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Supreme CouftoA`.Pennsylvania Court ouCOmmon,PIeas For Prothonotary Use Only: CY�><l,C�over,�Sheet Docket No: :- bbol Ctar�bJehd` County FA The information collected on this form is used solely for courtadminiSlrati011 purpose's. .This form doer not supplement or replace the filing and service of pleadings or other papers as required by lain or rules of court. Commencement of Action: S 0 Complaint J Writ of Summons 'J Petition E ❑_i Transfer from Another Jurisdiction Declaration of Taking C Lead Plaintiff's Name: Lead Defendant's Name: T Philadelphia Mixing Solutions, Ltd. Galway Bay Corporation Dollar Amount Requested: ©_i within arbitration limits I Are money damages requested? Yes No (check one) E outside arbitration limits O N Is this a Class Action Suit? 0 Yes No Is this an MDJAppeal? 0 Yes El No A Name of Plaintiff/Appellant's Attorney: Jonathan H. Rudd, McNees Wallace&Nurick LLC El Check here ifyou have no attorney(are a Self-Represented (Pro Sel Litigant) Nature of the Case: Place an"X"to the left of the ONE case category that most accurately describes your PRIMARY CASE. If you are making more than one type of claim,check the one that you consider most important. TORT(do not include Mass Tort) CONTRACT(do not include Judgments) CIVIL APPEALS 0 Intentional 0 Buyer Plaintiff Administrative Agencies 0 Malicious Prosecution iJ Debt Collection:Credit Card Board of Assessment Motor Vehicle E3 Debt Collection:Other Q Board of Elections Nuisance E] Dept.of Transportation Premises Liability [3 Statutory Appeal:Other S Product Liability (does not include E3 Employment Dispute: E mass tort) �.� Slander/Libel/Defamation Discrimination C J Other: Q Employment Dispute:Other J Zoning Board T 0 Other: I 0 Other: O MASS TORT Breach of Contract J Asbestos N iJ Tobacco E] Toxic Tort-DES J Toxic Tort-Implant REAL PROPERTY MISCELLANEOUS J' Toxic Waste [I Ejectment >-J Common Law/Statutory Arbitration B [3 Other: El Eminent Domain/Condemnation Ji Declaratory Judgment J'3 Ground Rent M7. Mandamus Landlord/Tenant Dispute Non-Domestic Relations LJ Mortgage Foreclosure:Residential Restraining Order PROFESSIONAL LIABLITY 0 Mortgage Foreclosure:Commercial Quo Warranto Dental Partition 0 Replevin Legal Quiet Title 0 Other: Q Medical Other: Other Professional: Updated 1/1/2011 FILE Cr THE P1D T1'Oid0 T. R,r ZQ14 OCT f 5 Aid to: 57 IN THE COURT OF COMMON PLEAS IN U PgSYLV COU+�dTy E CUMBERLAND COUNTY, PENNSYLVANIA PtSy��gH1A PHILADELPHIA MIXING SOLUTIONS, LTD. : CIVIL ACTION Plaintiff No. GALWAY BAY CORPORATION, and LIBERTY MUTUAL INSURANCE COMPANY Defendants NOTICE TO DEFEND You have been sued in court. If you wish to defend against the claims set forth in the following pages, you must take action within twenty (20) days after this complaint and notice are served, by entering a written appearance personally or by attorney and filing in writing with the court your defenses or objections to the claims set forth against you. You are warned that if you fail to do so the case may proceed without you and a judgment may be entered against you by the court without further notice for any money claimed in the complaint or for any other claim or relief requested by the. plaintiff. You may lose money or property or other rights important to you. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW. THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT HIRING A LAWYER. IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE TO PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. CUMBERLAND COUNTY BAR ASSOCIATION 32 S. BEDFORD STREET CARLISLE, PA 17013 TELEPHONE: 800-990-9108 McNEES WALLACE & NURICK LLC B Jonathan H. Rudd I.D. No. 56880 100 Pine Street P.O. Box 1166 Harrisburg, PA 17108 (717) 237-5405 (phone) (717) 260-1737 (fax) jrudd@mwn.com Attorneys for Plaintiff Philadelphia Mixing Solutions, Ltd. Date: October �� , 2014 r � f IN THE COURT OF COMMON PLEAS IN CUMBERLAND COUNTY, PENNSYLVANIA PHILADELPHIA MIXING SOLUTIONS, LTD. CIVIL ACTION Plaintiff : V. NO. GALWAY BAY CORPORATION, and LIBERTY MUTUAL INSURANCE COMPANY Defendants COMPLAINT AND NOW, comes Plaintiff Philadelphia Mixing Solutions, Ltd., by and through its counsel, McNees Wallace & Nurick LLC, and files this Complaint and avers as follows: PARTIES 1. Plaintiff is Philadelphia Mixing Solutions, Ltd, ("PMSL"), a Pennsylvania corporation, with a principal place of business at 1221 East Main Street, Palmyra, Lebanon County, Pennsylvania, 17078. 2. Defendant Galway Bay Corporation ("Galway") is a Pennsylvania corporation, with a principal place of business at 3931 School Road South, Jeannette, Westmoreland County, Pennsylvania 15644-4751. 3. Defendant Liberty Mutual Insurance Company is a Massachusetts insurance company, engaged in the business of insurance and surety bonds, including in the Commonwealth of Pennsylvania, having offices at 8044 Montgomery Road, Suite 150E, Cincinnati, Ohio 45236. JURISDICTION AND VENUE 4. The events hereinafter complained of arise in part from and are related to PMSL's supply of aerobic digester and related equipment to Galway to be used in the construction of the Wastewater Treatment Plant Upgrade and Expansion for the South Midd.leton Township Municipal Authority located at 345 Lear Lane, Boiling Springs, Cumberland County, Pennsylvania 17007-0008 ("South Middleton Project"). The South Middleton Project is a public works project within the meaning of the Pennsylvania Public Works Contractors Bond Law of 1967, 8 P.S. §191, et. seq. ("Bond Law"). 5. Liberty Mutual is the surety on a labor and material payment bond ("South Middleton Payment Bond") on which Galway is the principal in accordance with the Bond Law for the South Middleton Project, and this Court has jurisdiction over this matter pursuant to the Bond Law. 6. The South Middleton Payment Bond requires any action on the bond to be instituted in the county where the Agreement between Galway and the South Middleton Township Municipal Authority is to be performed, which is Cumberland County, Pennsylvania. 2 COUNT I PMSL v. GALWAY— BREACH OF CONTRACT — SOUTH MIDDLETON PROJECT 7. Plaintiff incorporates herein by reference paragraphs 1 — 6 set forth above as if set forth herein at length. 8. On December 5, 2012, PMSL submitted a quote to Galway for aerobic digester and related equipment ("South Middleton Equipment") to be used at the South Middleton Project. 9. On April 22, 2013, Galway issued a Purchase Order ("South Middleton Purchase Order") to PMSL in the amount of$841,000 for the South Middleton Equipment. The South Middleton Purchase Order incorporated PMSL's December 5, 2012 quote. A true and correct copy of the South Middleton Purchase Order and quote is attached hereto as Exhibit A. 10. The South Middleton Purchase Order and accompanying quote required Galway to pay PMSL within thirty (30) days of the invoice date. 11. The South Middleton Purchase Order provided that Galway would pay PMSL a finance charge of 1 1/2% per month (18% per annum) on all past due amounts. 12. In accordance with the terms of the South Middleton Purchase Order, PMSL supplied and delivered the South Middleton Equipment to Galway. 13. PMSL invoiced Galway as follows for the South Middleton Equipment; a. Invoice 112826 dated 11/15/13 in the amount of $88,490; b. Invoice 113118 dated 12/26/13 in the amount of$267,320; C. Invoice 113099 dated 12/27/13 in the net amount of$207,960; d. Invoice 113112 dated 12/30/13 in the amount of$176,360; 3 e. Invoice 113156 dated 1/2/14 in the amount of$13,580; and, f. Invoice 113496 dated 2/27/14 in the amount of $90,280. A true and correct copy of the invoices for the South Middleton Project are attached hereto as Exhibit B. (Invoice 113099 was reduced by the $90,280 subsequently billed on invoice 113496). 14. On September 6, 2013, Galway issued PMSL a change order increasing the Purchase Order amount by $2,990. A true and correct copy of change order 1 to the South Middleton Purchase Order is attached hereto as Exhibit C. 15. On July 2, 2014, the parties agreed to a deductive change order in the amount of $2,234.35. A true and correct copy of change order 2 to the South Middleton Purchase Order is attached hereto as Exhibit D. 16. The final Purchase Order amount for the South Middleton Project is $841,755.65. 17. Galway received and accepted the South Middleton Equipment and all services provided by PMSL. 18. Galway paid PMSL the principal amount of$232,503 for the South Middleton Equipment. 19. The principal balance due and owing PMSL for the South Middleton Equipment is $524,853.69, as reflected on the chart attached hereto as Exhibit E. 20. The retainage balance owing PMSL for the South Middleton Equipment is $84,399.00, as reflected on the chart attached hereto as Exhibit E. 21. PMSL believes and therefore avers that Galway has been paid by the South Middleton Township Municipal Authority for the South Middleton Equipment. 4 22. The retainage is due 30 days after startup of the South Middleton Equipment. 23. PMSL believes and therefore avers that there is or soon will be startup of the South Middleton Equipment such that the retainage is currently due and owing or soon will be due and owing. 24. PMSL has performed all conditions precedent to Galway's duty to make payment to PMSL pursuant to the terms of the South Middleton Purchase Order. 25. PMSL is due contractual interest in the amount of$64,757.27 as of October 13, 2014. 26. The South Middleton Project is a Public Works Project governed by the provisions of the Commonwealth Procurement Code, 62 Pa.C.S.A. §3901, et. seq. 27. Galway has improperly withheld payment from PMSL, in bad faith and in the absence of any good faith claim against the quality of the South Middleton Equipment or services supplied by PMSL, and therefore, pursuant to 62 Pa.C.S.A. §3935(a), Galway is liable to PMSL for a penalty charge of 1% per month. 28. Galway has improperly withheld payment from PMSL, in bad faith and in the absence of any good faith claim against the quality of the South Middleton Equipment or services supplied by PMSL, and therefore, pursuant to 62 Pa.C.S.A. §3935(b), Galway is liable to PMSL for all attorneys' fees and expenses incurred in collecting the amounts due and owing from Galway. WHEREFORE, Plaintiff Philadelphia Mixing Solutions, Ltd. respectfully requests that this Court enter judgment against Defendant Galway Bay Corporation and in favor of Plaintiff in the principal amount of$524,853.69, together with retainage of 5 $84,399.00, interest at the rate of 1 1/2 % per month, penalty at the rate of 1 % per month, attorneys' fees, expenses, and all other appropriate relief. COUNT II PMSL v. LIBERTY MUTUAL ACTION ON PAYMENT BOND — SOUTH MIDDLETON PROJECT 29. Plaintiff incorporates herein by reference paragraphs 1 — 28 set forth above as if set forth herein at length. 30. Liberty Mutual is the surety on the Payment Bond issued for the South Middleton Project in accordance with the Bond Law. A true and correct copy of the Payment Bond for the South Middleton Project is attached hereto as Exhibit F. 31. Galway received and accepted the South Middleton Equipment and all services provided by PMSL. 32. PMSL has performed all conditions precedent to Galway's duty to make payment to PMSL pursuant to the terms of the South Middleton Purchase Order. 33. PMSL is a proper claimant under the Payment Bond. 34. It has been greater than ninety (90) days since PMSL performed the last of the labor and supplied the last of the materials for which it seeks payment. 35. In accordance with the terms of the Payment Bond, PMSL is entitled to pursue a claim against Liberty Mutual for all amounts due and owing for labor and materials supplied to the South Middleton Project. 36. PMSL is due the principal balance of$524,853.69 for the labor and materials it supplied to the South Middleton Project, as reflected on the chart attached hereto as Exhibit E. 6 37. PMSL is due or soon will be due retainage in the amount of$84,399.00 for the labor and materials it supplied to the South Middleton Project, as reflected on the chart attached hereto as Exhibit E. 38. PMSL has performed and satisfied all conditions precedent to Liberty Mutual's duty to make payment to PMSL pursuant to the terms of the Payment Bond. 39. Liberty Mutual is liable to PMSL for all principal and retainage amounts due:and owing or soon to be become due and owing PMSL. WHEREFORE, Plaintiff Philadelphia Mixing Solutions, Ltd. respectfully requests that this Court enter judgment against Defendant Liberty Mutual Insurance Company and in favor of Plaintiff in the principal amount of$524,853.69, together with retainage of $84,399.00, interest at the rate of six (6%) per annum, and all other appropriate relief. COUNT III PMSL v. GALWAY— BREACH OF CONTRACT — ANNE ARUNDEL COUNTY 40. Plaintiff incorporates herein by reference paragraphs 1 — 39 set forth above as if set forth herein at length. 41. On May 23, 2008, PMSL submitted a quote to Galway for vertical turbine mixers and flocculators and related equipment ("Anne Arundel Equipment") to be used at the Arnold Water Treatment Plant Expansion in Anne Arundel County, Maryland. 42. On August 4, 2008, Galway issued a Purchase Order ("Anne Arundel Purchase Order") to PMSL in the amount of$154,139 for the Anne Arundel Equipment. The Anne Arundel Purchase Order incorporated PMSL's May 23, 2008 quote. A true and correct copy of the Anne Arundel Purchase Order and accompanying quote is attached hereto as Exhibit G. 7 43. The Anne Arundel Purchase Order required Galway to pay PMSL within thirty(30) days of the invoice date. 44. The Anne Arundel Purchase Order provided that Galway would pay PMSL a finance charge of 1% per month (12% per annum) on all past due amounts. 45. The Anne Arundel Purchase Order provided that Galway would pay PMSL retainage 30 days after startup of the Anne Arundel Equipment. 46. In accordance with the terms of the Anne Arundel Purchase Order, PMSL supplied and delivered the Anne Arundel Equipment to Galway. 47. PMSL invoiced Galway on December 28, 2009 in the amount of$152,639. A true and correct copy of the December 28, 2009 invoice for the Anne Arundel Project is attached hereto as Exhibit H. 48. Galway paid PMSL $137,375.10 on March 2, 2010, leaving a retainage balance of$15,263.90. 49. PMSL invoiced Galway on October 13, 2010 in the amount of$1,500 for the start up of the Anne Arundel Equipment, which was the remaining amount to be billed on the original Purchase Order amount of $154,139. A true and correct copy of the October 13, 2010 invoice for the Anne Arundel Project is attached hereto as Exhibit 1. 50. Start up of the Anne Arundel Equipment was completed on or about of October 13, 2010, and the retainage of$15,236.90 and start up invoice of$1,500 were due by on or about November 12, 2010. 51. PMSL has performed all conditions precedent to Galway's duty to make payment to PMSL pursuant to the terms of the Anne Arundel Purchase Order. 8 52. Galway has failed to make payment of the retainage of$15,236.90 and start up invoice of$1,500 and is in breach of its payment obligations. 53. PMSL is due contractual interest at the rate of 1% per month from November 12, 2010 on the outstanding balance due on the Anne Arundel Project. WHEREFORE, Plaintiff Philadelphia Mixing Solutions, Ltd. respectfully requests that this Court enter judgment against Defendant Galway Bay Corporation and in favor of Plaintiff in the principal amount of$16,736.90, together with interest at the rate of 1% per month, costs, and all other appropriate relief. COUNT IV PMSL v. GALWAY— BREACH OF CONTRACT— BLOOMSBURG 54. Plaintiff incorporates herein by reference paragraphs 1 — 53 set forth above as if set forth herein at length. 55. On August 5, 2008, PMSL submitted a quote to Galway for rapid mixers, flocculators, induction units and related equipment ("Bloomsburg Equipment") to be used at the Waste Water Treatment Plant in Bloomsburg, Pennsylvania. 56. On September 5, 2008, Galway issued a Purchase Order ("Bloomsburg Purchase Order") to PMSL in the amount of$55,000 for the Bloomsburg Equipment. A true and correct copy of the Bloomsburg Purchase Order is attached hereto as Exhibit J. 57. The Bloomsburg Purchase Order provided that Galway would pay PMSL retainage 30 days after successful startup. 58. In accordance with the terms of the Bloomsburg Purchase Order, PMSL supplied and delivered the Bloomsburg Equipment to Galway. 9 59. PMSL invoiced Galway on August 12, 2009 in the amount of$52,070. A true and correct copy of the August 12, 2009 invoice for the Bloomsburg Project is attached hereto as Exhibit K. 60. Galway paid PMSL $46,863 on November 6, 2009, leaving a retainage balance of$5,207. 61. PMSL invoiced Galway on July 30, 2010 in the amount of$2,930 for services related to the Bloomsburg Equipment. A true and correct copy of the July 30, 2010 invoice for the Bloomsburg Project is attached hereto as Exhibit L. 62. Galway paid PMSL $2,637 on November 9, 2010, leaving a retainage balance of$293. 63. Successful start up of the Bloomsburg Equipment was completed on or about November 9, 2010, and the retainage of$5,500 became due on or about December 9, 2010. 64. PMSL has performed all conditions precedent to Galway's duty to make payment to PMSL pursuant to the terms of the Bloomsburg Purchase Order. 65. Galway has failed to make payment of the retainage of$5,500 and is in breach of its payment obligations. 66. The Bloomsburg Project is a Public Works Project governed by the provisions of the Commonwealth Procurement Code, 62 Pa.C.S.A. §3901, et. seq. 67. Galway has failed to properly pay PMSL the retainage due and owing on the Bloomsburg Purchase Order and PMSL is entitled to interest at the rate provided for in 62 Pa.C.S.A. §3932(c). 10 68. Galway has improperly withheld payment from PMSL, in bad faith and in the absence of any good faith claim against the quality of the Bloomsburg Equipment or services supplied by PMSL, .and therefore, pursuant to 62 Pa.C.S.A. §3935(a), Galway is liable to PMSL for a penalty charge of 1% per month. 69. Galway has improperly withheld payment from PMSL, in bad faith and in the absence of any good faith claim against the quality of the Bloomsburg Equipment or services supplied by PMSL, and therefore, pursuant to 62 Pa.C.S.A. §3935(b), Galway is liable to PMSL for all attorneys' fees and expenses incurred in collecting the amounts due and owing from Galway. WHEREFORE, Plaintiff Philadelphia Mixing Solutions, Ltd. respectfully requests that this Court enter judgment against Defendant Galway Bay Corporation and in favor of Plaintiff in the principal amount of$5,500, together with interest at the rate provided for in 62 Pa.C.S.A. §3932(c), penalty at the rate of 1 % per month, attorneys' fees, expenses, and all other appropriate relief. COUNT V PMSL v. GALWAY— BREACH OF CONTRACT— MECHANICSBURG 70. Plaintiff incorporates herein by reference paragraphs 1 — 69 set forth above as if set forth herein at length. 71. On April 7, 2010, PMSL submitted a quote to Galway for mixers, and related equipment ("Mechanicsburg Equipment") to be used at the Mechanicsburg Wastewater Treatment Plant Upgrade in Mechanicsburg, Pennsylvania. 72. On May 24, 2010, Galway issued a Purchase Order ("Mechanicsburg Purchase Order") to PMSL in the amount of$19,000 for the Mechanicsburg Equipment. 11 A true and correct copy of the Mechanicsburg Purchase Order is attached hereto as Exhibit M. 73. The Mechanicsburg Purchase Order provided that Galway would pay PMSL retainage 30 days after successful startup. 74. The Mechanicsburg Purchase Order provided that Galway would pay PMSL a finance charge of 1 per month (12% per annum) on all past due amounts. 75. In accordance with the terms of the Mechanicsburg Purchase Order, PMSL supplied and delivered the Mechanicsburg Equipment to Galway. 76. PMSL invoiced Galway on September 12, 2011 in the amount of$18,500. A true and correct copy of the September 12, 2011 invoice for the Mechanicsburg Project is attached hereto as Exhibit N. 77. Galway paid PMSL $16,650 on May 7, 2013, leaving a retainage balance of $1,850. 78. PMSL invoiced Galway on August 9, 2012 in the amount of$500 for services related to the Mechanicsburg Equipment. A true and correct copy of the August 9, 2012 invoice for the Mechanicsburg Project is attached hereto as Exhibit O. 79. Galway paid PMSL $450 on May 7, 2013, leaving a retainage balance of $50. 80. Successful start up of the Mechanicsburg Equipment was completed sometime after May 7, 2013, and the retainage of$1,900 became due sometime after May 7, 2013. 81. PMSL has performed all conditions precedent to Galway's duty to make payment to PMSL pursuant to the terms of the Mechanicsburg Purchase Order. 12 82. Galway has failed to make payment of the retainage of$1,900 and is in breach of its payment obligations. 83. Galway has failed to properly pay PMSL the retainage due and owing on the Mechanicsburg Purchase Order and PMSL is entitled to interest at the rate of 1 % per month. 84. The Mechanicsburg Project is a Public Works Project governed by the provisions of the Commonwealth Procurement Code, 62 Pa.C.S.A. §3901, et. seq. 85. Galway has improperly withheld payment from PMSL, in bad faith and in the absence of any good faith claim against the quality of the Mechanicsburg Equipment or services.supplied by PMSL, and therefore, pursuant to 62 Pa.C.S.A. §3935(a), Galway is liable to PMSL for a penalty charge of 1% per month. 86. Galway has improperly withheld payment from PMSL, in bad faith and in the absence of any good faith claim against the quality of the Mechanicsburg Equipment or services supplied by PMSL, and therefore, pursuant to 62 Pa.C.S.A. §3935(b), Galway is liable to PMSL for all attorneys' fees and expenses incurred in collecting the amounts due and owing from Galway. WHEREFORE, Plaintiff Philadelphia Mixing Solutions, Ltd. respectfully requests that this Court enter judgment against Defendant Galway Bay Corporation and in favor of Plaintiff in the principal amount of$1,900, together with interest at the rate of 1% per month, penalty at the rate of 1% per month, attorneys' fees, expenses, and all other appropriate relief. 13 COUNT VI PMSL v. GALWAY— BREACH OF CONTRACT— BLOOMSBURG MISCELLANEOUS 87. Plaintiff incorporates herein by reference paragraphs 1 — 86 set forth above as if set forth herein at length. 88. On November 1, 2011, Galway issued a Purchase Order ("Miscellaneous Bloomsburg Purchase Order 1") to PMSL in the amount of$1,500 for services related to the Waste Water Treatment Plant in Bloomsburg, Pennsylvania. A true and correct copy of Miscellaneous Bloomsburg Purchase Order 1 is attached hereto as Exhibit P. 89. In accordance with the terms of the Miscellaneous Bloomsburg Purchase Order 1, PMSL supplied the required services to Galway. 90. PMSL invoiced Galway on November 30, 2011 in the amount of $1,500. A true and correct copy of the November 30, 2011 invoice is attached hereto as Exhibit Q. 91. PMSL has performed all conditions precedent to Galway's duty to make payment to PMSL pursuant to the terms of the Miscellaneous Bloomsburg Purchase Order 1. 92. Galway has failed to make payment of the $1,500 due and owing under the Miscellaneous Bloomsburg Purchase Order 1 and is in breach of its payment obligations. 93. On December 15, 2011, Galway issued a Purchase Order ("Miscellaneous Bloomsburg Purchase Order 2") to PMSL in the amount of$10,625 for services related to the Waste Water Treatment Plant in Bloomsburg, Pennsylvania. A 14 true and correct copy of Miscellaneous Bloomsburg Purchase Order 2 is attached hereto as Exhibit R. 94. In accordance with the terms of the Miscellaneous Bloomsburg Purchase Order 2, PMSL supplied the required services to Galway. 95. PMSL invoiced Galway on January 6, 2012 in the amount of$7,625. A true and correct copy of the January 6, 2012 invoice is attached hereto as Exhibit S. 96. PMSL has performed all conditions precedent to Galway's duty to make payment to PMSL pursuant to the terms of the Miscellaneous Bloomsburg Purchase Order 2. 97. Galway has failed to make payment of the $7,625 due and owing under the Miscellaneous Bloomsburg Purchase Order 2 and is in breach of its payment obligations. 98. The Miscellaneous Bloomsburg Projects are Public Works Project governed by the provisions of the Commonwealth Procurement Code, 62 Pa.C.S.A. §3901, et. seq. 99. Galway has failed to properly pay PMSL the amounts due and owing on the Miscellaneous Bloomsburg Purchase Orders and PMSL is entitled to interest at the rate provided for in 62 Pa.C.S.A. §3932(c). 100. Galway has improperly withheld payment from PMSL, in bad faith and in the absence of any good faith claim against the quality of the Miscellaneous Bloomsburg Equipment or services supplied by PMSL, and therefore, pursuant to 62 Pa.C.S.A. §3935(a), Galway is liable to PMSL for a penalty charge of 1% per month. 15 101. Galway has improperly withheld payment from PMSL, in bad faith and in the absence of any good faith claim against the quality of the Miscellaneous Bloomsburg Equipment or services supplied by PMSL, and therefore, pursuant to 62 Pa.C.S.A. §3935(b), Galway is liable to PMSL for all attorneys' fees and expenses incurred in collecting the amounts due and owing from Galway. WHEREFORE, Plaintiff Philadelphia Mixing Solutions, Ltd. respectfully requests that this Court enter judgment against Defendant Galway Bay Corporation and in favor of Plaintiff in the principal amount of$9,125, together with interest at the rate provided for in 62 Pa.C.S.A. §3935(a), penalty at the rate of 1% per month, attorneys' fees, expenses, and all other appropriate relief. COUNT VII PMSL v. GALWAY — BREACH OF CONTRACT— CAMBRIDGE 102. Plaintiff incorporates herein by reference paragraphs 1 — 101 set forth above as if set forth herein at length. 103. On April 11, 2013, Galway issued a Purchase Order ("Cambridge Purchase Order") to PMSL in the amount of$1,200 for services related to the ENR Upgrade in Cambridge, Maryland. A true and correct copy of Cambridge Purchase Order is attached hereto as Exhibit T. 104. In accordance with the terms of the Cambridge Purchase Order, PMSL supplied the required services to Galway. 105. PMSL invoiced Galway on April 26, 2013 in the amount of$1,200. A true and correct copy of the April 26, 2013 invoice is attached hereto as Exhibit U. 16 106. PMSL has performdd ail conditions precedent to Galway's duty to make payment to PMSL pursuant to the terms of the Cambridge Purchase Order. 107. Galway has failed to make payment of the $1,200 due and owing under the Cambridge Purchase Order and is in breach of its payment obligations. WHEREFORE, Plaintiff Philadelphia Mixing Solutions, Ltd. respectfully requests that this Court enter judgment against Defendant Galway Bay Corporation and in favor of Plaintiff in the principal amount of$1,200, together with interest, costs, and all other appropriate relief. McNEES WALLACE & NURICK LLC onathan H. Rudd I.D. No. 56880 100 Pine Street P.O. Box 1166 Harrisburg, PA 17108 (717) 237-5405 (phone) (717) 260-1737 (fax) jrudd@mwn.com Attorneys for Plaintiff Philadelphia Mixing Solutions, Ltd. Date: October , 2014 17 VERIFICATION I, Shawn M Rauchut, Chief Financial Officer of Plaintiff Philadelphia Mixing Solutions, Ltd., verify that the statements made in the foregoing Complaint are true:and correct to the best of my knowledge, information and belief. In making this verification, I am relying on my attorneys' advice. The wording of this document is that of my attorneys and not my own. I understand that false statements herein are made subject to the penalties of 18 PA.C.S. §4904, relating to unsworn falsification to authorities. Shawn M Rauchut Date: October 13, 2014 EXHIBIT A PURCHASER: PURCHASE ORDER Purchase Order Number. 30681 Galway Bay Corporation(GBC) Project Number: 30118 F.O.B,point: Job Site 3931 School Road South Jeannette,PA 15644 Submlllals Sets: 10 Sets 724.325-1035 Dale: 4/22/2013 724-326-1276 FAX Requisitioned by: Gregory R Maynard Supplier/Manufacturer Terms Net 30 following Attn:Jack Barnes payment from owner Shipping Schedule to be as per Philadelphia Mixing Solutions not to exceed 180 days Galway Bay Corporation's Schedule, 1221 East Main Street from shipment. Please note further shipping Palmyra,PA 17078-9618 instructions tinder the conditions 717-832-8810 section,which Is at the bottom 717.304-7826 Cell of this form. ba es i ixers.co Owner and Project Description South Middleton Township Municipal Authority General Construction Contract Number Rebid of Contract 1-General Construction Engineer Glace Associates Bid Date December 6,2012 Suppller/Manufacturer Quote Number 048764 Dated December 6,2012 Description Provide Section 11348 Aerobic Digester Equipment per specificallons,drawings✓3,quote Price: S 841,000.40 Delivered Cond(lions: The Supplier/Manufacturer shall comply with and assure Owner and Galway Bay Corporation compliance with,any lays or regulations of the Commonwealth of Pennsylvania or the United States ofAmerioa specifying or restricting the origln or manufacture of products,including but not limited to,the Steel Products Procurement Act,(act of March 3,1978,73 P.S.Section 1881 at seq.) Any steel products used or supplied in the performance of the above contractor subcontracts thereunder shall be from steal made in the United States. No payment will be made unlit a notarized statement of compliance Is provided and accepted by Galway Say Corporation and the Owner, The manufacturer shall comply with the American Recovery and Reinvestment Act of 2009(ARRA)- Buy American Certification. No payment will be made until statement of compliance with ARRA is provided and eocepted. We are reserving the right to backcharge the suppltertmanufaclurer If a submittal requires more than two review cycles, Retainage ten percent until final start-up of complete system,retainage released 30 days follovdng start-up. Purchase Order contingent upon approved shop drawings,If shop drawings are not approved by engineer and Galway Bay Corporation for whatever reason purchase order Is void and Galway Bay Corporation will not accept damages of any kind. . Purchase order Item must be as per approved submittal or approved as noted,if not,Galway Bay Corporation%,411 not pay for Item until replaced as per approved submiltel or approved as noted. A 24 hour faxed notice is required for all deliveries,the shipper must contact GBC's main office at 724-325-1276(FAX)to arrange deliveries. Delivery hours are 8:00 a.m.to 3:30 p.m.,Monday through Friday. Its 24 hour notice is not given via fax and returned signed by GBC,vie vrlll not accept delivery. Materials shipped not according to schedule will not be paid for until Installed or as stated in schedule. Shipper must bring cargo to tollgate of truck. GBC wilt not assist the truck driver in anyway to perform this task. Damaged goods maybe accepted.-damage will be noted on bill of lading,a dollar amount will be withheld from payment to Suppller/Manufacturer until replaced In kind by Supplier/Manufacturer. If damage occurred inside of crate or concealed at the time of delivery and not noted on bill of lading the Supplier/Manufacturer will replace in kind at a Islet date. A dollar amount may be withheld until replaced in kind. ol Gregory 3 g ry ynard-Purchaser Dae uthorized Sign to -S pplia a of clurer Dale Gsi a d alwa - a cor ,co alum one slgnedco y a" The r�.�MAIN,.�-k. TM i�®I�,�t--�� 1221 East Main Street• Palmyra, PA 17078 Phone: 717.832.2800• Fax: 717.832.1740 www.philamixers.com LK Family of Companies Excellence by tradition, optimization by design, Date: December 5 2012 No.of Pages: 7 To: All Bidders From: Jack Barnes Company: Phone No.: 717.832.88-10 Phone No.: Fax No.: 717.832.1748 Fax No.: Emall Address: I lbarnesfthilamixors.com CC: John TreTL[ay,Christopher Knecht Sub ect: 048764 South Middleton PA-Section 11348-Aerobic Digester Equipment Dear Mr. Bidder: Philadelphia Mixing Solutions is pleased to offer its equipment. if you have any questions or concerns about our offering, please don't hesitate to contact us. Mixers Support Bridges and Baffles Second Cell Digester Mixers(2 required) Drive: RAVEN 3800 Series,20 rpm Motor: 3 HP,TEFL, Premium Efficient, 1800 RPM,460 VAC,60 Hz,3 phase Shaft; 3.5"diameter,316 Stainless Steel Upper impeller: 9.5' diameter,3 Bladed ARI-2 Hyperfoll,316 Stainless Steel Mounting: Pedestal Mounted Limit Ring: 304 Stainless Steel Anchor Bolts: Not Included,To be provided by Contractor Spare Parts: None Recommended SunAort Bridges and Walkways for Second Cell Mixers(2 required) Main Beams: W beams, Epoxy Coated Carbon Steel Cross Braces: C Channel, Epoxy Coated Carbon Steel Grating: Aluminum Toe Kicks: Structural Aluminum Hand Ralls: Structural Aluminum Anchor Bolts: Not Included,to be provided by Contractor Notes: Electrical Conduit Is to be provided by Others -tank Baffles for Second Cell Mixers(8 required,four per tank for two tanks)" Baffle Plates: 27"wide x 204"Overall Length, Flat Plate,304 Stainless Steel Support Braces: Welded Angle,304 Stainless Steel Hardware: 304 Stainless Steel Nuts, Bolts,and Washers Anchor Bolts: Not Included-Provided by Contractor Confidential/Proprietary Page 1 11/27/2012 Not to be Disseminated Without Prior Written Consent From Philadelphia Mixing Solutions, Ltd. Third and Fourth Cell Diaester Mixers(4 required) Drive: RAVEN 3800 Series,20 rpm Motor: 5 HP,TEFC, Premium Efflclent, 1800 RPM,460 VAC,60 Hz, 3 phase Shaft: 3.5"diameter,316 Stainless Steel Upper Impeller: 10.083' diameter,3 Bladed ARI-2 Hyperfoll,316 Stainless Steel Lower Impeller: 5.25'diameter,Curved Blade Turbine,316 Stainless Steel Mounting: Pedestal Mounted Limit Ring: 304 Stainless Steel Anchor Bolts: Not Included-Provided by Contractor Spare Parts: None Recommended Support Bridges and Walkways for Third and Fourth Cell Mixers(4 required) Main Beams: W beams,Galvanized Steel Cross Braces: C Channel,Galvanized Steel Grating: Aluminum Toe Kicks: Structural Aluminum Hand Ralls: Structural Aluminum Anchor Bolts: Not Included-Provided by Contractor Notes: Electrical conduit Is to be provided by others. In-tank Baffles for Third and Fourth Cell Mixers(16 required,four per tank for four tanks) Baffle Plates: 34"wide x 204"Overall Length, Flat Plate,304 Stainless Steel Support Braces: Welded Angie,304 Stainless Steel Hardware: 304 Stainless Steel Nuts, Bolts,and Washers Anchor Bolts: Not Included-Provided by Contractor Aeration Diffusers Scope of Supply includes all components downstream from the top connection (a-150 mm above WD) of 304L SS drip pibe with SS van-stone SS follower loose flange. Desf n Data: Parameter Zone#1 Zone#2 Zone#3 Zane#4 voluma 00) 5,400 10,800 16,200 16,200 30SCFM/1000ff3 0.03 0.03 0.03 0.03 Alrflow(SCFM) ±160 ±320 +480 ±480 4mm holes[Orlfices] 1 40 80 120 120 Airflow/diffuser ±4 ±4 ±4 ±4 Confidential/Proprietary Page 2 11/27/2012 Not to be Disseminated Without Prior Written Consent From Philadelphia Mixing Solutions, Ltd. Each Aerobic Digester/Sludge Tank Train consists of four(4)Zones as detailed below, 304LSS Sch.10,Drop pipe approx t20'long 304LSS Sch.10,Manlfold 304LSS Sch.10 Header 4mm Zone 304ss Notes on Size 304SS SS Size/ 304SS SS Size/ SS header Supports Coupling Length Supports Coupling Length Serpentine Couplings Supports #1 04" 3 1 03"/10' 2 - 03"/60' 10 4 40pcs #2 06" 3 1 06120' 3 04760' 10 4 80pcs #3 06" 3 1 04'125' 4-MDS 1 04785' 16-MDS 6 120pcs #4 06" 3 1 04"/26' 4-MD$ 1 NNW 16-MDS 6 i20pcs Notes: 1) MDS denotes Medium Duty Supports supplied to strengthen grid piping local to mixers. 2) All Drop pipe and manifold supports contain �'/2'threaded rods with adhesive anchors. Price.. ...........LOT US$To Follow Shipping is quoted FOB Palmyra, PA with freight to the job site included. Start-up Assistance Start up assistance Is included as required for all equipment,and will be provided by our factory representative. Exceptions and Clarifications to Sgedfications Anchor Bolts for all equipment are to be provided by the contractor.Anchor Bolts are not included In PMSL scope of supply. Designs are based on the specification requirements for process performance and mechanical design. Minor manufacturing or design details between PMSL's standard equipment and the specifications are not specifically described herein. PMSL's standard mixer designs will be supplied for this project. No additional spare parts beyond ihose specifically described above are Included or recommended. No lubricants are included in PMSL scope of supply. PMSL will supply our factory technician for startup assistance and training purposes as described above.Any additional services will be billed at PSML's standard rate plus any incurred additional expenses. No provisions for Independent Inspection or testing are included In PMSL scope of supply. PMSL providing an Independent service would create a conflict of interest.Any independent Inspection body must be provided by the contractor or owner. Confidential/Proprietary Page 3 11/27/2012 Not to be Disseminated Without Prior Written Consent From Philadelphia Mixing Solutions, Ltd. Items Not Included In Philadelphia Mixers Scope of Sul2p1y_or Pricing Only those Items explicitly described previously are included in our scope of supply.The following Items are not included in our pricing: tanks,sub-base plates, platforms;lubricants;motor controls or starters;wiring; conduit or other electrical components not explicitly described in this quotation;hold down hardware;; Installation;field service,state or local taxes;or field or finish painting. Allnon-wetted parts will be shipped with Philadelphia Mixing Solutions(PMSL's)factory paint,suitable for use as a finish coat. All touch-up and additional finish coats are to be applied in the flaid by others.Wetted parts, of 304 or 316 stainless steel will not be painted. Warranty Our mechanical warranty for this Project will be 12 months after startup,and not to exceed 18 months after shipment. We agree to repair or replace any mixer component supplied by PMSL that,during the warranty period,fails because of defects In materials or defects caused by factory workmanship. Unless agreed to elsewhere we warrant our products to be suitable for fit,form and function.This warranty is based upon proper storage, Installation according to Instructions,and proper maintenance after start-up. Our service manuals will detail the procedure to be used. Extended warranties are available upon request for a small fee. Diffuser warranty does not cover performance of the diffusers,in particular, clogging of orifices. Drawings.Submittal.aand Delivery Sche,ule Drawings and data for approval can be supplied approximately 4 weeks after receipt and entry of your Purchase Order. Drawing lead time Is to be confirmed at lime of Order Entry;subject to current Engineering Load. Shipment of the equipment can be made approximately 12--16 weeks after receipt of a release for fabrication. Manufacturing lead time is to be confirmed at drawing approval and full release to manufacturing; subject to current shop load. Terms and Conditions of Sale Prices quoted are good for 30 days of this quotation and our not being forced to withhold delivery no later than 120 days of acceptance of an order,after which are subject to review. Beyond 30 days of acceptance, the prices quoted are subject to escalation per MSPS International Ltd,located at httpJ/www.maps.co.ukAndex.htm. For purposes of this escalation clause 65%of the quoted price will be deemed material subject to escalation.The final adjustment will be based on comparing the Index at the point of release to manufacture(1.e.12 weeks prior to requested delivery)and today's date. Depending on the system or project scope, at the time an order is placed we reserve our right to require a deposit and or progress payments at time of drawing submittal, release for fabrication and prior to shipment. In cases where buyer's credit standing deteriorates from the time of order acceptance by seller,seller reserves the right to redress terms of credit. This quotation is subject to the Terms_and Conditions of Sale, as outlined on the attached. This quotation will become a part of any Purchase Order Agreement between Philadelphia Mixing Solutions and the successful Buyer or Contractor. Offering Basis Please note that our offering, as described herein, is based upon the contents of the Project Specifications, as originally Issued but In no way constitute an acceptance-of same. Additionally,submittals that authorize a Confidential/Proprietary Page 4 11/27/2012 Not to be Disseminated Without Prior Written Consent From Philadelphia Mixing Solutions, Ltd. release for fabrication shall constitute acceptance on the part of buyer and engineer.Should the contents of any other addenda(or applicable documents) have an affect on our offering,we reserve the right to modify our offering(and pricing)accordingly, We request your cooperation In keeping us abreast of all changes to the Cantract Documents. please notify our Sales Office of any changes. Philadelphia Mixing Solutions thanks you for this opportunity to work with you on this project. Should you have any questions,please do not hesitate to contact us. Regards, Jack Barnes Application Engineer Philadelphia Mixing Solutions. 717.832.8810 NOTICE The Materials contained in this presentation are deemed confidential and proprietary worn product of Philadelphia Mixing Solutions,Ltd. Any reproduction,distribution,or sharing of the contents,in whole or in part,with an individual or entity other than the direct recipient of this material,its authorized agents,or employees Is strictly prohibited. Philadelphia Mixing Solutions, Ltd.retains all rights herein. ©Philadelphia Mixing Solutions, Ltd,2012 Confidential/Proprietary Page 5 11/27/2012 Not to be Disseminated Without Prior Written Consent From Philadelphia Mixing Solutions, Ltd. PHILADELPHIA MIXING SOLUTIONS,LTD. STANDARD TERMS AND CONDITIONS OF SALE GOVERNING TERMS Those terms and conditions and those stated in Sallora proposal Ofquotall n shall axe'Ustvely govern the transaction of sae of goods between Customer and Phi!adelphls Mixing Solutions,Ltd.,a Pennsylvania Corporation,('sailer"),described on the front side of this form,pIovlded that any terms act forth on the front side hereof or in SoNes quolation which differ from,conflict with or add to the terns sol forth below shall govern.Seller hereby objects to ony additlonai,conflicting or different forms or conditions Proposed by Customer prior or subsequent to the data hereof,Including any such terms or cerd:tions contained in the Customer's order or other Customer document. Acceptance of Soirees offer or counteroffer by acknowledgement is expressly limited to these Terms,which may not be modified except in willing,executed by the President or a Vice President of Seiler. GENERAL Stenographlo and derleal errors are subject to correction.All price lists and discount schedules of Seller are subject to change without notice.Further,unless othetwfse stated on the front side of W-9 form,If the delivery data of a product sold hereunder Is more than three months after the order dale,Seller may assess an additional fee to Compensate Seller for any Increase in raw material costs incurred between The data of order and dale of delivery. PROPRIETARY MATERIAL All specifications,draw?ngs,lechnical data and engineering Information supplied to Customer by Seller constitute 80.'Ges proprietary Intellectual property,shall be used solely in connection with the order,shall not bo dscosed to othersvdthout GVer's written consent and shat)be returned upon request. DISPUTES All disputes,claims or controvardes arising out of or 1n any way refalfng to the safe of products by sellar to Customer shall be governed by Pennsylvania law tvhhoul regard to a¢onfiicls of law principles.If a dispute arises out of or relates to this contract or the breach thereof,and It the disputa cannot be settled through negotiation,the parties agree first to try in good faith to settle the dspuie by mKallon administered by the American Arbitration Association under its Commercial Medlatlon Procedures before resorting to liligation. It aarty faits to respond to a written request for medlatfon vfthtn 30 days after service,or falls to participate In any scheduled mediation conferenco,that party shall be deemed to have waived its right to mediate the Issue In dispute.Madratlon shalt take place via audio or video conference,unless the parties agree to an In-person locallon. The parties hereby consent that venue for any fidgadon concerning We Agreement shWl Ilo In either the U.S.District Court for the Middle District of Pennsylvania,or the Court of Common Pleas of Lebanon County,Pennsylvania and hereby submit to the exclusive jurisdiction of said courts.Interpretation or this Agreement shall be governed in alf respects in accordance with the taws of the Commonwealth of Pennsyfvanta,without regard to Its c011610s of laws provisions,and the parties hereby waive any right to a Jury trial. STANDARDS The standards of the American Gear Manufacturers Association will be used and shatl govern,where appliaabie,in the manufacture of gears and geardrive assembles, unless Belief expressly agrees otherwise to writing. LIMITED WARRANTY Subject to the qualifications set forth below,Selferwaranis that for a period of one year atter delivery to Customer the products sod to Customer:g)will be free from defects In materials and workmanship and(b)in the case of mixers and aerators,wilt be fit to perform the specific function forwh!ch they are Intended.Seller's warranty of fitness to Perform the specific function for which Intended Is expressly conditioned upon:(A)Customer's furnishing to Seller In writing accurate and complete data regarding tho mixing and design conditions under which the products will be used and(B)the use of such products solely under the mixing of design cerdl!ons so described,Seller shag have no responsibility for the accuracy or rellatinhir of specifications,des!gn condi0ons orother data furnished by or on behalf of Customer or the ulumate user. Materials exposed to process are not warranted against eorrosbn or other dolerforatlon due to exposure to vessel contents.Customer Is solely responsible to determine the intogrily of such materials.Sellerwarraois only that O In the case of matedals selected by Customer,the materials used will conform to Cuslomerspec8fcattons or such materials and(if)In the case of matedais not spedf!ed by Customer,the materials shall be Sage's standard materials of construction foroul•of•tank components. Because shall strafghtness can be affected by Improper handling,transportation or storage atter the shaft leaves Sellers premises,this Warranty does NOT EXTEND to shaft straghtness following the point of shipment from Ulees dock.As always,our customers are welcome to witness shaft strelghtness at our facility prier to delivery. Sever shall not be rosponsiGe for any defects In any components(such as gears,shafts,bearings,or motors)furnished by others,and Customer shell look solely to the manuraclurer or supplior of such component for Its exclusive remedy VA respect thereto. Sonora warranties shall be void It the product Is not used strlclly in accordance with all Instructions as to storage,handling,malntenance,lubrication,installation,startup, operation and safety set forth in the manuals and instruction sheets furnished by Seller. At Soirees solo discretion,Soifer may authorize repair ssr*es to be performed by others.Seger shall have no responsibility for repairs made outside Sellers punt unless such repairs aro effected in accordance with Soirees written aulherization and shipped to such other repair facility Wetly in accordance with Sellers Instructions. This limited warranty is exclusive and is In!leu of all Other warranties whatsoever express land Implied,Including but not limited to Implied warranties of merchantability or illness for a particular purpose.Any sample that may be provided by Seller shell not constitute a warranty that the products will conform to the sample.There are no oral statements,promises,representations or other warranties collateral to or affecting this limited warranty. LIMITATIONS OF REMEDIES AND LIABILITIES Seller's sole Ilabiilly and obligation for a breach of the warranty or any other provision of these forms shall be to repair or replace the specific nonconforming products(or part)discovered during the one year warranty period or to credit or refund the purchase price actually paid for such nonconforming products(or part),as Seiler may elect, Such product(or part)shall be shtpped to Seller as specified below undar'Items shipped to Seller,'Wilhout lim:ting the foregoing,under no circumstances shalt Seller be liable for any expenses for removal of aneged!y defective product(or pari)for Inspection,replacement or repalror for Installation costs of repaired or replaced product(or part). Seller's liability on any claim,whether grounded In contract,tort(including negligence),any theory of strict liability or otherwise,of any kind for any loss or damage arising out of or In connection with or resulting from the sale of the products hereunder or the performance or breach hereof or the products or their Confidential/Proprietary Page 6 11/27/2012 Not to be Disseminated Without Prior Written Consent From Philadelphia Mixing Solutions, Ltd. Performance or use Is limited solely and exclusively to the remedlos provided above and no other right or remedy will be ovellable to Customer or to any person or entity.Seller will In no event be liable 10 any person or entity for any Indirect,special,Incidental,consequential,liquidated or punitive damages,any fines or penalties of any kind,any loss of profits or any other economic 1098,whether or not foreseeable,to any person,property or entity,In connection with or arising out 01 the furnishing, performance or use of the products,whether grounded In contract,tort(Including negligence),any theory of striet liability or otherwise. All claims for breach of any of Sellers warranties shall be barred unless Customer mallfle9 Sellar of such breach in writing vAlhln 30 days of 6scovery of the breach. INSPECTIONS AND REJECTIONS Customer shall prompity Inspect alf shipments of material upon delivery for physical defects,cenfomlity to spedficatloru and completeness Including all components neee9sary for Installation and shall notify Seiler In writing of ou defects,nontonfomlitles or missing items wthin 15 days of delivery.Thereafter,the shipment shall be deemed accepted and assumed to be complete and Sellershall have the right to impose additional charges for allegedly miss!ng items later requested by Customer.Defocis not Impairing satisfactory operation of the equipment shall net bo a ground for rejection.Seller reserves the right to inspect allegedly dereewe goods at point of delivery or ship them to a destination of its choice.No material shall be refunded VAthout Sellars written permission. MATERIAL FURNISHED BY CUSTOMER Materials which Customer furnished for Incorporation Into any order shall ba sh!pped as specified below under'items shipped to Sofier'.If material defects aro found by Seller In materials furnished by Customer,Seller may notify Customer and charge it for all expenses Incurred by Seller through the dale of discovery of the defect,it mirror defects can be repaired by Seller,Customer shalt pay exits charges as are necessary to cover repair work.Sh!pment dates for orders where Customer furs shes material are predicated on timely receipt of such material tree from defects.It any material furnished by Customer Is damaged by Seiler,Sellers responsibility shall be limited to the replacement cost of hhe material and Seller shall not be liable for any consequential orino'dentai damages. CANCELLATIONS Orders placed by Customer may not be cancoflodwithout Sellers written consent.It an order is canceled by Customer,Customerwiti Indemnify Seller against all loss, damage or expanse Incurred duo to cance'latbn,including but not limned to the cast of special motorists,rcon•resalabie goods completed or In process,labor,engineering time,overhead,profit and reasonabs allornoys'fees Incurred to collect such losses from Customer. SHIPMENT Unless olhemtse quoted,shipments are F.O.B.Sellers plant.Solera resppoonsiblliy ceases upon delivery to the carrier.Delivery to destination Is not guaranteed by Belief, Claims for loss or damage In transit must be made by Customer against tide carrier.In the absence of shipping rnslnutans,Seller reserves the right to ship al material upon comp!etlon by the common carder of is choice. Shipping dales aro approximato and are based upon all information necessary to commence manufacture.Completion and shipment may be subject to delays due to causes beyond the reasonable control of Seiler or Its supplers,Including,Without limitation,labor disruptions,labor strikes,accidents,unusually severe weather,fires or Other casualties or We of(led or government. DEFennPD SHIPMENTS Shipments may not ire deforred beyond the speciled shipment date ulthout Ssllers wri ten consent When shipping is deferred for Custo nets converdence or due to lack of shipping instmevons,(allure to complete credit arrangements satisfactoryt0 Seller,late delivery Of customer supplied material or other cause amdbuteb'e to Customer, Customershali pay storage charges,Interest and any other expenses Incurred by Setterdue to the delay.Orders on wWoh delivery is deferred shall be invoiced upon complatlon o1 manufaciu10 and are subject to a finance chargo of at the rale of 1(W.per annum from time of invoice. ITEMS SHIPP911 TO SELLER Ali items shipped toSefler(including,without ilmtatlon,hems being shipped for warrantywork,returns of rejected materials,Items being shipped to Seller for frispart and repatrwork and materials furnished by Cus!amer for lnomporetion Into an order shall be shippedsucon as designated by Salle,freight prepa'd by Customer.Wilhout Omitlng iia foregoing,Customer is respon�We for Insuring that all such Items securely end app opda oly be packed and In no event shall Seller be responsible for any loss or damage incurred In shipping any such hem. TAXES If prices are not stated on the front side hereof to include sales,use,excise or other taxes,then when required by law,taxes wilt be billed and collectible as a separate item at rmeof sttpment unless proof of a valid exempJOm satisfactory to the taxing authority is provided to Seller. TERMS OF PAYMENT Linfess otherwise agreed,payment terms are net 3O days from the date of InWce.Invoices are dated upon shipment or,if shipment is defayed by Customer,as of the eomp!elton of manufacture.It payment is not made when due,Customershall pay Sellers finance charge of 1.8%per month.No ratainagos shall be deductible from or vAfhheld by Cuslomor from payments due Seller.Undo(no ctreumslances shall Customer have the right to delay payment until its receipt of payment Confidential/Proprietary Page 7 11/27/2012 Not to be Disseminated Without Prior Written Consent From Philadelphia Mixing Solutions, Ltd. EXHIBIT B PHILADELPHIA Remit To: PO Box 8500-2180*Philadelphia*PA *99178-2180 "- M/X/NG Phone: 717-832-2800 SOLU ��RS jtd. Fax: 717-832-1740 y -- ISO 9001:2000 Certified Invoice: 112826 INVOICE ! Page: 1 of 1 - -- -- --- .- Date: 11/15/2013 Sold To: Ship To: GALWAY BAY CORPORATION GALWAY BAY CORPORATION 3931 SCHOOL ROAD SOUTH South Middletown Township Mun.Auth. JEANETTE PA 15644 345 Lear Lane United States Boiling Springs PA 17007 United States Customer: 101184 Fax: 724-325-1275 EMail: Inv To: GMaynard@galway-baycorp.com PO Number: 30681 Terms: On Receipt of Invoice Sales Order: 58160 Ship Date: 11/15/2013 Packing Slip: 13186 Sales fax ID:25-1861696 I South Middleton Township Terms:Net 30 following payment from owner, not to exceed 180 days from shipment Line Quantity Part Number/Description Revision Unit Price Ext Price. 1 1.00 58160-DIFFUSER - $88,490.00 EA $88,490.00 Line Ref. 1 AERATION DIFFUSER QUOTE#031511 [F] FROM STAMFORM SCIENTIFIC SEE NOTES Due Date:11/15/20 3 Terms: On Receipt of Invoice Invoice SubTotal: $88,490.00 Payment Information: Misc Charges SubTotal: $0.00 Wells Fargo Bank Taxes Sub Total: $0.00 Account Number: 2079950045267 ABA Number: 121000248-Wires INVOICE TOTAL: ABA Number: 031100225-ACH $88,490.00 Swift Code: WFBIUS6S Less Adv Billing/Payment: $0.00 Philadelphia Mixing Solutions LTD Balance Due: $88,490.00 USD Federal Tax ID#27-1329237 PHILADELPHIARemit To: PO Box 8500-2180 *Philadelphia*PA *99178-2980 MIXING Phone: 717-832-28QQ 1SDLUTI0IVS, Ltd. Fax: 717-832-1740 ------- ISO 9001:2000 Certified Invoice: 113118 , 3 ON V Id- x;110, Page:e: 1 of 1 Date: 12/26/2013 Sold To: Ship To: GALWAY BAY CORPORATION GALWAY BAY CORPORATION 3931 SCHOOL ROAD SOUTH South Middletown Township Mun. Auth. JEANETTE PA 15644 345 Lear Lane United States Boiling Springs PA 17007 United States Customer: 101184 Fax: 724-325-1275 EMail: Inv To: GMaynard@galway-baycorp.com PO Number: 30681 Terms: CREDIT HOLD Sales Order: 58160 Ship Date: 12/26/2013 Packin Slip: 13417 Sales Tax ID:25-1861696 (updated 2/09) Terms Net 30 following payment from owner, not to exceed 980 days from shipment J _,tlt,.��.y,�,,,.v.s x... ,s.._ _ ..._.�...c�.vnY.x.........n..._. .>,x,.v.s ,_i�_.T-::^'✓k».x.r....y.:;�;< u.'�' `aA...�:-.��.�c3�;s:c:,,u...,,.�«u,��.0�'Fw..�...,G:� lF�rt 1 2.00 90275-1049 - $37,170.00 EA $74,340.00 Line Ref. 1 BRIDGE/STAIR&GUARDRAIL ASSY 3855-PTOS FOR S/N#13DEP0435-2 2 4.00 90275-1051 - $48,245.00 EA $192,980.00 Line Ref. 2 BRIDGE/STAIR&GUARDRAIL ASSY 3855-PTOS FOR S/N#13DEP0437-2& 13DEP0439-2 Due Date'.1226/20 !t 3 C �, la iy�a fuz1%3 ft r zk { PIE 1 rHi7 a 4g i s n v r Terms: CREDIT HOLD Payment information: o t}p Wells Fargo Bank �- Account Number: 2079950045267 ABA Number: 121000248-Wires ABA Number: 031100225-ACH Swift Code: WFBIUS6S LessTAdv#311�Inglf'ayettr fi ��, €ham a 00� +' > �' �a Philadelphia Mixing Solutions LTD Yr" $2� 3200 il$ Federal Tax ID#27-1329237 ��- Phone: 717-832-2800 *Philadelphia*PA *99178-2180 Remit To: PO Box 8500-2180 -_ Fax. 717-832-1740 __. S®ill'FIt�NS itd ISO 9001:2000 Certified Invoice: 113099 . '1N��ICE Page: 1 of 2 Date: 12/27/2013 Sold To: Ship To: GALWAY BAY CORPORATION GALWAY BAY CORPORATION 3931 SCHOOL ROAD SOUTH South Middletown Township Mun. Auth. JEANETTE PA 15644 345 Lear Lane United States Boiling Springs PA 17007 United States Customer: 101184 Fax: 724-325-1275 EMail: Inv To: GMaynard@galway-baycorp.com PO Number: 30681 Terms: CREDIT HOLD Sales Order: 58160 Ship Date: 12/27/2013 Packing Slip: 13436 Sales Tax ID:25-1861696 __,�� .._. .� . �.......__,:, (updated 2/09) t�uafyrt N br/ escriptian�' Revision, ,n.. tlr�cr� E�Price' 'me - -,,Wi 2.00 13DEP0435-2-D $45,140.00 EA $90,280.00 Line Ref. 1 3855M-S2-PTOS 86.5:1 3 HP 2 2.00 13DEP0437-2-D $51,990.00 EA $103,980.00 Line Ref.2 3855M-S2-PTOS 86.5:1 5HP 3 2.00 13DEP0439-2-D $51,990.00 EA $103,980.00 Line Ref. 3 3855M-S2-PTOS 86.5:1 5 HP 4 2.00 13DEP0435-2-A - $0.00 EA $0.00 Line Ref.4 WETTED PARTS 316 SST 5 2.00 13DEP0437-2-A - $0.00 EA $0.00 Line Ref. 5 WETTED PARTS 316 SST 6 2.00 13DEP0439-2-A - $0.00 EA $0.00 Line Ref.6 WETTED PARTS 316 SST f )' ; PHILADELPHIA� Remit To: PO Box 8500-2180*Philadelphia*PA *19178-2180 "' Phone: 717-832-2800 � MIXING Fax: 717-832-1740 ISO 9001:2000 Certified Invoice: 113099 INVOICEPage: 2 of —_ - - - Date: 12/27/2013 Line Quantity Part Number/Description Revision Unit Price Ext Price D r c ue Date:12/27 2013 Terms: CREDIT HOLD Invoice SubTotal: $298,240.00 Payment Information: Misc Charges SubTotal: $0.00 Wells Fargo Bank Taxes Sub Total: $0.00 Account Number: 2079950045267 ABA Number: 121000248-Wires INVOICE TOTAL: ABA Number: 031100225-ACH $298,240.00 Swift Code: WFBIUS6S Less Adv Billing/Payment: ($90,280.00) Philadelphia Mixing Solutions LTD Balance Due: $207,960.00 USD Federal Tax ID#27-1329237 ' PHILADELPHRemit To: PO Box 8500-2180*Philadelphia*PA *19178-2180 MIX/NG Phone: 717-832-2800 � SOLUTIONS Fax: 717-832-1740 IONS, Ltd. ISO 9001:2000 Certified Invoice: 113112 INVOICEPage: 1 of 1 - _ Date: 12/30/2013 Sold To: Ship To: GALWAY BAY CORPORATION GALWAY BAY CORPORATION 3931 SCHOOL ROAD SOUTH South Middletown Township Mun. Auth. JEANETTE PA 15644 345 Lear Lane United States Boiling Springs PA 17007 United States Customer: 101184 Fax: 724-325-1275 EMail: Inv To: GMaynard@galway-baycorp.com PO Number: 30681 Terms: CREDIT HOLD Sales Order: 58160 Ship Date: 12/30/2013 Packing Slip: 13453 Ta Sales x ID:25-1861696 (updated 2/09) South Middleton Township Terms:Net 30 following payment from owner, not to exceed 180 days fr_om shiment Line Quantity Part Number/Description Revision Unit Price Ext Price;. 1 8.00 13DEP0435-2-BAFFLES - $6,365.00 EA $50,920.00 Line Ref. 1 BAFFLES FOR STAGE STAGE(S/N#0435) 2 16.00 13DEP0437-2-BAFFLES Q $7,840.00 EA $125,440.00 Line Ref. 2 BAFFLES FOR STAGE STAGE 3 AND 4 (S/N 0437& 0439) Due ate:12/30 2013 Terms: CREDIT HOLD Invoice SubTotal: $176,360.00 Payment Information: Misc Charges SubTotal: $0.00 Wells Fargo Bank Taxes Sub Total: $0.00 Account Number: 2079950045267 ABA Number: 121000248-Wires INVOICE TOTAL: ABA Number: 031100225-ACH $176,360.00 Swift Code: WFBIUS6S Less Adv Billing/Payment: $0.00 Philadelphia Mixing Solutions LTD Balance Due: $176.360.00 USD Federal Tax ID#27-1329237 PHILADELPHIA— Remit To: PO Box 8500-2180*Philadelphia*PA *19178-2180 MIXING Phone: 717-832-2800 Fax: 717-832-1740 SOLUTIONS, Ltd, ISO 9001:2000 Certified Invoice: 113156 INV0-ICE Page: 1 of 1 - _ ... Date: -� 1/2/2014 Sold To: Ship To: GALWAY BAY CORPORATION GALWAY BAY CORPORATION 3931 SCHOOL ROAD SOUTH South Middletown Township Mun. Auth. JEANETTE PA 15644 345 Lear Lane United States Boiling Springs PA 17007 United States Customer: 101184 Fax: 724-325-1275 EMail: Inv To: GMaynard@galway-baycorp.com PO Number: 30681 Terms: CREDIT HOLD Sales Order: 58160 Ship Date: 1/2/2014 Packing Slip: 13456 Sales Tax ID:25-1861696 (updated 2/09) South Middleton Township Terms:Net 30 following p�yment from owner, not to exceed 180 days from shipment Line Quantity . Part Number/Description Revision Unit Price Ext Price, 1 1.00 MISCELLANEOUS - $13,580.00 EA $13,580.00 Line Ref. 1 PRICE ADDER FOR Bump Ring Assemblies FOR EACH MIXER Due Date:1/2 2014 Terms: CREDIT HOLD Invoice SubTotal: $13,580.00 Payment Information: Misc Charges SubTotal: $0.00 Wells Fargo Bank Taxes Sub Total: Account Number: 2079950045267 $0.00 ABA Number: 121000248-Wires INVOICE TOTAL: $13,580.00 ABA Number: 031100225-ACH Swift Code: WFBIUS6S Less Adv Billing/Payment: $0.00. Philadelphia Mixing Solutions LTD Balance Due: $13.580.00 USD Federal Tax ID#27-1329237 PHILAA Eli ffjqA Remit To: Po eox 8500-2180*Ph" AUXING Phone: 717-832-2800 Philadelphia PA *19178-2180 SOIUT/QNS� Ltd_. Fax: 717-832-1740 ISO 9001:2000 Certified Invoice: 113496 INVOICE Sold To: :. - ! Page: 1 of 1 -_ _ - `` Date: 2/27/2014 GALWAY BAY CORPORATION Ship To: 3931 SCHOOL ROAD SOUTH GALWAY BAY CORPORATION JEANETTE PA 15644 South Middletown Township Mun.Auth. United States 345 Lear Lane Boiling Springs PA 17007 United States Customer: 101184 Fax: 724-325-1275 Entail: Inv To: GMaynard@galway-baycorp.com PO Number: 30681 Sales Order: 58160 Terms: CREDIT HOLD Ship Date: 2/27/2014 Sales Tax ID:25-1861696 (updated 2/09) ----•--.-..._,_ South Middleton Township p��,^��---��..y�•.A�--��-^_-����- Terms:Net 30 fol%win Line 'g p�ment from owner, not to exceed 180 days frohipment _Quantity Part Number/Description Revision 1 2.00 :____ �___=_ • 13DEP0435-2-D ��- -----= -_ Umt:Price Line Ref. 1 -- --- Ext_Price; 3855M-S2-PTOS 86.5:13 HP $45,140.00 EA _ $90,280.00 ue Date:2/27/2014 Terms: CREDIT HOLD Payment Information: Invoice SubTotal Wells Fargo Bank Misc Charges SubTotal' $90,280.00 Account Number: 2079950045267 $0.00 ABA Number: 121000248-Wires Taxes Sub Total: ABA Number: 031100225-ACH INVOICE TOTAL: $0.00 Swift Code: WFBIUS6S $90,280.00 Less Adv Billing/Payment: Philadelphia Mixing Solutions LTD $0.00 Federal Tax ID#27-1329237 ' -- Balance Due: $90,280.00 USD EXHIBIT C PURCHASER: PURCHASE ORDER Purchase Order Number: 30681 REVISED Galway Bay Corporation(GBC) Project Number: 3068 F.O.B.point: Job Site 3931 School Road South Jeannette,PA 15644 Submittals Sets: 10 Sets 724-325-1035 Date: 9/6/2013 724-325-1275 FAX Requisitioned by: Gregory R Maynard Supplier/Manufacturer Terms Net 30 following Attn:Jack Barnes payment from owner Shipping Schedule to be as per Philadelphia Mixing Solutions not to exceed 180 days Galway Bay Corporation's Schedule. 1221 East Main Street from shipment. Please note further shipping Palmyra,PA 17078-9518 instructions under the conditions 717-832-8810 section,which is at the bottom 717-304-7826 Cell of this form. 'barnes hilamixers.com Owner and Project Description South Middleton Township Municipal Authority General Construction Contract Number Rebid of Contract 1-General Construction Engineer Glace Associates Bid Date December 5,2012 Supplier/Manufacturer Quote Number Q48764 Dated December 5,2012 Description Provide Section 11348 Aerobic Digester Equipment per specifications,drawings"e Price: $ 841,000.00 Delivered $ 2,990.00 Change Order-Modifications as requested by engiener Conditions: The Supplier/Manufacturer shall comply with and assure Owner and Galway.Bay Corporation compliance with,any laws or regulations of the Commonwealth of Pennsylvania or the United States of America specifying or restricting the origin or manufacture of products,including but not limited to,the Steel Products Procurement Act,(act of March 3,1978,73 P.S.Section 1881 et seq.) Any steel products used or supplied in the performance of the above contract or subcontracts thereunder shall be from steel made in the United States. No payment will be made until a notarized statement of compliance is provided and accepted by Galway Bay Corporation and the Owner. The manufacturer shall comply with the American Recovery and Reinvestment Act of 2009(ARRA)- Buy American Certification. No payment will be made until statement of compliance with ARRA is provided and accepted. We are reserving the right to backcharge the supplier/manufacturer if a submittal requires more than two review cycles. Retainage ten percent until final start-up of complete system,retainage released 30 days following start-up. Purchase Order contingent upon approved shop drawings,if shop drawings are not approved by engineer and Galway Bay Corporation for whatever reason purchase order is void and Galway Bay Corporation will not accept damages of any kind. Purchase order item must be as per approved submittal or approved as noted,if not,Galway Bay Corporation will not pay for item until replaced as per approved submittal or approved as noted. A 24 hour faxed notice is required for all deliveries,the shipper must contact GBC's main office at 724-325-1275(FAX)to arrange deliveries. Delivery hours are 8:00 a.m.to 3:30 p.m.,Monday through Friday. If a 24 hour notice is not given via fax and returned signed by GBC,we will not accept delivery. Materials shipped not according to schedule will not be paid for until installed or as stated in schedule. Shipper must bring cargo to tailgate of truck. GBC will not assist the truck driver in anyway to perform this task. Damaged goods may be accepted,damage will be noted on bill of lading,a dollar amount will be withheld from payment to Supplier/Manufacturer until replaced in kind by Supplier/Manufacturer. If damage occurred inside of crate or concealed at the time of delivery and not noted on bill of lading the Supplier/Manufacturer will replace in kind at a later date. A dollar amount may be withheld until replaced in kind. Nicole Miller Date Authorized Signature-Supplier/Manufacturer Date nmiller alwa -ba Cor .COm Return one signed copy EXHIBIT D PURCHASER: PURCHASE ORDER Purchase Order Number: 30681 REV2 Galway Bay Corporation(GBC) Project Number: 3068 F.O.B.point: Job Site 3931 School Road South Jeannette,PA 15644 Submittals Sets: 10 Sets 724.325-1035 Date: 7/2/2014 724-325-1275 FAX Requisitioned by: Jan Shipley Supplier/Manufacturer Terms Net 30 following Attn:Jack Barnes payment from owner Shipping Schedule to be as per Philadelphia Mixing Solutions not to exceed 180 days Galway Bay Corporation's Schedule. 1221 East Main Street from shipment. Please note further shipping Palmyra,PA 17078-9518 instructions under the conditions 717-832-8810 section,which is at the bottom 717-304-7826 Cell of this form. ibamesa p hilamixers.aOm Owner and Project Description South Middleton Township Municipal Authority General Construction Contract Number Rebid of Contract 1-General Construction Engineer Glace Associates Bid Date December 5,2012 Supplier/Manufacturer Quote Number Q48764 Dated December 5,2012 Description Provide Section 11346 Aerobic Digester Equipment per specifications,drawings"e Price: $ 841,000.00 Delivered $ 2,990.00 Change Order-Modifications as requested by engineer $ (2;234.36) Per attached proposal from GBC $ 841,755,65 Conditions: The Supplier/Manufacturer shall comply with and assure Owner and Galway Bay Corporation compliance with,any laws or regulations of the Commonwealth of Pennsylvania or the United States of America specifying or restricting the origin or manufacture of products,including but not limited to,the Steel Products Procurement Act,(act of March 3,1978,73 P.S.Section 1881 et seq.) Any steel products used or supplied in the performance of the above contract or subcontracts thereunder shall be from steel made in the United States. No payment will be made until a notarized statement of compliance Is provided and accepted by Galway Bay Corporation and the Owner. The manufacturer shall comply with the American Recovery and Reinvestment Act of 2009(ARRA)- Buy American Certification. No payment will be made until statement of compliance with ARRA is provided and accepted. We are reserving the right to backcharge the supplier/manufacturer if a submittal requires more than two review cycles, Retainage ten percent until final start-up of complete system,retainage released 30 days following start-up. Purchase Order contingent upon approved shop drawings,if shop drawings are not approved by engineer and Galway Bay Corporation for whatever reason purchase order is void and Galway Bay Corporation will not accept damages of any kind. Purchase order item must be as per approved submittal or approved as noted;if not,Galway Bay Corporation will not pay for item until replaced as per approved submittal or approved as noted. A 24 hour faxed notice Is required for all deliveries,the shipper must contact GBC's main office at 724-325-1275(FAX)to arrange deliveries. Delivery hours are 8:00 a.m.to 3:30 p.m.,Monday through Friday. If a 24 hour notice is not given via fax and returned signed by GBC,we will not accept delivery. Materials shipped not according to schedule will not be paid for until installed or as stated in schedule. Shipper must bring cargo to tailgate of truck. GBC will not assist the truck driver in anyway to perform this task. j Damaged goods may be accepted,damage will be noted on bill of lading,a dollar amount will be withheld from payment to Supplier/Manufacturer until replaced in kind by Supplier/Manufacturer. If damage occurred inside of crate or concealed at the time of delivery and not noted on bill of lading the Supplier/Manufacturer will replace in kind at a later date. A dollar amount may b. ithheld until replaced in kind. I f U g t Ily lysed by las Shipley 7 DN cn Jan Shipley,o,0u, III.hlpleypc,c=US Date:2014.07.027.02 10:39:39-04,00 l ,.M, s' .✓j ` ...�r Jan Shipley Date AN-,,d ignatt -St pl er/Manufacturer ale ishi le m alwa -ba Cor .CoReturn one "igned copy,., i i i i i i EXHIBIT E GALWAY BAY CORPORATION ACCOUNT SUMMARY INTEREST PRINCIPAL INVOICE PRINCIPAL RETAINAGE START PAYMENT PAYMENT TODAY'S DAYS PAST INTEREST AT UNPAID DATE INVOICE# AMOUNT (10%) DATE AMOUNT DATE DATE DUE 18% INTEREST 11/15/2013 112826 $ 88,490.00 $ 8,849.00 12/15/2013 $ 79,641.00 3/7/2014 82 $ 3,220.55 12/26/2013 113118 $267,320.00 $26,732.00 1/25/2014 $152,861.96 3/7/2014 41 $ 4,864.49 Interest on balance of invoice $87,726.04 10/13/2014 261 $ 11,291.42 $ 11,291.42 12/27/2013 113099 $207,960.00 $20,796.00 1/26/2014 $ - 260 $ 23,998.01 $ 23,998.01 12/30/2013 113112 $176,360.00 $ 17,636.00 1/29/2014 257 $ 20,116.64 $ 20,116.64 1/2/2014 113156 $ 13,580.00 $ 1,358.00 2/1/2014 254 $ 1,530.93 $ 1,530.93 2/27/2014 113496 $ 90,280.00 $ 9,028.00 3/29/2014 198 $ 7,933.76 $ 7,933.76 9/6/2013 CO#1 $ 2,990.00 7/2/2014 CO#2 $ (2,234.35) 7/2/2014 103 $ (113.49) $ (113.49) SUBTOTALS $841,755.65 $84,399.00 $232,503 $ 64,757.27 TOTAL PRINCIPAL OW $524,853.69 (`A3578157:1) EXHIBIT F PAYMENT BOND--CONTRACT I KNOW ALL MEN BY THESE PRESENTS that we, Galway Bay Corporation, 3931 School Road South,Jeannette,PA 15644 as Principal(the"Principal"),and Liberty Mutual Insurance Company, 8044 Montgomery Road., Suite. 150E, Cincinnati, OH 45236 (Mame&Address of Surety) a corporation organized and existing under laves of the stag of Massaebusetts ,as Surety(the"Surety',are held and firmly bound tanto the South Middleton Township Municipal Authority, 345 Lear Laney Boiling Springs, PA 17007 as Obligee(the "Obligee"), as hereinafter set forth, in the full and just sum of Seventeen Million,Nine Hundred Forty-Seven Thousand and 00/100 Dollars ($17,947,000.00), lawfal money of the United States of America, for the payment of which sum we hind ourselves, our heirs, executors, administrators, successors and assigns,jointly and severally, firmly by these presents. WITNESSETH THAT: WHEREAS, tl)e Principal heretofore has submitted to the Obligee a certain proposal dated December:5,7.012 (the`Troposal"),to perform certain work for the Obligee, in connection with the Construction of Wastewater Treatment Plant Upgrade and Expansion — Rebid of Contraet l--General Construction for the South Middleton Township Municipal Authority, pursvrant to plans, specifications and other related documents, which are incorporated into the Proposal by reference (the "Contract Documents"), as prepared by Glace Associates, Inc., Registered Engineers, of Camp Hill,Pennsylvania;and Wl�EREAS, the Obligee is a "Contracting Body"under provisions of Act No.385 of the General Assembly of the Commonwealth of Pennsylvania, approved by the Governor on December 20, 1967,known.as and cited as the"Public Works Contractors'Bond Law of 1967" (the"Act");and WHEREAS, the Act, in Section 3(a), requires that, before an award shall be made to the Principal by the Obligee in accordance with the Proposal, the Principal shall furnish this Bond to the Obligee, with this Bund to become binding upon the award of a contract to the Principal by the Obligee in accordance with the Proposal;and CF-3-1 Z:aSM'rMA(I 13Monzruotiork of Wastmaux7ream ent phra Upgrade and Expansion{11340031`Cont=d Documenu\Execuu d llacumeM- Comunc:t i-GCTayrnend Haunt 2-11-W13Aw\1131003 WHEREAS;it also is a condition of the Contract Documents that this Bond shall be furbished by the Principal to the Obligee; and WHEREAS, under the Contract Documents, it is provided, inter alia, that if the Principal shall furnish this Bond to the Obligee, and if the Obligee shall make an award to the Principal in accordance with the Proposal, then the Principal and the Obligee shall enter into an agreement with respect to performance of such work(the"Agreement"),the form of which Agreement is set forth in the Contract Documents, NOW, THEREFORE,the terms and conditions of this Bond are and shall be that if the Principal and any subcontractor of the Principal to whom any portion of the work under. the Agreement shall be subcontracted, and if all assignees of the Principal and of any such subcontractor, promptly shall pay or shall. cause to be paid, in full, all honey which may be due any claimant supplying labor or materials in the prosecution and performance of the work in accordance with he Contract Documents, including any amendment, the Agreement and in accordance with t extension or addition to the Aglrement and/or the Contract Documents, for material furnished or labor supplied or labor pm-formed,then this Bond shall be void,otherwise,this Bond shall be and shall retrain in force and effect. THIS BOND,.as provided by the Act, shall be solely for the protection of claimants supplying labor or material to the principal or to any subcontractor of the Principal in the prosecution of the work covered by the Agreement, including any amendment, extension or addition to the Agreement. The term "claimant", when used herein and as required by the Act, shall mean any individual,firm, partnershhip, association or corporation. The phrase "labor or materials", when used herein and as required by the Act, shall include public utility swvices and reasonable rentals of equipment,but only for periods when the equipment rented is actually used at,the site of the *ork covered by the Agreement. As required by the Act, the provisions of this Bond shat]be applicable whether or not the material furnished or labor performed enters into and becomes a component part of the public building,public work or public improvement contemplated by the Contract Documents and the Agreement. As provided and required by the Act,the Principal and the Surety agree that any claimant,who has performed labor or furnished material in the prosecution of the work in accordance with the Agmeruent and in accordance with the Contract Documents, including any amendment,extension or addition to the Agreement and/or to the Contract Documents, and who has not been paid therefor, in full, before the expiration.of ninety(90) days after the day on which such claimant performed the last of such labor or furnished the last of such materials for which payment is claimed, may institute an action upon. this Bond, in the name of the claimant, in assumpsit, to recover any amount due the claimant for such labor or material, and may prosecute such action.to final judgment and may have execution upon the judgment; provided, however, that: (a) any oWmant who has a direct contractual relationship with any subcontractor of the Principal,but has no contractual relationship,express or implied,with the Principal,may institute an action upon this Bond only if such claimant first shall have given written notice, served in the manner provided in. the Act,to the Principal,within ninety(90)days from the date upon which such claimant performed CF-3-2 2:\8MTAMA(I l3Y xtT=t!m of wastewater TmXWmvtt Plant upgrade and EvPIn tion(113-104"}1Cnnp ack r7pct,menistExcsnted L►ocv►rtmis- Cnntrttti 1-GC1Psryencat Bond 2.112013.4naU 131003 the last of the labor or furnished the last of the materials for which payment is claimed,stating,with substantial accuracy, the amount claimed and the name of the person for whom the work was performed or to whore the material was famished; and (b) no action upon this Bond shall be +cor=enced after the expiration of one (1) year from the day upon which the last of the labor was performed or material was supplied, for the payment of which such action is instituted by the_ claimant,and (c) every action upon this Bond shall be instituted either in,the appropriate court of the County where the Agreement is to be performed or of such other County as Pennsylvania statutes shall provide, or in the United States district court for the district in which the project,to which the Agreement relates,is situated,and not elsewhere. This Bond is executed and delivered under and subject to the Act, to which reference horeby is made. The Principal and.the Surety agree that any alterations, changes and/or additions to the Contract Documents, and/or any alterations, changes and/or additions to the work to be performed under the Agreement in accordance with the Contract Documents, and/or ani+ alterations, changes and/or additions to the Agreement, anchor any giving by the Obligee of any extensions of time for the performance of the Agreemaxt in accordance with.the Contract Documents,and/or any act of forbearance of either the Principal or the Obligee toward the other with respect to the Contract Documents and the Agreement, and/or the reduction of any percentage to be retained by the Obligee as permitted by the Contract Documents and by the Agreement,shall not release,in any manner whatsoever, the Principal and the Surety, or either of them, or their heirs, executors, administrators, successors and assigns, from liability and obligations under this Bond, and the Surety, for value received, does waive notice of any such alterations, changes, additions, extensions of time,acts of forbearance and/or reduction of retained percentage. If the Principal is a foreig' corporation (incorporated under any laws other than those of the Commonwealth of Pennsylvania) then further terms and conditions of this Bond are and shall be that the Principal or the Surety shall not be discharged from liability on this bond, nor this Bond surrendered until such Principal files with the Obligee a certificate from the: Pennsylvania Department.of Revenue evidencing the payment in full of all bonus taxes,penalties and interest, and a certificate from the Bureau of Employment and Unemployment Compensation of the Pennsylvania Department of Labor and Industry, evidencing the payment of all unemployment compensation, contributions, penalties and interest due the Commonwealth from said Principal or any foreign corporation, subcontractor thereunder or for which liability has accrued but the time for payment has not arrived,all in accordance with provisions of the Act of June 10, 1947, P.L. 493,of the Commonvi ealth of Pennsylvania. PROVIDED, FURTHER, that it is expressly agreed that this Bond shall be deemed amended automatically and immediately, without formal. and separate amendments hereto, upon amendment to the Contract not increasing the contract price more than 20 percennt, so as to bind the PRINCIPAL and the SURETY to the full and faithful performance of the Contract as so amended. The terra "Amendment", wherever used in this BOND and whether referring to this BOND, the Agreement, or the Contract Documents shall include any alteration, addition, extension or modification of any character whatsoever. CF-3-3 Z15MTMn(113)1Constrm¢ttmn of Wastewour?rsmmilt plmt upgmdcand Expansion(113-1003)Tontraet DiocUMWk51EXCGmtRr 170mu[mCtttY- Cottor ct 1-GCftymrmt Bored 2-11-2013.doelt 131003 PROVIDED, FURTHER, that no final settlement between the OWNER and the PRINCIPAL shall abridge the right of any beneficiary hereunder,whose claim may be unsatisfied. IN WITNESS WHEREOF,the Principal and the Surety cause this Bond to be signed,sealed and delivered this .5th day of 20 3 (Individual Prinelpal) Vaitaaess: (SEAL) (Signature of Individual) Trading and doing business as (Partnership Principal) Wi�ess: (Name of Partnership) BY: (SEAL) Partner BY: (SEAL) Partner BY- (SEAL) Partaw BY: (SEAL) _ Partner-, CF-3-4 Z 1SRJ[7v1A(I!3)tConstrucl{tmof WastewaterTrot!?fent Upgrade and 1]cpansioa(]13-100311Convaat D60Um=&,Exeno is- Cawxet 1•GCVVMcr t Bond 2-11.20!3.doelt 131003 I z. (Corporation Principal) Galway Bay Gor2oration (blame of Corporation) ATTEST; BY: President Gregory R. Maynard • {���1t� �retary (CORPORATE SEAL) or(if approttriatel (Name of Corporation.) Witness: IPE ': Authorized Representative Attach appropriate proof,dated as of the same date as the Bond,evidencing authority to execute in behalf of the Corporation (Corporation Surety) Liberty Mutual insurance Gompany (Name of Corporation) Wien Ki.berly L. M s, Witness '0n-Fact ougTay (CORPORATE SEAL) *Attach an appropriate power of attorney,elated as of the same date as the Bond, evidencing the authority of the Attorney-In-Fact to act in behalf of the corporation. CP-3-5 Z:'SMTMA(f 13pr=gft=iva aPWBAc"ta Tnatcmt Plat[ip a6c cost Ex tan t 113-I00311Cantcaet Dt«kwmrntstiEticc utcd Dcseumeatc Camtmact t.GC.P"rn nt Hand 2-11-2D13Aod\1131003 i NOTE: Date of BOND must not be prior to date of Notice of Intent to Award. If CONTRACTOR is partnership,all partners should execute BOND. IMPORTANT. All bonds shall be in the forms prescribed by law or regulation or by the Contract Documents and be executed by such sureties as are named either in the current list.of"Companies Holding Certificates of Authority as Acceptable Reinsuring Companies" as published in Circular 570 (amended) by the Audit Staff Bureau of Accounts, U.S. Treasury Department or on the current edition of the"Surety List" of licensed companies published by the Commonwealth of Pennsylvania Insurance Department, Company Division System. All Bonds signed by an agent must be accompanied by a certified copy of the Authority to act,dated concurrent with the Bond.. CF-3-b Z1SMTUA(113WAnmmnitm of WtutcwaterTrentmrnt flan'Upgmdcrmd Expwion(1134003)\Conuaet Dmumcsgsexauted Documents` Couueat 1.Gc%$y=t Bond 1-11-2013.&CM31003 i THIS POVMR OF ATTORNEY IS NOT YAtI&LINLESS`IT 13 PRINTED ON RED BACKGROUND: This Power of Attom#y limits the acts of those narned herein,and they hkve no authortly to btild thi CoMpiany except In the manner and to the anent heroln stated. Oertiiicats N�,.58a5841 American Fre and Casualty Company.• .;,: ;. .Liberty Mutual Insurance Company The Ohio Casualty Insurance Company West American insurance Company POWER OF ATTORNEY ; -KNOWN ALL PERSONS BY THESE PRESENTS:ItatA.madcan Fire&CasueityCompany and.The Ohio Casualty Insurance Compa,"y are corpprotons dutyorganizedwder the laws of the Slate of New Hampshire,that Liberty Mutual Insurance Company is a corporation duly drgentzed under the lawsof the State&,Massachusetts,and West American irswahce Company is a oorpo.^aftor,duly organized underths laws of the State of Indiana(herein collectively called fhe'Compontes"j prasiva it to and by authority',*,sin set forth does hereby r�mhe.constitute and appoint, Andrew K Teetar Christopher A.Michel-,Dorma J.Price;Douglas P.Taylor,Fanta K.Peaooa Kimberly L.Miles;Varnela V.Lanham all of tlhe,city of.•ChiMestoh' -Slate of WV each individually if itiere be more than one named,Its true and lawful aftomay-in-fac!10 make,execute,6081,acknowledge ond'daliver,forand on its,be;xef as surety and as its act and dead,any and aft undelaldngs,bonds,recogntxanires and other surety obliI;I90 rte,in pursuance of these presents and shall ileac bindingaupanxtite Companlee as If they have been duiy signed by the president and attested by the secretary of the Companies in their own proper persons. It'WITNESS WHEREOF,this Power of Attomey has beer:subscribed by an authonzed of5cer or ot5aal of the Companies and the corporate seals of the Companies have been affixed thereto hs-,y .L—day of Dece ter . —2012 American fIre and Casualty Company ` The Ohio Casually Insurance Company Liberty Mutual Insurance Company r West American Insurance Company .9 13y, STATE OF WASHINGTON+ as Gregory 1h.Davenport,Assistant Secretary COUNTY OF KING ...c On this 5th day of December 2012, before me personally appeared Gregory W.Davenport,who ackrawdedged himself to be the Assistant Secretary of American t y Fire and Casualty Company,Liberty Mutual Insuranco Company,The Ohio Casually Company,and WestAmerican Insurance Company,and that he,as such•being authorized so to do, W execute the foregoing instrument for the purposes Ihereln contained by signing on behalf of the corporations by himself as a duty authorized officer. M IN WITNESS WHEREOF,I have hereunto subsatbod my name and affixed my notarial seal at Seattle,Washington,on the day and year first above wtiitoit. O a CL Mon jFA'�tt '84 Z - a- KD Riley,NoW4Pubiic 41� ° � cc This Power ofAtiorney Is made and executed pursuant to end by authority of the follcwtng Ey-faws and Aaftrizations of American Fire and Casualty Company,The Ohio Ciasuatly Insurance a Company,tibarty Mutual insurance Comparry,and WestArnedcan Insurance Company which resolutions are now In full force end effed reading as follows: '.Q a ARTICLEW-OFFICERS-Section 12.Power of Attorney.Any officer or otherofttcialoftheCorporationauthonzadforthatpurposenwritingbytheChairmanorthePresldentandsublect p �'4 Crst to such limitation as the Chairman or the President may presc ilbe,shall appoint such attomoys-in-fact,as may be necessary to act in behalf of the Corporation to male,execute,seat, . i e acknowledge and deliver as surety any and all undertatdrgls.bonds,reoognirances and other sh.•rety obegations.Such attomeyein-fact,subject to the firr ations set forth kr their respective :p powers of aftomsy,shell have full power to bind the Corporation by their signature and exscutlon of any such instruments and to attach thereto the said of the Corporation. When so o S executed,such instruments shall be as fueling as 9 signed by the President and attested to by the Secretary.Any power or authority granted to any representative or attomay-in-fact under •- LV the provisions of this article may be revoked at any time by the Board,the Chairman,the President or by the officer or officers granting such power or authority. ARTICLE X91 Execution r of Canbads-SECTION 5.Surety Bonds and Undertakings.Any officer of the Company authorized for that purpose In writing try the chairman or the president, "per c 4ir and aub;edt to such limitations as the chairman or the president may prescribe,shall appoint such attorneys-ln-facf,as may be necessary to ad In behalf of the Company to make,execute, C m * C seat,acknowledge and deliver as surety any and all undertakings,hands,racagnizances and other surety obligations. Such atiatrreys•in feat subject to the limitations sot forth In their 4--a? respective powers of attorney,eha(l have full power to bird the domparry by 1 heir algnature.and execution of any such Instruments and to attach thereto the seat of the Company.When so executed such instruments shall be as binding as if signed by the president and attested by to secretary, C aQ Certificate of Designation-The President of the Company,acting pursuant to the Bylaws of the Company,authorizes Gregory W.Davenport,Assistant Secretary to appoint such attomeys-Inrfaa as may be necessary to ad on behalf of the Company to make,execute,seal,ackrivAdge and deliver as surety any and all undertakings,bonds,recogri ances and other surety obllgations. Autborlsaboui-By unanimous consent of the Company's Board of Directors,the Company consents that faceiuoFe or mechanically reproduced signature of any essistard secretary of the Company,wherever appearing upon a certified copy of any power of ettomay issued by the Company In ocinriaMon Wth surety bonds,shall be valid and binding upon fie Company with the same force and effect as though manually affixed. I,David M Can the understgnad Assistant Secretary,of American Fue and Casualty Company,The Ohio Casualty Insurance Company,Liberty Mutual Insurance Company,and West American Insurance Company do hereby card'ythattheoriginal power of afMmeyofwhich the foregoing is a full,true and correct copy of the Power of Attorney executed by said Companies, Is in full fords and s.act and has rot been revoked. IN TESTIMONY WHEREOF,I have hereunto sat my band and fted the seals of said Companies this 5th day of April 20__L3 X By. Lam• David M.Care,?>asdstant Secretary LMS,12879_ae201z 00 of 250 EXHIBIT G 010 PURCHASkft; PlACHASE ORDER Purchase Order Number, 30361A Qaiway Bay Corporatlon(GBC) project Number. 2030 F.O.B.point: Job$Ito P,d.Rom 320,Ainsloy lane P/ount Braddock,PA 16464.0820 00millols$slo: 10 Seto 724.2774282 bate: 4-Aug-08 724-277AZ8.4 Fax RequislUoned by: Greg Maynard Supplierlfdanufaoturor Terms Net SOrofiowAng Arid:Rob Kotohner paymantfrom ovmar $hipping Schedule to be as per Philadelphia iAlxing Solutions - and pot gondillons Galway Bay Corporatlon's Sohodulo, Go Kerehngr Environmental Tachnologlas below, Please note further shipping 8433 Common Brook Road,suite 201 instruotiona undar Ilia conditions Owings Mills,Mt)21117 sootlon,which Is at the bottom 410-531-01165 of this form. 410-01.0461 FAX Awnor and Project Dasariptlon Anne Arundal Geunty Arnold Watot Tremont Plant Expansion Canlract Number FropossI No;1V801801 Project No.;WOO 1200 finginesr Stearns&Wholor,t.tC Bid Date Juno io,2006 SuppliorlhlanufacturcrQuote Numbor 022460 Dated May 23,200& $Irrp To Call for dirsctlotls Affuntlon Rreg Maynard Description Provide VarticalTurbineMixers&Flomulatora pot spocificatton,drnvtings and quoto Frlao; $ 134,139.00 inaluding Fralght Conditions: The SupilVerlManufscturer ahatl comply with and assure Owner and Galwrey Say Corporation compliance with,any laws or reputations of the Commonwaallh of Ponnsylvanip or the tlnItod slates of America opeollyinq or restricting the origin or manufaature of products,Including but notilmlied to,the steel Products ProeuromentAct,(act of March 3,ig7a,73 P.S.section lam at seq.)Any steel products used or supplied to the performance of the above contract or subcontracts thereundorshall be from nidal made In the united States. No payment will be TWO until a notarized statement of compliant¢is pMvlded and accepted by Gaiway Say Corporation and the Croner. Wa nro roserAng the right io baektharpa the suppitedmanvfaoturar ita aubn9dol roqulrss more then two ravtewoyclos. ftetatnage Ion percent until successful start-up,Ro[Aitiga teteasad 36 days following successful aton-up. Nurchttso Crdot oanungent upon approved shop drawings,It shop drawings are not approved by onglnaorand Galway Bay Corporation for whatavarraason purchase order Is vold and Gaf.vay Say Corporation will not accept damogos of tiny kind. . Nv paymentwili be made unless 1e09A apprevad submittal and Qrnlut:lnal O&M, CBAis mustbe submitted Nithln 18 days of approved submittals, Altathad Spod6(Provisions aetlton along with tho oorilreal specifications,addendumsand drawings ata a cor4lUon of this PO. Purchase orderttem must bo as par approved submlllal or approved as noted,if net,behvay Bay Corporation will not pay for lion)until roptaaod 93 per approved subtnhtal orapproved at noted. A 24 hourfaned notico Is required foraii dokvonoa,the shfppor must contact GEC's nnaln offloo of 724.277-4284(FAX)to arrange douverles. Delivery houto aro 8100 a.m.to 3:30 p.m.,Monday lhtough Friday, Ira 24 hour noticels not elven via fokalld rotumed signed by 68C,wa villi not accept delivery. Materials shipped not according to schedule will not be pgld for until Instd0d or 85 stated In eohedvte. ShlppermuetbdngeArgotolailgatoofWxtrvokArager, GBOwill not assist the truck druerinanyway topaddrmthis tesk. Damanad goods pury be saaspted,damage vti9 be rioted on big of 1461119,a Bogor emounl will bo withhold from payment to suppxer/Monvracturer unill replaced in fond by SupplferlManvracturer, If damage occurred inside of sate orconceelod eithe time of delivery end not noted an bill of IsOinq the 9.0 ptlerihSanufacturerttiUl replace In kind at a later date. A doilatamountma bo withheld until replaced In kind. t3' 11ayn rohaser Date Authoditad Signature ppltarllianufaclurer baio Refun)one 419nad co PHILADELPHIA . MIXING W SOLUTIONS Date: May 23,2008 No.of Pages: 7 To: All Bidders From: Jack Barnes Company: Phone No.: 717.832.8810 Phone No.: Fax No.: 717.832.1748 Fax No.: Email Address: jbarnes@pliilaniixers.com CC: Christopher Knecht-PMSL,John Kupke-Kershner Environmental Technologies Subject: Q22460-Arnold,MD- Section 11320 Rapid Mixers and Flocculators Dear Mr. Bidder: Philadelphia Mixing Solutions is pleased to offer its equipment to meet the requirements of specification section 11320. If you have any questions or concerns about our offering,please don't hesitate to contact us. Rapid Mixers (2 required) Drive: UniFirst 4000 Series, 125 RPM Motor: 10 HP, TEFL, Inverter duty, 1800 RPM,460 VAC, 60 Hz, 3 phase Shaft: 2.0" diameter, 316 Stainless Steel Impeller: 33" diameter, 4PBT45 Pitched Blade Turbine, 316 Stainless Steel Flocculators (16 required) Drive: UniFirst 4000 Series, 37 RPM Motor: 10 HP, TEFL, Inverter duty, 1800 RPM, 460 VAC, 60 Hz, 3 phase Shaft: 2.0" diameter, 316 Stainless Steel Impeller: 59" diameter, 3LS39 Hydrofoil, 316 Stainless Steel Price.............................................................................................................................................LOT$To Follow Shipping is FOB Palmyra,PA with freight to the jobsite included in price. Start-up Assistance One (1) trip of one (1) day start up assistance is included, and will be provided by our factory representative. If additional service is desired it may be purchased directly from Philadelphia Mixing Solutions per the standard Field Service Rates. Turn-key Services General contracting and installation services are available upon request. Exceptions NO EXCEPTIONS 1 PHILADELPHIA ,F MIXING SOLUTIONS Clarifications to Specifications VFD's, Anchor Bolts, and Baffles not included in scope of supply. Items Not Included in Philadelphia Mixers Scope of Supply or Pricing Only those items explicitly described previously are included in our scope of supply. The following items are not included in our pricing: tanks;mixer support bridges or structures, sub-base plates, platforms, walkways, structural steel beam or channel supports; handrails; grating; lubricants; motor controls or starters; wiring; conduit or other electrical components not explicitly described in this quotation; hold down hardware; bridge or platform designs or recommendations; installation; field service, state or local taxes; or field or finish painting. Paint All non-wetted parts will be shipped with Philadelphia Mixing Solutions (PMSL's) factory paint, suitable for use as a finish coat. All touch-up and additional finish coats are to be applied in the field by others. Wetted parts, of 304 or 316 stainless steel will not be painted. Warranty Our mechanical warranty for this Project will be 12 months after shipment. We agree to repair or replace any mixer component supplied by PMSL that, during the warranty period, fails because of defects in materials or defects caused by factory workmanship. Unless agreed to elsewhere we warrant our products to be suitable for fit, form and function. This warranty is based upon proper storage, installation according to instructions, and proper maintenance after start-up. Our service manuals will detail the procedure to be used. Extended warranties are available upon request for a small fee. Drawings, Submittal, and Delivery Schedule Drawings and data for approval can be supplied approximately 4 weeks after receipt and entry of your Purchase Order. Drawing lead time is to be confirmed at time of Order Entry; subject to current Engineering Load. Shipment of the equipment can be made approximately 12-16 weeks after receipt of a release for fabrication. Manufacturing lead time is to be confirmed at drawing approval and full release to manufacturing; subject to current shop load. Terms and Conditions of Sale Prices quoted are good for 30 days of this quotation and our not being forced to withhold delivery no later than 120 days of acceptance of an order, after which are subject to review. Beyond 30 days of acceptance,the prices quoted are subject to escalation per MEPS International Ltd, located at http://www.meps.co.uk/index.htm. For purposes of this escalation clause 65% of the quoted price will be deemed material subject to escalation. The final adjustment will be based on comparing the index at the point of release to manufacture (i.e.12 weeks prior to requested delivery) and today's date. 2 PHILADELPHIA �- • MIXING `�' � � SOLUTIONS Depending on the system or project scope, at the time an order is placed we reserve our right to require a deposit and or progress payments at time of drawing submittal,release for fabrication and prior to shipment. In cases where buyer's credit standing deteriorates from the time of order acceptance by seller, seller reserves the right to redress terms of credit. This quotation is subject to the Terms and Conditions of Sale, as outlined on the attached. This quotation will become a part of any Purchase Order Agreement between Philadelphia Mixing Solutions Corporation and the successful Buyer or Contractor. Offering Basis Please note that our offering, as described herein,is based upon the contents of the Project Specifications, as originally issued but in no way constitute an acceptance of same. Additionally, submittals that authorize a release for fabrication shall constitute acceptance on the part of buyer and engineer. Should the contents of any other addenda(or applicable documents) have an affect on our offering, we reserve the right to modify our offering (and pricing) accordingly. We request your cooperation in keeping us abreast of all changes to the Contract Documents. Please notify our Sales Office of any changes. Philadelphia Mixing Solutions thanks you for this opportunity to work with you on this project. Should you have any questions,please do not hesitate to contact us. Regards, &ack carnes Jack Barnes Application Engineer Philadelphia Mixing Solutions 717.832.8810 3 PHILADELPHIA £ MIXING ;r~' SOLUTIONS PHILADELPHIA MIXERS STANDARD TERMS AND CONDITIONS OF SALES The Philadelphia Mixing Solutions ("Seller") quotation accompanying this form is expressly conditioned upon the Customer's agreement to the following terms and conditions except to the extent they have been specifically modified, altered or amended in that quotation. Terms set forth in the quotation which differ from, conflict with or add to those set forth below shall govern. ADDITIONAL TERMS Any additional, different or contradicting terms or conditions contained in the Customer's order or other Customer document shall not be deemed acceptable by Seller unless such acceptance is in writing signed by an authorized representative of Seller and specifically refers to each such term or condition. Seller hereby objects to any additional, conflicting or different terms or conditions in any writing of Customer prior to or subsequent to this document, deems any such terms and conditions unacceptable material alterations and shall not be bound by any such terms and conditions unless approved in writing signed by an authorized representative of Seller. Any agreement or other understanding modifying the conditions of the contract resulting from Seller's acceptance of Customer's order will not be binding upon Seller unless made in writing signed by an authorized representative of Seller. Customer orders received containing additional, different or conflicting terms are subject to Seller's subsequent acceptance by issuance of Seller's formal acknowledgment. GENERAL Stenographic and clerical errors are subject to correction. All price lists and discount schedules of seller are subject to change without notice. Unless otherwise agreed, Seller reserves the right to apply prices in effect at time of shipment. Seller reserves the right to amend the quotation at any time prior to acceptance. Orders are received subject to Seller's acceptance by issuance of Seller's formal acknowledgment. PROPRIETARY MATERIAL All specifications, drawings, technical data or engineering information supplied to Customer by Seller shall be considered proprietary to Seller, shall not be used except in connection with this quotation, or disclosed to others without Seller's written consent, shall remain the property of Seller and be returned upon request. DISPUTES All disputes, claims or controversies arising out of or in any way relating to the sale of products by Seller to Customer, shall be governed by Pennsylvania law, and shall be settled by arbitration in accordance with the rules of Construction Industry Arbitration of the American Arbitration Association with all proceedings to be held in Philadelphia, Pennsylvania. WARRANTY For a period of one year after delivery to Customer, Seller warrants that the products sold to Customer will be free from defects in materials and workmanship, and will perform the particular function for which they are intended.Mixers and aerators are warranted to be fit to perform the function for which they are intended when operated under the specified mixing or design conditions,provided accurate and necessary data have been furnished to Seller in writing by Customer. Seller assumes no responsibility for the accuracy or reliability of specifications, design conditions, or other data furnished by or on behalf of Customer or the ultimate user. 4 PHILADELPHIA MIXING .en", SOLUTIONS Customer selected materials are warranted only to conform with Customer specifications. Materials not specified by Customer shall be Seller's standard materials of construction for out of tank components. Material exposed to process are not warranted against corrosion or other deterioration due to exposure to vessel contents. These warranties shall not be effective if the product or part is not used strictly in accordance with all instructions as to storage, handling, maintenance, lubrication, installation, startup, operation and safety set forth in the manuals and instruction sheets furnished by Seller. The standards of the American Gear Manufacturers Association will be used, and shall govern where applicable, in the manufacture of gears and gear drive assemblies unless Seller expressly agrees otherwise in writing. THE FOREGOING LIMITED WARRANTIES ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LIMITATION OF REMEDIES Customers remedy for breach of any of the forgoing warranties shall be limited to replacement or repair by Seller of any defective equipment or parts discovered during the 1 year warranty period. Such products or parts shall be shipped to Seller F.O.B. Seller's plant or F.O.B. at such other location as may be designated by Seller. Seller shall have the right at its sole discretion to refund the purchase price paid by Customer in lieu of repair or replacement. Without limiting the foregoing, under no circumstances shall Seller be liable for any expenses for removal of allegedly defective equipment or parts or for installation costs of repaired or replaced equipment or parts. All claims for breach of any Seller's warranties shall be barred unless Customer notifies Seller of such breach in writing within 30 days of discovery of the breach. LIMITATION OF LIABILITIES Seller shall not be liable for any liquidated,consequential or incidental damages due to defects in, malfunctions or failure of its products to perform, late delivery of loss of use nor shall Seller's total liability under any circumstances exceed the purchase price of the products sold. Seller shall not be liable for any damage resulting from improper storage or handling following shipment. Seller shall not be responsible for repairs performed by others outside Seller's plant unless such repairs are authorized by Seller in writing in advance. Seller shall not be responsible for any defects in any components such as gears, shafts, bearings, or motors furnished by others. INSPECTIONS AND REJECTIONS Customer shall promptly inspect all shipments of material upon delivery for physical defects, conformity to specifications and completeness including all components necessary for installation and shall notify Seller in writing of all defects, non-conformities or missing items within 15 days of delivery. Thereafter, the shipment shall be deemed accepted and assumed to be complete and Seller shall have the right to impose additional charges for allegedly missing items later requested by Customer. Defects not impairing satisfactory operation of the equipment shall not be a ground for rejection. Seller reserves the right to inspect allegedly defective goods at point of delivery or ship them to a destination of its choice. No material shall be returned without Seller's written permission. 5 PHILADELPHIA -���MIXING SOLUTIONS MATERIAL FURNISHED BY CUSTOMER Materials which Customer furnishes for incorporation into any order shall be shipped F.O.B. Seller's plant freight prepaid by Customer. If material defects are found by Seller in materials furnished by Customer, Seller may notify customer and charge it for all expenses incurred by Seller through the date of discovery of the defect. If minor defects can be repaired by Seller, extra charges as are necessary to cover repair work shall be paid by Customer. Shipment dates for orders where Customer furnishes material are predicated on timely receipt of such material free from defects. If any material furnished by Customer is damaged by Seller, Seller's responsibility shall be limited to the replacement cost of that material and Seller shall not be liable for any consequential or incidental damages. Seller shall have no liability for loss or damage to Customer furnished material caused by unusually severe weather, fire, acts of God, government or other events beyond Seller's reasonable control. CANCELLATIONS Orders placed by Customer may not be canceled without Seller's written consent. Customer agrees to indemnify Seller against all loss, damage or expense incurred due to cancellation including but not limited to the cost of special materials, non-resalable goods completed or in process, labor, engineering time, overhead, profit and reasonable attorneys' fees incurred to collect such losses from Customer. SHIPMENT Unless otherwise quoted, Shipping is FOB Palmyra,PA without freight to the jobsite included in the price. Seller's responsibility ceases upon delivery to the carrier. Delivery to destination is not guaranteed by Seller. Claims for loss or damage in transit must be made by Customer against the carrier. In the absence of shipping instructions, Seller reserves the right to ship all material upon completion by the common carrier of its choice. Shipping dates are approximate and are based upon prompt receipt of an order, and all information necessary to commence manufacture. Completion and shipment may be subject to delays beyond Seller's reasonable control or that of Seller's suppliers, including, without limitation, labor disruptions, labor strikes, accidents, unusually severe weather, fires or other casualties of acts of God or government. DEFERRED SHIPMENTS Shipments may not be deferred beyond the specified shipment date after commencement of manufacture without Seller's written consent. When shipping is deferred for the Customer's convenience, due to lack of shipping instructions, failure to complete agreed or new credit arrangements (due to a change in credit worthiness) satisfactory to Seller or late delivery of customer supplied material, Customer agrees to pay storage charges, interest and any other expenses incurred by Seller due to the delay. Orders on which delivery is deferred shall be invoiced upon completion of manufacture and are subject to finance, insurance, storage and liquidated damage charges. TAXES Prices quoted do not include sales, use, excise or other taxes. When required by law, taxes will be billed and collectible as a separate item at time of shipment unless proof of a valid exemption satisfactory to the taxing authority is provided to Seller. 6 PHILADELPHIA •� MIXING �.,. SOLUTIONS TERMS OF PAYMENT Unless otherwise agreed, payment terms are net 30 days from the date of invoice. Invoices are dated upon shipment or, if shipment is delayed by Customer, as of the completion of manufacture. If payment is not made when due, Customer shall pay Seller a finance charge of 1%per month. No retainages shall be deductible from or withheld by Customer from payments due Seller. Under no circumstances shall Customer have the right to delay payment until its receipt of payment from the ultimate user or other third party. 7 EXHIBIT H pIjAjQElp ,AW'.. Remit To: PO Box 8500-2180 Philadelphia PA 19178-2180 �} Mjx�N� Phone: 717-832-2800 Fax: 717-832-1740 t SOLUTIONS, ltd. ISO 9001:2000 Certified Invoice: 103390 INUt�ICE Page: 1 oft .. ' Date: 12/28/2009 Sold To: Ship To: GALWAY BAY CORPORATION GALWAY BAY CORPORATION 3931 SCHOOL ROAD SOUTH Call For Directions JEANETTE PA 15644 Greg Maynard United States 724-277-4282 ARNOLD MD United States Customer: 101184 Fax: 724-325-1275 EMail: Inv To: GMaynard@galway-baycorp.com PO Number: 3036M Terms: Net 30 Days Sales Order: 50516 Ship Date: 12/28/2009 I Packing Slip: 3459 Sales fax ID:25-1861696 1 (updated 2/09) Line Q t ParE IVumber/�esc p#,on ev,s o, n `�' Un,t dce Ex#I ri e 1 16.00 08UDMO941-16-D - $8,227.30 EA $131,636.76 Line Ref: 1 4040-2-PTO 47.1:1 1.50 HP 2 1.00 Freight A $4,000.00 EA $4,000.00 Line Ref. 2 TO ARNOLD MD 3 1.00 08UDG0939-1-D - $8,501.12 EA $8,501.12 Line Ref. 3 4040-2-PTO 14.0:1 10HP CW ROTATION 4 1.00 08UDG0939-1-A - $0.00 EA $0.00 Line Ref.4 WETTED PARTS 316SST 5 1.00 08UDG0940-1-D - $8,501.12 EA $8,501.12 Line Ref. 5 4040-2-PTO 14.0:1 10HP CCW ROTATION 6 1.00 08UDG0940-1-A . - $0.00 EA $0.00 Line Ref. 6 WETTED PARTS 316SST 7 16.00 08UDMO941-16-A - $0.00 EA $0.00 Line Ref. 7 WETTED PARTS 316SST PHILADELPHIA Remit To: PO Box 8500-2180 *Philadelphia*PA *19178-2180 ' M/XING Phone: 717-832-2800 . : SOLUTIONS Fax: 717-832-1740. ONS, ltd. ISO 9001:2000 Certified Invoice: 103390 INVOICE Page: 2 oft Date: 12/28/2009 CLine Quantity Part Number/Description Revision Unit Price Ext Price Payments Dae CheckRef Amount Mar 02, 2010 0000099385 $137,375.10 Total $137,375.10 Due ate:1/27 2010 Terms: Net 30 Days Invoice SubTotal: $152,639.00 Payment Information: Misc Charges SubTotal: $0.00 Wells Fargo Bank Taxes Sub Total: $0.00 Account Number: 2079950045267 ABA Number: 121000248-Wires INVOICE TOTAL: ABA Number: 031100225-ACH $152,639.00 Swift Code: WFBIUS6S Less Adv Billing/Payment: $0.00 Philadelphia Mixing Solutions LTD Balance Due: $15.263.90 USD Federal Tax ID#27-1329237 EXHIBIT PHILADELPHIA Remit To: PO Box 8500-2180*Philadelphia *PA *19178-2180 -f�Iei MIXING Phone: 717-832-2800 -- SOLUTIONS, Ltd. Fax: 717-832-1740 ISO 9001:2000 Certified Invoice: 105393 INVOICE Page: 1 of 1 Date: 10/13/2010 Sold To: Ship To: GALWAY BAY CORPORATION GALWAY BAY CORPORATION 3931 SCHOOL ROAD SOUTH Call For.Directions JEANETTE PA 15644 Greg Maynard United States 724-277-4282 ARNOLD MD United States Customer: 101184 Fax: 724-325-1275 EMail: Inv To: GMaynard@galway-baycorp.com y @galway-baycorp.com PO Number: 3036M Terms: Net 30 Days Sales Order: 50516 Ship Date: 10/13/2010 Packing Slipp: 5486 Sales Tax ID:25-1861696 f! (updated 2/09) F Line Quantity part Number/Description Revision —.--- — -- Unit Price Ext Price, 1 1.00 START UP - $1,500.00 EA $1,500.00 Line Ref. 1 1 trip of 1 day by PMSL (CJ) Due Date:11/12/2010 Terms: Net 30 Days Invoice SubTotal: $1,500.00 Payment Information: isc Charges SubTotal: Wells Fargo Bank M $0.00 Account Number: 2079950045267 Taxes Sub Total: $0.00 ABA Number: 121000248-Wires INVOICE TOTAL ABA Number: 031100225-ACH : $1,500.00 Swift Code: WFBIUS6S Less Adv Billing/Payment: $0.00 Philadelphia Mixing Solutions LTD Federal Tax ID#27-1329237 Balance Due: V _ $1,500.00 USD PURCHASER: PURCHASE ORDER PurchaSoOrdorNumbeC 30376 Galway Bay Corporation(GBC) Project Number: 3037 F.O.B.point: Job Site P.O.Box 320,Ainsley Lane Mount Braddock,PA 15465.0320 Submittals Sots: 10 Sets 724-277.4282 Date: September 5,2008 724-277-4284 FAX Requisitioned by: Greg Maynard SuppliorlManufacturer Terms Net 30 following Attn:David Welgard payment from owner Stripping Schedule to be as per Philadelphia Mixing Solutions and per conditions Galway Say Corporation's $oitedule. c/o Kershner Environmental Technologies,LLC below, Please note further shipping 212 Circle Drive fnstruetions under the conditions Palmyra,PA 17078 section,which is at the bottom 717.838.8418 of this form. 717.576.2070 FAX Owner and Project Description Municipal Authority Of The Town of Bloomsburg General Construction Contract Number ONE Engineer Gannett Fleming,Inc. Bid Date August 5,2008 3uppiler/Manufacturer Quote Number 028120 Dated August S,2008 Ship To Call for dlroctlon Attantion Greg Maynard Descriptio) Pr\d era Flocculat\dinduction nils p� peciilca`nn,,dravdngs and quote P ce: $ SS,000f00 Including(419 t Conditions: The SuppllerJManufacturer shall mply Nth and assure Owner and Galway bay Cor rano compliance with,any laws or regulations of the Commonwealth of Pennsytvanl . rthe driltad States of America specVng or restricting the origin or manufacture of products,including but not limited to,the Steel Products�+ent Act,(act of March 3,1078,73 P.S.Section 1881 at seq.)Any steel products used or supplied in the performance of the above colntract orsubcontracts thereunder shall be from steel made in the United States. No payment will be made until a notarized statement of compliance Is provided and accepted by Galway Bay Corporation and the Owner. We are reserving the right to backcharge the suppller/manufacturer if a submittal requires more than two ravievrcycles. Retainage tail percent until successful start-up.Relalnage released 30 days following successful startup. Purchase Order contingent upon approved shop drawings,if shop drawings are not approved by engineorand Galway Bay Corporation for whatever reason purchase orderls void and Galway Bay Corporation will not accept damages of any kind, No paymentwlll be made unless 100%approved submittal and Draft/Final O&M. O&id's must be submitted within 15 days of approved submittals. Attached Special Provisions section and submital section along with the contract spociffcations,addendums and drawings are a condition Wills PO. Purchase order hent must be as per approved submittal or approved as noted,if not,Galway Bay Corporation will not pay for item until replaced as per approved submittal or approved as noted. A 24 hour faxed notice Is required for all deliveries,the shipper must contact GBC's main office at 724.277.4284(FAX)to arrange deliverios. Delivery hours aro 8:00 a.m.to 3:30 p.m.,Monday through Friday. If a 24 hour notice is not given via fax and returned signed by GBC,via will not accept delivery. Materials shipped not according to schedule will not be paid for until installed or as slated In schedule. Shipper must bring cargo to tailgate of box lrucWtralier. GBC will not assist the truck ddverin anyway to perform this task. Damaged goods may be accepted,damage vrlll be noted on bill of lading,a dollar amount will be withheld from payment to Suppller/Manufacturer until replaced In kind by Supplier/Manufacturer. If damage occurred inside of crate or concealed at the time of delivery and not notod on bill of ladIng the Su liar/Manufacluror will replace In kind at a Iatordate, A dollaramount may be withheld until replaced In kind. Gr h yn rchaser Date Authorized SlgnatureSupplier/Manufacturer Dale Return one otgnsd copy t AUC-5-2W8 ii:24A FROM; T0:17242774M4 P.1 TELA ( MESSAGE ere►tt�©t ��nvlrmtttlotltu! OATS: NO. OF PAGES.,_- chrtologlos,LGC flmomINO 00von 81f611Ty a epti ti e l o ranralrwvacgar C4M1'ANY: navid Wvlgard ATTENTION s-�%l�l,� �r✓� ���/�� Phone 717.838.9418 FAX NO: 212 CircleDdvo Fox 717.838.9419 Palmy/a,PA17076 Moblto 717.576.2078 tw FROM: w.kellfo.00m d.weigerd@kellic.com M2D7.0,W�iD►ro i ��Z— e �zlla/r- ���•9,���e�i/ice �/�ia'��� �if� .s N AUC-5-?BOB 11:25A FROM: TM V2427742B4 P.2 THILAORPHI'A 01UMNS Aug 5,200& _ ,, � Bidding Contractors . FfOtt 3 Mich :.Phons• Q,! ( 717,832.8660 ,p114jiH,Nt�loi�;. Falk 797,832.1748 r _,-���..P�tj��:':� "�ma. .AddCa'��:t -f mbishQpCc�ehiiamtxe_rs.com Q1;4 0;. , Q26120 q6-Of i'..:,.` Section 11349--MIXERS,FL06CULATORS AND INDUCTION UNITS To All Bidders: Philadelphia Mixing Solutions is pleased to offer its equipment to fulfill the mixing needs at the WW FP project In Bloomsburg,PA, Llgpid Mixers (2 required) Drive: 4000 serles,56 RPM,pedestal mounted, Motor: 3 HP,TEM,Premium Eff, 1800 RPM,480 V,60 Hz,3 phase Upper Impeller: 34"diameter,3LB39 Hydrofoil,316 Stainless Steal Lower impeller: 34"diameter,4VFBT Turbine,$16 Stainless Steel Shaft: 2.0"diameter,316 Stainless Steel Spare Parts: Two(2)Oil Seals E19-00WIA1160 Mixer (1 required) Drive: 3855M,20 RPM,pedestal mounted, Motor: 5 HP,Inverter Duty,Premium Bff, 1600 RPM,480 V,'60 Hz,3 phase Impelfer: 118"dfamster,3LS39 Hydrofoil,316 Stainless Steel Shaft: 3,0°diameter,316 Stainless Steel Spare.Parts: Ono(1)011 Seal Start Un Start up assistance Is Included.If additional service is required It may be purchased directly from Phtladeiphia Mixing Solutions at the standard field service rates. Freight to Ilia Jobslte is Included and will be F.O.B.factory. Total Price.............................................................................. �. 06701, 4 I k I EXHIBIT K ._.,., 5 � pS��QLp� A'".... Remit To: PO Box 8500-2180*Philadelphia*PA *19178-2180 MIXINGPhone: 717-832-2800 Fax: 717-832-1740 SOLUTIONS, ltd. ISO 9001:2000 Certified Invoice: 102400 j . .: , 0� Page: 1 of 2 7 Date: 8/12/2009 Sold To: Ship To: GALWAY BAY CORPORATION GALWAY BAY CORPORATION 3931 SCHOOL ROAD SOUTH 551 FT. McCLURE BLVD. JEANETTE PA 15644 BLOOMSBURG PA 17815 United States United States Customer: 101184 Fax: 724-325-1275 EMail: Inv To: GMaynard@galway-baycorp.com PO Number: 3037B Terms. Net 30 Days Sales Order: 50653 Ship Date: 8/12/2009 Packing Slip: 2485 Sales Tax ID:25-1861696 (updated 2/09) LAW,", TP m'eg, . . Quantity mart iVumb�rll)escrip iot�ot n Fvisior - Pi ce E�ct pr 1 1.00 08DEP1076-1-D - $27,000.00 EA $27,000.00 Line Ref. 1 3855M-S3-PTOS 86.5:1 5HP 2 1.00 08DEP1076-1-A $0.00 EA $0.00 Line Ref. 2 WETTED PARTS 316SST 3 1.00 36000-0042 - $20.00 EA $20.00 Line Ref. 3 OSL 04.750SFT C/R#47383 CRW1 NITRILE. 4 1.00 36000-0016 A $10.00 EA $10.00 Line Ref.4 OSL 01.500SFT C/R#15004 NITRILE. 5 2.00 36000-2135 - $20.00 EA $40.00 Line Ref. 5 OSL 07.250SFT C/R 72515 CRW1 R NITRILE 6 2.00 08UDK1077-2-D $12,500.00 EA $25,000.00 Line Ref.6 4040-2-PTOS 31.4:1 3HP 7 2.00 08UDK1077-2-A - $0.00 EA $0.00 Line Ref. 7 WETTED PARTS 316SST PHIIADELPH/A Remit To: PO Box 8500-2180*Philadelphia*PA *19178-2180 - M/X/NG Phone: 717-832-2800 Fax: 717-832-1740 SOt�/T/ONS, At ISO 9001:2000 Certified Invoice: 102400 INVOICE Page: 2 of 2 Date: 8/12/2009 Line Quantity Part Number/Description Revision Unit Price Ext Price Payments�� Date CheckRef Amount Nov 06, 2009 0000097070 $46,863.00 Total $46,863.00 Due Date:9/11/2009 Terms: Net 30 Days Invoice SubTotal: $52,070.00 Payment Information: Misc Charges SubTotal: $0.00 Wells Fargo Bank Taxes Sub Total: Account Number: 2079950045267 $0.00 ABA Number: 121000248-Wires INVOICE TOTAL: $52,070.00 ABA Number: 031100225-ACH Swift Code: WFBIUS6S Less Adv Billing/Payment: $0.00 Philadelphia Mixing Solutions LTD Balance Due: $5,207.00 USD Federal Tax ID#27-1329237 EXHIBIT L PHILADELpH/A Remit To: PO Box 8500.2180*Philadelphia*PA*19178-2180 MIX/NG Phone:717-832-2800 (. Fax: 717-832-1740 �,T... -SOLUTIONS, Ltd. ISO 9001:2000 Certified Invoice: 104922 Page: 1 or 1 Date: 7/30/2010 Sold To: Ship To: GALWAY BAY CORPORATION GALWAY BAY CORPORATION 3931 SCHOOL ROAD SOUTH 551 FT.McCLURE BLVD. JEANETTE PA 15644 BLOOMSBURG PA 17815 United States United States Customer:101184 Fax: 724-325-1275 EMail: Inv To:GMaynard@galway-baycorp.com PO Number. 30376 Terms:..."" Net 30 Days 3 Sales Order: 50653 Ship Date: 7/30/2010 Packing Slipp:5000 Sales Tax ID:25-1861696 (updated 2109) " ";tine Quanti#ym art 6T,lDascrlpUon' Revision Unik'Prlce Ezt#�rlce ...:x. _. _.... R. ..... ., ... _._..._. 1 1.00 START UP $2,930.00 EA $2,930.00 Line Ref.1 START UP,4 days 2 trips(some by sales) Payments Dae CheckRet Amount Nov 09,2010 0000104155 $2,637.00 Total $2,637.00 Due ate:8 29 2010 Terms: Net 30 Days � �(nYOiCe SubTotat $2,930 00 11 Payment Information: =tea Wells Fargo Bank wwiSC Chate8 SubTotal $0 O11 Takes Sub Total Account Number: 2079950045267 ABA Number: 121000248-Wires INVOICE TOT'A0 �2,g30 00 a ABA Number: 031100225-ACH Swift Code: WFBIUS6S Less Adv"Sitting a /pginent $0 00 Philadelphia Mixing Solutions LTD ¢alne_e'Rue $293 OU USD Federal Tax ID#27-1329237 EXHIBIT M 13 PURCHASER: PURCHASE ORDER Purchase Order Number: 3043D Galway Bay Corporation(GBC) Project Number: 3043 F.O.B.point: Job Site P.O.Box 320,Ainsley Lane Mount Braddock,PA 15465.0320 Submittals Sets: 10 Sets 724.277.4282 Dale: May 24,2010 724.277.4284 FAX Requisitioned by: Greg Maynard Supplier/Manufacturer Terms Net 30 following Attn: Tim McComas payment from owner Shipping Schedule to be as per Philadelphia Mixing Solutions not to exceed 90 days Galway Bay Corporation's Schedule, No Kershner Environmental Technologies,Inc from shipment Please note further shipping 206 Business Center Drive instructions under the conditions Reisterstown,ND 21136 section,which is at the bottom 410-581-0555 of this form. 410.510-1700 FAX Owner and Project Description Borough of Mechanicsburg Mechanicsburg Wastewater Treatment Plant Upgrade Contract Number Contract One-General Construction Engineer Gannett Fleming Bid Date April 8,2010 SuppllerfManufacturer Quote Number na Dated April 7,2010 Ship To Call for directions Attention Greg Maynard Description Provide Section 11375(2.01&2.03)Mixing Equipment per speciflcatlon,drawings and quote. i Price: $ 10,000.00 Including Freight Conditions: The Supplter/Manufacturer shall comply with and assure Owner and Galway Bay Corporation compliance with,any laws or regulations of the Commonwealth of Pennsylvania or the Untied Slates of America specifying or restricting the origin or manufacture of products,Including but not limited to,the Steel Products Procurement Act,(act of March 3,1078,73 P.S.Section 1881 at seq.)Any steel products used or supplied In the performance of the above contract or subcontracts thereunder shall be from steel made in the United States, No payment will be made until a notarized statement of compliance Is provided and accepted by Galway Bay Corporation and the Owner. The manufacturer shall comply with the American Recovery and Reinvestment Act of 2009(ARRA)- Buy American Certification, No payment will be made until statement of compliance with ARRA is provided and accepted, We are reserving the right to backcharge the supplier/manufacturer ifa submittal requires more than two review cycles. Retainage ten percent until successful start-up,retainage released 30 days following successful start-up. Purchase Order contingent upon approved shop drawings,if shop drawings are not approved by engineer and Galway Bay Corporation for whatever reason purchase order is void and Galway Say Corporation will not accept damages of any kind. Purchase order item must be as per approved submittal or approved as noted,If not,Galway Bay Corporation will not pay for item until replaced as per approved submiltel or approved as noted. A 24 hour faxed notice is required forall deliveries,the shfppermust contact G80's main office at 724-277-4284(FAX)to arrange deliveries. Delivery hours are 8:00 a.m.to 3:30 p.m.,Monday through Friday. If a 24 hour notice Is not given via fax and returned signed by GBC,we will not accept delivery. Materials shipped not according to schedule will not be paid for until Installed or as stated In schedule. Shipper must bring cargo to tailgate of truck, GBC will not assist the truck driver In anyway to perform this task. Damaged goods may be accepted,damage will be noted on bill of lading,a dollar amount will be withheld from payment to Sup pile rfManufacturer until replaced In kind by Sup p11er1Menufacturer. if damage occurred Inside of crate or concealed at the time of delivery and not noted on 6111 of fading the Su Iler]Manufacturerwill re lace in kind at a later date. A dollar amount may be withheld until replaced In kind. Grego # aynard-Purchaser Rate Authorized Signature-SupplleriManufacturer Date Return one signed copy l i Greg Maynard From: Tim McComas[t.mccomas@ketlic.com] Sent: Wednesday, April 07,2010 9:41 PM To: 'Tim McComas' Subject: Mechanicsburg Bid Section 11375 Attachments: Q43189 Scope of Supply-Vertical Mlxers.pdf All, Please find attached a scope of supply for the mixers In Parts 2.01& 2.03 of Section 11375 as we are offering via Philadelphia Mixing Solutions. We will be providing a scope of supply and pricing for Wilo Submersible Mixers under Section 11375 (2.02). 1 have been informed by Wilo that their Scope of Supply will be out first thing in the morning. Regards, Tim McComas Kershner Environmental Technologies, LLC 410-581-0555 office 410-913-3078 cellular t.mccomas@ketlic.com www.ketllc.com K, Fr v rCrt]lnrtfs/ �cATNoD±vF,iEC ***PLEASE NOTE OUR NEW ADDRESS*** 206 Business Center Drive Reisterstowri, MD 21136 i i . PHILADELPHIA MIXING SOLUTIONS Date: Aril 7 2010 No,of Pages: 6 To: All Bidders From: Jack Barnes Company: Phone No.: . 717.832.8810 Phone No.: Fax No.:..... . 7.8 2.1748 Fax No.: Email Address: barnes hila ixers.com CC: Christopher Knecht Tim McComas Subject: Q43189 Mechanicsburg, PA-Section 11375 Mixing Equipment Dear Mr. Bidder: Philadelphia Mixing Solutions is pleased to offer its equipment to meet the requirements of specification section 11375. If you have any questions or concerns about our offering, please don't hesitate to contact us. 2.01-Anoxic Flow SplittebBox Mixer(1 required) Drive: UniFirst 4000 Series Motor: 2 HP, TEFC, Inverter duty, 1800 RPM,460 VAC, 60 Hz,3 phase Shaft: 2.0"diameter, 316 Stainless Steel Impeller: 45"diameter,Axial Flow Hydrofoil, 316 Stainless Steel 2.03-Clamp Mount Mixer(1 required) Drive: PG Series,Clamp Mount Motor: 0.75 HP,TEFC,1800 RPM,460 VAC,60 Hz,3 phase Shaft: .75"diameter, 316 Stainless Steel Impeller: 14"diameter, High Efficiency Prop,316 Stainless Steel Price...........................................................................................................................................LOT$To Follow Shipping is FOB Palmyra, PA with freight to the jobsite included In price. Start-up Assistance Start up assistance Is Included as required, and will be provided by our factory representative. If additional service is desired it may be purchased directly from Philadelphia Mixing Solutions per the standard Field Service Rates. Turn-Ivey Services General contracting and installation services are available upon request. Exceptions and Clarifications to Specifications VFD's,Anchor Bolts, and Baffles not included in scope of supply. 2.01.Q-Control Panels are not included in the scope of supply or pricing. The electrical contractor should provide them. Confidential/Proprietary Page 1 4/7/2010 Not to be Disseminated Without Prior Written Consent From Philadelphia Mixing Solutions, Ltd. #yMN PHILADELPHIA MIXING fi SOLUTION'S 2.03.13-The motor will be supplied with a 0.75 hp motor.The power draw of the impeller Is within 10%of the full load amps of the next smallest size motor. in order to provide for a sufficient buffer between power draw and FLA, a.75 hp motor is recommended. 2.03.D-The motor shall directly connected to the mixer. No flexible couplings are required with portable clamp type mixers. 2.03.12-The proposed gear reducer Is helical geared. This provides a greater efficiency and longer life than planetary gearing, 2.03.E and M-Control Panels are not included in the scope of supply or pricing. The electrical contractor should provide them. Items Not included in Philadelphia Mixers Scope of Supply or Pricing Only those items explicitly described previously are included in our scope of supply.The following items are not Included in our pricing: tanks;mixer support bridges or structures,sub-base plates, platforms,walkways, structural steel beam or channel supports;handrails;grating;lubricants;motor controls or starters;wiring; conduit or other electrical components not explicitly described In this quotation;hold down hardware; bridge or platform designs or recommendations;installation;field service, state or local taxes;or field or finish painting. Pain All non-wetted parts will be shipped with Philadelphia Mixing Solutions (PMSL's)factory paint,suitable for use as a finish coat. All touch-up and additional finish coats are to be applied in the field by others.Wetted parts, of 304 or 316 stainless steel will not be painted. WarranLy Our mechanical warranty for this Project will be 12 months after shipment. We agree to repair or replace any mixer component supplied by PMSL that,during the warranty period,falls because of defects In materials or defects caused by factory workmanship. Unless agreed to elsewhere we warrant our products to be suitable for fit, form and function.This warranty is based upon proper storage, Installation according to instructions,and proper maintenance after start-up. Our service manuals will detail the procedure to be used. Extended warranties are available upon request for a small fee. Drawings, Submittal, and Delivery Schedule Drawings and data for approval can be supplied approximately_J_weeks after receipt and entry of your Purchase Order. Drawing lead time is to be confirmed at time of Order Entry;subject to current Engineering Load. Shipment of the equipment can be made approximately 12-16 weeks after receipt of a release for fabrication. Manufacturing lead time Is to be confirmed at drawing approval and full release to manufacturing; subject to current shop load. Terms and Conditions of Sale Prices quoted are good for 30 days of this quotation and our not being forced to withhold delivery no later than 120 days of acceptance of an order,after which are subject to review. Beyond 30 days of acceptance,the Confidential/Proprietary Page 2 4/7/2010 Not to be Disseminated Without Prior Written Consent From Philadelphia Mixing Solutions, Ltd. i ADELiPHIA f. 5 1Qc o robs prices quoted are subject to escalation per MEPS International Ltd, located at http://www.mops.co.uk/index.him, For purposes of this escalation clause 65%of the quoted price will be deemed material subject to escalation. The final adjustment will be based on comparing the Index at the point of release to manufacture (i.e.12 weeks prior to requested delivery) and today's date. Depending on the system or project scope, at the time an order is placed we reserve our right to require a deposit and or progress payments at time of drawing submittal,release for fabrication and prior to shipment. In cases where buyer's credit standing deteriorates from the time of order acceptance by seller,seller reserves the right to redress terms of credit. This quotation is subject to the Terms and Conditions of Sale, as outlined on the attached. This quotation will become a part of any Purchase Order Agreement between Philadelphia Mixing Solutions and the successful Buyer or Contractor. Offering Basis Please note that our offering,as described herein, is based upon the contents of the Project Specifications,as originally issued but In no way constitute an acceptance of same. Additionally,submittals that authorize a release for fabrication shall constitute acceptance on the part of buyer and engineer.Should the contents of any other addenda(or applicable documents) have an affect on our offering,we reserve the right to modify our offering(and pricing) accordingly. We request your cooperation in keeping us abreast of all changes to the Contract Documents. Please notify our Sales Office of any changes. Philadelphia Mixing Solutions thanks you for this opportunity to work with you on this project. Should you have any questions, please do not hesitate to contact us. Regards, Jack Barnes Application Engineer Philadelphia Mixing Solutions 717.832.8810 NOTICE The Materials contained in this presentation are deemed confidential and proprietary work product of Philadelphia Mixing Solutions, Ltd. Any reproduction,distribution,or sharing of the contents, in whole or in part,with an Individual or entity other than the direct recipient of this material, its authorized agents,or employees is strictly prohibited. Philadelphia Mixing Solutions, Ltd.retains all rights herein. ©Philadelphia Mixing Solutions, Ltd. 2010 Confidential/Proprietary Page 3 4/7/2010 Not to be Disseminated Without Prior Written Consent From Philadelphia Mixing Solutions, Ltd. _ PHILADEIPHI MIXING = � .. PHILADELPHIA MIXING SOLUTIONS, LTD. STANDARD TERMS AND CONDITIONS OF SALES The Philadelphia Mixing Solutions("Seller") quotation accompanying this form is expressly conditioned upon the Customer's agreement to the following terms and conditions except to the extent they have been specifically modified, altered or amended in that quotation.Terms set forth in the quotation which differ from, conflict with or add to those set forth below shall govern. ADDITIONAL TERMS Any additional,different or contradicting terms or conditions contained in the Customer's order or other Customer document shall not be deemed acceptable by Seller unless such acceptance is in writing signed by an authorized representative of Seller and specifically refers to each such term or condition.Seller hereby objects to any additional,conflicting or different terms or conditions In any writing of Customer prior to or subsequent to this document,deems any such terms and conditions unacceptable material alterations and shall not be bound by any such terms and conditions'uniess approved in writing signed by an authorized representative of Seller.Any agreement or other understanding modifying the conditions of the contract resulting from Seller's acceptance of Customer's order will not be binding upon Seller unless made in writing signed by an authorized representative of Seller. Customer orders received containing additional, different or conflicting terms are subject to Seller's subsequent acceptance by issuance of Seller's formal acknowledgment. GENERAL Stenographic and clerical errors are subject to correction.All price lists and discount schedules of seller.are subject to change without notice. Unless otherwise agreed,Seller reserves the right to apply prices in effect at time of shipment. Seller reserves the right to amend the quotation at any time prior to acceptance. Orders are received subject to Seller's acceptance by issuance of Seller's formal acknowledgment. PROPRIETARY MATERIAL All specifications,drawings,technical data or engineering information supplied to Customer by Seller shall be considered proprietary to Seller,shall not be used except in connection with this quotation,-or disclosed to others without Seller's written consent, shall remain the property of Seiler and be returned upon request. DISPUTES All disputes, claims or controversies arising out of or in any way relating to the sale of products by Seller to Customer,shall be governed by Pennsylvania law,and shall be settled by arbitration In accordance with the rules of Construction Industry Arbitration of the American Arbitration Association with all proceedings to be held in Philadelphia, Pennsylvania. WARRANTY For a period of one year after delivery to Customer, Seller warrants that the products sold to Customer will be free from defects in materials and workmanship, and will perform the particular function for which they are intended. Mixers and aerators are warranted to be fit to perform the function for which they are Intended when operated under the specified mixing or design conditions, provided accurate and necessary data have been furnished to Seller In writing by Customer.Seller assumes no responsibility for the accuracy or reliability of specifications,design conditions,or other data furnished by or on behalf of Customer or the ultimate user. Customer selected materials are warranted only to conform with Customer specifications. Materials not specified by Customer shall be Seller's standard materials of construction for out of tank components. Material Confidential/Proprietary Page 4 4/7/2010 Not to be Disseminated Without Prior Written Consent From Philadelphia Mixing Solutions, Ltd. PHILADELPHIA Wo �V111[ING '-SOLUTIONS _ - exposed to process are not warranted against corrosion or other deterioration due to exposure to vessel contents. These warranties shall not be effective if the product or part is not used strictly in accordance with all Instructions as to storage, handling, maintenance, lubrication, installation,startup,operation and safety set forth In the manuals and Instruction sheets furnished by Seller. The standards of the American Gear Manufacturers Association will be used, and shall govern where applicable, in the manufacture of gears and gear drive assemblies unless Seller expressly agrees otherwise in writing. THE FOREGOING LIMITED WARRANTIES ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LIMITATION OF REMEDIES Customers remedy for breach of any of the forgoing warranties shall be limited to replacement or repair by Seller of any defective equipment or parts discovered during the i year warranty period. Such products or parts shall be shipped to Seller F.O.B. Seller's plant or F.O.B, at such other location as may be designated by Seller.Seller shall have the right at its sole discretion to refund the purchase price paid by Customer in lieu of repair or replacement. Without limiting the foregoing, under no circumstances shall Seller be liable for any expenses for removal of allegedly defective equipment or parts or for Installation costs of repaired or replaced equipment or parts. All claims for breach of any Seller's warranties shall be barred unless Customer notifies Seller of such breach In writing within 30 days of discovery of the breach. LIMITATION OF LIABILITIES Seller shall not be liable for any liquidated,consequential or incidental damages due to defects in, malfunctions or failure of its products to perform, late delivery of loss of use nor shall Seller's total liability under any circumstances exceed the purchase price of the products sold. Seller shall not be liable for any damage resulting from improper storage or handling following shipment.Seller shall not be responsible for repairs performed by others outside Seller's plant unless such repairs are authorized by Seller in writing in advance. Seller shall not be responsible for any defects in any components such as gears,shafts, bearings,or motors furnished by others. INSPECTIONS AND REJECTIONS Customer shall promptly inspect afl shipments of material upon delivery for physical defects,conformity to specifications and completeness including all components necessary for Installation and shall notify Seller in writing of all defects,non-conformities or missing items within 15 days of delivery.Thereafter,the shipment shall be deemed accepted and assumed to be complete and Seller shall have the right to impose additional charges for allegedly missing Items later requested by Customer. Defects not Impairing satisfactory operation of the equipment shall not be a ground for rejection. Seller reserves the right to inspect allegedly defective goods at point of delivery or ship them to a destination of Its choice. No material shall be returned without Seller's written permission. MATERIAL FURNISHED BY CUSTOMER Materials which Customer furnishes for incorporation Into any order shall be shipped F.O.B. Seller's plant freight prepaid by Customer. If material defects are found by Seller In materials furnished by Customer,Seller may notify customer and charge it for all expenses Incurred by Seller through the date of discovery of the Confidential/Proprietary Page 5 4/7/2010 Not to be Disseminated Without Prior Written Consent From Philadelphia Mixing Solutions, Ltd. A WLPHIrC =`s S�Ct1TIONS defect. If minor defects can be repaired by Seller, extra charges as are necessary to cover repair work shall be paid by Customer. Shipment dates for orders where Customer furnishes material are predicated on timely receipt of such material free from defects. If any material furnished by Customer is damaged by Seller,Seller's responsibility shall be limited to the replacement cost of that material and Seller shall not be liable for any . consequential or Incidental damages.Seller shall have no liability for loss or damage to Customer furnished material caused by unusually severe weather, fire,acts of God,government or other events beyond Seller's reasonable control. CANCELLATIONS Orders placed by Customer may not be canceled without Seller's written consent. Customer agrees to indemnify Seller against all loss,damage or expense Incurred due to cancellation including but not limited to the cost of special materials, non-resalable goods completed or in process, labor, engineering time, overhead, profit and reasonable attorneys'fees incurred to collect such losses from Customer. SHIPMENT Unless otherwise quoted, Shipping is FOB Palmyra, PA without freight to the jobsite Included in the price. Seller's responsibility ceases upon delivery to the carrier. Delivery to destination is not guaranteed by Seller. Claims for loss or damage in transit must be made by Customer against the carrier. In the absence of shipping Instructions,Seller reserves the right to ship all material upon completion by the common carrier of Its choice. Shipping dates are approximate and are based upon prompt receipt of an order,and all information necessary to commence manufacture. Completion and shipment may be subject to delays beyond Seller's reasonable control or that of Seller's suppliers, including,without limitation, labor disruptions, labor strikes, accidents, unusually severe weather, fires or other casualties of acts of God or government. DEFERRED SHIPMENTS Shipments may not be deferred beyond the specified shipment date after commencement of manufacture without Seller's written consent.When shipping is deferred for the Customer's convenience, due to lack of shipping Instructions,failure to complete agreed or new credit arrangements(due to a change In credit worthiness)satisfactory to Seller or late delivery of customer supplied material, Customer agrees to pay storage charges, Interest and any other expenses Incurred by Seller due to the delay. Orders on which delivery Is deferred shall be invoiced upon completion of manufacture and are subject to finance, insurance,storage and liquidated damage charges. TAXES Prices quoted do not Include sales, use, excise or other taxes.When required by law,taxes will be billed and collectible as a separate item at time of shipment unless proof of a valid exemption satisfactory to the taxing authority is provided to Seller. TERMS OF PAYMENT Unless otherwise agreed, payment terms are net 30 days from the date of invoice. Invoices are dated upon shipment or,It shipment Is delayed by Customer,as of the completion of manufacture. If payment is not made when due, Customer shall pay Seller a finance charge of 1%per month. No retalnages shall be deductible from or withheld by Customer from payments due Seller. Under no circumstances shall Customer have the right to delay payment until Its receipt of payment from the ultimate user or other third party, Confidential/Proprietary Page 6 4/7/2010 Not to be Disseminated Without Prior Written Consent From Philadelphia Mixing Solutions, Ltd. EXHIBIT N p �U�j�D�ir pU�Q Remit To: PO Box 8 800 180*Philadelphia *PA *19178-2180 PhonFax: 717-832-1740 ISO 9001:2000 Certified Invoice: 107702 /t)�C Page: 1 of 2 Date: 9/12/2011 Sold To: Ship To: GALWAY BAY CORPORATION GALWAY BAY CORPORATION 3931 SCHOOL ROAD SOUTH 842 WEST CHURCH ROAD JEANETTE PA 15644 MECHANICSBURG PA 17055 United States United States Customer: 101184 Fax: 724-325-1275 EMail: Inv To: GMaynard@galway-baycorp.com PO Number: 3043D Terms Net 30 Days Sales Order: 53718 Ship Date. 9/12/2011 Packin Slip: 7811 Sales Tax ID 25 1861696 _(Lu.�ipnde.a.,te..d_.,2/09) ......_ © .: . Iesion"'M mb ntt'T1, 1 1.00 1OUDJO512-1-D - $16,000.00 EA $16,000.00 Line Ref. 1 4040-2-PTOS 25.6:1 2HP 2 1.00 1OABDO513-1 - $2,000.00 EA $2,000.00 Line Ref. 2 PG-34 5.0:1 .75HP .75"SHAFT 14"LSV IMP. 3 1.00 FREIGHT A $500.00 EA $500.00 Line Ref. 3 SEE CUSTOMER ORDER FOR AMT 4 1.00 1OUDJO512-1-A - $0.00 EA $0.00 Line Ref.4 WETTED PARTS 316SST 5 0.10 38000-0020 A $0.00 EA $0.00 Line Ref. 5 TOUCH-UP PNT AMERLOCK 2 SLATE BLUE ` PHILADELPHIA Remit To: PO Box 8500-2180*Philadelphia*PA *19178-2180 MOL17TIO Phone: 717-832-2800 [ 'J ONS Ltd. Fax: 717-832-1740 — � ISO 9001:2000 Certified Invoice: 107702INVOICE Page: 2 of 2 -- - Date: 9/12/2011 Line Quantity Part Number/Description Revision Unit PriceExt P cnxt e Payments Date CheckRef Amount May 07, 2013 117926 $16,650.00 Total $16,650.00 Due ate:10/ 2 201 Terms: Net 30 Days Invoice SubTotal: $18,500.00 Payment Information: Misc Charges SubTotal: $0.00 Wells Fargo Bank Taxes Sub Total: Account Number: 2079950045267 $0.00 ABA Number: 121000248-Wires INVOICE TOTAL: $18,500.00 ABA Number: 031100225-ACH Swift Code: WFBIUS6S Less Adv Billing/Payment: $0.00 Philadelphia Mixing Solutions LTD Balance Due: $1,850.00 USD Federal Tax ID#27-1329237 EXHIBIT 0 - -�- W" - Remit To: PO Box 8500-2180 Philadelphia PA 19178-2180 PHILADELPHIA Phone: 717-832-2800 2—>' MIXING Fax: 717-832-1740 ISO 9001:2000 Certified Invoice: 109967 INVOICE Page: 1 of 1 Date: 8/9/2012 Sold To: Ship To: GALWAY BAY CORPORATION GALWAY BAY CORPORATION 3931 SCHOOL ROAD SOUTH 842 WEST CHURCH ROAD JEANETTE PA 15644 MECHANICSBURG PA 17055 United States United States Customer: 101184 Fax: 724-325-1275 EMail: Inv To: GMaynard@galway-baycorp.com PO Number: 3043D Terms: Net 30 Days Sales Order: 53718 Ship Date: 8/9/2012 Packing Slip: 10157 Sales Tax ID:25-1861696 j (updated 2/09) _ Line Quantity Part Number/Description Revision Unit Price Ext Price' 1 1.00 START UP - $500.00 EA $500.00 Line Ref. 1 START UP Payments Date CheckRe Amount I May 07, 2013 117926 $450.00 I(_ Total $450.00 Due ate:9/8 2012 Terms: Net 30 Days Invoice SubTotal: $500.00 Payment Information: Misc Charges SubTotal: $0.00 Wells Fargo Bank Taxes Sub Total: Account Number: 2079950045267 $0.00 ABA Number: 121000248-Wires INVOICE TOTAL: . $500.00. ABA Number: 031100225-ACH Swift Code: WFBIUS6S Less Adv Billing/Payment: $0.00 Philadelphia Mixing Solutions LTD Balance Due: x $50.00 USD Federal Tax ID#27-1329237 EXHIBIT P PURCHASER: PURCHASE ORDER Purchase Order Number. rigs-005 Galway Bay Corporation{GSC) Project Number. 8999 Flood F.O.B,polnl: Job Site 3931 School Road South I - Jeannette,PA 15644 Submittals Sets: NA 724326.1035 Date: November 1,2011 724-325-1276 FAX Requisitioned by: Darren Safran SuppllerlManufacturar Terms Net 30 fd!owing Philadelphia Mbdng Solutions payment from amer Shipping Schedule to be as per 1221 East Main Street and per condlltons Galway Bay Corporation's Schedule. Palmyra,PA`17078 below. Please note further shipping 7t7,832.2800 instructions under the conditions 717832-1740 Fax section,which Is at the bottom of this form. Attn:heed O Neal 717-a32-8858 TpneaIQRhl1am1xffpqoM Owner and Project Description Municipal Authority Of The Town of Bloomsburg General Construction Contract Number NIA Engineer WA Bid Date NA Supplledthanufactwer Quote Number 050631 Dated September 20,2011 Ship To 551 Fort McClure Blvd,Bloomsburg,PA 17816 Attention Darren Safran-Foreman-724-454-2216 Description inspect&Repair of Existing Drive(a/n 06DEP1076):as per quota (Coss result of Flood) Price: $ 1,600.00 complete Inspect&repair Condillons: The Supplier/Manufacturer shall comply with and assure Owner and Galway Bay Corporation compliance with,any laws or regufattons of the Commonwealth of Pennsylvania or the United States of America spao]Mng or restricting the origin or manufacture of products,including but not limited to,the Steal Products Procurement Act,(act of March 3,1918,73 P.S.Section 1881 at seq.) Any steel products used or slrppBed in the performance of the above contract or subcontracts thereunder shall be from steel made In the Untied Stales. No payment � will be made until a notarized statement of compliance Is provided and accepted by Galway Bay Corporation and the Owner. Wo are resWN the right to backeharge the supplier/manufaotwer if a submittal requires more than two mvfew,cycles. Retainage ten percent until successful start-up.Retainage released 30 days follaning successful start-up. WA Purchase Order contingent upon approved shop drawings,If shop drawings are not approved by engineer and Galway Bay Corporation for whatever reason purchase order Is void and Galway Bay Corporation will not accept damages 01 any kind. No payment will be made unless 100° approved submittal and DraftlFlnal O&M. O&M's must be submitted within 16 days of approved submittals. Attached Special Provisions section and submittal section along with the contract specifications,addendums and dmwings are a condition of this PO. Purchase order Item must be as per approved submittal or approved as noted.If not,Galway Bay Corporation will not pay for item until replaced as per opproved submittal or approved as noted. A 24 Prow faxed notice Is requlred for ail deliveries,the shipper must contact GBC's main office at 724325-1275(FAX)to arrange deliveries. Delivery hours aro 8:00 a.m.to 3:30 p.m.,Monday through Friday. If a 24 hour nolke is not given Na fax and returned signed by GBC,we will not accept delivery. Materials shipped not according to schedule v.III not be paid for until installed or as slated in schedule. Shipper must bring cargo to tailgate of box trucMedier. GBC will not assist the truck driver in anyway to perform this task Damaged g s m ba accepted,damage will he noted on bill of ladsng,a dollar amount will be withheld from payment to Suppttar/Manufacturer until rep In nal by Supplier/Manufacturer. If damage occurred inside of crate or concealed at the time of dellvery and not noted on i bill of fad g th u pit anufacturor Will replace In kind at a later date. A dollar amount may,be withheld until replaced In Idnd.- 11,W7 t111/201t Vic arson11 Dale Auth zed SlgnaIw ' # ur Date t>rn on —slanedoppy EXHIBIT Q r PHILADELPHIA Remit To: PO Box 8500-2180*Philadelphia*PA *19178-2180 -� M/XING Phone: 717-832-2800 Fax: 717-832-1740 '(1, solurw s ltd. ISO 9001:2000 Certified Invoice: 108285 r -'�— INVOICE Page: 1 of 1 L __ ---- - __ Date: 11/30/2011 Sold To: Ship To: GALWAY BAY CORPORATION GALWAY BAY CORPORATION 3931 SCHOOL ROAD SOUTH 551 FT. McCLURE BLVD. JEANETTE PA 15644 BLOOMSBURG PA 17815 United States United States Customer: 101184 Fax: 724-325-1275 EMail: Inv To: GMaynard@galway-baycorp.com PO Number: 9999-005 Terms: Net 60 Days Sales Order: 56032 Ship Date: 11/30/2011 Packing Slip: 8406 Sales Tax ID:25-1861696 (updated 2/09) �[ Line Quantity Part Number/Description Revision Unit Price Ext Price 1 1.00 08DEP1076-TD - $1,500.00 EA $1,500.00 Line Ref. 1 3855M-S3 TDWN/INSP RMA-15268-1 86.5:1 Due Date:1/29/2012 Terms: Net 60 Days Invoice SubTotal: $1,500.00 Payment Information: Misc Charges SubTotal: $0.00 Wells Fargo Bank Taxes Sub Total: $0.00 Account Number: 2079950045267 ABA Number: 121000248-Wires INVOICE TOTAL: $1,500.00 ABA Number: 031100225-ACH Swift Cade: WFBIUS6S Less Adv Billing/Payment: $0.00 Philadelphia Mixing Solutions LTD Balance Due: $1.500.00 USD Federal Tax ID#27-1329237 EXHIBIT R Clearview Home Solutions 610-518-2123 p.2 PURCHASER: PURCHASE ORDER Purchase order Number. 9999-005_Rev Galway Bay Corporation(GBG) Project Number: 9999 Flood F.O.B.point: Job Site 3931 School Road South Jeannette,PA 15644 Submittals Sets: NA 724-325-1035 Date: December 15,2011 724-325-1275 FAX Requisitioned by: Darren Safran Supplier/Manufacturer Terms Net 30 following Philadelphia Wiling Solutions payment from owner Shipping Schedule to be as per 1221 East Main Street and per conditions Galway 13ay Corporation's Schedule. Palmyra,PA 17078 below. Please note further shipping 717-832-2800 instructions under the conditions 717-832-1740 Fax Section,which Is at the bottom of this fornl- Attn:Reed O'Neal 717-832-8858 r eat hilamixers.com Owner and Project Descrlptlon Municipal Authority Of The Town of Bloomsburg General Construction Contract Number NIA Engineer N/A Bid Data MA SupplisdManufacturer Quote Number 050631+RMA 15268-Inspection Report Dated 9/29/201181217!2011 Ship To 551 Fort McClure Blvd,Bloomsburg,PA 17815 Attention Darren Saban-Foreman-724.454-2215 Description Inspect&Repair of Existing Drive(s/n 08DEP1075);as per quote (Loss result of Flood) Price: $ 10,625,00 rebuild using new part(3 year warranty) (1,500.00)complete Inspect&repair-original PO amount S 9,125.40 Conditions_ The Supplier/Manufacturer shall comply with and assure Owner and Galway Bay Corporation compliance with,any laws or regulations of the Commonwealth of Pennsylvania or the United States of America specifying or restricting the algin or manufacture of products,including but not limited to,the Steel Products Procurement Act,(act of Manch 3,1978,73 P.S.Section 1881 at seq.) Any steel products used or supplied in the perform ante of the above oontract or subcontracts thereunder shall be from steel made In the United States. No payment will be made unfit a notarized statement of compl lance is provided and accepted by Galway Bay Corporation and the Owner. We are reserving the fight to backcharge the supplier/manufacturer if a submittal requires more than two review cycles. Retainage ten percent until successful startup.Retainage released 30 days following successful start-up. NIA Purchase Order contingent upon approved shop drawings,if shop drawings are not approved by engineer and Galway Bay Corporation for whatever reason purchase order is void and Galway Bay Corporation will not accept damages of any kind. No payment will be made unless 100%approved submittal and Draft/Final O&M. O&AA's must be submitted within 15 days of approved submittals. Attached Special Provisions section and submittal section along with the contract specifications,addendums and drawings are a condition of this PO. Purchase order item must be as per approved submittal or approved as noted,if not,Galway Bay Corporatlon will not pay for item until replaced as per approved submittal or approved as noted. A 24 hourfaxed notice is required for al deliveries,the shipper must contact GBC's main office at 724325.1275(FAX)to arrange deliveries. Delivery hours are 8:00 am.to 3:30 p.m.,Monday through Friday. If a 24 hour notice Is not given via fax and returned signed by GBC,we will not accept delivery. Materials shipped not according to schedule will not be paid for until installed or as stated in schedule. Shipper must bring cargo to lai gate of boot truckitrailer. GBC will not assist the truck driver In anyway to perform this task. Damaged goods maybe accepted,damage will be noted on bill of lading,a dollar amount will be withheld from payment to Supplier/Menufacturer until replaced in kind by Supplier.Manufactraer. ii damage occurred inside of crate or coneealed at the time of delivery and not noted on bili or l2dingthe Supplier/Manufacturer will replace in kind at a later date. A dollar amount may bgwlthheldl until replaced In kind. ��pny pate 5ig�tG upp iur/�'Aa ufacturer Date �:#'Wrm one signed copy EXHIBIT S . Remit To: PO Box 8500-2180*Philadelphia*PA *19178-2180 � PH/LADELPHIA Phone: 717-832-2800 MIX/NG r((-��. . SOLUTIONS ltd. Fax: 717-832-1740 ISO 9001:2000 Certified Invoice: 108544i _ INVOICE _ �� Page: 1 of 1 Date: 1/6/2012 Sold To: Ship To: GALWAY BAY CORPORATION GALWAY BAY CORPORATION 3931 SCHOOL ROAD SOUTH 551 FT. McCLURE BLVD. JEANETTE PA 15644 BLOOMSBURG PA 17815 United States United States Customer: 101184 Fax: 724-325-1275 EMail: Inv To: GMaynard@galway-baycorp.com PO Number: 9999-005 Terms: Net 30 Days Sales Order: 56032 Ship Date: 1/6/2012 Packin Slip: 8642 Sales Tax ID:25-1861696 (updated 2/09) � �� Line Quantity Part Number/Description Revision Unit Price Ext Price 1 1.00 08DEP1076-I&R $7,625.00 EA $7,625.00 Line Ref. 1 3855M-S3 INSP/RPR RMA-15268-1 86.5:1 2 1.00 MISCELLANEOUS - $0.00 EA $0.00 Line Ref. 2 CM DAMAGED USED PARTS Due Date:2/5/2012 Terms: Net 30 Days Invoice SubTotal: $7,625.00 Payment Information: Misc Charges SubTotal: $0.00 Wells Fargo Bank Taxes Sub Total: $0.00 Account Number: 2079950045267 ABA Number: 121000248-Wires INVOICE TOTAL: $7,625.00 ABA Number: 031100225-ACH Swift Code: WFBIUS6S Less Adv Billing/Payment: $0.00 Philadelphia Mixing Solutions LTD Balance Due: $7.625.00 USD Federal Tax ID#27-1329237 EXHIBIT T PURCHASER: PURCHASE ORDER Purchase Order Number: 3048DD Galway Bay Corporation(GBC) Project Number: 3048 F.O.B.point: Job Site 3931 School Road South, Jeannette,PA 15844 Submittals Sets:n/a 724.325.1035 Dale: 4/11/2013 724-325.1275-Fax Requisitioned by: Nicole Miller Supplier/Manufacturer Terms Net 30 following Philadelphia Mixing Solutions,Ltd. payment from owner Shipping Schedule to be as per 1221 East Main Street Galway Day Corporation's Schedule, Palmyra,PA 17078 Please note further shipping 717-632-8858 instructions under the conditions Attn:Reed O'Neal section,which is at the bottom roneal@phliadellshlamixers.coM of this form, Ownerand Project Description City of Cambridge Contract Number ENR Upgrade Engineer George,Mites&Buhr,LLC Bid Date January21,2011 Supplter/ManufacturerQuote Number Dated Ship To Jobsila-1010 Roslyn Ave,Cambridge,MD 21613 Attention Darren Wren-724-484-2215 Description Additional day of start up Price: $ 1,200.00 Complete. Conditions: The Supplier/Manufacturer shall comply with and assure Owner and Galway Bay Corporation compliance with,any laws or regulations of the State of Maryland or the United States o(Amedca specifying or restricting the origin or manufacture of products,including but not limited to,the Steel Products Procurement Act,(act of March 3,1978,73 P.S.Section 1881 et seq.) Any Sleet products used or supplied in the performance of the above contract or subcontracts thereunder shall be from steel made In the United States. No payment will be made until a notarized statement of compliance is provided and accepted by Galway Bay Corporation and the Owner. The manufacturer shall comply with the American Recovery and Reinvestment Act of 2009(ARRA)- Buy American Certification. No payment will be made until statement of compliance with ARRA is provided and acoopted. We are reserving the right to backcharge the supplier/manufacturer if a submittal requires more than two review cycles. Retainage ten percent until successful start-up,retainage released 30 days following successful start-up. Purchase Order contingent upon approved shop drawings,If shop drawings are not approved by engineer and Galway Bay Corporation for whatever reason purchase order is void and Galway Bay Corporation will not accept damages of any kind. Purchase order item must be as per approved submittal or approved as noted,if not.Galway Bay Corporation Wit not pay for Item until replaced as per approved submittal or approved as noted, A 24 hour faxed notice Is required for all deliveries,the shipper must contact GBC's main office at 724-277.4284(FAX)to arrange deliveries. Delivery hours are 8:00 a.m.to 3:30 p.m.,Monday through Friday. If a 24 hour notice is not given via fax and returned signed by GBC,we will not accept dellvory. Materials shipped not according to schedule will not be paid for until Installed or as slated in schedule. Shipper must bring cargo to tailgate of muck. GBC will not assist the truck driver in anyway to perform this task. Damaged goods may be accepted,damage Will be noted on bill of lading,a dollar amount will be withheld from payment to Suppiter/Manufaclurer until replaced in kind by Suppller/Manufacturer. If damage occurred Inside of crate or concealed at the time of delivery and not noted on bill of lading the Su 118 N nufacturerwill replace in kind ata later date. A dollar amount maybe withheld until re laced in kind. 4W0018 I)WR&L43 4/1112013 Miller Dale Authorized SlgnatureSuppiler/Manufacturer Date Return one signed copy EXHIBIT U Remit To: PO Box 8500-2180 Philadelphia PA 19178-2180 *Philade * * r PHILADELPHIA p ',",MIXING Phone: 717-832-2800 SOLUTIONS Lt Fax: 717-832-1740 ISO 9001:2000 Certified Invoice: 111558 INVOICE Page: 1 of 1 - - - Date: 4/26/2013 Sold To: Ship To: GALWAY BAY CORPORATION GALWAY BAY CORPORATION 3931 SCHOOL ROAD SOUTH 1010 Roslyn Ave JEANETTE PA 15644 Cambridge MD 21613 United States United States Customer: 101184 Fax: 724-325-1275 EMail: Inv To: GMaynard@galway-baycorp.com PO Number: 3048DD Terms:, Net 30 Days Sales Order: 58115 Ship Date: 4/26/2013 Packin Slip: 11957 Sales fax ID:25-1861696 (updated 2/09) Line Quantity Part Number/Description Revision Unit Price Ext.Pricel 1 1.00 FIELD SERVICE - $1,200.00 EA $1,200.00 Line Ref. 1 FIELD SERVICE Due ate:5/26/2013 Terms: Net 30 Days Invoice SubTotal: $1,200.00 Payment Information: Misc Charges SubTotal: $0.00 Wells Fargo Bank Taxes Sub Total: $0.00 Account Number: 2079950045267 ABA Number: 121000248-Wires INVOICE TOTAL: . $1,200.00 ABA Number: 031100225-ACH Swift Code: WFBIUS6S Less Adv Billing/Payment: $0.00 Philadelphia Mixing Solutions LTD Balance Due: $1,200.00 USD Federal Tax 10#27-1329237 OF ICE O E: , t THONG st Ry IN THE COURT OF COMMON PLEAS IN 24 OCT 31 PH 2: 37 CUMBERLAND COUNTY, PENNSYLVANIACtir COUNTY SYLVA ifIA PHILADELPHIA MIXING SOLUTIONS, : LTD. CIVIL ACTION Plaintiff v. NO. 14-6095 GALWAY BAY CORPORATION, and : LIBERTY MUTUAL INSURANCE COMPANY Defendants AFFIDAVIT OF SERVICE OF NOTICE AS TO DEFENDANT LIBERTY MUTUAL INSURANCE COMPANY COMMONWEALTH OF PENNSYLVANIA SS: COUNTY OF DAUPHIN Jonathan H. Rudd, being duly sworn according to law, deposes and says the following: I am one of the attorneys for Philadelphia Mixing Solutions, Ltd., the Plaintiff in the above -captioned action. In said capacity, I caused the service of a Complaint in Civil Action in the above -captioned action to be made upon Defendant Liberty Mutual Insurance Company by service via certified mail, return receipt, restricted delivery, at 8044 Montgomery Road, Suite 150E, Cincinnati, Ohio, 45236, on October 23, 2014, as 1 evidenced by the attached executed Certified Mail, PS Form 3811. Sworn to and subscribedt before me this )1 -Clay of October, 2014. • Nota Pub ic na han H. Rudd COMMONWEAUT14 OP PENNSYLVANIA Notarial Seal Kern 3. Smith, Notary Public City of Harrisburg, Dauphin County My Commission Expires May 29, 2015 71% 9008 9111 6760 3914 Liberty Mutual Insurance Company 0: Attention: President 8044 Montgomery, Road Suite 150E Cincinnati, OH 45236 SENDER: Jonathan H. Rudd REFERENcE:28783-0001 PS Form 3800 Janua 2005 RETURN RECEIPT SERVICE Postage Certified Fee Return Receipt Fee 11111111111ffif - 11111110107 Restricted Delivery Total Postage & Fees AP. USPS' Receipt for w Certified Mail"' No Insurance Coverage Provided Do Not Use for International Mail 2. Article Number III lilt III III ill 71% 9008 9111 6760 3914 3. Service Type CERTIFIED MAILTM 4. Restricted Delivery? (Extra Foe) Yes 1. Article Addressed to: Liberty 1V1Litual Insurance Company Attention: President 8044 Montgomery Road Suite 150E Cincinnati, OH 45236 - ; 't • • F • Pc5ST A. R ..16 trf COMPLETE THIS SECTION ON DELIVERY Ned by (Please Print Marty) C. Signature X . Date of Agent ED Addressee D. Is deli.f(343/ iadsli:04,different from item 1? IrWs!efiter depeiyJedOess below: C-) -• r7 23783-0001 4-2.11:: 9-1. Jonathan H. Rudd CD Yes 0 No PS Form 3811, January 2005 Domestic Return IN THE COURT OF COMMON PLEAS IN CUMBERLAND COUNTY, PENNSYLVANIA PHILADELPHIA MIXING SOLUTIONS, : LTD. Plaintiff v. GALWAY BAY CORPORATION, and LIBERTY MUTUAL INSURANCE COMPANY Defendants CIVIL ACTION NO. 14-6095 ACCEPTANCE OF SERVICE F I:t9 AND NOW comes Richard W. Saxe, Jr., Esquire, attorney for Defendant Galway Bay Corporation, who, pursuant to Pa.R.Civ.P. No. 402(b), states: I accept service of the Complaint on behalf of Galway Bay Corporation, and certify that I am authorized to do so. Dated: November Y, 2014 ‘BABST CALLAND By Richard W. Saxe, Jr., Esquire Two Gateway Center Pittsburgh, PA 15222 (412) 394-6581(phone) (412) 586-1037(fax) rsaxe@babstcalland.com CERTIFICATE OF SERVICE I, Jonathan H. Rudd, Esquire, hereby certify that on this date, a true and correct copy of the foregoing document was served via United States mail, first class, postage prepaid to the following parties: Richard W. Saxe, Jr. Babst Calland Two Gateway Center Pittsburgh, PA 15222 Counsel for Galway Bay Corporation Amy Bentz Bentz Law Firm, P.C. Washington Center Bldg. Suite 200 680 Washington Road Pittsburgh, Pa 15228 Counsel for Liberty Mutual Insurance Company Date: November 5, 2014 .04( athan H. Rudd, Esquire SHERIFF'S OFFICE OF CUMBERLAND COUNTY Ronny R Anderson i ; r. �:r _,i_. I T Sheriff '^`' THE PROTHONCi7A Jody S Smith Chief Deputy Richard W Stewart Solicitor Vola OH ICE OF TkE Yl .h'IFF 2 f 4 NOV 17 Pu 3: 04 CUMBERLAND COUNTY PENNSYLVANIA Philadelphia Mixing Solutions, Ltd. vs. Case Number Galway Bay Corporation (et al.) 2014-6095 SHERIFF'S RETURN OF SERVICE 10/15/2014 Sheriff Ronny R Anderson, being duly sworn according to law, states he made diligent search and inquiry for the within named Defendant to wit: Galway Bay Corporation, but was unable to locate the Defendant in the Sheriffs bailiwick. The Sheriff therefore deputizes the Sheriff of Westmoreland, Pennsylvania to serve the within Complaint & Notice according to law. 10/30/2014 12:18 AM - The requested Complaint & Notice returned by the Sheriff of Westmoreland County, the within named Defendant Galway Bay Corporation, not found. Jonathan Held, Sheriff, Return of Service attached to and made part of the within record. SHERIFF COST: $37.49 SO ANSWERS, November 07, 2014 (c) CountySuite Sheriff, loleosoft, Inc. RONNY R ANDERSON, SHERIFF = P 10-20-H EXP: 11/14/2014 3931 SCHOOL ROAD SOUTH, JEANETTE, PA 15644 U, 0 0 cc 0 N GALWAY BAY CORPORATI SHERIFF'S OFFICE OF CUMBERLAND COUNTY Ronny R Anderson oC C11Ih rtl Sheriff Jody S Smith Chief Deputy 6. OFFICE OFTIiE SF".ERIFF 014 Richard W Stewart Solicitor Philadelphia Mixing Solutions, Ltd. vs. Galway Bay Corporation (et al.) Case Number • 2014-6095 [Service Details: SERVICE COVER SHEET 2_111-1-L0O95T Category: Manner: Notes: Civil Action - Complaint & Notice Deputize [ExPires: 11/14/2014 Zone: Warrant: VReJTC 3o o Serve To: Name: Primary Address: Phone: Alternate Address: Phone: Galway Bay Corporation 3931 School Road South Jeanette, PA 15644 DOB: [Attorney / Originator: Name: [Final Service: Served: Adult In Charge: Relation: Date: Deputy: Personally • Adult In Charge • Posted • Other Time: Mileage: Jonathan H. Rudd Phone: 717-237-5405 [Service Attempts: Date: Time: Mileage: Deputy: 10-3- l- l2lt 1iAc,10) 2 3 5 6 [Notes / Special Instructions: COMMONWEALTH OF PENNSYLVANI' NOTARIAL SEAL Denise Michelle Appleby, Notary Public Hempfield Twp., Westmoreland County My Commission Expires Aug. 12. 2;te, NEM R, PPI YLYN1SSy" IATI ,h �' .y(c.: Commonwealth of Pennsylvania County of Ilir' ( (x011041'' WESTIMOREL-AND"CO 3�U SHERIFF • CU NOTARY 1-1 0.1 ° TOTAL 11 t. ADVANCE i 3L/ =fit REFUND Now, October 15, 2014 f"S`iieriffo `Cumber) 66nty, Pennsylvania do hereby deputize the Sheriff of Westm�orre and County to execute service of the documents herewith and make return thereof according to law. to. 3 ( - t L[ Return To: Cumberland County Sheriffs Office One Courthouse Square Sworn to and subscribed before me Carlisle, PA 17013 • this Qi Ronny R Anderson, Sheriff 2114-06095-T CUMBERLAND CO SHERIFFS OFFICE ONE COURTHOUSE SQUARE CARLISLE,PA 17013