....,a.. Res.,.. k.~
This docemoat was desltad hy: JBRt)s~DS B . sIKYTH
L`~ ~ ttadividasl wMo deailed ~ }
DFt/CORPnp0(RO?J1Wg3} Z ofS
aooK 268 p~cF2~i3
ARTICLES OF MERGER
~ ,~t~dta s. st~l
~-rns~tttr ooxx~-Y inx sxxet
z~~ s. >~ws s~t$gr
(~R$RN iAY, xI 54301
Yoar n4ua add~eea and pheoo naa~ber dl*ii0 the dsy: ((9 ~ 0 ~ ~ 3 7 - 04 7~
~: (ReG Ss. 179.77, 180.1103,181.1 iQS, and 1x3.1204, VYie, 9tsfa.lPocdoouatooelrt)
8utiadt ooacriiiasl and one e~aat Dopy to D ot]+I~dd LMimioae. P 0 8mt 7i~ 1~tadiMt 1VI,
33707-7~i6r to~MMr with a ~ ~ ct~tS0,1~ P~~ b dr d~ptil^~aot F~qi ~s i~ s~+~iis.
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~~
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ie applloeble.
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soox 268 P~E~214
a.o. ~ r9.~r.
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ttl.i tt)lt~„ aoa
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3eNw.
(TBMFLA'TE)
stwvtWieoooeim
D~AAT1~18NT DP FOillttG7~1l. DVS't'[I11I'iONB
iRh-bio>< of CatponMe ~ Carrier Serrioet
PLAN OF 1M1~RG8R
L N~ TrrWe to the Merpr.
Naeoe:
It11S1~18 tF00~8 ~LDI~iG COMPANY. IDiC.
.~~
Hldioe~e {J~ Lita~ea PattltasMp (Ch. 179, Wit. State.) ~r ~°
~ X Dlalfaeet Cetpacadon (06.110, Wis. $ttb.)
Npoetooit OorpOation (Ch. ~! dl, Wis. Stab.) MI3SOtAtY
~~~
Li~mieea 7 (Q1.1 ~, Wis. Sbb.) (~ a' FYI
i ~- ~ Limibd pwei6i~+ (tel. I79, Wi.. sew.) ~ Or ~mder ule
Aasiaess cotponliea (ca~.110; Wr. ~ilteb,)
IdoaMoa~ Ooepotaeiret (03..111, Wie. 81eb.)
[.i.bStty ~y (Q1.1 S3. Wie. Stab.) (~ ~)
scitadrle aool~ roa~nrviriss patties r m additiorel pie.
~. Bw~rNrlK iaelww iaNlq-:
~y~:
SCftRRIBRR FOOrD8, INC.
scab ~ Limited 1'almeeiip (Cb.179, Wie. Stilt) ~ ~ ~
~ ~ X >i~iaea CAtpotatiotl (C6. ISO. Wis. Sbb.) 4wt of
NaaMtooi~ Ce:pocseioo (C1s. lat, Wit, 3ew.) WiSCONtiiet
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BODK ;~s$ PACE2~~,5
., -
PLAN OF lY~RGi~R (T E IN P [. A T 8, Caut'~
3. Tbs wooer •ud berb otconverpr~ tie Intenete m aeb bnWaae ~ ttit is s p~rt~r N dre arer~rr into
e6aw, aterwlr, cwpfieet at oglrr woarMMr cltbe ~evrrigE bwirreM entity a anircd~er budneN ~ a
imo card at o1Lar property is wbole or irr pert.
~ snsvzwR is sirs sons SitARW10LDSR or ~ ~-svavivoR, so uL sWUtas
IN TtiB 110tf•SQRI~IVOR SWILL 88 CuiCQLL®.
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AOl~YElD 'lY7 iXiCb'PE ALL Q1~6, ASSI~M'!B, AMD DOCI~TS OF apiRY
1i71?~ 118ICH WIY SB DTi8d8Q TO sp'!3L'~l?E A aOLL AIiD 00!!P'LET3 TRA~ylR
OF OIP.
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HROVISIOBS OS 1'lis BYiillf8 OF T88 BEAtVIVI11q OO~RlITI011.
6. 7'6e aniaiae ofisoocpaadoa ar a~ det~rsarauias doatmeat of the rarvivia~ doeoeetic baeioeei
entity a ameeded r fbliarne:
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..
QUIT CLAJM D]BED
from:
SCI~tBIBBR FOODS, INC.,
a Wiaoomin c~rporatiaq
sucaaeor by morga do
RASKA3 FOODS HOIGDIl~ COMPANY, INC.,
ha+ei~aaftvr called"Crrantcr
to:
SCFQtBiBER FOODS, INC.,
a Wiaoonsia corporation,
hereinafter called the "t3rantc:e"
MAII. TO:
Inc.
P. ] 10
, 7- Ol0
tl'` LW l 'TO .
~ tiff thy' ~ ~ :, : r~~;~: ~.yc~t~.d
~CZ -;+~.' . .
I11 Cute;~r' . .. `.
fntepraMt! Qsilf~rtsnt Services
1 f 00 WahktOlon Avis.
Sum 304
Canw~, M,la100:,,,,~,,,,,,,r
m n~a~s ~ t~-cmoiGnoc~
euo~ 2fi8 ~~cF22f8
. , .. ,. Zc6~'
~~~ ~ ~ ~ ~ ~ ~ ~ ~i'j,
JAN 1 ~ 2010 ,~ 11lj,
,_ , .
By ..
i
DESIGN-BiIiLD
IRSTl1UT# OF AM#R1{A
Standard Form of Agreement Between
Owner and Design-Builder -Cost Plus Fee
T7tis doctement has important legal conseq:cences. Cotrsultatlon with
an attorney is recomtnetrded with respect to its cornpletlon or tnodifrcation,
This AGREEMENT is made as of the 18th day of December in the year of 2009, by and between Q~e following
parties, for services in connection with the Project identified below:
OWNER:
(Marne and address)
Scheiber Foods, Inc.
502 N. Madison St.
Green Bay, WI 54301
DESIGN-BUILDER:
(Nance mrd address)
The Dennis Group, LLC
1537 Main Street
Springfield, MA 01103
PROJECT:
(Irak+de Protect name and locattorr
as it wilt appear fn the ConGr~et
Docuurenis)
Shippensburg Yogurt Bxpansion
In consideration of the mutual covenants and obligations con#ained herein, Owner and Design-Builder agree as set
forth herein.
DBIA Document Ho. 530 Standard Form of Agreement Between Page 1
Owner and Design-13rtilder-Cost Ptus Fee Revision C
®1998 Design-Bulid Institute of America
Schreiber Foods, Inc. -Revised 03105
ARTICLE 1
Scope of Work
1.1 Design-Builder shall perfomt all design and construction services, and provide all material, equipment,
tools and labor, necessary to complete the Worl: described in and reasonably inferable from the Contract
Documents.
ARTICLE 2
Conti act Documents
2.1 The Contract Documents are comprised of the following:
.1 All written modifications, amendments and change orders to this Agreement issued in
accordance wi#h DBIA Document No. 535, Standard Form of General Condr'ttons of Contract
Between Uwner and Design-Builder (1998 Edition) `General Conditions of Contract");
.2 This Agreement, including all exhibits and attachments;
.3 Written Supplementary Conditions, if any, to the General Conditions of Contract;
A The General Conditions of Contract;
.5 Construction Documents prepared and approved in accordance with Section 2.4 of the General
Conditions of Contract;
.G The following other documents, if ate.
ARTICLE 3
Interpretation and Intent
3.1 fihe Contract Documents are intended to permit the parties to complete the Work and all obligations
required by the Contract Documents withui the Contract Time(s) for the Contract Price. The Contract Documents
are intended to be complementary and interpreted in harmorry so as to avoid conflict, with words and phrases
interpreted in a manner consistent with construction and design ind~~stry standards. In the event o f any
inconsistency, conflict, or ambiguity between or among the Contract Documents, the Contract Documents shall
take precedence in the order in tuhich they are listed in Section 2.1 hereof.
3.2 Terms, wards and phrnses used in the Contract Documents, including this Agreement, shall have the
meanings given them in the General Conditions of Contract.
3.3 The Contract Documents form the entire agreement between Owner and Design-Builder and by
incorporation herein are as fully binding on the parties as if repeated herein. No oral representations or other
agreements have been made by the parties except as specifically stated in the Contract Documents.
SohneiberBoods Ina
Revision E
December S, 2007 Page 2 of 23
• .' . , .~ .
ARTICLE 4
Ownership of Work Product
d.l Work Product. All drawings, specifications and other documents and electronic data famished by
Design-Builder to Owner under this Agreement ("Work Product's shall be deemed the sole and exclusive property
of Owner and Design-Builder agrees that all rights, title and interests, if any, of Design-Builder in and to the Work
Product shall be and are assigned to Owner as Owner's sole and exclusive property.
ARTICLE 5
Contract Time
5.1 Date of Commencement. The Work shall commence within five (5) days of Design-Builder's receipt of
Owner's Notice to Proceed {"Date of CommencemertY~ unless the parties mutually agree otherwise in writing:
5.2 Substantial Completion and Final Completion
5.2.1 Substantial Completion of the entire Work shall be achieved no later than I/10J2011.
5.2.2 Interim milestones and/or Substantial Completion of identified portions of the Work shall be achieved as
follows: Referro~xhibitA
5.2.3 Fina[ Completion of the Work or identified portions of the Work shall be achieved as expeditiously as
reasonably practicable.
5.2.d All of the dates set forth in this Article 5 ("Contract Time(s)' shall be subject to adjustment in
accordance with the General Conditions of Contract.
5.3 Time is of the Essence. Owner and Design-Builder mutually agree that time is of the essence with
respect to the dates and times set forth in the Contract Documents. Design-Builder agrees that the dates
and times set forth in the Contract Documents including, without limitation, the Scheduled Substantial
Completion Date, will be met. ]n the event Design-Builder fails to meet arty such dates and Nimes,
Design-Builder shall be liable to Owner (without right of reimbursement) for all costs and damages
uictured by Owner as a result of such failure to meet any such dates and/or times; provided, however,
Design-Builder shall not be liable to the extent such costs and damages are caused by the acts or
omissions of Owner, its employees or agents.
ARTICLE G
Contract Price
G.1 Contract Price
G.1.1 Owner shall pay Design-Builder in accordance with Article 6 of the General Conditions of Contract a
contract price ("Contract Price's equal to Design-Builder's Fee (as defined in Section 6.2 hereof) plus the Cost of
the Work (as defined in Section 6.3 hereof.
SohnibarFoode lno.
Revisioa Lr
December 5, 2007 Pago 3 of 23
G.1.2 For the specific Work set forth below, Owner agrees to pay Design-Builder, as part of the Contract Price,
on the following basis: T & M, NTE as outlined in Exhibit E, 2880 Breakdown of Engineering, CM Services, Fees
and General Conditions.
G.2 Desl~t-Builder's Fee
G.21 Design-Builder's Fee shall be as follows:
Design: Refer to Professional Services Fee Schedule (Exhibit C)
Conshuction Management: A 6'/z% fee for all subcontrncted work held by the Dennis Group
6.22 Design-Builder's Fee will be adjusted as follows fox airy changes in the Work:
Design: Refer to Professional Services Fee Schedule (Exhibit C)
Construction Management: A 6'/z% fee for all subcontracted work held by the Dennis Group
G.3 Cost of the Work. The term Cost of the Work shall mean costs reasonably incurred by Design-Builder in
the proper performance of the Work. The Cost of the Work shall include only the followug:
.1 Wages of direct employees of Design Builder performing the Work at the Site or, with Owner's
agreement, at locations off the Site, provided, however, that the costs for those employees of
Design Builder performing design services shall be calculated on the basis of prevailing market
rates for design professionals performing such services or, if applicable, those rates set forth in
an exhibit to this Agreement.
.2 Wages or salaries of Design-Builder's supervisory and administrative personnel engaged in the
performance of the Work and who are located at the Site or working off-Site to assist in the
production or trnnsportation of material and equipment necessary for the Work._
.3 Costs incuured by Design-Buulder for employee benefits, premiums, taxes, insurance,
contributions and assessments required by law, collective bargaining agreements, ar which are
customarily paid by Design-Builder, to the extent such costs arc based on wages and salaries paid
to employees of Design-Builder covered under Sections 6.3.1 through 6.3.3 hereof.
.4 The reasonable portion of the cost of travel, accommodations and meals for Design-Builder's
personnel necessarily and directly incurred in connection with the performance of the Work.
.5 Payments properly made by Design-Builder to Subcontractors and Design Consultants for
perfomlance of portions of the Work, including any insurance and bond premiums incurred by
Subcontractors and Design Consultants.
.6 Costs incurred by Design-Builder in repairing or correcting defective, damaged or
nonconforming Work, provided that such defective, damaged or nonconforming Work was not
caused by, or the result of the acts or omissions of; Design-Builder or those working by or
through Design-Builder .
7 Costs, including transportation, inspection, testing, storage and handling, of materials, equipment
and supplies incorporated or reasonably used in completing the Work.
.8 Costs less salvage value of materials, supplies, temporary facilities, machinery, equipment and
hand tools not customarily owned by the workers that are not fully consumed in the performance
of the Work and which remain the property of Design-Builder, including the costs of
SoluCiberFoods Ina
Revision E
December 5, 2007 Page 4 of 23
transporting, inspecting, testing. handling, installing, maintaining, dismantling and removing
such items.
.9 Costs of removal of debris and waste from the Site.
.14 The reasonable costs and expenses incurred in establishing, operating and demobilizing the Site
office, including the cost of facsimile transnrissions, long-distance telephone calls, postage and
express delivery charges, telephone service, photocopying and reasonable petty cash expenses.
.11 Rental charges and the costs of transportation, installation, minor repairs and replacements,
dismantling and removal of temporary facilities, machinery, equipment and hand tools not
customarily owned by the workers, which are provided by Design-Builder at the Site, whether
rented from Design-Builder or others, and incurred in the performance of the Work.
.12 Premiums for insurance and bonds required by this Agreement for the performance of the Work
13 Ail fuel and utility costs incurred in the perfomaance of the Worlc
.14 Sales, use or sinular taxes, tariffs or duties incurred in the performance of the Work.
15 Legal costs, court costs and costs of mediation and arbitration reasonably arising from Design-
Builder's performance of the Work, provided such costs are pre-approved by Owner and do not
arise from disputes between Owner and Design-Buiider and disputes between Design-Builder
and its Subcontrnctors or Design Consultants.
.16 Costs for permits, royalties, licenses, tests. and inspections incurred by Design-Builder as a
requirement of the Contract Documents. -
.17 The cost of defending suits or claims for infringement of patent tights arising from the use of a
particular design, process, or prorhict required by Owner, paying kgai judgments against Design-
Builder resulting from such suits or claims, and paying settlements made with Owner's consent;
provided, however, if Design-Builder knew or should have known of the infringing nature of
such design, process or product and fails to notify Owner of same prior to the use of such design,
process or product, the costs, judgment and settlements descn'bes in this Section 6.3.17 shall not
be reimbursable.
.18 Deposits which are lost, except to the extent caused by Design-Builder's negligence.
.19 Costs incurred in preventing damage, injury or loss in case of an emergency affecting the safety
of persons and property.
.20 Other costs reasonably and properly incurred in the performance of the Work to the extent
approved in writing by Owner.
6.4 Non-Reanbarsable Costs
The following shall be excluded from the Cost of the Worlc:
Compensation for Design-Builder's personnel stationed at Design-Builder's principal or branch
offices, except as provided in Sections 6.3.1, 6,3.2 and 6,3.3 hereof.
Sclneibar Foods Ina.
Revision E
December 5, 2007 Pugs 5 of 23
.2 Overhead and general expenses, except as provided for in Section 6.3 hereof, or ~vhich may be
recoverable for changes to the Work.
.3 The cost of Design-Builder's capital used in the performance of the Work.
ARTICLI•; 7
Proced~ue for Payment
7.1 Progress Payments
'1.1.1 On the twenty-fifth (25a') day of each month during the performe~nce of the Work, the Design-Builder
shall submit to the Owner two itemized Applications for Payment. The first application shall be an Application for
Construction which shall include Design Consultant, Subcontractor, and Sub-subcontractor invoices and a
percentage of any lump sum amount for any aspect of the Work that the Owner and Design-Builder have agreed
will be performed for such amount, based on the value of such aspect of the Work actually performed as
determined by the Owner by reference to the actual progress and the detailed breakdown, and, if applicable, tout
prices for any aspect of the Work that the Owner and Design-Builder have agreed will be performed for such
prices based on the actual quantities of such Work actually performed as determined by the Owner. The
Application for Construction shall include Design Consultant, Subcontractor and Sub-subcontractor invoices,
payroll records and other records of Cost of the Work, together with lien waivers, affidavits and such other
evidence as the Owner may require to establish the Design-Builder's payment of current obligations incurred on
account of this Agreement Subject to Section 7.1.2, the Application for Construction shall be paid by the tenth
(10`~ day of the following month after Owner's receipt of a correctly completed application showing an agteed-
upon and approved amount The second application shall be an Application for Fee and shall include the
remainder of the Cost of Work identified in Section 6.3, and either the equal monthly installment or proportional
value of the Design-Builder -Fee, whichever is applicable. The Application for Fee shall be paid by the twentieth
(20a') day of the following month after the Owner's receipt of a correctly completed application showing an agreed
upon and approved amount. The application shall include any Design Consultant, Subcontractor and Sub-
subcontractor invoices, tame sheets end other records of Cost of the Work, together with lien waivers, affidavits
and such other evidence as the Owner may require to establish the Design-Builder's paymel2t of current obligations
incurred on account of the Agreement. Notwithstanding the foregoing, if Owner does not receive either a correctly
completed Application for Construction or a con eatly completed Application for Fee on the twenty-fifth (25a'} day
of the month, the time in which Owner is required to pay a coaectly completed Application shall be increased by
the number of days the correctly completed Application is received after the twenty-fifth (25~ day of the month.
7.1.2 Only ninety percent (90%) of the approved Application for Construction shall be due as set forth in
Section 7.1.1. When the Work has reached Substantial Completion, one hundred percent (100%) of each
application from that point forward shall be due. Owner's Representative may, in his/her sole discretion, approve
earlier release of retainage. No retainage shall be withheld from the Application for Fee. Upon Final Completion
of the entire Work or, if applicable, any portion of the Work, 6wner shall release to Design-Builder all retained
amounts relating, as applicable, to the entire Work or completed portion of the Work.
7.2 Final Payment. Design Builder shall submit its Final Applications For Payment to Owner in accordance
with Section 6.7 of the General Conditions of Contract Owner shall make payment on Design Builder's properly
sexbmitted and accurate Final Applications For Payment within ten (10) days after Owner's receipt of the Final
Applications for Payment, provided that Design-Builder has satisfied the requirements for final payment set forth
in Section 6.7.2 of the General Conditions of Contract
7.3 Record Keeping and Finance Controls, Design-Builder acknowledges that this Agreement is to be
administered on an "open book" arrangement relative to Costs of the Work Design-Boulder shall keep full and
detailed accounts and exercise such controls as may be necessary for proper financial management, using
Solueibor Foods Ina
Ravisioa E
IJcxmber 5, 2007 Page 6 oT 23
accounting and control systems in accordance with generally accepted accounting principles and as may be
provided in the Contract Documents. During the performance of the Work and for a period of three (3) years after
Final Payment, Owner and Owner's accountants shall be affoxded access from time to time, upon reasonable
notice, to Design Builder's records, books, eorrespondenee, receipts, subcontracts, purchase orders, vouchers,
memoranda and other data relating to the Work, all of which Design Builder shall preserve for a period of three (3)
years after Final Payment.
ARTICLE 8
Termination for Convenience
8.1 Upon ten (10) days' written notice to Design-Builder, Owner may, for its convenience and without cause,
elect to terminate this Agreement. In such event, Owner shall pay Design-Builder for the following:
.1 All Work executed in connection with the Work;
.2 The masonable costs and expenses attributable to such termination, including demobilization
costs and Owner-approved amounts due in settlement of terminated contracts with
Subcontractors and Design Consultants; and
.3 The fair and reasonable sums for overhead and profit on the sum of items .l and .2 above, based
on a zero percent (0%) design fee and a six and one half percent (6'/~%) construction
management fee for subcontracts held by The Dennis Group.
ARTICLE 9
Representatives of the Parties
9.1 Uwner's Representatives
9.1.1 Owner designates the nidividual listed below as its Senior Representative ("Owner's Senior
Representative"), which individual has the authority and responsibility for avoiding and resolving disputes tinder
Section 10.2.3 of the General Conditions of Contract.
9.1.2 Owner designates the individual listed below as its Owner's Representative, which individual has the
authority and responsibilityy set forth in Section 3.4 of the General Conditions of Contract: John Hanson, 502 N.
Madison St., Green Bay, WI 54301.
9.2 Design-Builder's Representatives
9.2.1 Design-Builder designates the individual Iisted below as its Senior Representative ("Design Builder's
Senior Representative"), which individual has the authority and responsibility for avoiding and resolving disputes
under Section 10.2.3 of the General Conditions of Contract:
9.2.2 Design Builder designates the individual Iisted below as its Design-Builder's Representative, which
individual has the authority and responsibility set forth in Section 2.1.1 of the General Conditions of
Contract: Mark Snieckus, 1537 Main Street, Springfield, MA 01103
ARTICLE 10
soMeiber roods In°.
Itovision E
Dcxmb~ 5, 2007 Pngo 7 of 23
Bonds and Insurance
10.1 L~surance. Design-Builder shall procure the insurance coverages in accordance with Article 5 of the
Genera] Conditions of Contract.
10.2 Boeds snd Other Performance Security. Design-Builder shall provide the following performance
bond and labor and material payment bond or other performance security: (Indtcore the amount of bonds and anY other
eondtttons of the bandy or other seourltyJ
ARTICLE 1 i '
Other Provisions
11.1 Other provisions, if any, are as follows: (!Hoerr axy addirionat pravtsionsJ
11.1.1 Design-Builder aclmowledges that the Project may include renovations to an operating facility that is to
remain in full operation throughout the performance of the Work and thereafter. In such an event, Design-Builder
shall coordinate the Work with all existing operations of the facility, and to the extent of Design-Builder's failure
to do so, Design-Builder shall be liable to the Owner (without right of reimbursement) for al] costs and damages
incurred by the Owner as a result of temporary or permanent impairment of such operations resulting from any
aspect of the Work, except to the extent that such impairment is required by the Contract Documents.
11.1.2 Design-Builder shall be liable to the Owner (without right of reimbursement) for all costs and damages
uicured by Owner as a result of any loss or damage to (1} O~~vner's existing facility includmg, without limitation,
existing equipment, material and supplies, and/or (2) the Work including, without limitation, all materials,
supplies, machinery, tools and equipment forming a part of the Work, that is caused by the acts or onussions of
Design-Builder, its employees, agents, Design Consultants, Subcontractors and/or Sub-Subcontractors.
Soluei6arFooda Ina
Itavision E
Dxemhec 5, 2007 Page 8 of 23
In executing this Agreement, Owner and Design-Builder each individually represents that it has the necessary
corporate approvals to execute this Agreemerrt, and perform the services described herein.
OWNER:
S~~~br~G~dcr Fads, ~hG,
(Name of Owner}
{Si store)
Jo ~ ~ ~y.SOr~.
(Printed Name}
(Ti#le)
Date: (` ~>'" zola
DESIGN-BUILDER:
~ ~ ~`s ~aoy~o ~~
(Name of sign- 'der}
(Si r
~' ~
(Printed Name)
{Title)
Date: ~ lg
3~
Caution: You should sign an original DBIA document which has this caution printed in blue. An original assures
that changes will not be obscured as may occur when documents are reproduced.
Schreiber Poods Inc,
Rcvisioa E
December 5, 2007
Pago 9 of 23
EXHIBIT A
WORK ORDER
(T & M, Not To Exceed Price -- Mnltipie Payments)
NO. H73234
Pursuant to the terms of the Standard Agreement between Owner and Design Builder-Cost Plus
Fee between Schreiber Foods, Inc. ("Schreiber"} and The Dennis Group ("Contractor"), dated
December 18, 2009, Schreiber authorizes Contractor, and Contractor agrees to perform the
following Work:
See Exhibit C-Scope of Service
The Work shall be performed in accordance with the drawings, specifications, Gantt Chart and
any other Schreiber-approved documentation, if any, attached hereto and incorporated herein by
this reference. Contractor shall commence the Work on or before 14/15/49, and shall complete
the Work on or before 1/14/11.
For complete and satisfactory performance of the Work, Schreiber shall pay Contractor on a
time and materials basis in accordance with the rates attached hereto, but in no event shall such
amount exceed two million, .nine hundred forty-nine thousand, one hundred ninety-eight
($2,949,198) (the "T & M, Not To Exceed Price"} (Exhibit E), subject to increase or decrease
by Change Order pursuant to Section 3 of the Master Construction Agreement. The schedule of
values or progress payment schedule (whichever is applicable) is attached hereto and
incorporated herein by this reference.
Schreiber's Project Manager for this Work project is Sohn Hanson, and the Work will be performed at
Schreiber Foods-Shippensburg Plant, 208 East Dykeman Road, Shippensburg, PA 17257.
The Work provided under this Work Order shalt be subject to the terms of this Work Order (including
attachments), the Master Construction Agreement (including attachments), the Contractor Briefing
Program, and any Change Orders. The capitalized terms in this Work Order shall have the same
meanings as set forth in the Master Construction Agreement.
ACCEPTED AND AGREED TO BY:
"CONTRACTOR"
_.-.
(Name) 7C-wv` ~ r~wi v~
/~~ (Title)y~~..~ /~ ~c~'s,.sT
Date
s~nR,~t~r Foods Ino.
ttov;sion E
7xr s, aoo~
"SCI-1REIBER"
SCHREIBER FOODS, INC.
(Title) l7r~e~ f-r~.-p9eo
J- r3-'2o/0
Date
Pago 10 of 23
EXHIBIT B
[attach Independen# Conh•actor/Supplier /Vendor Confidentiality Agreement)
On File dated September 3, 2009
SohreiberPoods Ino.
Revision E
I]eoemlxr5, 7AU7 Page 11 of 23
EXHIBIT C
SCOPE OF SERVICE
Detailed .Design
The work to be performed during the Detailed Design phase of the project is the process and packaging
engineering detailing from raw receiving through trestle pallet transport required for:
(2) New high capacity yogurt tines
(2) Relocated medium capacity yogurt lines, and
(I) Cheese shred production line.
Note: The scope of process and packaging is defined on PM2.OOA release 11Dec09. All architeoture, engineering
and construction management services for the site, building, and utilities are being done by Sahreiber via S#ellar,
LLC.
The Dennis Group will provide project management during the detail engineering design phase and coordinate the
activities of in-house and outside resources. The Scope of work performed by the Dennis Group and deliverables
are swnmarizad by discipline as follows:
Process Engineers
• Detailed engineering and design
tUpdate design basis
• Calculate utilities including heat and material flow balances
•Create with the functional specification for the equipment
• Create process documentation
•Piping and instrumentation diagrams (P&ID)
•Update utility summary and equipment list
• Create documentation for use by Schreiber to purchase process equipment
tMajor equipment specifications
•Instrumentation specifications
Paclcaaing Engineers
• Detailed engineering and design
•Provide material handling layouts for the production line
•Assist with the functional specification for the equipment
• Create project documentation
•Update equipment list
• Create documentation for use in obtaining bids from equipment manttfactttrers
•Ivlajor equipment specifications
Process Mechanical Desicmers
• Further investigation on process and facility layout
• Verify existing processes ~ equipment for location and tie-in points
• Investigate demolition necessary for installation of equipment.
• Detailed design and layout
• Obtain vendor shop drawings on all new maj or pieces of process equipment
•Update overall process mechanical plan drawing
Create process mechanical elevation to descnbe elevation relationships
•Create sections and details as needed
•Incorporate production personnel safety and compliance with applicable regulations
• Create documentation for use in obtaining bids for equipment installation
Sohroibar Foods Inc.
Iteviaion E
December 5, 2007 Page 12 of 23
•Process mechanical drawings including dimensioning for installation
•Assist with drawings for the required platforms and equipment supports
Electrical and Controls Engineers
• Detailed process engineering and design
• obtain vendor and existing electrical information
•Design the process power distribution system
•Co-ordinate documentation to include vendor's field electrical installation requirements
tEstablish control system philosophy
• Create documentation for use in obtaining subcontract and vendor bids
tElectrical power, lighting, and systems plans
• Control block diagram and control panel drawings
•Electrical installation specifications
Project Menaser
• Provide project direction
•Main paid of contact for Schreiber Foods staff, project engineers, and designers
iCteate procedures for all project interaction
•Provide efficient communication including design review meetings
• Coordinate all project engineering and design disciplines
• Coordinate and submit drawings for permit
•Ensure project success and criteria are met
•Coordinate in houseloutside design resources
• Ptojeot documentation
•Trnck and document project progress
• Create and maintain an overall project schedule
Create and update project budget
•Review and analyze all design documentation
Construction Management
• After detail engineering is complete, the Dennis Grrnap will:
• Assemble the construction drawings and specifications, create bid package documentation ('mcluding
quotation breakdown, scopes of work, schedule, etc.), identify and qualify contractors, issue the bid packages
for the building and process installation
The Dennis t3roup will issue constructor bid packages for the following scopes of work
•Packaging Equipment Rigging
•Process Electrical
Process Controls
• Assemble the packaging equipment drawings and specifications, create bid package documentation (including
quotation breakdown and scopes of work, schedule, etc.), identify and qualify vendors, issue the bid packages
installation. Equipment bid packages are identified on the schedule dated December 1 ], 2009.
• Analyze bids, compare to budget, and award installation contracts/purchase orders upon client approval.
Project costs will be tracked in accordance with the Dennis Group's Project Cost Control Manual. (Available
upon request}
. Provide on site construction management for the project construction. This includes a full time on site
construction manager during the construction phase and discipline support as needed.
Solttoibtr Foods Iao.
ltovision E
December S, 2007 Page 13 of 23
• The site discipline support such as process, packaging, and process electrical is provided including UO
checkout
• Track the project construction phase for cost, schedule, and quality.
The Dennis Group will perform constnwtion management services in accordance with Schreiber Foods' DBIA 530
8c DBIA 535. The construction management fee for this work will be equal to 6.5% of the total value of all
subcontracted work under contract with The Dennis Group.
The scope of work fuid deliverables are summarized by discipline as follows:
Consh~uetion Manager
• On Site Management
tManage the construction site
tHoid weekly safety meetings
4Hold meetings for contractor co-ordination
•On site resource for answering field questions
•Direct co-ordination with construction team
• Co-ordination with engineers
• Project documentation
•Daily Jobsite Summary
Project En_uineer
+ On Site Engineering Support
•Provide on site periodic engineering support for the various disciplines
•Act as the engineering liaison between site and in house staff
1Act as the engineering liaison between site and outside staff
•Assume engineering charge of project changes during construction
• Project documentation
•Respond to Requests For Informntion {ItFI's) firom subcontractors
•Revise engineering drawings or sketches
Project Manager
• Project direction
•Main point of contact for Schreiber Foods staff and project team
•Assemble Bid Packages
• Qualify, Analyze, and award bids
iProvide efficient communication through construction review meetings
tResponsible for ensuring project success
• Manage in house and outside project design team
• Project documentation
• Create Monthly Project Report
•Maintain an overall the project schedule and subcontractor/equipment status logs
•Update and track the project budget pet Project Cost Control Manual and document project decisions
via notes of conference, etc.
Sohroiber Foods Inc.
Ravisioa E
Daoomber 3, ZE107 Page t 4 of 23
PROJECT DOCUMENTATION
The following doetunentation shall be developed fram the work described in the Scope of Service section. The
documentation shall be presented to Schreiber Foods in the form of transmittals as each piece of documentation is
completed In general, documentation shall be released sequentially in (3) stages; client review, permit & bid, and
construcfion and will include but not be limited to:
Preliminary Drawing List
Electrical
_
E0.00 ~Fdt1e..
Electriaal Title Sheet
E0.01 Electrical One Line Dia 'al
E4.xx EnIar d Process Electrical Plans
E6.xx Enl d Process Electrical Interconnection Plans
E6..00 Electrical Control Block Dia am
E8.01 Panelboard Schedules
E9.01 Electrical Details
E9.02 Electrical Details
- Construction Specifications
Process
PIDs I PID Cover Sheet & Required PIDs
Process Mechanical Lavouts
PM0.00 Title & Le end Sheet
PM2.xx Y t; Overall and ed lens
PM3.xx Shred: Overall and lens
PM4.xx Cream Cheese: Overall and enlar ed lens
PMS.xx Hoffman & Trestle: Overall and enl ed lens
PM6.xx Process Mechanical Detail Sheets
- Construction Specifications
SolutisiberFooda Ina.
Revision E
December 5, 2007 Page 15 of 23
PROJ)1CT STAFR
The Dennis Group has a team of seasoned professionals available for this project, all of whom have had extensive
ex erience in the 1 desi and constntation of food duotion facilities. Key personnel are listed below:
roject Manager Mark Snieckus
Senior Process Engineer Steve Guericke
unior Process Engineer Laura Newson
Senior Packaging Engineer Jim Hatstat
unior Project Engineer Adam Brown
roject Engineer Andrew Scott
enior Electrical & Controls Engineer Brian Grtuzerud
lectrical Engineer Jeff Treniayne
iping Designer Shawn Liddell
signer Katrina Spade
gineering Aide/Scheduler Ed Shibley
nsiruction Manager TBD
wing Construction Manager (for
editin installation TBD
Additional support shall be provided by other Dennis Group disciplines on an as needed basis.
SCHEDULE OF SERVICE
The activities described in the Scope ofService section are based on the following schedule:
snMccibar roods roc.
Revision E
Deoemba 5, 2007 Page 16 of 23
The Dennis Group is prepared to begin immediately of authorization to proceed
r
CLARIFICATIONS
• The Dennis Group will be dependent on Schreiber Foods for provision of production information, stornge
needs, future capacity requirements, etc. The ability to deliver the program as quoted will be directly
dependent upon the timing and accuracy of the data received from Schreiber Foods or its agents.
• The professional services proposed herewith are exclusive of all third-party services such as geotechnical
evah~ation, wastewater analysis, product development costs, etc. In the event that such services become
necessary, Schreiber Foods will be apprised of additional costs prior to commitment. Any associated invoices
will be passed through to Schreiber Foods based on actual costs incurred,
• The procurement and commercial agreement for the process and utility piping scope of work is not included in
the proposal, tlvs is being rnt-naged, coordinated, and tracked directly by Schreiber
• The following Process Clarifrcations are provided:
Process Preliminary Design
' X
Raw recei
thro h filler suite white mass and filler
Process PID Design X
Raw receivi thro filler suite white mass and filler
Process Design Initial Spcctfication
Includes specifications with the exception of field integration X
as cts.
Proccsa Equipment Final Specification
Including final specification for field integration and ensuring
equipment purchased matches PID intent. (Includes X Thru
physical criteria such as elevations, location, orientation, Sprinlanen
port size & exact locations, spare criteria, and valve body
confi 'on.
Process Equipment Procurement Thru
Direct contact with vendors, scheduling, purchase agreements, X
Sprinkman
re uest for dra ,and delive
rocess Installation Supervision X Thru
me lion with buildin trades and buildin desi S an i
eas Installation On Sitc Support
GL to provide on site support to review process installation X
t re of Schreiber
cxas Technical t?vervle~v as owner's agent
view documentation and Request For Information (RFIs)
' X
fled to DGL throughout the project for technical
erence to basis of s
cess Project Management Support as o~vrter's agent
eview schedule, budget, and scope to identify process X
is included within Schreiber subcontracts
rocess Installation Supervision X Thru
me lion with Buildin trades and buil ' desi L S rinkman
The following PacTsaging Clari, ficaiions are provided;
Packaging Preliminary Desiga
Yo t: Filter tbrou manual alletizin Auto alletizin is X
Solueiber Fonda Ieo. i
Revision E
Deooutber 5, 2007 Pogo 7 7 of 23
separate project)
Shred: Entire line excepted case conveying and autopalletizing
Cooling Tunnels: Fork truck on and auto delivery to trestle
Stretchwrapping & surrounding pallet handling: auto deliver to
trestle
Trestle transport system. Yog~ut Area, DC Area. The cream
cheese is future.
Packaging Detail Design
Yogurt: filler through case packing (Autopalletizing is
separate project)
Shred: Entire Lino excepted case conveying and Sutopallefi. .ing X
Cooling Tunnels
Stretchwrapping & sun'ounding pallet handling
Trestle trans ort stem
Psiclcaging Equipment Specification
Specification of equipment per established packaging design X
basis
Packaging Equipment Procurement
Direct contact with vendors, scheduling, purchase agreements, X
re est for sho drn ,and delive
Paelalging Installation Managemen# X
Su wise the ck installation on site
The following ElectricallControlsclarifications are provided:
Electrical Preliminary Design ~ y
Establish Control Block diagram X
Establish cess ower distribution
Electrical Deta~ Design
Detail controls network diagram
Design Motor Control Centets X
Coordinate field installation
Create process power drawings
Create field instnunentation drawin (tluu controls inte for
Electrkal Equipment Specification
Specification of equipment per established packaging design X
basis.
Electrical Equipment Procurement
Direct contact with vendors, controls programmers,
scheduling, purchase agreements, request for shop drawings, X
and delive
Electrical Installation Management
Su ervise the electrical controls installation on site. X
Soluw'berFooda 1no.
Revision L+
Decemba• 5, 2p07 Page 18 of 23
The design for the following are not included nl this scope of work:
• Building architectural, civil, struotural, HV AC/plumbing, electrical distribution and lighting, fire protection
& fire alarm system
• Mechanical Refrigeration or other process support utilities
• Waste Treatment
DGL will issue bid packages to pre-screened bidders. Though not always possible {due to qualifications of &
interest by the subs), DGL will make reasonable effort to obtain at least three bids for each bid package.
Please note that the scope of the project cannot change significantly without affecting the basis of the quoted price.
In the event that 5chreibex Foods requests out-of--scope services, these services will be invoiced based on hours
expended and per the attached Professional Services Fee Sd~edule.
The following industry-standard software will be used by The Dennis tsrottp:
Computer-Aided Design AutoCAD, Release 2007
Word Ptncessing Microsoft Word, Version 2003
Spreadsheets Microsoft Excel, Version 2003
Scheduling Microsoft Project, Version 2007
Soiueiber roods tne.
Revision E
December 5, 2007 Pngo 79 of 23
PROFL'SSIONAL ,~ERYICESFEE SCI~EDULE
EI'FECTIVE JANUARY 1, 2008
DISCIPLINE I3OURLY RATE
Architectural Design
Architect -Senior $95.00
Architect $55.00
Architect -Junior $75.00
Architectural Designer $65.00
Engineering
Civil Engineer $85.00
Controls & Instn~mentation Engineer $95.00
Electrical Engineer $85.00
Environmental Engineer $85.00
Irxiush-ial or Packaging Engineer $85.00
Mechanical or Re&igeration Engineer $85.00
Senior Engineer-Process, Electrical, et al $95.00
Process or Project Engineer $85.00
Junior Engineer-Process, Electrical, et al $75.00
Structural Engineer $85.00
Project & Construction Management
Project Manager $115.00
Assistant Project Manager $95.00
Engineering Manager $95.00
Construction Manager $95.00
Construction Superintendent $75.00
Construction Superintendent-Assistant $65.00
Construction Site Secretary $35.00
Project Accountant $35.00
Design, Drnttiing & Support Services
Mechanical, Electrical, Piping Designer $G5.00
CAD Designer $55.00
Engineering Aide $55.00
CAD Drafter $45,00
NOTE
Professional teas far Cliont requested services in addition to 40 hogs per woek (par employee) or raquirmg weekend or holiday work will be calcalatad al 1.25
tams the above hourly rates
The i]cnnis Group reserves tlx right to make periodic madi6cationa to its professional fees schedule Nah: Tix oboes sates me frxrd for dns scope.
Sohreibor Foods Ltc.
Revision E
December S, 2007 Page 20 of 23
EXHIBIT D
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SohroiberPooc{s Ina
Revision E
Deoomlxr S, 2007
Pngo 2'f of 23
ti
I.
ii
f[
~~
EXI~IT E
2880 Breakdown of Engineering, CM Services, Fees, and General Conditions
Item Cost Description
1 $110,000 Preliminary Engineering
2 $552,885 Project Management
3 $604,900 Construction Management & Site Support
4 $1,055,625 Engineering
5 $237,503 Travel & CM Per diem
6 $363,285 6.5% Contract Fees
7 $25,000 General Conditions
$2,949,198 Total
Suhrei6er I+oods Ina
Revision E
Deceruber 3, 2067
1'°ge 22 of 23
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DBIA
~~
JAN 1 9 2010 JU
oasicrr-curia
IIISTITUTE OF AMER]CA
Standard Form of General Conditions
ofi Contract Between owner and Design-Builder
Z7tis docu»ient has important legal consequences. Consultation with
an attorney is recommended with respect to its completion or mQdificatton.
Table of Contents
Article 1: General .................................................................................................................................2
Article 2: Design-Builder's Services and Responsibilities ......................................................................3
Article 3: Owner's Services and Responsibrlities ..................................................................................7
Article 4: Hazardous Conditions and Differing Site Conditions ..............................................................8
Article 5: Insurance and Bonds ............................................................................................................9
Article 6: Payment ..................................................................:..........................................................10
Article 7: Indemnification ....................................................................................................................12
Article 8: Time ...................................................................................................................................14
Article 9: Changes to the Contract Price and Time .............................................................................14
Article 10: Contract AdJustments and Disputes .....................................................................................16
Article 11: Stop Work and Termination for Cause .................................................................................17
Article 12: Miscellaneous .....................................................................................................................19
D mat No. 535 • SW lorn oneral Caadilims
d Cmtrad Belwea Oansr and Dalpa-Bailiar
Saht~ober Foods, Ino o ~~ t~-~7d ]oatilalaofAmeaa
Ra~isioa: R'
Revision Date: O7J07/06
K:1FagL.egaldoolStaadard AgroomeatslCoa+trnotioa AgteemontABIA 535,doo
Page I of 21
a.
Article 1
General
1.1 Mutual Obligations
1.1.1 Owner and Design-Builder commit at all
times M cooperate fully with each other, and
proceed on the basis of trust and good faith, to
permit each party to realize the benefits afforded
under the Contract Documents.
1.2 Basic Definitions
1.2.1 Agreement refers to the executed contract
between. Owner and Design-Builder under either
revised DBIA Document No. 525, Standard Form
of Agreement Between Owner and Design-8uifder
C Lump Sum (1998 Edition) or revised DBIA
Document No. 530, Standard Form of Agreement
Between Owner and Design-Builder C Cost Plus
Fee (1998 Edition).
1.2.2 Day or Days shall mean calendar days
unless otherwise speafically noted in the Contract
Documents.
1.2.3 Design Consultant is a qualified, licensed
design professional who is not an employee of
Design-Builder, but is retained by Design-Builder,
or employed or retained by anyone under contract
with Design-Builder or Subcontractor, to famish
design services required under the Contract
Documents. Design Consultant shall not include
professional land surveyors or geotechnical
engineers not retained by Design-Builder:
1.2.3.a. Fine! Completion Is the date on which the
Owner deterrttines that the Work has been
completed in accordance with the Contract
Documents.
1.2.4 Hazardous Conditions are any ma#erials,
wastes, substances and chemicals deemed to be
hazardous under applicable Legal Requirements,
or the handMg, storage, remediation, or disposal
of which are regulated by applicable Legal
Requirements.
1.2.5 Genera! Condifions of Contract refer to
this revised DBIA Document No. 535, Standard
Form of General Conditions of Contract Between
Owner and Design-Builder (1998 Edition).
1.2.6 Legal Requirements are all applicable
federal, state and focal laws, codes, ordinances,
rules, regulations, orders and decrees of any
government or quasi-govemment entity having
Jurisdiction over the Project or Site, the practices
Involved in the Project or Site, or any Work.
1.2.7 Owner's Project Criteria are developed by
or for Owner to describe Owner's program
requirements and objectives for the Project,
including use, space, price, time, si#e and
expandability requirements, as well as submit#al
requirements and other requirements governing
Design-Builder's performance of the Work.
Owner's Protect Criteria may include conceptual
documents, design criteria, performance
requirements and other Project-spedfic technical
materials and requirements.
1.2.8 Sife is the land or premises on which the
Project is located.
1.2.8 Subcontractor is any person or entity
retained by design-Builder as an independent
contractor to pertorm a portion of the Work and
shall Include materialmen and suppliers.
12.10 Sub-Subcontractor is any person or entity
retained by a Subcontractor as an independent
contractor to perform any portion of a
Subcontractor's Work and shalt include
materialmen and suppliers.
12.11 Substantial Completion is the date on
which the Work, or an agreed upon portion of the
Work, is sufficiently complete so that Owner can
occupy and use the Protect or a portion thereof for
its intended purposes.
1.2.12 Work is comprised of all Design-Builder's
design, construction and other services required
by the Contract Documents, including procuring
and furnishing all materials, equipment, services
and labor reasonably lriferable_from the Contract
Documents.
Dowmmt a 33 • B err or o eons
of Cmind Delwu~ brAar god Desl~ BWl~br
Sahretbor Roods, rno o ts5s Design-Dwld IwflteteofAmann
Rovaion: E
Revision DAte: O'Lb7/06
K:1FugLagsldoc~3tandard Agseemeab~Conetnwtion Agreement-bBIA 535.doo
Page 2 of 21
Article 2
Design-Builder's Services and
Responsibilities
2.1 General Services
2.1.1 Design-Builder's Representative shall be
reasonably available to Owner and shall have the
necessary expertise and experience required to
supervise the Work. Design-Builder's
Representative shall communicate regularly with
Owner and shall be vested with the authority to
ad on behalf of Design-Builder. Design-Builder's
Representatve may be replaced only with the
mutual agreement of Owner and Design-Builder.
2.1.2 Design-Builder shall provide Owner with a
monthly status report detailing the progress of the
Work, induding whether (i} the Work is
proceeding according to schedule, (ii}
discrepancies, conflicts, or ambiguities exist in the
Contract Documents that require resolution, (iii)
health and safely Issues exist in connedion with
the Work, and (iv) other Items require resolution
so as not to jeopardize Design-Bu7der's ability to
complete the Work for the Contract Price and
within the Contract Time{s).
2.1.3 Design-Builder shall prepare and submit,
at least three (3) days prior to the meeting
contemplated by Section 2.1.4 hereof, a schedule
for the execution of the Work for Owner's review
and response. The schedule shall indicate the
dates for the start and completion of the various
stages of Work, including the dates when Owner
lnformatiori and approvals are required to enable
Design-Builder to achieve the Contract Time(s).
The schedule shall be revised as required by
conditions and progress of the Work, but such
revisions shall not relieve Design-Builder of Its
obligations to complete the Work within the
Contract Time(s), as such dates may be adjusted
in accordance with the Contract Documents.
Owner's review of and response to the schedule
shalt not be construed as relieving Design-Builder
of its complete and exdusfve control over the
means, methods, sequences and techniques for
executing the Work.
2.1.4 The parties will meet within seuen (7)
days after execution of the Agreement and
periodically thereafter as reasonably requested by
either party to discuss issues affecting the
adrrrinistration of the Work and to implement the
necessary procedures, including those relating to
submittals and payment, to fadiitate the ability of
the parties to perform their obligations under the
Contract Documents.
2.2 Design Professional Services
2.2.1 Design-Builder shall, consistent with
applicable state licensing laws, provide through
qualified, licensed design professionals employed
by Design-Builder, or procured from qualified,
independent licensed Design Consultants, the
necessary design services, including architectural,
engineering and other design professional
services, for the preparation of the required
drawings, spedfications and other design
submittals to permit Design-Buffder to complete
the Work consistent with the Contract Documents.
Design-Builder assumes responsibility to Gwner
for the proper performance of design services
(professional and development) by Design-Builder
and Design Consultants and any act or omission
in connection with such pertormance. Nothing Fn
the Contract Documents is intended or deemed to
create any legal or contractual relationship
between Owner and any Design Consultant.
2.3 Standard of Care for Design
Professional Services
2.3.1 The standard of care for all design
professional services performed to execute the
Work shall be the care and skill ordinarily used by
members of the design profession practicing
under sin~lar conditions. Notwithstanding the
preceding sentence, if the parties agree upon
specific performance standards for any aspect of
the Work, which standards are to be set forth in
an exhibit to the Agreement entitled "Performance
Standard Requirements," the design professional
services shall be performed to achieve such
standards.
2.4 Design Development Services
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2.4.9 Design-Builder and Owner shall,
consistent with any applicable provision of the
Contract. Documents, agree upon any interim
design submissions that Owner may wish to
review, which interim design submissions may
include design criteria, drawings, diagrams and
specifications setting forth the Project
requirements. On or about the time of the
scheduled submissions, Design-Builder and
Owner shall meet and confer about the
submissions, with Design-Builder identifying
during such meetings, among other things, the
evolution of the design and any significant
changes or deviations from the Contract
Documents, or, tf applicable, previously submitted
design submissions. Minutes of the meetings will
be maintained by Design-Builder and provided to
all attendees for review. Following the design
review meeting, Owner shall review and approve
the interim design submissions in a time that is
consistent with the turnaround times set forth in
Design-Builder's schedule.
2.4.2 Design-Builder shall submit to Owner
Canstrudion Documents setting forth in detail
drawings and specifications describing the
requiremenrts for construction of the Work. The
Construction Documents shall be consistent with
the latest set of Interim design submissions, as
such submissions may have been modified in a
design review meeting. The parties shall have a
design review meeting to discuss, and Owner
shall review and approve, the Construction
Documents in accordance with the procedures set
forth in Section 2.4.1 above. Design-Builder shall
proceed with construction in accordance with the
approved Construction Documents and shall
submit one set of approved Construction
Documents to Owner prior to commencement of
construction.
2.4.3 Owner's review and approval of interim
design submissions and the Construction
Documents is for the purpose of mutually
establishing a conformed set of Contract
Documents compatible with the requirements of
the Work. Neither Owner's review nor approval of
any intertm design submissions and Construction
Documents shall be deemed to transfer any
design liability from Design-Builder to Owner.
2.4.4 To the extent not prohibited by the
Contract Documents or Legal Requirements,
Design-Builder may prepare interim design
submissions and Construction Documents for a
portion of the Work to permit construction to
proceed on that portion of the Work prior to
comp/etion of the Construction Documents for the
entire Work.
2.5 Legal Requirennents
2.5.9 Design-Builder shall perform the Work in
accordance with all Legal Requirements and shall
provide all notices applicable to the Work as
required by the Legal Requirements.
2.5.2 The Contract Price and/or Contract
Time(s) shall be adjusted to corr~ensate Design-
Buitderfor the effects of any changes in the Legal
Requirements enacted after the date of the
Agreement affecting the performance of the Work,
or if a Guaranteed Maximum Price is estabrshed
after the da#e of the Agreement, the date the
parties agree upon the Guaranteed Maximum
Price. Such effects may include, without
limitation, revisions Design-Builder Is required to
make to the Construction Documents because of
changes in Legal Requirements.
2.6 Government Approvals and Permits
2.6.1 Except as identified in an Owner's Permit
List attached as an exhibit to the Agreement,
Design-Builder shall obtain and pay for all
necessary permits, approvals, licenses,
government charges and inspection fees required
for the prosecution of the Work by any
government or quasi-government entity having
jurisdiction over the Project.
2.6.2 Design-Builder shall provide reasonable
assistance to Owner in obtaining those permits,
approvals and licenses that are Owner's
responsibility.
2.7 Design-Builder's Construction Phase
Services
2.7.1 Unless otherwise provided in the Contract
Documents to be the responsibility of Owner or a
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separate contractor, Design-Builder shall provide
through itself or Subcontractors the necessary
supervision, labor, inspection, testing, start-up,
material, equipment, machinery, temporary
utilities and other temporary facilities to permit
Design-Builder to complete construction of the
Project consistent with the Contract Documents.
2.7.2 Design-Builder shat! perform all
construction activities efficiently and with the
requisite expertise, skill and competence to satisfy
the requirements of the Contract Documents.
Design-Builder shall at all times exerase complete
and exclusive control over the means, methods,
sequences and techniques of construction.
2.7.3 Design-Builder shalt employ only
Subcontractors who are duly licensed,
manufacturer certified, if applicable, and qualified
to perform the Work consistent with the Contract
Documents and who are pre-approved by Owner.
2.7.4 Design-Builder assumes responsibility to
Owner for the proper performance of the Work by
Design-Builder, Subcontractors and 5ub-
Subcorrtractors and any acts and omissions in
connection with such performance. Nothing in the
Contract Documents is intended or deemed to
create any legal or contractual relationship
between Owner and any Subcontractor or Sub-
Subcontractor, including but not limited to any
third-party beneficiary rights.
2.7.3 Design-Builder shall coordinate the
activities of all Subcontractors. if Owner performs
other work on the Project or at the Site with
separate contractors under Owner's control,
Design-Builder agrees to reasonably cooperate
and coordinate its activities with those of such
separate contractors so that the Project can be
completed in an orderly and coordinated manner
without unreasonable disruption.
2.T.6 Design-Builder shall keep the Site
reasonably free from debris, trash and
construction wastes to permit Design-Builder to
perform its construction services efficiently, safely
and without interfering with the use of adjacent
land areas. Upon Substantial Completion of the
Work, or a portion of the Work, Design-Builder
shall remove all debris, trash, construction
wastes, materials, equipment, machinery and
tools arising from the Work or applicable portions
thereof to permit Owner to occupy the Projector a
portion of the Project for its intended use, Design-
Builder shall leave the Work and the Site in
broom-clean condition.
2.8 Design-Builder's Responsibility for
Project Safety
2.8.1 Design-Builder recognizes the importance
of performing the Work in a safe manner so as to
prevent damage, injury or loss to (i) all individuals
at the Site, whether working or visiting, (ii) the
Work, including materials and equipment
incorporated into the Work ar stored on-Site or off-
Site, and (iii) all other property at the Site or
adjacent thereto. Design-Builder assumes
responsibility for implementing and monitoring ail
safety precautions and programs related to the
performance of the Work. Design-Builder shall,
prior to commenting construction, designate a
Safety Representative with the necessary
qualifications and experience to supervise the
implementation and monitoring of all safety
precautions and programs related to the Work.
tireless otherwise required by the Contract
Documents, Design-Builder's Safety
Representative shall be an individual stationed at
the Site who may have responsibilities on the
Project in addition to safety. The Safety
Representative shall make routine daily
inspections of the Site and shall hold weekly
safety meetings with Design-Builder's personnel,
Subcontractors and others as applicable.
2.8.2 Design-Builder and Subcontractors shall
comply with all Legal Requirements relating to
safety, as well as any Owner-specific safely
requirements set forth in the Contract Documents
including, without limitation, Owner's contractor
briefing program, provided that such Owner-
specific requirements do not violate any
applicable Legal Requirement. Design-Builder will
immediately report in writing any safety-related
injury, foss, damage or accident arising from the
Work to Owner's Representative and, to the
extent mandated by Legal Requirements and if
previously reported to Owner, to all government or
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quasi-government authorities having jurisdiction
over safety-related matters involving the Project or
the Work.
2.8.3 Design-Builder shall be responsible to
Owner for any failure of Subcontractors or Sub-
Subcontractors C) to comply with ail Legal
Requirements, including those related to health
and safety matters, and/or (ii) to take all
necessary measures to implement and monitor all
safety precautions and programs to guard against
injury, losses, damages or accidents resulting
from their performance otthe Work.
2.9 Design-Builder's Warranty
2.9.1 Design-Builder warrants to Owner that the
Work, including all materials and equipment
furnished as part of the Work, shall be new unless
otherwise specified in the Contract Documents, of
good quality, In conformance with the Contract
Documents and free of defects in materials and
workmanship. Design-Builder's warranty
obligation excludes defects caused by abuse,
alterations, or failure to maintain the Work.
Nothing in this warranty is intended to limit any
manufacturer's warranty which provides Owner
with greater warranty rights than set forth in this
Section 2.9 or the Contract Documents. Design-
Builder will provide Owner with all manufacturers'
warranties upon Substantial Completion. Owner's
acceptance, inspection, testing or use of the Work
shall not affect Design-Builder's obligatons under
this Section 2.9 or the Contract Documents. The
warranties set forth herein shall survive
acceptance and payment, and shall be In addition
to the other rights and remedes available to
Owner at law, in equity andlor under the Contract
Documents.
2.10 Correction of Defective Work
2.10.1 Design-Builder agrees, at its sole cost
and expense, to correct any Work that is found to
not be in .conformance with the Contract
Documents, including that part of the Work
subject to Section 2.9 hereof, within a period of
one year from the date of Substantial Completion
of the Work or any partion of the Work, or within
such longer period to the extent required by the
Gontract Documents. Notwithstanding the
foregoing, correction of defective Work shall not
be Owner's exclusive remedy in the event the
Work does not conform to the Contract
Documents, but shall be in addition to any other
rights and remedies available to Owner at law, in
equity and under the Gontract Documents, and
Owner shall be entitled to recover from Design-
Builder all damages (including consequential
damages) incurred by Owner as a result of such
defective Work.
2.10.2 Design-Builder shall, within seven (7)
days of receipt of written notice from Owner that
the Work is not in conformance with the Contract
Documents, take meaningful steps to commence
correction of such nonconforming Work, including
the correction, removal or replacement of the
nonconforming Work and any damage caused to
other parts of the Work affected by the
nonconforming Work. If Design-Builder faits to
commence the necessary steps within such seven
(7) day period, Owner, in addition to any other
remedies provided under the Contract
Documents, may provide Design-Builder with
written notice that Owner will commence
correction of such nonconforming Work with Its
own forces, if Owner does perform such
corrective Work, Design-Builder shall be
responsible for all reasonable costs incurred by
Owner in pertorming such correction. It the
nonconforming Work creates an emergency
requiring an immedate response, the seven (7)
day periods identified herein shall be deemed
inapplicable.
2.'10.3 The one year period referenced in Section
2.10.1 above applies only to Design-Builder's
obligation to correct nonconforming Work and is
not intended to constitute a period of limitations
for any other rights or remedies Owner may have
regarding Design-Builder's other obligations under
the Contract Documents.
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Article 3
Owner's Services and Responsibilities
3.1 Duty to Cooperate
3.1.1 Owner shall, throughout the performance
of the Work, cooperate with Design-Builder and
perform its responsibilites, obligations and
services in a timely manner to facilitate Design-
Builder's timely and efficient performance of the
Work and so as not to delay or interfere with
Design-Builder's performance of Its obligations
under the Contract Doaaments.
3.1.2 Owner shall provide timely reviews and
approvals of interim design submissions and
Construction Documents consistent with the
turnaround times set forth in Design-Builder's
schedule.
3.2 Furnishing of Services and Information
32.1 Unless expressly stated to the contrary in
the Contract Documents, Owner shall provide, at
its own cost and expense, for Design-Builder's
information and use the following, all of which
Design-Builder is entitled to reasonably rely upon
in performing the Work:
1 Surveys describing the property,
boundaries, topography and
reference points for use during
construction, including existing
service and utility lines;
.2 Geotechnicai studies describing
subsurface conditions, and other
surveys describing other latent or
concealed physical conditions at the
Site;
.3 Temporary and permanent
easements, zoning and other
requirements and encumbrances
affecting land use, or necessary to
permit the proper design and
construction of the Project and
enable Design-Builder to pertorm the
Work;
.4 A legal description of the Site;
To the extent available, as-built and
record drawings of any existing
structures at the Site; and
.6 To the extent available,
environmental studies, reports and
impact statements describing the
environmental conditions, including
Hazardous Conditions, in existence
at the Site.
3.2.2 Owner is responsible far securing and
executing all necessary agreements with adjacent
land or property owners that are necessary to
enable Design-Builder to perform the Work.
Owner is further responsible for all costs,
including attorneys' fees, incurred in securing
these necessary agreements,
3.3 Financiallnformation
3.3.1 Design-Builder shall cooperate with the
reasonable requirements of Owner's lenders or
other financial sources. Notwithstanding the
preceding sentence, after execution of the
Agreement Design-Builder shall have no
obligation to execute for Owner or Owner's
lenders or other financial sources any documents
or agreements that require Design-Builder to
assume obligations or responsibilities greater than
those existing obligations Design-Builder has
under the Contract Documents.
3.4 Owner's Representative
3.4.1 Owner's Representative shall be
responsible for providing Owner-supplied
information and approvals in a timely manner to
permif Design-Builder to fulfill its obligations under
the Contract Documents. Owner's Representative
shall also provide Design-Builder with prompt
notice if it observes any failure on the part of
Design-Builder to fulfill its contractual obligations,
including any errors, omissions or defecis in the
performance of the Work. -
3.5 Government Approvals and Permits
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3.5.1 Owner shall obtain and pay for alt
necessary permits, approvals, licenses,
government charges and inspection fees set forth
in the Owner's Permit List attached as an exhibit
to the Agreement.
3.5.2 Owner shat! provide reasonable
assistance to Design-Builder !n obtaining those
permits, approvals and licenses that are Design-
Builder's responsibility.
3.6 Owner's Separate Contractors
3.6.1 Owner is responsible far alt work
performed on the Project or at the Site by
separate contractors under Owner's control.
Owner shall contractually require its separate
contractors to cooperate with, and coordinate their
activities so as not to interfere with, Design-
Builder in order to enable Design-Builder to timely
complete the Work consistent with the Contrac#
Documents.
Article 4
Hazardous Conditions and Differing
Site Conditions
4.1 Hazardous Conditions
4.1.1 Unless otherwise expressly provided in
the Contract Documents to be part of the Work,
Design-Builder is not responsible for any
Hazardous Conditions encountered at the Site.
Upon encountering any Hazardous Conditions,
Design-Builder will stop Work immediately in the
affected area and duly notify Owner and, if
required by Legal Requirements, alt governmen#
or quasi-government entities with jurisdiction over
the Project or Sife.
4.1.2 Upon receiving notice of the presence of
suspected Hazardous Conditions, Owner shall
take the necessary measures required to ensure
that the Hazardous Condifions are remediated or
rendered harmless. Such necessary measures
shall include Owner retaining qualified
independent experts to (i) ascer#ain whether
Hazardous Conditions have actually been
encountered, and, if they have been encountered,
(ii) prescribe the remedial measures that Owner
must take either to remove the Hazardous
Conditions or render the Hazardous Conditions
harmless.
4.1.3 Design-Builder shall be obligated to
resume Work at the affected area of the Project
only after Owner's expert provides it with written
certification that (i) the hazardous Conditions
have been removed or rendered harmless and (ii)
all necessary approvals have been obtained from
ail government and quasi-government entities
having jurisdiction over the Project or Site.
4.1.4 Design-Builder will be entitled, in
accordance with these General Conditions of
Contract, to an adjustment in its Contract Price
and/or Contract Time(s) to the extent Design-
Builder's cost and/or time of performance have
been adversely impacted by the presence of
Hazardous Conditions.
4.1.5 To the fullest exten# permitted by law,
Owner shall indemnify, defend and hold harmless
Design-Builder, Design Consultants,
Subcontractors, anyone employed directly or
indirectly for any of them, and their officers,
directors, employees and agents, from and
against any and all claims, losses, damages,
liabilities and expenses, including attorneys' fees
and expenses, arising out of or resulting from the
presence, removal or remediation of Hazardous
Conditions at the Site.
4.1.6 Notwithstanding the preceding provisions
of this Section 4.1, Owner is not responsible far
Hazardous Conditions introduced to the Site by
Design-Budder, Subcontractors or anyone for
whose acts they may be liable. Design-Builder
shall indemnify, defend and hold harmless Owner
and Owner's officers, directors, employees and
agents from and against all claims, losses,
damages, liabilities and expenses, including
attorneys' fees and expenses, arising out of or
resulting from those Hazardous Conditions
introduced to the Site by Resign-Builder,
Subcontractors or anyone for whose acts they
maybe liable.
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4.2 Differing Site Conditions statutes, and Employer's Liability
Insurance with a minimum limit of
4.2.1 Concealed or latent physical conditions or One Million Dollars ($1,000,000.00);
subsurface conditions at the Site that (~ materially .2 Commerdal general liability
differ from the conditions indicated in the Contract insurance, on an "occurrence basis',
Documents or (ii) are of an unusual nature, with minimum limits of One Million
differing materially from the conditions ordinarily Dollars {$1,000,000.00) combined
encountered and generally recognized as inherent single limit per occurrence; Two
in the Work (except those conditions that Design- Million Dollars ($2,000,000.00)
Builder should have discovered through the general aggregate; and Two Million
proper performance of its services and Dollars ($2,000,000.00)
responsibilities under Article 2 of these General products/completed operations
Conditions of Contract, or those conditions that aggregate. Such insurance shalt not
Design-Builder could have discovered by a contain any endorsement or policy
reasonable examination of the Site) are provisions which in any way linuts or
collectively referred to herein as "Differing Site restricth coverage for contractual
Conditions.' If Design-Builder encounters a liability provided in the policy. in
Differing Site Condition, Design-Builder will be addition, such insurance shall
enCrfJed to an adjustment in the Contract Price provide that Owner is named as an
and/or Contract Time(s) to the extent Design- additional insured;
Builder's cyst and/or time of performance are .3 Automobile liability insurance with
adversely impacted by the Differing Site minimum limits of One Million Dollars
Condition. ($1,000,000.00) combined single
Ilmit. Such automobile liability
4.2.2 Upon encountering a Differing Site insurance shall cover any and all
Condition, Design-Builder shalt provide prompt motor vehicles In operation in
written notice to Owner of such condition, which connection with the performance of
notice shall not be later than fourteen (14) days the Work whether on or off the Site
after such condition has been encountered. and whether such vehicles are
Design-Builder shall, to the extent reasonably owned, leased, hired ornon-owned;
passible, provide such notice before the Differing
Site Condition has been substantially disturbed or .4 For at least three (3) years after the
altered. da#e of Final Completion,
professional errars and omissions
Article 5 liability insurance with minimum limits
Insurance and Bonds of Two Million Dollars
($2,000,000.00);
5.1 Design-Builder's insurance .5 Excess liability insurance with
Requirements minimum limits of Ten Million Dollars
5.1.1 Design-Builder shall maintain, at its own ($10,000,000.00); and
expense and as a rrunimum, the following .6 Owner may provide Builder's Risk
described insurance provided by insurance Insurance at its own expense, or
carriers with a financial condition comparable to, request Design-Builder to provide
or better than, Best's A-VII rating: Builder's Risk Insurance as a
reimbursable insurance premium for
.1 Workers' compensation insurance, an agreed to value.
including occupational disease
coverage, all as required by state
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5.1.2 Design-Builder's Design Consultants,
Subcontractors, and Sub-Subcontractors shall
maintain, at their own expense and at a minimum,
the insurance described in Sections 5.1.1.1
through 5.1.1.3 (for Design Consultants the
insurance described in Sections 5.f.1.1 through
5.1.1.4) and it is Design-Builder's responsibility to
monitor and enforce such compliance.
5.1.3 Design-Builder's liability insurance set
forth in Sections 5.1.1.2 through 5.1.1.5 above
shall specifically delete any design-build or similar
exclusions that could compromise coverages
because of the design-build delivery of the
Project.
5.1.4 To the extent Owner requires Design-
Builder or any Design Consultant to provide
professions( liability insurance for claims arising
from the negligent pertormance of design services
by Design-Builder or the Design Consultant, the
coverage limits, duration and other specifics of
such insurance shall be as set forth herein. Any,
professional liability shall specifically delete any
design-build or similar exclusions that could
compromise coverages because of the design-
build delivery of the Project. Such policies shall
be provided prior to the commencement of any
design services hereunder.
5.1.5 Prior #o commencing any construction
services hereunder, Design-Builder and its Design
Consultants, Subcontractors, and Sub-
Subcontractors shall provide Owner with
certificates evidencing #hat (i) all insurance
obligations required by the Contract Docurr~nts
are in full force and in effect and will remain in
effect for the duration required by the Contract
Documents and (ii) no insurance coverage will be
canceled, renewal refused, or materially changed
unless at feast thirty (30) days prior written notice
is given to Owner. Design-Builder's (or any of its
Design Consultants', Subcontractors' or Sub-
Subcontractors') liability under the Contract
Documents shall not be limited by the limits of
insurance set forth in this Article 5 or evidenced
on their certificates of insurance. Design-Builder's
(or any of its Design Consultants', Subcontractors'
or Sub-Subcontractors') insurance required
hereunder shall be primary to any of Owner's
insurance or self-retention.
5.4 Bonds and Other Performance
Security
5.4.1 If Owner requires Design-Builder to obtain
performance and labor and material payment
bonds, or other forms of performance security, the
amount, form and other conditions of such
security shall be as set forth in the Agreement.
Article 6
Payment
6.1 Schedule of Values
6.1.1 Within ten (10) days of execution of the
Agreement, Design-Builder shall submit for
Owner's review and approval a schedule of values
for all of the Work. The Schedule of Values will (i)
subdivide the Work into its respective parts, (ii)
include values for all items comprising the Work
and (iii) serve as the basis for monthly progress
payments made to Design-Builder throughout the
Work.
8.2 Monthly Progress Payments
6.2.1 In accordance with Article 7 of the
Agreement, Design-Builder shall submit for
Owner's review and approval an Application for
Payment requesting payment for all Work
performed as of the date of the Application. The
Application shall be accompanied by all
supporting documentation required by the
Contract Documents and/or established at the
meeting required by Section 2.1.4 hereof.
fi.2.2 The Application for Payment may request
payment for equipment and materials not yet
incorporated Into the Project, provided that {i)
Owner is satisfied that the equipment and
materials are suitably stored at either the Site or
another acceptable location, (ii) the equipment
and materials are protected by suitable insurance
and (iii) upon payment, Owner will receive the
equipment and materials free and clear of all liens
and encumbrances.
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6.2.3 An Application for Payment shall
constitute Design-Builder's representation that the
Work has been performed consistent with the
Contract Documents, has progressed to the point
indicated in the Application, and that title to all
Work will pass to Owner free and clear of all
daims, liens, encumbrances, and- security
interests upon the incorporation of the Work into
the Project, or upon Design-Builder's receipt of
payment, whichever occurs earlier.
6.3 Withholding of Payments
6.3.1 On or before the date established in the
Agreement, Owner shall pay Design-Builder all
amounts properly due and not in dispute. ff Owner
determines that Design-Builder is not entitled to all
or part of an Application for Payment, it will notify
Design-Builder in writing at feast three (3} days
prior to the date payment is due. The notice shall
indicate the spedfic amounts Owner intends to
withhold (dispute}, the reasons and contractual
basis for the withholding, and the specific
measures, if any, Design-Builder must take to
rectify Owner's concerns. Design-Builder and
Owner will resolve any payment dispute in
accordance with Article 10 of these General
Conditions of Contract.
6.3.2 Notwithstanding anything to the contrary
in the Con#act Documents, Owner shall pay
Design-Builder all undisputed amounts in the
Applications within the times required by the
Agreement.
6.4 Right to Stop Work and Interest
6.4.1 If Owner fails to pay Design-Builder any
undisputed amount that becomes due, Design-
Buiider, in additicn to all other remedies provided
in the Contract Documents, may s#op Work
pursuant to Section 11.3 hereof.
6.5 Design-Builder's Payment Obligations
6.5.1 Design-Builder will pay Design
Consultants and Subcontractors, in accordance
with its contractual obligations to such parties, all
the amounts Design-Builder has received from
Owner on account of their work. Design-Builder
will impose similar requirements on Design
Consultants and Subcontractors to pay those
parties with whom they have contracted. Design-
Builder will indemnify and defend Owner against
any claims for payment and mechanic's liens as
set forth in Section 7.3 hereof.
6.6 Substantial Comple#ion
6.6.1 Design-Builder shall notify Owner when it
believes the Work, or to the extent permitted in
the Contract Documents, a portion of the Work, is
substantially complete. Within five {5} days of
Owner's receipt of Design-Builder's notice, Owner
and Design-Builder will jointly inspect such Work
to verify that it is substantlaily complete in
accordance with the requirements of the Contract
Documents. If such Work is substantially
complete, Owner shall prepare and issue a
Certificate of Substantlal Completon that will set
forth (i) the date of Substantial Completion of the
Work or portion thereof, (iI) the remaining items of
Work that have to be completed before final
payment, (iii} provisions {to the extent not already
provided in the Contract Documents) establishing
Owner's and Design-Builder's responsibit'dy for
the Project's security, maintenance, utilities and
insurance pending final payment and (iv) an
acknowledgment that warranties commence to
run on the date of Substantial Completion, except
as may otherwise be noted in the Certificate of
Substantial Cor~letlon.
6.6.2 Owner, at its option, may use a portion of
the Worts which has been determined to be
substantially complete, provided, however, that (i)
a Certificate of Substantial Completion has been
issued for the portion of Work addressing the
items set forth in Section 6.6.1 above, (ii) Design-
Builder and Owner have obtained the consent of
their sureties and insurers, and to the extent
applicable, the appropriate government authorities
' aumenl No.5S5 • Stamlard orm oP General Coadllbw
oP Caalrnd Between Ownerand Drl6n-Bu6Aer
O 2996 Ibeiga-Build)tufiNb aP/unodm
Sahreiher Foods, Ino
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having jurisdiction over the Project, and (iii) Owner
and Design-Builder agree that Owner's use or
occupancy will not unreasonably interfere with
Design-Builder's completion of the remaining
Work.
6.7 Final Payment
6.7.4 After receipt of a Final Application for
Payment from Design-Builder, Owner shah make
final payment by the time required in the
Agreement, provided that Design-Builder has
completed all of the Work in conformance with the
Contract Documents.
6.7.2 At the time of submission of its Final
Application for Payment, Design-Builder shall
provide the following information:
.1 an affidavit that there are no claims,
obligations or liens outstanding or
unsatisfied for labor, services,
material, equipment, taxes or other
items performed, furnished or
incurred for or in connection with the
Work which will in any way affect
Owner's interests;
.2 a general release executed by
Design-Builder waiving, upon receipt
of final payment by Design-Builder,
all claims, except those claims
previously made in wrifing to Owner
and remaining unsettled at the time
of final payment;
.3 consent of Design-Builder's surety, if
any, to final payment;
.4 all operating manuals, warranties, as-
builts and other deliverables required
by the Contract Documents; and
.5 certificates of insurance confirming
that required coverages will remain In
effect consistent with the
requirements of the Contract
Documents.
6.7.3 Upon making final paymen#, Owner
waives alt claims against Design-Builder except
claims relating to (i) Design-Builder's faliure to
satisfy its payment obligators, if such failure
affects Owner's interesth; (ii) Design-Builder's
faliure to complete the Work consistent with the
Contract Documents, inducting defects appearing
after Substantial Compietion, or Design-Builder's
faliure to otherwise comply with the Contract
Documents; {ill) the terms of any special
warranties required by the Gontracf Documents;
(iv} liens, claims, security interests or
encumbrances relating to the Work; (v) claims
covered under Article 7 of these General
Conditions of Contract; (vi) outstanding disputes
between the parties that remain unsettled at the
time of final payment; and (vii) claims arising
under Article 5 of the Agreement.
Article 7
Indemnification
7.1 Patent and Copyright Infringement
7.1.1 Design-Builder shall defend any action or
proceeding brought against Owner based on any
claim that the Work, or any part thereof, or the
operation or use of the Work or any part thereof,
constitutes infringement of any United States
patent or copyright, now or hereafter issued.
Owner shall give protr~t written notice to Design-
Builder of any such action or proceeding and will
reasonably provide authority, information and
assistance in the defense of same. Design-
Builder shall indemnify and hold harmless Owner
from and against ail damages and costs, including
but not limited to attorneys' fees and expenses
awarded against Owner or Design-Builder in any
such action or proceeding. Design-Builder agrees
to keep Owner informed of all developments in the
defense ofsuch actions.
7.1.2 If Owner is enjoined from the operation or
use of the Work, or any part thereof, as the result
of any patent or copyright suit, claim, or
proceeding, Design-Builder shall at its sole
expense take reasonable steps to procure the
right to operate or use the Work. If Design-Builder
cannot so procure such right within a reasonable
time, Design-Builder shall promptty, at Owner's
option and at Design-Builder's expense, (i) modify
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the Work so as to avoid infringement of any such
patent or copyr"sght or (ii} replace said Work with
Work that does not infringe or violate any such
patent or copyright.
7.1.3 Sections 7.1.1. and 7.1.2 above shall not
be applicable to any suit, claim or proceeding
based on infringement or violation of a patent or
copyright (i) relating solely #o a particular process
or product of a particular manufacturer specifted
by Owner and not offered or recommended by
Design-Builder to Owner or (ii) arising from
modifications to the Work by Owner or its agents
after acceptance of the Work. If the suit, claim or
proceeding is based upon events set forth in the
preceding sentence, Owner shall defend,
indemnify and hold harmless Design-Builder to
the same extent Design-Builder is obligated to
defend, indemnify and hold harmless Owner in
Section 7.1.1 above.
7.1.4 The obligations set forth in this Section
7.1 shall consfitute the sole agreement between
the parties relating to liability far infringement of
violation of any patent or copyright.
7.2 Tax Claim Indemnification
7.2.1 If, in accordance with Owner's direction,
an .exerr~tion for all or part of the Work is claimed
for taxes, Owner shall indemnify, defend and hold
harmless Design-Builder from and against any
liability, penalty, interest, fine, tax assessment,
attomeys' fees or other expenses or costs
incurred by Design-Bugder as a result of any
action taken by Design-Builder in accordance with
Owner's directive.
7.3 Payment Claim Indemnification
7.3.1 Providing that Owner is not in breach of
its contractual obligation to make paymenfs to
Design-Builder for the Work, Design-Builder shall
indemnify, defend and hold harmless Owner from
any claims or mechanic's liens brcught against
Owner or against the Project as a result of the
failure of Design-Builder, or those for whose acts
it is responsible, to pay for any services,
materials, labor, equipment, taxes or other items
or obligations furnished or incurred for or in
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connection with the Work. Within three (3} days
of receiving written notice from Owner that such a
claim or mechanic's lien has been tiled, Design-
Builder shall commence to take the steps
necessary to discharge said claim or lien,
including, if necessary, the furnishing of a
mechanic's lien bond. if Design-Builder fails to do
so, Owner will have the right to discharge the
claim or lien and hold Design-Builder liable for
costs and expenses incurred, including attomeys'
fees.
7.4 Design-Builder's General
Indemnification
7.4.1 Design-Builder, to the fullest extent
permitted by law, shall indemnify, hold harmless
and defend Owner, its officers, directors,
employees and agents from and against claims,
losses, damages, liabilities, including attomeys'
fees and expenses, for bodily inJury, sickness or
death, and property damage or destruction to the
extent resulting from-the acts or omissions of
Design-Builder, Design Cansultants,
Subcontractors, Sub-Subcontractors anyone
employed directly or indirectly by any of them or
anyone for whose acts any of them may be liable.
7.4.2 If an employee of Design-Builder, Design
Consultants, Subcontractors, anyone employed
directly or indirectly by any of them or anyone for
whose acts any of them may be liable has a claim
against Owner, its officers, directors, employees,
or agents, Design-Builder's indemnity obligation
set forth in Section 7.4.1 above shall not be
limited by any limitation on the amount of
damages, compensation or benefits payable by or
for Design-Builder, Design Consultants,
Subcontractors, or other entity under any
employee benefit acts, including workers'
compensation or disability acts.
7.5 Owner's General Indemnification
7.5.1 Owner, to the fullest. extent permitted by
law, shall indemnify, hold harmless and defend
Design-Builder and any of Design-Builder's
officers, directors, employees, or agents from and
against claims, losses, damages, liabilities,
including attomeys' fees and expenses, for bodily
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injury, sickness or death, and property damage or
destruction to the extent resulting from the acts or
omissions of Owner's separate contractors or
anyone for whose acts any of them maybe liable.
Artiicle 8
Time
8.1 Obligation to Achieve the Contract
Times
8.1.1 Design-Builder agrees that it will
commence performance of the Wark and achieve
the Contract Times} in accordance with Article 5
of the Agreement.
8,2 Delays to the Work
8.2.1 If Design-Builder Is delayed in the
performance of the Work due #o acts, omissions,
conditions, events, or circumstances beyond its
control and due to no fault of its own or those for
whom Design-Builder is responsible, the Contract
Time(s) for performance shat! be reasonably
extended by Change Order. By way of example,
events that will entitle Design-Builder to an
extension of the Contrac# Time(s) include acts or
omissions of Owner or anyone under Owner's
control (including separate contractors), changes
in the Work, Differing Site Conditions, Hazardous
Condtons, wars, floods, labor disputes,
epidemics abroad, earthquakes, adverse weather
conditions not reasonably anticipated, and other
acts of God,
8.2.2 In addition to Design-Builder's right to a
lime extension for those events set forth in
Section 8.2.1 above, Design-Builder shall also be
entitled to an appropriate adjustment of the
Contract Price provided, however, that the
Contract Price shall not be adjusted for those
events set forth in Section 82.1 above that are
beyond the control of both Design-Builder and
Owner, including the events of war, floods, labor
disputes, earthquakes, epidemics, adverse
weather conditions not reasonably anticipated,
and other acts of God.
Article 9
Changes to the Contrac# Price and
Time
9.1 Change Orders
9.1.1 A Change Order is a written insfiament
issued after execution of the agreement signed by
Owner and Design-Builder, stating their
agreement upon all of the following;
.1 The scope of the change in the Work;
.2 The amount of the adjustment to the
Contract Price; and
.3 The extent of the adjustment to the
Contract lime{s).
9.1.2 All changes in the Work authorized by
applicable Change Order shall be pertormed
under the applicable conditions of the Contract
Documents. Owner and Design-Builder shall
negotiate in good faith and as expeditiously as
possible the appropriate adjustments for such
changes.
9.2 Work Change Directives
9.2.1 A Work Change Directive is a written
order prepared and signed by Owner, directing a
change in the Work prior to agreement on an
adjustment in the Contract Price andlor the
Contract Tirne(s).
9.2.2 Owner and Design-Builder shall negoiiate
in good faith and as expeditiously as possible the
appropriate adjustments for the Work Change
Directive. Upon reaching an agreement, the
parties shall prepare and execute an appropriate
Change Order reflecting the terms of the
agreement.
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r
9.3 Minor Changes in the Work
9.3.1 Minor changes in the Work do not involve
an adjustment in the Contract Price and/or
Contract Time(s) and do not materially and
adversely affect the Work, Including the design,
quality, peroormance and workmanship required
by the Contract Documents. Design-Builder may
make rrrinor changes in the Work consistent with
the intent of the Contract Documents, provided,
however that Design-Builder shall promptly inform
Owner, in writing, of any such changes and record
such changes on the documents maintained by
Design-Builder.
9.4 Contract Price Adjustments
9.4.1 The increase or decrease in Contract
Price resulting from a change In the Work shall be
determined by one or more of the following
methods;
.1 Unit prices set forth in the Agreement
or as subsequently agreed to
between the parties;
.2 A mutually accepted, lump sum,
properly itemized and supported by
sufficient substantiating data to
permit evaluation by Owner;
.3 Costs, fees and any other markups
set forth in the Agreement; and
.4 If an increase or decrease cannot be
agreed to as set forth in items .t
through .3 above and Owner issues a
Work Change Directive, the cost of
the change of the Work shall be
determined by the reasonable
expense and savings in the
performance of the Work resulting
from the change, including a
reasonable overhead and profit, as
may be set forth in the Agreement. !f
the net result of both additions and
deletions to the Work is an increase
in the Contract Price, overhead and
profit shall be calculated on the basis
of the net increase to the Contract
Price. ff the net result of both
additions and deletions to the Work is
a decrease in the Contract Price,
overhead and profit shall be
calculated on the basis of the net
decrease to the Contract Price.
Design-Builder shall maintain a
documented, itemized accounting
evidencing the expenses and savings
assoaated with such changes.
9.4.3 If Owner and Design-Builder disagree
upon whether Design-Builder is entitled to be paid
for any services required by Owner, or if there are
any other disagreements over the scope of Work
or proposed changes to the Work, Owner and
Design-Builder shall resolve the disagreement
pursuant to Article 10 hereof. As part of the
negotiation process, Design-Builder shall furnish
Owner with a good faith estimate of the costs to
perform the disputed services in accordance with
Owner's interpretations. If the parties are unable
to agree and Owner expects Design-Builder to
perform the services in accordance with Owner's
interpretations, Design-Builder shall proceed to
perform the disputed services, conditioned upon
Owner issuing a mitten order to Design-Builder (i}
directing Design-Builder to proceed and (ii}
specifying Owner's interpretation of the services
that are to be performed. if this occurs, Design-
Builder shall be entitled to submit in Its
Applications for Payment an amount equal to fifty
percent (50%) of its reasonable estimated direct
cost to perform the services, and Owner agrees to
pay such amounts, with the expcess
understanding that (i) such payment by Ovmer
does not prejudice Owner's right to argue that it
has no responsibility to pay for such services and
{ii) receipt of such payment by Design-Builder
does not prejudice Design-Builder's right to seek
full payment of the disputed services If Owner's
order is deemed to be a change to the Work.
9.5 Emergencies
9.5.1 In any emergency affecting the safety of
persons and/or properly, Design-Builder shall act,
at its discretion, to prevent threatened damage,
injury or loss. Any change In the Contract Price
and/or Contract Time(s) on account of emergency
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of GrUrR Ao6rasn Owrer rrd Dwl@o-FlofMa'
O 1998 Awiyo-Hwld IodiWEa ofAmaun
SohrolberFoode, Inc
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work shall be determined as provided in this
Article 9.
Article 10
Contract Adjustments and Disputes
10.1 Requests for Contract Adjustments
and Relief
10.1.1 If either Design-Builder or Owner believes
that it is entitled to relief against the other for any
event arising out of or related to the Work or
Project, such party shalt provide written notice to
the other party of the basis for its claim for relief.
Such notice shall, if possible, be made prior to
incurring any cost or expense and in accordance
with any specific notice requirements contained fn
applicable sections ofthese General Conditions of
Contract. In the absence of any specific notice
requirement, written notice shall be given within a
reasonable time after the occurrence giving rise to
the claim for relief or after the claiming party
reasonably should have recognized the event or
condfion giving rise to the request, whichever is
later. Such notice shall include suffiaent
information to advise the other party of the
circumstances giving rise to the claim for relief,
the speafic contractual adjustment or relief
requested and the basis of such request.
10.2 Dispute Avoidance and Resolution
10.2.7 The parties are fully committed to working
with each other throughout the Project and agree
to communicate regularly with each other at all
times so as to avoid or minimize disputes or
disagreements. If disputes or disagreements do
arise, Design-Builder and Owner each commit to
resolving such disputes or disagreements in an
amicable, professional and expeditious manner so
as to avoid unnecessary fosses, delays and
disruptions to the Work.
10.2.2 Design-Builder and Owner vvilf first
attempt to resolve disputes or disagreements at
the field level through discussions between
DesigrrBuilder's Representative and Owner's
Representative.
10.2.3 If a dispute or disagreement cannot be
resolved through Design-Builder's Representative
and Owner's Representative, Design-Builder's
Senior Representative and Owner's Senior
Representatve, upon the request of either party,
shall meet as soon as conveniently possible, but
in no case later than thirty {30) days after such a
request is made, to attempt to resolve such
dispute or disagreement. Prior to any meetings
between the Senior Representatives, the parties
wilt exchange relevant information that will assist
the parties in resolving their dispute or
disagreemen#.
10.2.4 If offer meeting the Senior
Representatives determine that the dispute or
disagreement cannot be resolved on terms
satisfactory to both parties, the panties shall
submit the dispute ordisagreement tonon-binding
mediation. The mediation shall be conducted by a
mutually agreeable impartial mediator, or if the
parties cannot so agree, a mediator designated by
the American Arbitration Association ("AAA'ry
pursuant to its Construction Industry Mediation
Rules. The mediation will be governed by and
conducted pursuant to a mediation agreement
negotiated by the parties or, if the parties cannot
so agree, by procedures established by the
mediator.
10.3 Arbitration
10.3.1 Any claims, disputes or controversies
between the parties arising out of or relating to the
Agreement, or the breach thereof, which have not
been resolved in accordance with the procedures
set forth in Section 10.2 above shall be decided
by arbitration in accordance with the Construction
Industry Arbitration Rules of the AAA then in
effect, unless the parties mutually agree
othervuise.
10.3.3 Design-Builder and Owner expressly
agree that any arbitration pursuant to this Section
10.3.2 The award of the arbitrator(s) shall be
final and binding upon the parties without the right
of appeal to the courts. Judgment may be
entered upon it !n accordance v~ith applicable law
by any court having jurisdiction thereof.
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10.3 may be joined or consolidated with any
arbitration involving any other person or entity (i)
necessary to resolve the claim, dispute or
controversy, or (ii) substantially involved in or
affected by such claim, dispute or controversy.
Design-Builder will indude appropriate provisions
in all contracts it executes with other parties in
connection with the Project to require such joinder
or consolidation.
10.3.4 The prevailing party in any arbitration, or
any other final, binding dispute proceeding upon
which the parties may agree, shall be entitled to
recover from the other party reasonable attorneys'
fees and expenses incurred by the prevailing
pa~Y•
10.4 Duty to Continue Performance
10.4.1 Unless provided to the contrary in the
Contract Documents, Design-Builder shall
continue to pertorm the Work and Owner shall
continue to satisfy its payment obligations to
Design-Buiider, pending the final resolution of any
dispute or disagreement between Design-Builder
and Owner.
Afticle 11
Stop Work and Termination for Cause
11.1 Owner's Right to Stop Work
11.1.1 Owner may, without cause and for its
convenience, order Design-Builder in writing to
stop and suspend the Work. Such suspension
shall not exceed sixty (60) consecutive days or
aggregate more than ninety (80) days during the
duration of the Project.
11.1.2 .Design-Builder is entitled to seek an
adjustment of the Contract Price and/or Contract
Times} if its cost or time to perform the Work has
been adversely impacted by any suspension of
stoppage of work by Owner.
11.2 Owner's Right to Perform and
Terminate for Cause
11.2.1 if Design-Builder fails to (i} provide a
sufficient number of skilled workers, (Ii) supply the
materials required by the Contract Documents, (iii)
comply with applicable Legal Requirements, (iv)
timely pay, without cause, Design Consultants or
Subcontractors, (v) prosecute the Work with
promptness and diligence to ensure that the Work
is completed by the Contract Time(s}, as such
times may be adjusted, or (vT) perform its
obligations under the Gontract Documents, then
Owner, in addition to any other rights and
remedies provided in the Contract Documents or
by law, shall have the rights set forth in Sections
11.2.2 and 11.2.3 below.
11.2.2 Upon the occurrence of an event set forth
in Section 11.2.1 above, Owner may provide
written notice to Design-Builder that it intends to
terminate the Agreement unless the problem cited
is cured (or commenced to be cured if it is
impossible to correct the problem within the
fourteen (14) day cure period), within fourteen
{14) days of Design-Builder's receipt of such
notice. If Design-Builder fails to cure, or
reasonably comn~nce to cure, such problem,
then Owner may declare the Agreement
terminated for default by providing written notice
to Design-Buiider of such dedaration.
11.2.3 Upon declaring the Agreement terminated
pursuant to Section 11.2.2 above, Owner may
enter upon the premises and take possession, for
the purpose of completing the Work, of all Wark
Product, materials, equipment, scaffolds, toots,
appliances and other items thereon, which have
been purchased or provided for the performance
of the Work, all of which Design-Builder hereby
transfers, assigns and sets over to Owner for such
purpose, and to employ any person or persons to
complete the Work and provide all of the required
labor, services, materials, equipment and other
items. In the event of such termination, Design-
Builder shall not be enfitied to receive any further
payments under the Contract Documents until the
Work shall be finally completed in accordance
with the Contract Documents. At such time, if the
unpaid balance of the Contract Price exceeds the
cost and expense incurred by Owner in
completing the Work, such excess shall be paid
by Owner to Design-Builder. Notwithstanding the
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t
preceding sentence, if the Agreement establishes
a Guaranteed Maximum Price, Design-Builder will
only be entitled to be paid for Work performed
prior to its. default. if Owner's cost and expense of
completing the Work exceeds the unpaid balance
of the Contract Price, then Design-Builder shall be
obligated to pay the difference to Owner. Such
costs and expense shall Itlciude not only the cost
of corr~leting the Work, but also losses,
damages, costs and expense, including attorneys'
fees and expenses, incurred by Owner in
connection with Design-Builder's default, as well
as the reprocxfrement and defense of claims
arising from Design-Builder's default.
11.2.4 !f Owner improperly terminates the
Agreement for cause, the termination for cause
will be converted to a termination for convenience
in accordance with the provisions of Article 8 of
the Agreement.
11.3 Design-Builder's Right to Stop Work
11.3.1 Design-Builder may, in addition to any
other rights afforded under the Contract
Documents or at taw, stop work for the following
reasons:
.1 Owner's failure to pay amounts
properly due under Design-Builder's
Application for Payment.
11.3.2 Should any of the events set forth in
Section 11.3.1 above occur, Design-Builder has
the right to provide Owner with written notice that
Design-Bw`Ider will stop work unless said event is
cured within ten {10) days from Owner's receipt of
Design-Builder's notice. If Owner does not cure
the problem within such ten (10) day period,
Design-Builder may stop work. In such case,
Design-Builder shall be entitled to make a claim
for adjustment to the Contract Price and Contract
Time(s) #o the extent it has been adversely
impacted by such stoppage.
11,4 Design-Builder=s Right to Terminate for
Cause
11.4.1 Design-Builder, in addition to any other
rights and remedies provided in the Contract
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Documents or by law, may terminate the
Agreement for cause for the following reasons:
The Work has been stopped for sixty
(60} consecutive days, or more than
ninety (90) days during the duration
of the Project, because of court
order, any govemmerit authority
having jurisdiction over the Work, or
orders by Owner under Section
11.1.1 hereof, provided that such
stoppages are not due to the acts or
omissions. of Design-Builder or
anyone for whose acts Design-
Builder may be responsible.
.2 Owner's failure to provide Design-
Builder with any informa#ion, permits
or approvals that are Owner's
responsibility under the Contract
Documents which result in the Work
being stopped for sixty (fi0)
consecutive days, or more than
ninety (90} days during the duration
of the Project, even though Owner
has not ordered Design-Builder in
writing to stop and suspend the Work
pursuant to Section 11.1.1 hereof.
.3 Owner's failure to cure the problems
set forth in Section 11.3.1 above after
Design-Builder has stopped the
Work.
11.4.2 Upon the occurrence of an event set forth
in Section 11.4.1 above, Design-Builder may
provide written nofice to Owner that it Intends to
terminate the Agreement unless the problem cited
is cured (or commenced to be cured if it is
impossible #o correct the problem within the
fourteen (14) day cure period) within fourteen (14)
days of Owner's receipt of such notice. if Owner
fails to cure, or reasonably commence to cure,
such problem, then Design-Builder may declare
the Agreement terminated for default by providng
written notice .to Owner of such declaration. In
such case, Design-Builder shall be entitled to
recover in the same manner as if Owner had
terminated the Agreement for its convenience
under Article 8 of the Agreement.
DB1A meat No.3J3 • Ma and Feem eflia~en Cb~dWan
d Caalrad Boh.ma Qnar and Dn11~~p,-DalWer
O 1998 D[aiga-EatBd [orii633te ofAme&a
11.5 Bankruptcy of Owner or Design-
Buiider
11.5.1 If either Owner or Design-Builder
institutes or has instituted against if a case under
the United States Bankruptcy Code (such party
being referred to as the "Bankrupt Party', such
event may impair or frustrate the Bankrupt Party's
ability to perform its obligations under the Contract
Documents. Accordingly, should such event
occur.
.1 The Bankrupt Party, its trustee or
other successor, shall furnish, upon
request of the non-Bankrupt Patty,
adequate assurance of the ability of
the Bankrupt Party to perform all
future material obligations under the
Contract Documents, which
assurances shall be provided within
ten (10) days after receiving notice of
the request; and
.2 The Bankrupt Party shall file an
appropriate action within the
bankruptcy court to seek assumption
or rejection of the Agreement within
sixty (60) days of the institution of the
bankruptcy filing and shall diligently
prosecute such action.
If the Bankrupt Party fails to comply with its
foregoing obligations, the non-Bankrupt Party
shall be entitled to request the bankruptcy court to
reject the Agreement, declare the Agreement
terminated and pursue any other recourse
available to the non-Bankrupt Party under this
ArBde 11.
11.5.2 The rights and remedies under Section
11.5.1 above shall not be deemed to limit the
ability of the non-Bankrupt Party to seek any other
rights and remedies provided by the Contract
Documents or by law, including its ability to seek
relief from any automatic stays under the United
States Bankntptcy Code or the right of Deslgn-
Builder to stop Work under any applicable
provision of these General Condiitons of Contract.
Article 12
Miscellaneous
12.1 Assignment
12.1.1 Neither Design-Builder nor Owner shall,
without the written consent of the other assign,
transfer or sublet any portion or part of the Work
or the obligations required by the Contract
Documents.
12.2 Successorship
12.2.1 Design-Builder and Owner intend that the
provisions of the Contract Documents are binding
upon the parties, their employees, agents, heirs,
successors and permitted assigns.
72.3 Governing Law
12.3.1 The Agreement and ail Contract
Documents shall be governed by the laws of
Wisconsin, without giving effect to its conflict of
law principles; provided, however, any lien issues
shall be governed by the laws of the state in which
the Project is located.
12.4 Severabi[ity
12.4.1 If any provision or any part of a provision
of the Contract Documents shall be finally
deterrrfned to be superseded, invalid, illegal, or
otherwise unenforceable pursuant to any
applicable Legal Requirements, such
determination shall not impair or otherwise affect
the validity, legality, or enforceability of the
remaining provision or parts of the provision of the
Contract Documents, which shall remain in full
force and effect as if the unenforceable provision
or part were deleted.
12.5 No Waiver
12.5.1 The failure of either Design-Builder or
Owner to insist, in any one or more instances, on
the performance of any of the obligations required
by the other under the Contract Documents shall
not be consented as a waiver or relinquishment of
D Doeosm[No.339• Uw ~ rm a(Oonend Co"dlll"as
of CO~tnUBeAreea Orna~md Daf~a-Dander
Sotualxr Foods, rno ~ 1996 Daigu-Hm7d betilaa~e ofAmerim
Revision: E
Revision Date: 07J07/06
K:\EngLegaldoolStandaad Ag~eementn\ConetmotioD Agroeanont-DHIA 535.doo
Page t9 of 21
such obligation or right with respect to future
performance.
12.6 Headings
12.6.1 The headings used in these General
Conditions of Contract, of any other Contract
Document, are for ease of reference only and
shall not in any way be construed to limit or alter
the meaning of any provision.
12.7 Notice
12.7.1 Whenever the Contract Documents
require that notice be provided to the other party,
notice will be deemed to have been validly given
(i) if delivered in person to the individual intended
to nrceive such notice; {ii} flour (4) days after being
sent by registered or certified mail, postage
prepaid to the address indicated in the Agreement
or (iii) if transmitted by facsimile, by the time
stated in a machine generated confirmation that
notice was received at the facsimile number of the
intended recipient.
12.8 Amendments
12,9 Surv(val
12.8.1 The parties' obligations under the
Agreement and these General Conditions of
Contract which, by their nature, would continue
beyond the termination,- cancellation or expiration
of the Contract Documents including, without
limitation, the obligations set forth in Sections 2.9,
2.10, Article 5, Section 6.7.3, Article 7, Article 10
and Article 12 of these General Conditions of
Contract, shall survive the termination,
cancellation or expiration of the Contract
Documents.
12.10 Remedies Cumulative
12.10.1 All remedies available to either party for
breach of the Contract Documents are cumulative
and may be exercised concurrently or separately,
and the exercise of any one remedy shall not be
deemed an election of such remedy to the
exclusion of other remedies.
12.11 Confidentiality
12.8.1 The Contract Documents may not be
changed, altered, or amended in any way except
in writing signed by a duly authorized
representative of each party.
OWNER:
Sc11re~6e~ ~ukfr, '~,e.
(Name of Owner)
(Si ature) p ~~ //
~o~t K !~ ~ D'CZ~h S oF-
{Printeed Name)
I ~oj@t~ ~~°tay~'~'
{Title) "
Date: ~ " t' 3 -ear v
12.17.1 Design-Builder and its Design
Consultants, Subcontractors and Sub-
Subcontractors shall sign and comply with
Owner's Supplier Confidentiality Agreement which
is attached hereto and incorporated herein by this
reference.
DESIGN-BUILDER:
(Name o n- der)
(Signatur
~~ GA?~~.f l~
{Prinfed Narrie)
(Title)
Date: 3~~ criQ,~~
~'/"'"` a
3~
I]61AI?~oa~mot o. 535 • 8 Farm ICoiditi~w
arCptnet llatw'rtn Owear and Dnf~u-DnYder
Sehtetber Foods, Inc o t99s nadgn-->3„ua wdaro of Ameaca
Revivion: E
Revision Date: 02/07/D6
K;1EngI.egaidocLStandard AgreementslConshuction Ageemelrt-DBIA 535.doc
-Page 20 of 21
~ .,
Caution: You should sign an original DBiA document which has this caution printed in blue. An
original assures that changes will not be obscured as may occur when documents are reproduced.
oawm~txo. • Bhmionl cmefcmenl dlllens
otCmfroet Bepron amu..a Dwigu-0u0der
O 1996 Design-Bmld Lu6mta ofAmarin
Salue~er Poods, Ino
Revision: E
Revision Date:O?l07/06
K:1EngT.ogaldoolStaadard AgreemontslCoastmotioa Agent DBIA 535.doo
Page 21 of 21
CHANGE ORY3EIt
No. O t
DATE Or ISSUANCE: August 4, 2010 EFI'BC'l'1VE DATE; August 4, 2010
OWNER: SahreiberFoo~ta - -
CONTRACTOR The Dennis Groun. LLC
Conhact; D13TA~Q
Project: S~rooe„sbur¢. Pennsvl~sni~Pacpeasion
OWNER's Contcaot No.: DBIA S30 ENGlNEl3R's Contract No. 2280 / X053 L 3054
):TTGMEEIt. xohn fiett~tt J !~
You are directed to make the following changes In then Contract Documents;
Additions[ Scope and Cost Ctuusge for the Sh€ppensburg Fxpansiott Project
$gason fer C~ga Order:
Additlrnuil Design and Projeet/Constrnation Management scope requested from die Dennis Group for process and packaging;
-Process etluiptnent rigging; bid, procurement, and projectlconsiruction management
-Pxocoss design citaages as requested by Schreiber.
-Additional disciplitte support for arohiteotural and structural Interface betvueen DGL !Stellar
-Process Piping design
-Process piping: bid, procurement, and project/cottstruction management '
-Design, bid, procurement, and pro ject/aonstrucfion inanagemc~it for end of tine palletizing - 3053
-Design, bid, procurement, and projectlconstruet€onmonagement for yogurt Autonnafic Guided Vehicles (AGVs) -3054
Attaclvnents• (List documents sunno ' e chmnsre)'
ltavised Exhibit E, Dated August 4, 2010
Page 1 of 2
CI~AIV'GE URDER
No. O 1
DATE Or 1SSUANCE: August 4, 2010 EFI~CTiVE DA'Z'E: August 4, 2010
OWNER:
CONTRACTOR: The Dennis Group. LLC
Contract: D,..30
Project. er~aburg, Petu~sylvania }xacpansion
OWNi~t's Contract Nv.: DBiA 530 ENGZNEBR's Contract No. 2280 / 3053 / 30SQ-
EI1GiNEER iohn Hanson
CZ~iANCi13 IN CONTRACT PR1C1;;
Original Contract Price
$2 9
Net increase (Decrease) fl~om previous Change Orders
S o.oo
Contract Price prior to this Change Ordcr:
2,949,198
Net increase (decrease) of this Change Order:
~ 12. 74.298
Cantraet Price with all approved Change Orders:
$ 4.223.476 .
CHANQE 1N CONTRACT TY11g.S;
Original Contract'Iimes:
Substantial Completion: Not Applicable
Ready for final payment: Not Atrolicabla
d or dates
Net change finrn previous Change Orders No, n/a to
No. ~/~„:
Substantial Completion: Not ~RgJ~Fablo
Ready for final payment: Nat Applicable
da
Contract Times prior to this Change Order:
Substantial Completion: Not Ap lid
Ready for final payment: slot Ap 1Riaable
da or bates
Net increase {decrease) this Change Order:
Substantial Completion: Not Applicable
Ready for final payment: Not Annlicable
da
Contract Tunes with all approved Change Orders:
Substantia! Completion: Not Applicable
Ready for f nal payment: Not An li,~cable
(days or dates)
RECOMMENDED: APPROVED: ACCEPTED; ,,
By: Not Applicable By: ~ ~ ~•~~...----".. By: . l ~,', ~~---------- "/,,,:-: ,~ ~ !1 •~ ~.,,,-~f~-...
.._____._.___...-HNGINEER A'athvriz~l'Sl store ~ -~'
..... ~{ gis ) ~(Attth''atri~~l'Sig~rtature)."-.ENG -{Autlmiti;red'3i~raturej .__.._..:...__---...._.~_~..___....__._.~~:
Date: Date: I.~ i' Z•Q ~'' Date: M r r ? ° r'"' n ~ l - ~C'~1~
EJCDC 1910-8-8 {1996 Edition}
Prepared t»' the &~gineo~a Joint Contras DodaneaLC Camnkko and oadotuad by'rho Assoolated Cawn,l Coraraotore of Aaorioa and qu Com9n~dion Sped6ea Born Institute
rage ~ of 2
2880 ! 305313054 Breakdown of Engineering, CM Services, Fees, and Gonaral Condltlons
$2;949,198 : Contract prior to this change order
$9,274:,278 : Thie Change Ordor
$4,223,476 : New Exhlblt E
~~~sC: ('
~p Vr
PreliminaryEngineerfng t ~''er~~4i~ /
_ ~ ~ ~
Itom Cost Dosarlpilon ~ ~~ ,, ~a+°6S`~` S {tre ~~ ` . , ,~~.~
k~ 4 {~
__ _ 1 $308,000 Preliminary En~tneorin~
y $308,000 Subtotal
2880 E3ase Project:
Item .Cost Descrlp#lon
1 $552,885 Pro)ect Management
2 $804,900 Construction Mangement & Site. Support
3 $1,654,285 Engineering
4 $237,503 Travel ~ CM Rer Blom
5 $383,286 E1.5.°fo Contract Fees
8' $25,000 General Conditions
S3,437,858 Subtotal ~--~''~
~: w
August 4, 2090
Page 1 of 2
.~
2880 / 3053 1 3054 Breakdown of Engineering, CM Services, Fees, and General Conditions
3053 Palletizing Project:
item Cost Desortption
1 $72,610 PM & Construction Mangement
2 578,930 Engineering
3 $50,018 Trave! & CM Per diem
4 $32,500 8.6% Contract Fees
5 510,000 General Conditions
--~-:-'_ tea' ~~
5242,059 Subtotal '~ ,fin... .•-•./'"`...~.~`-~~.-
3054 AGV Protect:
Item Cost Description
1 572,610 PM 1£ Construction Mangement
2 $76,930 Engineering
3 $50,019 Travel & CM Per diem
4 $28,000 8.5°/v Coniracl Fees
~ 5 $10,000 General Conditions
5235,559 Subtotal r~ ~"`~~!
J)~~..,,,,... ~,r
L
Augusf 4, 2010
page 2 of 2
CEANGE ORDER
Na,~
DATfi OF ISSUANCE: December 8, 2011 EFFECTIVE DATE: September 28, 2010
OWNI3R; .Schreiber F
CONTR~ICTOR:. The Danni~ Qroun. LLC
Castttact: DBIA 53a
Project: S~g(vania fixnansion
OWNER's Cat~aot Na: nBIA 53A ENGINEBR's Contract No. S. ee Beiow
E1~IGTNI3I?[t John Henson
You ace direcxed to make the following changes in the Contract Documents:
. fo
Additional Scope via the newprojects required for Shippensburg expansion
Reason for Change Oxder:
Desi bid rocurement and ro'ect/construction mane emeni for the foliowia ro'ects:
fig'
Job # Desori lion
P Contract
$ Revised
$ Chango
$ DGLSF
Pro',M
n/a Jab: Phase 1 preliminary Etraineeriug 308,000 n/a n/a MS/JFi
2880 Job: Phase 1 3,437,858 3,975,837 537,979 MS/JI3
3159 Job: Line 3XL 0 450,645 450,845 MS/JH
3159 Job: Line 3XL transferred to 3 ] 53 0 53,714 33,714 IvLS/J3i
3156 Job: New Dannon Acquirements 0 74,000 "74,000 H1S/JH
3 LSS Job: Mareh20l 1 Phase 1 change in scope 0 ti36,S90 636,390 1vIS/JI•I
3333 Job: Fhase III 0 544,696 544,696 PR/JI•I
3.413 Job: ProjectNaptune 0 18,750 18,750 FR/lH
3449 Job; MixPtooPValves. 4 37,242 37,242 PR/J1I
3325 lob: ProjectNero 0 162,463 162;463 STAII
3318 Job: Water Savings 0 49;900 49,9.00 MS/A3
1"ot~ai Net Chaage for tits CO; 2,562,179
Attachments' (List documents su orting ~an~ The following are pages of the CO-2 backup dated 08Deo17: •
288A, pgs 1-2, Excerpt from project budget 2880
.3159, pg 3-4, Excerpt frompraject.budget 2880 ,,
31S6,.pg 4, Excozpt from pmject_budget 2880
3155, pg 4, Excerpt from project budget 2880
3333, pg 5, Exoerpf from project budget 3333
3413, pg 5, Excerpt from project. budget 3333
3449, pg 5, Excerpt &omprgjeot budget 3333
3325, pgs Cr8, Reference to SI' PO
3318, pg 9, Reference to SF PO
Page 1 of 2
CHANGE OR]<JER
No,Q~
DATE OF ISSYTANCE: I3oaembw' S, 2Q1 ] EITECTIVTs DATE: September 2B, 20i0
n..t...:t<e. 4......L.
O:.3`9iLT~.4.-.-
CONIRACTOR: 11bD Hitt Grouu. LLC
Corttraot: ,p~6.~,Q
Projtot: 5hionon~+-+'6 P~nsvivaniaExnansion
O'4VNIIt'a Contract No.: DIiIA 530 EN'4INEER`s Contract No. S B
EN~iNRFR John Hanson
CHANt3E Il<I CONTRACT PRICE:
Original Contract Price
s?,949.198
Net Itcrease (Decrease) fram previous Change orders
No, ..Ql_._ tc OL:
$ 21. 74..278
Contmot Price prior to this Cha:oge Order:
a 4:223.¢
Net increaso (decrease) of this Change Order;
S~
Contract Price with all approved Change Orders:
S 785 55
CIIANGI3 IN CONTRACT TIMES;
Original Contract Times:
Subatan8el Completion, No~pl}~e~~Q
Ready for final payment: Not A 1~ icable
da s or' dates
Net change fivm previous Change Orders No, -_p(g,to
Nc. n/a
Substantial Completion: Not Aa hp 'cable
Ready for final payment: ~lotAu icabie
da s
Contract Times prior to this Change Order:
Snbstantial Completion: ,j~„pt A~JIi_~]e
heady for final payment: Not Aonlicable
d ar dates
Net Increase (decreasc),thie dtange Otxier:
Substantial Completion: , of Ipp tcable
Ready for fmalpayment: N~ Agplicabla
da
Contract Tununes with all approved Change C?rdetre;
Substwttial Completion: ,j~1pt J~pHceble
Really forfinal paymenC ~iol;;pingl cpble
(days or dates)
RBCOMMBTID$D: APPR VED: ACCEPTBD:
By: Nvt A»licab~e By: t ~+~'~• ~`~~- BY: - ?~--~`""'"`~'~
ENOIN~R (Authorised Stgnaturo) OWNE,it (Authorized Signature) EIVC3II~ .R {Authorized Signature)
Date: 08Dact1 Date: t `p ~txr Date:._.,j~:- i'B1
E,ICDC T910;8-B (1996Edidoq)
Propanvl by ~ 6nrineea Joint t;anlrnet t)ocumenO l;ammitteo and mulortod by The AssocW ed Oeaarai ~ldtelOR or Amertw tit! tlrc Co~itucf~o Spectacattar Ina4tola
i e
r
i
Page 2 of 2
~•
~r
C~TANGE ORDER
No, 03
DATE OF ISSUANCE: December 9, 2011 F.FFBCTIVE DATE: September 28, 2010
OWNER: o ds
CONT}tACTOR: The ennis G~oun LLC
Contract: D131A 530
Projeot: yrhi~^nrnchnra PennRVlvan>n EXparision ENGINEER'S ContraciNo. See Below
OWNER'S Contract No,: DBIA 530
ENOINSER,•j3rian MgKean
You are directed to make the following changes in the Contract Documents:
Descriution
Additional Scope via the new projects required for Shippensburg expansion.
Reason for Change Order:
. r_-,L. r ~t.. ..e..
-uesr oiu c~~wcwcau uuu - - -- - - --
Contract
Revised
Changc
DGI,fSF
Eag• Description g $ $ Fro',NJn
Job #
31.58 Job:ICDB 45 in slot #2 0 132,500 ]32,500 MS/BM
Total Net Change for dais CO: 132,500
1~i ac]nnwits• !List doeurnents supnorling chansel• The following are pages of the CO-3. backup dated 09Decl 1:
3158., gg 1, Fkcerpt from project budget.2880
Page l of 2
J~
N
i
1
CHANGE ORDER
NoQ
DATE OF ISSUANCE: Deoembcr 9, 2011 EFFECTIVE DATE; September 28, 2010
OWN]rR: _Schreibcr Foods
CONTRACTOR: The Dennis Grouu. I..LC
Contract: DBTA 530
Project: Shippensburg. >?enj}syjvania lxnansion
OWNER's Contract No.: DBiA 530 ENa1NEER's Contract No. e B !ow 1
1~NGINL"ER Brian IvlcKean i
C1iANQ1's W CONTRACT' PRICE:
Original Contract Price
~ 49198
Net Increase (Decrease) from previous Change Orders
No. ~ to
$ 3.1i3G.457
Contract I'rice.prior to tliis Change Order;
~5~3$~,~.3"
Net increase (decrease} of this Change Order:
S L32.500
Contract Prise with al[ approved Change Orders:
S G.9.18. ] 55
CHANGE IN CONTRACT' TIMES:
Orlginal Contract Times:
Substantial Completion: Not Applicable
Ready forfina] payment:. NotAp ieable
da s or dates
Net change from previous Clunge Orders No, n!a to
No. n/a
Substantial Completion:.. Not Applicable
Ready fur final payment: Not Applicable
da s
Contract Times prior to this Change.Order.
Substantial Completion; _Not A ol,~_-__icable
Ready for final payment: Tot !7 cable
da or dates .
Net inaeasc (decrease} this Change Order:
Substantial Canpletion: Not Applicable
Ready for Enal payment: ~Iqt Applicable
da. s
Contract Times with all approved Change Orders:
Substantial Completion: NotAnpl;cable
Ready for final payment: Not App6cablo
(days or dates)
RECOMI~~NDED: APPROVED: ACCEPTED:
By: Not AnUFicable By: _ Q~~ N-. By: ~ .a.. ,ti,~~/~
ENGCNEER {Authorized Signature) OWNER (Autho ed Signature) IiNGINEER (Ruth ' stl SignaRtre)
Date: O~Dec'1 i Date: 1 z- { a (` ` D'Tte: ~ L ~ `!- ~ LC
FJCI~.1910-8-B (i~JG 13dition)
°xpared by me Gnginaeri Joint Cnnlnta 1JocumetW Committee and endorsed by lire AasorJatad t7onorat Comractoas of Amerla and the Co~tntaion Specifrcada-rr tn.+titwe
f
1
F
Page 2 of 2
~t
.~.
CJ3ANGE ORDER
No. 04
DATC OF ISSUANCE: llec:embcr 13, 201 l
EITECf1VG DATE: Ootaber 1, 2UlU
OWNER: Schreib r 1"oods
CON'fRACfOR: The Dennis Graun 'i LC
Conlracl:.,D~IA 530
ProJecC .`~ nchi Pennsylvania Fxnansion
OWNER's Contract No.: D131A 530 F,NGINEF.R's ConiraclNo. See Aclow
ENGINEER, Steve Smith
You arc directed to make the following changes in the Contract llocuments:
Dcscrintian:
Additional Scope via the new projects required for Shlppensburg expansion.
Rear n for Chance order:
_J _ . a. .,l fn. ~hn fnllnwino n~niNCfs[
-U0S1 DIU rocurcinan zulu Diu cwl.ouaw wl..,,. ....«... .. ........ .... ... _....._.. ... -
ConUact -- ---
Revised
Change:
DGUSF
Bng. Descri lion
p S S fi 3't~i .Mn r
Job #
3153 Job: Shippcnsburg Phase 31(Gverc:st & Layers) 0 4,870,'791 ~t,$70,791 1v1SlSS
Total ]!1f:t CLxngc far this C0: 4+870,797
Attache ent,;,.(I !st documeatta supnortin¢ chantte)•
'1"he Phase I1 project is defined by the protect plrobable cost budget 3153 dated 203 112 09.
The DGL service costs Tor 3153, shown un pg 42 (page 43 of the electronic pdfl of the above protect budget.
Page !oft
~':
CHANGF,U~DER
No 0~
DATE OF ISSUANCE--"-: December l3, 2U13
C:FI~ L•"CI'1 VL: DA'1');: October 1, 2G 1 n
OWNER: S,hc reibcrFoods
CONTRACTOR: 'fhe Dennis Cproun I L.C "•'--- "'-'"
Contract: Dl3IA 530
Projact: Shlnnenabarg Pannsylvanla,l,~' c_pansitZn
OWNF.R's Contract No.; DB(A Sat? ENCi1N13IR's Cnntracl Na, See Helow
ENOMF.ER- Steve Smith
CFIANGE ]N CONTRACT PRICE:
~x_
Original Contract Pric(:
$ 2.949.14H
Net lntxease (Deurtntsa) fmm previous Change Orders
Na. ~ to ~:
S .9Fii~957
Contract Price prior io this Change Order.
S 6.91$,15
Net in(xcase (decrease) of ltlis Change Order.
S 4.870,791
Caitrdet Price wino aN approved Chtu\ge C?rders:
S ~ 46
CHANGJr IN CON'I'RACf TIMES:
Original Contract Times;
3uhstantial Complaion: Not A2uliuablC
Ready for final paymalt: Not Aonlicalalc
da s rn• dates
Net change from previous Chtuogc Orders Nn. n/a to
No. !fit
5ubslantinl Completion: ,~ot~pRlicabie
Ready far final payment: of Applicable
d ,
C:ontract'fi(n~s prior to this Change Ord(a:
Substantial Completion: _Zfot.Aoplit.•ahle
Ready fot final paymruN: Not /fin [in cable
da s or dates
'Net hren;asc (decrease) this Change Order;
Suhs(tu\fiat Completion: Not AneHcablc
Ready far final payment: _Not A licaf~lc
da s)
Contract 7'irn(s with all approved Change Urders:
Substantial Completion: Llq,~p Ii~oahle
Ready for final payment; .Not Apnlicable
(days or tlatea)
RECOMMENDED: OVE --"-"A Ct;P`T~;t:?~-,..~
By: Not Applicable ~ ` ,r--' _ .-~--
ENGINI:CR (Authorized Signature) OWNER (Autborizc(1 Signaturre) I:NGINECR (Authori~d Signf a/tore)
llate: I3Dec I 1 Da#e: ~_t~' ~ ~' -~ ~t Date• ~r~'-)~ "`` t
F.JCDC 1910-8-13 (f996 F~ciition)
S'rettnted ty the 6ngtncets lnitLL Cnnlnet Dacunrnln Conumltec and aubtsed by The Aasaci~ted (irnernl Cmttrpcloes or Amctiea tmd ato Cotalutetiou S(teeifimtiona Inst&ute
Aage 2 of 2
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
THE DENNIS GROUP, LLC, •
: No.: 12-7333 MLD
Plaintiff,
•
v. : PRAECIPE TO SUBSTITUTE
: COUNSEL
SCHREIBER FOODS, INC.,
Defendant. •
•
• C-) -r
•
•
mcA c ) y M,
•
x) �•-•••4-4
s•
•
r-
•
yc•-)
cp
•
-5= r.9 f,
• - �s
c
•
•
: Filed on behalf of:
: THE DENNIS GROUP, LLC
: Counsel of Records for This Party:
: POST & SCHELL, P.C.
: Kenneth W. Lee
: PA I.D. No. 50016
: 17 North Second Street
: 12th Floor
: Harrisburg, PA 17101-1601
: Telephone: 717-612-6035
: Facsimile: 717-731-1985
: Email: klee @postschell.com
I1167079v1
POST& SCHELL, P.C.
Kenneth W. Lee, Esquire
PA I.D. No. 50016
17 North Second Street, 12th Floor
Harrisburg, PA 17101
Telephone: (717) 612-6035
Facsimile: (717) 731-1985
Email: klee @postschell.com
ATTORNEYS FOR THE DENNIS GROUP, LLC
THE DENNIS GROUP, LLC, : IN THE COURT OF COMMON PLEAS
: OF CUMBERLAND COUNTY,
Plaintiff, : PENNSYLVANIA
•
•
v.
SCHREIBER FOODS, INC. : No. 12-17333 MLD
Defendant. : Civil Division
PRAECIPE TO SUBSTITUTE COUNSEL
To: David Buell, Prothonotary
Please enter the appearance of Kenneth W. Lee, Esquire and the law firm of Post &
Schell, P.C. on behalf of The Dennis Group, LLC, and withdraw the appearance Christopher E.
Fisher, Esquire and the law firm of Tucker Arensberg, P.C.
POST & SCHELL,P.C. TUCKER ARENSBERG, P.C.
Kenneth W. Lee, Esquire ,,C.i4 pher E. Fisher, Esquire
PA I.D. No. 50016 /,' I.D. No. 201395
17 North Second Street , 12th Floor 2 Lemoyne Drive, Suite 200
Harrisburg, PA 17101 Lemoyne, PA 17043
Telephone: (717) 612-6035 Telephone: (717) 234-4121
Facsimile: (717-731-1985 Facsimile: (717) 232-6802
Email: klee @postschell.com Email: cfisher @tuckerlaw.com
Dated: 9' 3 r1 Dated: n?/.30�i 3
11167079v1
CERTIFICATE OF SERVICE
I, Kenneth W. Lee, Esquire, an attorney at the law firm of Post& Schell, P.C., do hereby
certify that on the date set forth below, I did cause to be served a true and correct copy of the
foregoing document upon the following persons at the following addresses via first class mail:
Schreiber Foods, Inc.
425 Pine Street
Green Bay, WI 54301
Schreiber Foods, Inc.
c/o CT Corporation System
116 Pine Street
Suite 320
Harrisburg, PA 17101_--------"--7)f—D
Dated: J
/ //3
Kenneth W. Lee
2
11167079v1
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
THE DENNIS GROUP, LLC,
: No.: 12-7333 MLD
Plaintiff,
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v. : PRAECIPE TO SETTLE, SATISFY AND
: DISCHARGE MECHANICS' LIEN
SCHREIBER FOODS, INC., : CLAIM
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: Filed on behalf of:
: THE DENNIS GROUP, LLC
: Counsel of Records for This Party:
: POST & SCHELL, P.C.
: Kenneth W. Lee
: PA I.D. No. 50016
: 17 North Second Street
: 12t11 Floor
: Harrisburg, PA 17101-1601
: Telephone: 717-612-6035
: Facsimile: 717-731-1985
: Email: klee @postschell.com
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II167149v1
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POST & SCHELL, P.C.
Kenneth W. Lee, Esquire
PA I.D. No. 50016
17 North Second Street, 12th Floor
Harrisburg, PA 17101
Telephone: (717) 612-6035
Facsimile: (717) 731-1985
Email: klee @postschell.com
ATTORNEYS FOR THE DENNIS GROUP, LLC
THE DENNIS GROUP, LLC, : IN THE COURT OF COMMON PLEAS
: OF CUMBERLAND COUNTY,
Plaintiff, : PENNSYLVANIA
v. .
•
SCHREIBER FOODS, INC. : No. 12-17333 MLD
Defendant. : Civil Division
PRAECIPE TO SETTLE, SATISFY AND DISCHARGE
MECHANICS' LIEN CLAIM
To: David Buell, Prothonotary
Please settle, satisfy and discharge the Mechanics' Lien Claim filed in the above-
captioned matter and mark the docket accordingly.
Respectfully submitted,
POS & SCHELL, P.C.
Kenneth W. Lee, Esquire
PA I.D. No. 50016
17 North Second Street, 12th Floor
Harrisburg, PA 17101
Telephone: (717) 612-6035
Facsimile: (717-731-1985
Dated: r i'' 7/i Email: klee @postschell.com
II167149v1
CERTIFICATE OF SERVICE
I, Kenneth W. Lee, Esquire, an attorney at the law firm of Post & Schell, P.C., do hereby
certify that on the date set forth below, I did cause to be served a true and correct copy of the
foregoing document upon the following persons at the following addresses via first class mail:
Schreiber Foods, Inc.
425 Pine Street
Green Bay, WI 54301
Schreiber Foods, Inc.
c/o CT Corporation System
116 Pine Street
Suite 320
Harrisburg, PA 17101
Dated: 9/1O / _3
Kenneth W. Lee
2
11167149v1