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Commencement of Action
S [XI Complaint E] Wiit of Summons D Petition
E E] Transfer from Another Jurisdiction El Declaration of Taking
C Lead Plaintiffs Name Lead Defendant’s Name
T Allen Cohen W8 Cumby Inc
I Dollar Amount Requested .within arbitration iimits
I Are money damages requeSted? 13! Yes E No (check one) Doutside arbitration limits
0
N Is this a Class Action Slut? El Yes No Is this an MDJAppeal? [El Yes E] No
A Name ofPlaintifflAppellant’s Attorney Samuel W Cortes Esquire
Check here if you have no attorney (are a Self Represented [Pro Se] Litigant)
Nature of the Case Place an “X” to the left of the ONE case category that most accurately describes you1
PRIMARY CASE If you me making mom than one type of claim, check the one that
' you considei mostimp01ta11t
TORT (do not Include Mass Tort) CONTRACT (do not Include Judgments) CIVIL APPEALS
I D Intentional E] Buyer Plaintiff Administrative Agencies
[:1 Malicious Prosecution [:1 Debt Collection Credit Card C] Board of Assessment
[:1 Motor Vehicle a Debt Collection Other [I Board of Elections
[Z] Nuisance E Dept of Transportation
[I Premises Liability Statutory Appeal Other
S E] Product Liability (does not Include
. E mass [011) I] Employment Dispute
| Discrimination
S] d /L b 1/ D f t
' C E 031nm? I e e ama ion Employment Dispute Other a Zoning Board
Other
T
I C] Other
0 MASS TORT
[I Asbestos
N [I Tobacco
E] Toxic Tort DES
, D $°x1°$§rt Implant REAL PROPERTY MISCELLANEOUS
[I 001x1c aste a Ejectmcnt [I Common Law/Statutory Arbitration
B [3 tier E! Eminent Domain/Condemnation E Declaratory Judgment
E] Ground Rent [I Mandamus
E] Landlord/Tenant Dispute E] Non Domestic Relations
El Mortgage Foreclosure Residential Restraining Order
PROFESSIONAL LIABLITY E] Mortgage Foreclosure Commercial E] Quo Warranto
E] Dental [I Partition E] Replevin
E] Legal E] Quiet Title III Other
El Medical E] Othei
[I Other Professional
Updated 1/1/2011
FOX ROTHSCHILD LLP
BY Samuel W Cortes, Esquire
Kevin W Boyle, Esquire
Attorney Identification Nos 91494/323 887
Eagleview Corporate Center
747 Constitution Drive, Suite 100
Exton PA 19341 0673
Telephone (610) 458 7500 Attorneysfor Plaintiffs
IN THE COURT OF COMMON PLEAS
ALLEN COHEN and SUSAN COHEN DELAWARE COUNTY J
941 Wooton Road 2 l!
Bryn Mawr Pennsylvania 1910] NO C \ U 20 (Z 00 2;
Plaintiffs,
v. i
WS CUMBY INC
938 Lincoln Avenue
Springfield, Pennsylvania 19064
INSTITUTE FOR ADVANCED STUDY i
1 Einstein Drive
Princeton, New Jersey 08540 I
Defendants,
M COHEN AND SONS INC 1
400 Reed Road i
Broomall, Pennsylvania 19008 :
Nominal Defendant
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 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 on 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
1340395941
YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE IF YOU DO
NOT HAVE A LAWYER OR CANNOT AFFORD ONE GO TO OR TELEPHONE THE
OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP
Lawyers’ Referral Service
Front and Lemon Streets
Media PA 19063
(610) 566 6625
2
1340395941
E“ [L {f
FOX ROTHSCHILD LLP 2322 ; W Iq 1
BY Samuel W Cortes, Esquire 1‘ 1 I’ 3 35
Kevin W Boyle, Esquire r
Attorney Identification Nos 91494/323887 I ,I V
Eaglevicw Corporate Center r * A ' .
747 Constitution Drive, Suite 100 U L"? ’
Exton PA 19341 0673
Telephone (610) 458 7500 Attorneysfor Plamtzfls
IN THE COURT OF COMMON PLEAS /
ALLEN COHEN and SUSAN COHEN DELAWARE COUNTY <7 7
941 Wooten Road ! 1) % 7 g)
Bryn Mawr Pennsylvania 19101 I NO 0 20 22,0 0
Plaintiffs,
v. i
WS CUMBY INC
938 Lincoln Avenue
Springfield, Pennsylvania 19064
INSTITUTE FOR ADVANCED STUDY
1 Einstein Drive
Princeton, New Jersey 08540 I
|
Defendants, :
i
M COHEN AND SONS INC i
400 Reed Road
Broomall, Pennsylvania 19008
Nominal Defendant
COMPLAINT FOR DECLARATORY JUDGMENT AND
FOR A STAY OF ARBITRATION
Plaintiffs, Allen Cohen and Susan Cohen (collectively, “Plaintiffs”), file this Complaint
against Defendants, WS Cumby, Inc (“Cumby”) and Institute for Advanced Study (“IAS”), as
well as Nominal Defendant, M Cohen and Sons, Inc (“MCS”), and aver as follows
1340395941
PARTIES
1 Allen Cohen is an adult individual who resides at 941 Wooton Road, Bryn Mawr,
Pennsylvania 19101, and is the President and a shareholder of MCS
2 Susan Cohen is an adult individual who resides at 941 Wooton Road, Bryn Mawr,
Pennsylvania 19101
3 Cumby is a corporation existing under the laws of Pennsylvania with a business
address of 938 Lincoln Avenue, Springfield, Pennsylvania 19064
4 IAS is business entity headquartered at 1Einstein Drive, Princeton, New Jersey
08540
5 MCS is a corporation existing under the laws of Pennsylvania with a business
address of 400 Reed Road, Broomall, Pennsylvania 19008
6 MCS is joined as a nominal defendant solely to comport with the requirements of
the Vale doctrine and to allow the Court to exercise subject matter jurisdiction over this dispute
JURISDICTION AND VENUE
7 This court has subject matter jurisdiction over this dispute as a court of general
jurisdiction and pursuant to the Declaratory Judgmerits Act, 42 Pa C S §§ 7532, e_t seq
8 Jurisdiction and venue are proper in Delaware County because (a) MCS is located
in Delaware County, (b) Cumby is located in Delaware County, and (c) the Agreement (defined
below) was agreed upon and executed in Delaware County, and, therefore, the facts that give rise
to the controversy occurred in Delaware County
7
2
1340395941
.
FACTUAL BACKGROUND
9 On or about March 23, 2018, MCS and Cumby entered into a written agreement
(the “Agreement”) for a construction project concerning IAS (the “Project”) A true and correct
copy of the Agreement is attached as Exhibit “A” and is incorporated herein by reference
10 A dispute later arose by and between MCS and Cumby as to services provided
under the Agreement, among other things
11 On November 15, 2019, MCS filed a lawsuit against Cumby for breach of the
Agreement, among other things, in the Court of Common Pleas for Delaware County
12 On December 3, 2019, Cumby, initiated an arbitration (the “Arbitration”) at AAA
Case No 01 20 0014 8160, before the American Arbitration Association (the “AAA”), pursuant
to the Agreement
13 On March 31 2021 Cumby joined IAS to the Arbitration
14 MCS, Cumby, and IAS, are the parties to the Arbitration
15 Plaintiffs are not parties to the Arbitration
16 In the discovery phase of the Arbitration, Cumby sought the production of all
third party records relating to the Project These records include attorney client privileged
documents and communications by and between Plaintiffs, individually, and their former
personal counsel (the “Privileged Documents”), Cohen Seglias Pallas Greenhall & Furman, P C
( CSPGF )
17 Plaintiffs did not, and do not, waive the attorney client privilege protecting the
Privileged Documents
18 Plaintiffs claimed, and expressly claim, the protections of the attorney client
privilege as to the Privileged Documents
3
1340395941
19 MCS did not produce the Privileged Documents in the Arbitration
20 MCS objected to the production of the Privileged Documents in the Arbitration
because Plaintiffs did not agree to arbitrate any dispute, Plaintiffs are not a party to the
Arbitration, MCS lacks authority to produce Plaintiffs’ Privileged Documents, and the Privileged
Documents are protected by the Plaintiffs’ attorney client privilege
21 On March 28, 2022, the Arbitration panel (the “Panel”) issued an order directing
MCS to produce the Privileged Documents A true and correct copy of the March 28, 2022
Order (“Order No 7”) is attached as Exhibit “B ”
22 Order No 7 is under reconsideration by the Panel
COUNT I
CLAIM FOR DECLARATORY JUDGMENT
23 The foregoing paragraphs of this Complaint are incorporated by reference as
though set forth at length herein
24 Pursuant to the Declaratory Judgments Act, the Court may declare the rights,
status, and other legal relations for, in between, and among parties, and such declarations shall
have the force and effect of a final judgment or decree 42 Pa C S § 7532
25 Pursuant to 42 Pa C SA § 7304(b), the Court may stay an arbitration “on a
showing that there is no agreement to arbitrate ” 42 Pa C SA § 7304(b)
26 The threshold question of whether a party agreed to arbitrate a particular dispute
is a jurisdictional question that must be decided by the Court Smith v Cumberland Group, Ltd ,
687 A 2d 1167 1171 (Pa Super Ct 1997)
27 Thejudicial inquiry is limited to deciding only (a) whether an agreement to
arbitrate exists, and (b) whether the dispute falls within the scope of the arbitration agreement
4
1340395941
Sanitagy Sewer Auth 0f Shickshinny v Dial Associates Const Group, Inc , 532 A 2d 862 (Pa
Super Ct 1987)
28 The authority of the arbitrators arises solely from the mutual assent of the parties
to the terms of arbitration Neshaminy Federation of Teachers v Neshaminy School District,
428 A 2d 1023 1025 (Pa Commw Ct 1981)
29 “Courts are not at liberty to require submission to arbitration unless the parties
have agreed expressly to do so ” Q
30 “In general, only parties to an arbitration agreement are subject to arbitration ”
Elmn v DeLuca 48 A 3d 457 461 (Pa Super Ct 2012)
31 As to the attorney client privilege, “[t]he purpose of the attorney client privilege
is to benefit the client, and, accordingly, the client is the holder of the privilege ” Maleski v
Corporate Life Ins Co 646 A 2d 1 4 (Pa Commw Ct 1994)
32 Heie, Order No 7 purports to require MCS to produce to third parties documents
protected by Plaintiffs’ attorney client privilege
33 Yet, Plaintiffs are not parties to the Arbitration and are not parties to the
Agreement giving rise to the Arbitration
34 Thus, Plaintiffs have not agreed to arbitrate the dispute as to the Privileged
Documents
35 Further, any dispute regarding the Privileged Documents is certainly outside the
scope of arbitration provision set forth in the Agreement, which limits arbitration to those
disputes by and between MCS and Cumby [Exhibit A at Exhibit C 1] 313]
36 The dispute as to Plaintiffs’ assertion of the attorney client privilege as to the
Privileged Documents clearly must involve Plaintiffs because only Plaintiffs hold the the
5
1340395941
attorney client privilege as t6 the Privileged Documents, and only Plaintiffs may waive it
Maleski 646 A 2d at 4
37 For the foregoing reasons, the Panel lacks the authority to order the production of
the Privileged Documents
38 In light of the foregoing, Plaintiffs request that the Court issue a declaratory
judgment declaring as follows
a Plaintiffs are not parties to the Agreement;
b Plaintiffs have not agreed to arbitrate any dispute as to the Privileged
Documents;
0 Any dispute as to the Plaintiffs’ assertion of the attorney client privilege is
a dispute outside the scope of the arbitration provision of the Agreement;
d MCS cannot produce the Privileged Documents to a third party without
Plaintiffs’ consent, and
e Plaintiffs are not required to produce, nor required to consent to the
production of, the Privileged Documents in the Arbitration
39 In addition, Plaintiffs request that the Court issue an Order pursuant to 42 Pa
C SA § 7304(b) staying the Arbitration pending resolution of the issues raised in this
Complaint 1
1 A Petition to Stay Arbitration is filed contemporaneously
6
134039594 1
WHEREFORE Plaintiffs Allen Cohen and Susan Cohen respectfully request that the
Court enter judgment in their favor and against Defendants for the relief requested herein,
including, without limitation, the declaratory judgment requested and an order staying the
Arbitration pending with the American Arbitration Association at Case No 01 20 0014 8160
Plaintiffs also request an award of attorneys’ fees and costs consistent with the case law
interpreting the Declaratory Judgments Act, and such other relief as the Court deemsjust
Respectfully submitted,
FQX%HSCHILD LLP
Dated Max 13 2022 By /515%
Samuel W Cortes, Esquire
Kevin W Boyle, Esquire
Attorney Identification Nos 91494/323 887
Eagleview Corporate Center
747 Constitution Drive, Suite 100
Exton PA 19341 0673
Telephone (610) 458 7500
Attorneysfor Plamtszs
7
1340395941
VERIFICATION L
1, Allen Cohen, verify that the statements made in the foregoing Complaint are true and
correct to the best of my information and belief I understand that false statements therein are
made subject to the penalties of 18 Pa CSA § 4904, relating to unswom falsifications to ,
authorities
Date (9'3 \3 22: Q L911
A [en Cohen
1340395941
VERIFICATION
1,Susan Cohen, verify that the statements made in the foregoing Complaint are true and
correct to the best of my infomtation and belief Iunderstand that false statements therein are
made subject to the penalties of 18 Pa CSA § 4904, relating to unsworn falsifications to
authorities
[I
i
Date 0’5 \3 ¢4¢L
usan Cohen
1340395941
EXHIBIT A
[ER [E @W‘: I ,
A ws cums? L W1
Q CONSTRUCTIO
INTEGRITY WNW mmm
N JUL 23 2013
W 3 Ca
Subcontlactor M Cohen and Sons JMFBY me 20, 2018
Project IAS Rubenstein Commons
Enclosed please find your contl act for the above referenced p1 eject Please complete the following
X Initial and sign ail exhibits on both copies where indicated and retum both copies of the contract and
all exhibits One copy will be executed and returned to you accordmgly
X Submit Certificate of Insmance naming The Institute for Advanced Study Louis Bamben ger,
and Mrs Felix Fun Foundation, and W S Cumby, Inc and all others as requ1red by contract
as additional named insured w1thin seven 17 1 days of contract or before commencement of work,
whichever is sooner (See Exhibit “E”)
Please note that should you employ a subcontractor for any portion of your scope of work
during the gourse of this project, they are subject to approval by W S Cumby, Inc and we
must have Certificates of Insurance within the same time frame mentioned above
X Submit W 9 lequest fox Tax Payel Identification and Certification
X Submit Perfonnance Bond within seven (7) days
X Submit list, to WSC accounting depa'11ment with contact information, for all suppllers and gut)
subcontlactors (See Exhibits H & I)
X Submit itemized Schedule of Values (cost bleakdown) showing full contract amount withm seven {7)
days
X Submittals Submittals all submittalslshop drawings/product datalsamples are required as per
Project Specifications and Project Schedule (Exhibit P") If not included in Project Schedule submittals
are due AS SOON AS POSSIBLE Please send via e mail to Project Manager, Brett Heisey
Bheisey@cumby com and Project Engineer Josh Garnant Jgarnant@cumby com
Also, glease note the following important information relative to this Qrolect
Project Name IAS Rubenstein Commons
WSC Job # 1611
Project Address 50 Maxwell Lane Princeton NJ 08540
PrOJect Manager Brett Heisey Cell (610) 675 4244 and Email Bheisey@cumby com
Superintendent Michael Bonacci Cell (610) 637 2981 and Email Mbonacci@cumby com
We me looking f0! ward to won king with you on this [)1 oject
1
W S CUMBY
CONSTRUCTION
Imam WNW“! comm
Project IAS Rubenstein Commons
Subcontl actot T1 ade Contract Exteriox Cladding & Glazsing Systems
Subcontractor Company Name M Conch and Sons
Contract # 1611 08900
Agxeement made on 3/23/20] 8
WS Cumby, Inc (herein“Cont1act01”) with an office at 938 Lincoln Avenue, Springfield, PA 19064 and
and
M Cohen and Sons (herem “Subcont1actor”) with an office at 400 Reed Road, B1oomall, PA 19008
Contractor has been engaged by (herein “Owne1"’) regarding the const1 uction ofthe pioject generally described
below
at a site located at Einstein Drive
Princeton, NJ 08540
Subcontractor’s W01 k. The Conhact01 employs the Subcontractor to p61 form all wo1k and supply all lab01,
supewision, mate1ials, equipment, tools, shop drawings, and samples, and other items necessary to complete all
work related to the following
Extent» Cladding mu! Glazing Walk r
in full accordance with all 1equi1ements of this Agreement and the Contract Documents, this w01lc shall be
lefeued to he1 emafiei as the “Work ”
The Subconttactor explessly agi ees that the Subcontract plice includes (a) all w01k p1 ovided 1°01 in the d1awings
and specifications, togethel with all w01k reasonably inferable the1efrom (consistent with the scope of the pi oject
desclibed in the General Conditions); and (b) all increase in cost foxeseen 01 unforeseen, including without
limiting the genelality of the fo1egoi11g, taxes,labox and materials, the cost of which is to be bome solely by the
Subcontract01 All loss 01damage at ising fiom any of the w011c till ough unfoneseen 01 unusual obshuctions,
difficulties 01 delays which may be encounteled in the p] osecution of same or flu ough the action of the elements
shall be bome by the Subcontx act01
Contract Documents The Contlact Documents include all of the Contact Documents for the Pxoject by which
the Conn act01 is bound to the Ownei including, without limitation, the w1itten agleement between the Contiact01
and Ownei dated Janual y 20, 2017 (“the Genexal Conttact”), any genelal, special 01 supplementaiy conditions and
all specifications, diawings, addenda, modifications and exelcised alte1 nates Subcontracton acknowledges that all
such documents have been made available fox leview, inspection and copying
W S CUMBY
$3 CONSTRUCTION
A 4
mmmmmmw commit?"
A list ofthe Conn act Documents is as listed below
This Trade Contract Please Initial Pages
Exhibit A List ofDiawings and Specifications fig 06 pages
Exhibit B Scope of W011: mg; 02 pages
Exhibit B 1 Subcont1 act01 Project Contact List rSY—SQ 01 page
Exhibit C WS Cumby, Inc Genel a1 Conditions gQ 36 pages
Exhibit D WS Cumby, Inc Special Conditions §ng 07 pages
Exhibit D 1 Safety Oiientation Form gQ 03 pages
Exhibit D 2 Job Site Orientation F01m {‘3Q 02 pages
Exhibit D 3 Job Site Map 3Q 01 page
Exhibit D 4 IAS Tiaffic Policy & Fines gm. 01 gage
Exhibit E Sample Certificate of Insut ance Requilements 01 a 6
Exhibit E 1 Insurance Inf01mation 4% 015a;
Exhibit F Form of Wananty t A g 01 page
Exhibit G Application for Paymenthaivel of Liens 4f 52 04 pages
Exhibit H Supplier/Subcontlactors Thild Party Release 01 a 6
Exhibit I Subcontract01/Supplie1 Affidavit fig 01 gaze
Exhibit K Equal Employment Opportunity Clause 3Q 01 page
Exhibit L Construction IAQ Management Plan a Q 04 pages
Exhibit M W 9 Identification Numbe1 & Celtification g (Q 04 pages
Exhibit N IAS Tax Exempt Celtificate CF 3 01 page
Exhib it 0 WSC Form ST 13 Contract01’s Exempt Purchase
Certificate fig 02 pages
Exhibit P P1 oject Schedule E3 08 pages
Exhibit Q Certified Payroll Form to be used fig 02 pages
Time Is of the Essence
Tune is of the essence in the commencement of the W011< and the pe1formance of this Agreement and the W01k
Subcontractm shall be liable f01 all dilect and consequential damages alising out of any failure to pe1form the
Work in accmdance with the telms and p1 ovisions of this Agreement
Subconti actor acknowledges that it has leviewed the Conn act Documents and accepts them with full
Iesponsibility and liability f01 the perfonnance theleof, and neithel Ownei nor Connact01 shall have lesponsibility
01 liability f01 the pe1f01mance of the W01k
Sevelabilitx and Waive: The paltial 01 complete invalidity of any one 01 mow provisions of this Ag1eement
shall not affect the validity 01continuing foxce and effect of any othe1 plovision The faihue of Cont1actox to
insist, in any one 01 mow instances, upon the perf01mance of any of the telms, covenants 01 conditions of this
Ag1 cement, 01 to exeicise any light heiein, shall not be consumed as a waivel 01 ielinquishment of such teun,
covenant, condition 0: light as iespects fm'thei p61 fonnance
Subcontiact P1 ice The Contnactox aglees to pay to the Sttbgghtiaetol; as full Egmpeltsatipil fqi the satisfactmy
petfpnhapce gt the SubeQnti act01 ’s Wong the sg_m of Ihiee Million Five Hundred Eight Thousand Eight
fifidifed Emu Nine Théilsafid Ddilars ' {$3,508,849 00) (“The Subcontl act Plice”) in accmdancc with
Alticles I tluu 9 oflhe Geneial Conditions This Subcontlact Plice includes all applicable feclelal stateand
municipal taxes including but not limited to all sales anduse taxes that may apply
W S CUMBY
CONSTRUCTION
Entire Agreement This Ag1 cement is solely f01 the benefit of the signatories hereto and 1ep1 esents the entire
and integrated agreement between the parties he1eto and supelsedes all prior or contempo1 aneous negotiations,
representations, 01 agreements, either mitten 01 oral Except as othel W156 provided fox harem, no changes,
amendments or modifications of the terms hereof shall be valid unless xeduced to writing and signed by the
parties hereto
If Subcontl actor is a partne1ship, hmited partnelshjp, association 01 joint venture, the separate entities which
complise subcontractor shall be jointly and severely bound by the terms and conditions of the cont1 act documents,
and shall be jomtly and sevelaIly liable to Contractor and owner fox any. failure to perform the Work in strict
accordance with the Conn act Documents
IN WITNESS WHEREOF, and intended to be legally bound hereby, the parties hereto have executed this
Agreement under seal, the day and year fixst above w1 itten
M Cohen and Sons W.S Cumbx, Inc
Subcontractor Contractor
1 \\
By A Q N By l#J(Q; LA
\a
Flint Name Fret“ Q31; QKrflLl‘EKKO Michael O’Brien
I Vice President
, 6 l
l 1‘ z
w5 cu M BY
Project Enter Project Name
SUBCONTRACTOR TRADE CONTRACT
Subcontract01 Company Name XXXX
Cost Code XXXX
Agreement made this day XXth of X, 201X between
WS CUMBY, INC (1161 ein “Contract01”) with an office at 938 meoln Avenue,
Spr1ngfield PA 19064 and
XXXX (herein “Subcontracto1”) w1th an office at XXXXXXX
Conhactor has been engaged by (hetein “Owner”) regalding the construction of the
project generally described below
”7 at a $th located at , u \
1%V;I;J\llla/ll llail-l ll‘xyl i‘lig‘?! Elf};
Subcontractpr’s Work The Contract01 employs the Subcontractm to perform all work
and supply all labor, supervision, materials, equipment,- tools, shop drawmgs, and
samples, and other items necessary to complete all w01k 1e1ated to the followmg
XXXX
in full acco1dance with all requirements of this Ag1eement and the Contlact Documents,
this w01k shall be 1efe1'red to hereinafier as the “Wo1k ”
The Subcont1 actor exp1essly agrees that the Subcontract p1ice includes (a) all wo1k
provided fox in the d1awings and specifications, together with all work 162180118.ny
infel able thelefiom (conSIStent with the scope of the proj ect desc1ibed in the Genelal
Conditions), and (b) all increase 1n cost f01eseen or unf01eseen, includmg w1thout
limiting the genelality 0fthe foregone: tazea 12122; giaateiala £115: 99%: 9iwh1<=h 1*? to
329 192133: $242131 by £122 éyhegat; @912; mmmmmme MOB
EnWWhe‘PFGS'éwHGMfmeimgfihzasfiofiefithgafefigmfikfi
bmawmmamfi w
Conn act Documents The Conuact Documents include all of the Connaet Documents
f01 the P1 eject by which the Co1111act01 IS bound to the Owne1 mcluding, without
limitation, the mitten agleement between the Co11t1acto1 and Owne1 dated XXXX(“the
Genex a1 Contlact”), any genetal, special 01 supplementa1y conditions and all
W8C Standald Subcontract tmm 9H3
Page l0! I
IAS Rubenstein Commons
A) W S CUMBY Exhibit A
< 1; CONSTRUCTION Drawing Log
IHI'EGIII'I‘I P RT IEHSIIIP LOL‘MITHENY
Drawing # Version Description Date Issued Revisions
A 000 100%) CD CIVIL & COMPLETE SET CODE AND INSTALLATION STANDARDS 11/28/2017
A 001 100% CD CIVIL 81 COMPLETE SET WALL TYPES 11/28/2017
A 002 100/ CD CIVIL 8| COMPLETE SET FLOOR TYPES AND DETAILS 11/28/2017
A 003 100V CD CIVIL 8: COMPLETE SET CEILING TYPES AND DETAILS 11/28/2017
A 004 100% CD CIVIL 81 COMPLETE SET FINISH SCHEDU LE 11/28/2017
A 005 100% CD CIVIL 84 COMPLETE SET DOOR SCHEDULE AND WINDOW SCHEDULE 11/28/2017
A 006 100% CD CIVIL 8o. COMPLETE SET FIXTURE SCHEDULE 11/28/2017
A 008 100‘? CD CIVIL 8L COMPLETE SET ACCESS PANEL SCHEDULE 11/28/2017
A 100 0 100% CD CIVIL & COMPLETE SET Basement Level Plan 11/28/2017 Add 1 12/12/1‘
A 101 0 100%: CD CIVIL & COMPLETE SET Ground Floor Plan 11/28/2017 Add 1 12/12/17
A 102 O 100% CD CIVIL & COMPLETE SET Mezzanine Plan 11/28/2017 Add 1 12/12/17
A 103 100%: CD CIVIL & COMPLETE SET Roof Plan 11/28/2017 Add 1 12/12/17
A 110 1001: CD CIVIL & COMPLETE SET Basement Flnlsh Floor Plan 11/28/2017
A 111 100/ CD CIVIL & COMPLETE SET Ground Level Finish Floor Plan 11/28/2017
A 112 100% CD CIVIL & COMPLETE SET Mezzanine Finish Floor Plan 11/28/2017
A 120 0 100% CD CIVIL & COMPLETE SE1" Basement RCP 11/28/2017
A 121 0 100%: CD CIVIL 8L COMPLETE SET Ground Floor RCP 11/28/2017
A 122 0 1007 CD CIVIL & COMPLETE SET Mezzanine RCP 11/28/2017
A 200 O 100/ CD CIVIL & COMPLETE SET Exterior Elevations 11/28/2017
A 201 0 100V CD CIVIL & COMPLETE SET Unfolded Exterior Elevations 11/28/2017
A 202 0 100°/ CD CNIL & COMPLETE SET Unfolded Exterior Elevations 11/28/2017
A 203 0 1007 CD CIVIL & COMPLETE SET Unfolded Exterior Elevations 11/28/2017
A 204 0 100%: CD CIVIL & COMPLETE SET Unfolded Exterior Elevations 11/28/2017
A 205 O 100% CD CIVIL & COMPLETE SET Unfolded Exterior Elevations 11/28/2017
A 301 100/ CD CIVIL & COMPLETE SET Building Sectionbs 11/28/2017
A 400 100‘? CD CIVIL & COMPLETE SET WALL SECTIONS 11/28/2017
A 401 100%) CD CIVIL & COMPLETE SET WALL SECTIONS 11/28/2017
A 402 100% CD CIVIL & COMPLETE SET WALL SECTIONS 11/28/2017
A 410 100/ CD CIVIL & COMPLETE SET EXTERIOR DETAILS 11/28/2017
A 411 100‘? CD CIVIL & COMPLETE SET EXTERIOR DETAILS 11/28/2017
A 412 100/ CD CIVIL & COMPLETE SET EXTERIOR DETAILS 11/28/2017
A 413 1009’ CD CIVIL & COMPLETE SET EXTERIOR DETAILS 11/28/2017
A 414 100? CD CIVIL 8L COMPLETE SET EXTERIOR DETAILS 11/28/2017
A 415 100%) CD CIVIL & COMPLETE SET EXTERIOR DETAILS 11/28/2017
A 416 1009’ CD CIVIL & COMPLETE SET EXTERIOR DETAILS 11/28/2017
A 417 100%: CD CIVIL & COMPLETE SET EXTERIOR DETAILS 11/28/2017
A 418 100/ CD CIVIL & COMPLETE SET EXTERIOR DETAILS
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”<2,le . (3, Supreme Cpfigrt ofgggnnsylvanla r3: 4 L ?{é‘4% gqmmp Coungioff \~ i\<;i}:,§Bleas For Prothonotmy Use Only 474/ \ XV}i a. v" #23729 {,5 ' ‘ k,“ " , Glylli-fCQYQ Hp\- EQ 5‘ IZSh‘éfit r? rm A '1‘) DOCket N0 \ ; ;, 1” r J] 14 if A ”jg. g ‘1" z '4 ' [/3 ”313‘er A/ County CyZfi vfla33 §§@;,/ (A (P The mfmmatzon collected on this form 1sused solelyfor court admmzsh anon puiposes 1711st717? does not supplement 0} Ieplace the f1ng and servzce ofpleadmgs or 01179) papels as I equzl ed by law 01 Jules Ofcoznt Commencement of Action S [XI Complaint E] Wiit of Summons D Petition E E] Transfer from Another Jurisdiction El Declaration of Taking C Lead Plaintiffs Name Lead Defendant’s Name T Allen Cohen W8 Cumby Inc I Dollar Amount Requested .within arbitration iimits I Are money damages requeSted? 13! Yes E No (check one) Doutside arbitration limits 0 N Is this a Class Action Slut? El Yes No Is this an MDJAppeal? [El Yes E] No A Name ofPlaintifflAppellant’s Attorney Samuel W Cortes Esquire Check here if you have no attorney (are a Self Represented [Pro Se] Litigant) Nature of the Case Place an “X” to the left of the ONE case category that most accurately describes you1 PRIMARY CASE If you me making mom than one type of claim, check the one that ' you considei mostimp01ta11t TORT (do not Include Mass Tort) CONTRACT (do not Include Judgments) CIVIL APPEALS I D Intentional E] Buyer Plaintiff Administrative Agencies [:1 Malicious Prosecution [:1 Debt Collection Credit Card C] Board of Assessment [:1 Motor Vehicle a Debt Collection Other [I Board of Elections [Z] Nuisance E Dept of Transportation [I Premises Liability Statutory Appeal Other S E] Product Liability (does not Include . E mass [011) I] Employment Dispute | Discrimination S] d /L b 1/ D f t ' C E 031nm? I e e ama ion Employment Dispute Other a Zoning Board Other T I C] Other 0 MASS TORT [I Asbestos N [I Tobacco E] Toxic Tort DES , D $°x1°$§rt Implant REAL PROPERTY MISCELLANEOUS [I 001x1c aste a Ejectmcnt [I Common Law/Statutory Arbitration B [3 tier E! Eminent Domain/Condemnation E Declaratory Judgment E] Ground Rent [I Mandamus E] Landlord/Tenant Dispute E] Non Domestic Relations El Mortgage Foreclosure Residential Restraining Order PROFESSIONAL LIABLITY E] Mortgage Foreclosure Commercial E] Quo Warranto E] Dental [I Partition E] Replevin E] Legal E] Quiet Title III Other El Medical E] Othei [I Other Professional Updated 1/1/2011 FOX ROTHSCHILD LLP BY Samuel W Cortes, Esquire Kevin W Boyle, Esquire Attorney Identification Nos 91494/323 887 Eagleview Corporate Center 747 Constitution Drive, Suite 100 Exton PA 19341 0673 Telephone (610) 458 7500 Attorneysfor Plaintiffs IN THE COURT OF COMMON PLEAS ALLEN COHEN and SUSAN COHEN DELAWARE COUNTY J 941 Wooton Road 2 l! Bryn Mawr Pennsylvania 1910] NO C \ U 20 (Z 00 2; Plaintiffs, v. i WS CUMBY INC 938 Lincoln Avenue Springfield, Pennsylvania 19064 INSTITUTE FOR ADVANCED STUDY i 1 Einstein Drive Princeton, New Jersey 08540 I Defendants, M COHEN AND SONS INC 1 400 Reed Road i Broomall, Pennsylvania 19008 : Nominal Defendant 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 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 on 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 1340395941 YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP Lawyers’ Referral Service Front and Lemon Streets Media PA 19063 (610) 566 6625 2 1340395941 E“ [L {f FOX ROTHSCHILD LLP 2322 ; W Iq 1 BY Samuel W Cortes, Esquire 1‘ 1 I’ 3 35 Kevin W Boyle, Esquire r Attorney Identification Nos 91494/323887 I ,I V Eaglevicw Corporate Center r * A ' . 747 Constitution Drive, Suite 100 U L"? ’ Exton PA 19341 0673 Telephone (610) 458 7500 Attorneysfor Plamtzfls IN THE COURT OF COMMON PLEAS / ALLEN COHEN and SUSAN COHEN DELAWARE COUNTY <7 7 941 Wooten Road ! 1) % 7 g) Bryn Mawr Pennsylvania 19101 I NO 0 20 22,0 0 Plaintiffs, v. i WS CUMBY INC 938 Lincoln Avenue Springfield, Pennsylvania 19064 INSTITUTE FOR ADVANCED STUDY 1 Einstein Drive Princeton, New Jersey 08540 I | Defendants, : i M COHEN AND SONS INC i 400 Reed Road Broomall, Pennsylvania 19008 Nominal Defendant COMPLAINT FOR DECLARATORY JUDGMENT AND FOR A STAY OF ARBITRATION Plaintiffs, Allen Cohen and Susan Cohen (collectively, “Plaintiffs”), file this Complaint against Defendants, WS Cumby, Inc (“Cumby”) and Institute for Advanced Study (“IAS”), as well as Nominal Defendant, M Cohen and Sons, Inc (“MCS”), and aver as follows 1340395941 PARTIES 1 Allen Cohen is an adult individual who resides at 941 Wooton Road, Bryn Mawr, Pennsylvania 19101, and is the President and a shareholder of MCS 2 Susan Cohen is an adult individual who resides at 941 Wooton Road, Bryn Mawr, Pennsylvania 19101 3 Cumby is a corporation existing under the laws of Pennsylvania with a business address of 938 Lincoln Avenue, Springfield, Pennsylvania 19064 4 IAS is business entity headquartered at 1Einstein Drive, Princeton, New Jersey 08540 5 MCS is a corporation existing under the laws of Pennsylvania with a business address of 400 Reed Road, Broomall, Pennsylvania 19008 6 MCS is joined as a nominal defendant solely to comport with the requirements of the Vale doctrine and to allow the Court to exercise subject matter jurisdiction over this dispute JURISDICTION AND VENUE 7 This court has subject matter jurisdiction over this dispute as a court of general jurisdiction and pursuant to the Declaratory Judgmerits Act, 42 Pa C S §§ 7532, e_t seq 8 Jurisdiction and venue are proper in Delaware County because (a) MCS is located in Delaware County, (b) Cumby is located in Delaware County, and (c) the Agreement (defined below) was agreed upon and executed in Delaware County, and, therefore, the facts that give rise to the controversy occurred in Delaware County 7 2 1340395941 . FACTUAL BACKGROUND 9 On or about March 23, 2018, MCS and Cumby entered into a written agreement (the “Agreement”) for a construction project concerning IAS (the “Project”) A true and correct copy of the Agreement is attached as Exhibit “A” and is incorporated herein by reference 10 A dispute later arose by and between MCS and Cumby as to services provided under the Agreement, among other things 11 On November 15, 2019, MCS filed a lawsuit against Cumby for breach of the Agreement, among other things, in the Court of Common Pleas for Delaware County 12 On December 3, 2019, Cumby, initiated an arbitration (the “Arbitration”) at AAA Case No 01 20 0014 8160, before the American Arbitration Association (the “AAA”), pursuant to the Agreement 13 On March 31 2021 Cumby joined IAS to the Arbitration 14 MCS, Cumby, and IAS, are the parties to the Arbitration 15 Plaintiffs are not parties to the Arbitration 16 In the discovery phase of the Arbitration, Cumby sought the production of all third party records relating to the Project These records include attorney client privileged documents and communications by and between Plaintiffs, individually, and their former personal counsel (the “Privileged Documents”), Cohen Seglias Pallas Greenhall & Furman, P C ( CSPGF ) 17 Plaintiffs did not, and do not, waive the attorney client privilege protecting the Privileged Documents 18 Plaintiffs claimed, and expressly claim, the protections of the attorney client privilege as to the Privileged Documents 3 1340395941 19 MCS did not produce the Privileged Documents in the Arbitration 20 MCS objected to the production of the Privileged Documents in the Arbitration because Plaintiffs did not agree to arbitrate any dispute, Plaintiffs are not a party to the Arbitration, MCS lacks authority to produce Plaintiffs’ Privileged Documents, and the Privileged Documents are protected by the Plaintiffs’ attorney client privilege 21 On March 28, 2022, the Arbitration panel (the “Panel”) issued an order directing MCS to produce the Privileged Documents A true and correct copy of the March 28, 2022 Order (“Order No 7”) is attached as Exhibit “B ” 22 Order No 7 is under reconsideration by the Panel COUNT I CLAIM FOR DECLARATORY JUDGMENT 23 The foregoing paragraphs of this Complaint are incorporated by reference as though set forth at length herein 24 Pursuant to the Declaratory Judgments Act, the Court may declare the rights, status, and other legal relations for, in between, and among parties, and such declarations shall have the force and effect of a final judgment or decree 42 Pa C S § 7532 25 Pursuant to 42 Pa C SA § 7304(b), the Court may stay an arbitration “on a showing that there is no agreement to arbitrate ” 42 Pa C SA § 7304(b) 26 The threshold question of whether a party agreed to arbitrate a particular dispute is a jurisdictional question that must be decided by the Court Smith v Cumberland Group, Ltd , 687 A 2d 1167 1171 (Pa Super Ct 1997) 27 Thejudicial inquiry is limited to deciding only (a) whether an agreement to arbitrate exists, and (b) whether the dispute falls within the scope of the arbitration agreement 4 1340395941 Sanitagy Sewer Auth 0f Shickshinny v Dial Associates Const Group, Inc , 532 A 2d 862 (Pa Super Ct 1987) 28 The authority of the arbitrators arises solely from the mutual assent of the parties to the terms of arbitration Neshaminy Federation of Teachers v Neshaminy School District, 428 A 2d 1023 1025 (Pa Commw Ct 1981) 29 “Courts are not at liberty to require submission to arbitration unless the parties have agreed expressly to do so ” Q 30 “In general, only parties to an arbitration agreement are subject to arbitration ” Elmn v DeLuca 48 A 3d 457 461 (Pa Super Ct 2012) 31 As to the attorney client privilege, “[t]he purpose of the attorney client privilege is to benefit the client, and, accordingly, the client is the holder of the privilege ” Maleski v Corporate Life Ins Co 646 A 2d 1 4 (Pa Commw Ct 1994) 32 Heie, Order No 7 purports to require MCS to produce to third parties documents protected by Plaintiffs’ attorney client privilege 33 Yet, Plaintiffs are not parties to the Arbitration and are not parties to the Agreement giving rise to the Arbitration 34 Thus, Plaintiffs have not agreed to arbitrate the dispute as to the Privileged Documents 35 Further, any dispute regarding the Privileged Documents is certainly outside the scope of arbitration provision set forth in the Agreement, which limits arbitration to those disputes by and between MCS and Cumby [Exhibit A at Exhibit C 1] 313] 36 The dispute as to Plaintiffs’ assertion of the attorney client privilege as to the Privileged Documents clearly must involve Plaintiffs because only Plaintiffs hold the the 5 1340395941 attorney client privilege as t6 the Privileged Documents, and only Plaintiffs may waive it Maleski 646 A 2d at 4 37 For the foregoing reasons, the Panel lacks the authority to order the production of the Privileged Documents 38 In light of the foregoing, Plaintiffs request that the Court issue a declaratory judgment declaring as follows a Plaintiffs are not parties to the Agreement; b Plaintiffs have not agreed to arbitrate any dispute as to the Privileged Documents; 0 Any dispute as to the Plaintiffs’ assertion of the attorney client privilege is a dispute outside the scope of the arbitration provision of the Agreement; d MCS cannot produce the Privileged Documents to a third party without Plaintiffs’ consent, and e Plaintiffs are not required to produce, nor required to consent to the production of, the Privileged Documents in the Arbitration 39 In addition, Plaintiffs request that the Court issue an Order pursuant to 42 Pa C SA § 7304(b) staying the Arbitration pending resolution of the issues raised in this Complaint 1 1 A Petition to Stay Arbitration is filed contemporaneously 6 134039594 1 WHEREFORE Plaintiffs Allen Cohen and Susan Cohen respectfully request that the Court enter judgment in their favor and against Defendants for the relief requested herein, including, without limitation, the declaratory judgment requested and an order staying the Arbitration pending with the American Arbitration Association at Case No 01 20 0014 8160 Plaintiffs also request an award of attorneys’ fees and costs consistent with the case law interpreting the Declaratory Judgments Act, and such other relief as the Court deemsjust Respectfully submitted, FQX%HSCHILD LLP Dated Max 13 2022 By /515% Samuel W Cortes, Esquire Kevin W Boyle, Esquire Attorney Identification Nos 91494/323 887 Eagleview Corporate Center 747 Constitution Drive, Suite 100 Exton PA 19341 0673 Telephone (610) 458 7500 Attorneysfor Plamtszs 7 1340395941 VERIFICATION L 1, Allen Cohen, verify that the statements made in the foregoing Complaint are true and correct to the best of my information and belief I understand that false statements therein are made subject to the penalties of 18 Pa CSA § 4904, relating to unswom falsifications to , authorities Date (9'3 \3 22: Q L911 A [en Cohen 1340395941 VERIFICATION 1,Susan Cohen, verify that the statements made in the foregoing Complaint are true and correct to the best of my infomtation and belief Iunderstand that false statements therein are made subject to the penalties of 18 Pa CSA § 4904, relating to unsworn falsifications to authorities [I i Date 0’5 \3 ¢4¢L usan Cohen 1340395941 EXHIBIT A [ER [E @W‘: I , A ws cums? L W1 Q CONSTRUCTIO INTEGRITY WNW mmm N JUL 23 2013 W 3 Ca Subcontlactor M Cohen and Sons JMFBY me 20, 2018 Project IAS Rubenstein Commons Enclosed please find your contl act for the above referenced p1 eject Please complete the following X Initial and sign ail exhibits on both copies where indicated and retum both copies of the contract and all exhibits One copy will be executed and returned to you accordmgly X Submit Certificate of Insmance naming The Institute for Advanced Study Louis Bamben ger, and Mrs Felix Fun Foundation, and W S Cumby, Inc and all others as requ1red by contract as additional named insured w1thin seven 17 1 days of contract or before commencement of work, whichever is sooner (See Exhibit “E”) Please note that should you employ a subcontractor for any portion of your scope of work during the gourse of this project, they are subject to approval by W S Cumby, Inc and we must have Certificates of Insurance within the same time frame mentioned above X Submit W 9 lequest fox Tax Payel Identification and Certification X Submit Perfonnance Bond within seven (7) days X Submit list, to WSC accounting depa'11ment with contact information, for all suppllers and gut) subcontlactors (See Exhibits H & I) X Submit itemized Schedule of Values (cost bleakdown) showing full contract amount withm seven {7) days X Submittals Submittals all submittalslshop drawings/product datalsamples are required as per Project Specifications and Project Schedule (Exhibit P") If not included in Project Schedule submittals are due AS SOON AS POSSIBLE Please send via e mail to Project Manager, Brett Heisey Bheisey@cumby com and Project Engineer Josh Garnant Jgarnant@cumby com Also, glease note the following important information relative to this Qrolect Project Name IAS Rubenstein Commons WSC Job # 1611 Project Address 50 Maxwell Lane Princeton NJ 08540 PrOJect Manager Brett Heisey Cell (610) 675 4244 and Email Bheisey@cumby com Superintendent Michael Bonacci Cell (610) 637 2981 and Email Mbonacci@cumby com We me looking f0! ward to won king with you on this [)1 oject 1 W S CUMBY CONSTRUCTION Imam WNW“! comm Project IAS Rubenstein Commons Subcontl actot T1 ade Contract Exteriox Cladding & Glazsing Systems Subcontractor Company Name M Conch and Sons Contract # 1611 08900 Agxeement made on 3/23/20] 8 WS Cumby, Inc (herein“Cont1act01”) with an office at 938 Lincoln Avenue, Springfield, PA 19064 and and M Cohen and Sons (herem “Subcont1actor”) with an office at 400 Reed Road, B1oomall, PA 19008 Contractor has been engaged by (herein “Owne1"’) regarding the const1 uction ofthe pioject generally described below at a site located at Einstein Drive Princeton, NJ 08540 Subcontractor’s W01 k. The Conhact01 employs the Subcontractor to p61 form all wo1k and supply all lab01, supewision, mate1ials, equipment, tools, shop drawings, and samples, and other items necessary to complete all work related to the following Extent» Cladding mu! Glazing Walk r in full accordance with all 1equi1ements of this Agreement and the Contract Documents, this w01lc shall be lefeued to he1 emafiei as the “Work ” The Subconttactor explessly agi ees that the Subcontract plice includes (a) all w01k p1 ovided 1°01 in the d1awings and specifications, togethel with all w01k reasonably inferable the1efrom (consistent with the scope of the pi oject desclibed in the General Conditions); and (b) all increase in cost foxeseen 01 unforeseen, including without limiting the genelality of the fo1egoi11g, taxes,labox and materials, the cost of which is to be bome solely by the Subcontract01 All loss 01damage at ising fiom any of the w011c till ough unfoneseen 01 unusual obshuctions, difficulties 01 delays which may be encounteled in the p] osecution of same or flu ough the action of the elements shall be bome by the Subcontx act01 Contract Documents The Contlact Documents include all of the Contact Documents for the Pxoject by which the Conn act01 is bound to the Ownei including, without limitation, the w1itten agleement between the Contiact01 and Ownei dated Janual y 20, 2017 (“the Genexal Conttact”), any genelal, special 01 supplementaiy conditions and all specifications, diawings, addenda, modifications and exelcised alte1 nates Subcontracton acknowledges that all such documents have been made available fox leview, inspection and copying W S CUMBY $3 CONSTRUCTION A 4 mmmmmmw commit?" A list ofthe Conn act Documents is as listed below This Trade Contract Please Initial Pages Exhibit A List ofDiawings and Specifications fig 06 pages Exhibit B Scope of W011: mg; 02 pages Exhibit B 1 Subcont1 act01 Project Contact List rSY—SQ 01 page Exhibit C WS Cumby, Inc Genel a1 Conditions gQ 36 pages Exhibit D WS Cumby, Inc Special Conditions §ng 07 pages Exhibit D 1 Safety Oiientation Form gQ 03 pages Exhibit D 2 Job Site Orientation F01m {‘3Q 02 pages Exhibit D 3 Job Site Map 3Q 01 page Exhibit D 4 IAS Tiaffic Policy & Fines gm. 01 gage Exhibit E Sample Certificate of Insut ance Requilements 01 a 6 Exhibit E 1 Insurance Inf01mation 4% 015a; Exhibit F Form of Wananty t A g 01 page Exhibit G Application for Paymenthaivel of Liens 4f 52 04 pages Exhibit H Supplier/Subcontlactors Thild Party Release 01 a 6 Exhibit I Subcontract01/Supplie1 Affidavit fig 01 gaze Exhibit K Equal Employment Opportunity Clause 3Q 01 page Exhibit L Construction IAQ Management Plan a Q 04 pages Exhibit M W 9 Identification Numbe1 & Celtification g (Q 04 pages Exhibit N IAS Tax Exempt Celtificate CF 3 01 page Exhib it 0 WSC Form ST 13 Contract01’s Exempt Purchase Certificate fig 02 pages Exhibit P P1 oject Schedule E3 08 pages Exhibit Q Certified Payroll Form to be used fig 02 pages Time Is of the Essence Tune is of the essence in the commencement of the W011< and the pe1formance of this Agreement and the W01k Subcontractm shall be liable f01 all dilect and consequential damages alising out of any failure to pe1form the Work in accmdance with the telms and p1 ovisions of this Agreement Subconti actor acknowledges that it has leviewed the Conn act Documents and accepts them with full Iesponsibility and liability f01 the perfonnance theleof, and neithel Ownei nor Connact01 shall have lesponsibility 01 liability f01 the pe1f01mance of the W01k Sevelabilitx and Waive: The paltial 01 complete invalidity of any one 01 mow provisions of this Ag1eement shall not affect the validity 01continuing foxce and effect of any othe1 plovision The faihue of Cont1actox to insist, in any one 01 mow instances, upon the perf01mance of any of the telms, covenants 01 conditions of this Ag1 cement, 01 to exeicise any light heiein, shall not be consumed as a waivel 01 ielinquishment of such teun, covenant, condition 0: light as iespects fm'thei p61 fonnance Subcontiact P1 ice The Contnactox aglees to pay to the Sttbgghtiaetol; as full Egmpeltsatipil fqi the satisfactmy petfpnhapce gt the SubeQnti act01 ’s Wong the sg_m of Ihiee Million Five Hundred Eight Thousand Eight fifidifed Emu Nine Théilsafid Ddilars ' {$3,508,849 00) (“The Subcontl act Plice”) in accmdancc with Alticles I tluu 9 oflhe Geneial Conditions This Subcontlact Plice includes all applicable feclelal stateand municipal taxes including but not limited to all sales anduse taxes that may apply W S CUMBY CONSTRUCTION Entire Agreement This Ag1 cement is solely f01 the benefit of the signatories hereto and 1ep1 esents the entire and integrated agreement between the parties he1eto and supelsedes all prior or contempo1 aneous negotiations, representations, 01 agreements, either mitten 01 oral Except as othel W156 provided fox harem, no changes, amendments or modifications of the terms hereof shall be valid unless xeduced to writing and signed by the parties hereto If Subcontl actor is a partne1ship, hmited partnelshjp, association 01 joint venture, the separate entities which complise subcontractor shall be jointly and severely bound by the terms and conditions of the cont1 act documents, and shall be jomtly and sevelaIly liable to Contractor and owner fox any. failure to perform the Work in strict accordance with the Conn act Documents IN WITNESS WHEREOF, and intended to be legally bound hereby, the parties hereto have executed this Agreement under seal, the day and year fixst above w1 itten M Cohen and Sons W.S Cumbx, Inc Subcontractor Contractor 1 \\ By A Q N By l#J(Q; LA \a Flint Name Fret“ Q31; QKrflLl‘EKKO Michael O’Brien I Vice President , 6 l l 1‘ z w5 cu M BY Project Enter Project Name SUBCONTRACTOR TRADE CONTRACT Subcontract01 Company Name XXXX Cost Code XXXX Agreement made this day XXth of X, 201X between WS CUMBY, INC (1161 ein “Contract01”) with an office at 938 meoln Avenue, Spr1ngfield PA 19064 and XXXX (herein “Subcontracto1”) w1th an office at XXXXXXX Conhactor has been engaged by (hetein “Owner”) regalding the construction of the project generally described below ”7 at a $th located at , u \ 1%V;I;J\llla/ll llail-l ll‘xyl i‘lig‘?! Elf}; Subcontractpr’s Work The Contract01 employs the Subcontractm to perform all work and supply all labor, supervision, materials, equipment,- tools, shop drawmgs, and samples, and other items necessary to complete all w01k 1e1ated to the followmg XXXX in full acco1dance with all requirements of this Ag1eement and the Contlact Documents, this w01k shall be 1efe1'red to hereinafier as the “Wo1k ” The Subcont1 actor exp1essly agrees that the Subcontract p1ice includes (a) all wo1k provided fox in the d1awings and specifications, together with all work 162180118.ny infel able thelefiom (conSIStent with the scope of the proj ect desc1ibed in the Genelal Conditions), and (b) all increase 1n cost f01eseen or unf01eseen, includmg w1thout limiting the genelality 0fthe foregone: tazea 12122; giaateiala £115: 99%: 9iwh1<=h 1*? to 329 192133: $242131 by £122 éyhegat; @912; mmmmmme MOB EnWWhe‘PFGS'éwHGMfmeimgfihzasfiofiefithgafefigmfikfi bmawmmamfi w Conn act Documents The Conuact Documents include all of the Connaet Documents f01 the P1 eject by which the Co1111act01 IS bound to the Owne1 mcluding, without limitation, the mitten agleement between the Co11t1acto1 and Owne1 dated XXXX(“the Genex a1 Contlact”), any genetal, special 01 supplementa1y conditions and all W8C Standald Subcontract tmm 9H3 Page l0! I IAS Rubenstein Commons A) W S CUMBY Exhibit A < 1; CONSTRUCTION Drawing Log IHI'EGIII'I‘I P RT IEHSIIIP LOL‘MITHENY Drawing # Version Description Date Issued Revisions A 000 100%) CD CIVIL & COMPLETE SET CODE AND INSTALLATION STANDARDS 11/28/2017 A 001 100% CD CIVIL 81 COMPLETE SET WALL TYPES 11/28/2017 A 002 100/ CD CIVIL 8| COMPLETE SET FLOOR TYPES AND DETAILS 11/28/2017 A 003 100V CD CIVIL 8: COMPLETE SET CEILING TYPES AND DETAILS 11/28/2017 A 004 100% CD CIVIL 81 COMPLETE SET FINISH SCHEDU LE 11/28/2017 A 005 100% CD CIVIL 84 COMPLETE SET DOOR SCHEDULE AND WINDOW SCHEDULE 11/28/2017 A 006 100% CD CIVIL 8o. COMPLETE SET FIXTURE SCHEDULE 11/28/2017 A 008 100‘? CD CIVIL 8L COMPLETE SET ACCESS PANEL SCHEDULE 11/28/2017 A 100 0 100% CD CIVIL & COMPLETE SET Basement Level Plan 11/28/2017 Add 1 12/12/1‘ A 101 0 100%: CD CIVIL & COMPLETE SET Ground Floor Plan 11/28/2017 Add 1 12/12/17 A 102 O 100% CD CIVIL & COMPLETE SET Mezzanine Plan 11/28/2017 Add 1 12/12/17 A 103 100%: CD CIVIL & COMPLETE SET Roof Plan 11/28/2017 Add 1 12/12/17 A 110 1001: CD CIVIL & COMPLETE SET Basement Flnlsh Floor Plan 11/28/2017 A 111 100/ CD CIVIL & COMPLETE SET Ground Level Finish Floor Plan 11/28/2017 A 112 100% CD CIVIL & COMPLETE SET Mezzanine Finish Floor Plan 11/28/2017 A 120 0 100% CD CIVIL & COMPLETE SE1" Basement RCP 11/28/2017 A 121 0 100%: CD CIVIL 8L COMPLETE SET Ground Floor RCP 11/28/2017 A 122 0 1007 CD CIVIL & COMPLETE SET Mezzanine RCP 11/28/2017 A 200 O 100/ CD CIVIL & COMPLETE SET Exterior Elevations 11/28/2017 A 201 0 100V CD CIVIL & COMPLETE SET Unfolded Exterior Elevations 11/28/2017 A 202 0 100°/ CD CNIL & COMPLETE SET Unfolded Exterior Elevations 11/28/2017 A 203 0 1007 CD CIVIL & COMPLETE SET Unfolded Exterior Elevations 11/28/2017 A 204 0 100%: CD CIVIL & COMPLETE SET Unfolded Exterior Elevations 11/28/2017 A 205 O 100% CD CIVIL & COMPLETE SET Unfolded Exterior Elevations 11/28/2017 A 301 100/ CD CIVIL & COMPLETE SET Building Sectionbs 11/28/2017 A 400 100‘? CD CIVIL & COMPLETE SET WALL SECTIONS 11/28/2017 A 401 100%) CD CIVIL & COMPLETE SET WALL SECTIONS 11/28/2017 A 402 100% CD CIVIL & COMPLETE SET WALL SECTIONS 11/28/2017 A 410 100/ CD CIVIL & COMPLETE SET EXTERIOR DETAILS 11/28/2017 A 411 100‘? CD CIVIL & COMPLETE SET EXTERIOR DETAILS 11/28/2017 A 412 100/ CD CIVIL & COMPLETE SET EXTERIOR DETAILS 11/28/2017 A 413 1009’ CD CIVIL & COMPLETE SET EXTERIOR DETAILS 11/28/2017 A 414 100? CD CIVIL 8L COMPLETE SET EXTERIOR DETAILS 11/28/2017 A 415 100%) CD CIVIL & COMPLETE SET EXTERIOR DETAILS 11/28/2017 A 416 1009’ CD CIVIL & COMPLETE SET EXTERIOR DETAILS 11/28/2017 A 417 100%: CD CIVIL & COMPLETE SET EXTERIOR DETAILS 11/28/2017 A 418 100/ CD CIVIL & COMPLETE SET EXTERIOR DETAILS