2023A-09027-NPC-ROC Notice of Hearing and Packet MAILED

2023A-09027-NPC-ROC · Registrar of Contractors · 2023-09-26

REGISTRAR OF CONTRACTORS OF THE STATE OF ARIZONA

ARC Roofing LLC, Case No. 2023-09027 COMPLAINANT, Docket No. 2023A-09027-NPC-ROC v. NOTICE OF HEARING ON M S Square Construction LLC CONTESTED CASE License No. ROC 139324,

RESPONDENT.

This Notice of Hearing is issued under A.R.S. § 41-1092.05(D). HEARING INFORMATION The hearing is set for: November 9, 2023 1:00 PM Velva Moses-Thompson Google Meet. A link will be provided directly from The Office of Administrative Hearings. Go to www.azoah.com to request to appear in-person.

If you have requested to appear in-person at the hearing, the hearing will be held at 1740 W Adams Street, Phoenix, AZ 85007.

You must attend this hearing. This is an adversarial hearing before an administrative law judge, and is conducted in a similar manner as judicial proceedings. Thus, you must be prepared to present evidence, including witness testimony and documents, in support of your case.

STATEMENT OF LEGAL AUTHORITY AND JURISDICTION The State of Arizona has determined that the licensing and regulation of construction

contractors is a proper state function, and has vested authority in the Registrar of Contractors

to administer Title 32, Chapter 10 of the Arizona Revised Statutes. A.R.S. §§ 32-1101 et seq.

All hearings for alleged violations of Title 32, Chapter 10 are conducted under Title 41,

Chapter 6, Article 10. A.R.S. § 32-1156.

The statutes and rules governing the hearing can be found at: Arizona Revised

Statutes §§ 41-1092 to -1092.12, and Arizona Administrative Code R2-19-101 to -122.

PARTICULAR ARIZONA STATUTES AND RULES INVOLVED The statutes and rules the Respondent is alleged to have violated are cited in the

complaint and citation, which were served on the Respondent on September 7, 2023.

SHORT AND PLAIN STATEMENT OF THE MATTERS ASSERTED The complaint and citation allege that the Respondent committed the following act(s):

Charge: 1 A.R.S. § 32-1154(A)(10)

THE PARTIES TO THE ADMINISTRATIVE HEARING Because Respondent is a licensee and is charged with an act(s) or omission(s) that is cause for the suspension or revocation of a license, Respondent is a party to this case and will be a party to the hearing. Because Complainant alleged Respondent committed an act(s) or omission(s) that is cause for the suspension or revocation of a license, Complainant is a party to this case and will be a party to the hearing. Respondent and Complainant, as the parties to the hearing, will present evidence and argument to the administrative law judge.

RIGHT TO BE REPRESENTED The parties to the administrative hearing may choose to be represented by an attorney.

A.R.S. § 41-1092.07(B). If one of the parties is a company, the company may be represented

by an officer or employee if that person satisfies the conditions set forth in A.R.S. § 32-

1156(B).

CHANGE OF ADDRESS Each party must inform the Registrar and the Office of Administrative Hearings of

any change of address within five (5) days of the change. A.R.S. § 41-1092.04.

HEARING PROCEDURES AND RULES The administrative hearing will be conducted in accordance with A.R.S. §§ 41-1092

to -1092.12, and A.A.C. R2-19-101 to -122. The parties should review the statutes, rules, and

processes governing the administrative hearing. Copies of the statutes, rules, and articles

regarding the administrative hearing process can be found at https://www.azoah.com/.

REGISTRAR’S APPEARANCE BY VIDEO CONFERENCE OR TELEPHONE The Registrar’s investigators, employees, and attorneys will appear at the hearing via video conference or telephone unless requested by a party to appear in-person. Requests for the Registrar’s investigators, employees, or attorneys to appear in-person must be filed with the Registrar and the Office of Administrative Hearings no later than seven (7) calendar days prior to the hearing date. HEARING PACKET In the interests of administrative efficiency, the Registrar compiles and discloses certain documents to the parties and the Office of Administrative Hearings. These documents are attached to this Notice of Hearing as the “Hearing Packet.” If any party wishes to submit additional evidence, they must do so during the hearing after completing a disclosure statement. See “Disclosure Statement” section below.

SUBPOENAS FOR TESTIMONY FROM A WITNESS OR DOCUMENTS The parties to the hearing must be prepared to present evidence in support of their case. If a party wants to obtain testimony from a witness or documents not in the party’s possession, the party must prepare and file a written subpoena for the Administrative Law Judge to review and sign, if approved. A.R.S. § 41-1092.07(C). Forms for requesting a subpoena can be found on the Office of Administrative Hearings’ website at www.azoah.com. The party seeking a subpoena must serve notice on all the parties to the hearing, and on the Registrar. A.R.S. § 41-1092.04. DISCLOSURE STATEMENT At least seven calendar days before the hearing, each party must prepare and serve a disclosure statement on all other parties, and file it with the Office of Administrative Hearings. A.A.C. R4-9-118; A.A.C. R2-19-108. The disclosure statement must include any exhibit the party will use at the hearing. A party’s failure to timely disclose any witness or exhibit, without good cause, may result in the administrative law judge excluding those witnesses or exhibits from being used at the hearing. A.A.C. R4-9-118(C). A sample disclosure form is available on the Registrar’s website at https://roc.az.gov/content/prehearing-disclosure- statement.

CHANGING THE HEARING DATE

The date of the hearing may only be advanced or delayed on the agreement of the

parties or on a showing of good cause. A.R.S. § 41-1092.05(C). The date of the hearing may

be changed by filing a written agreement of the parties to change the date of the hearing. The

written agreement must be filed with the Office of Administrative Hearings, directed to the

assigned Administrative Law Judge, and transmitted to the Registrar and all other parties. The

assigned Administrative Law Judge may be found on the Office of Administrative Hearings’

web portal at www.azoah.com

If a party would like to move the date of the hearing without agreement of all parties, the party must file a written motion with the Office of Administrative Hearings, directed to the assigned Administrative Law Judge, and transmit a copy to the Registrar and all other parties. The motion must state in detail good cause for why the date of the hearing should be advanced or delayed, and the position of all other parties regarding the advancement or delay. A party may also file a motion asserting a right to an expedited hearing upon a showing of extraordinary circumstances or the possibility of irreparable harm. A.R.S. § 41-1092.05(E).

RESOLUTION SHORT OF ADJUDICATION

In any case which is resolved or settled by the parties, or which is withdrawn by the

Complainant without objection from Respondent after the Notice of Hearing is issued, the

parties must notify the Office of Administrative Hearings of the resolution or settlement. Any

such cases will be listed on the Registrar’s website and its records under the category: “Closed

Complaints – Resolved/Settled/Withdrawn.”

Dated September 22, 2023.

By: /s/ Erika Hoskin Erika Hoskin Legal Secretary Legal Department Arizona Registrar of Contractors Copy mailed via USPS First Class mail September 22, 2023 to: Respondent(s) M S Square Construction LLC 4332 W Greenway Rd Glendale, AZ 85306 Complainant(s) ARC Roofing LLC 9001 W Lawrence Ln Tolleson, AZ 85353

Copy sent electronically this same date to: Respondent at email address on record with the Registrar Complainant at email address on record with the Registrar

Case No. 2023-09027 /

Katie Hobbs, Governor Martin Quezada, Director

Hearing Packet FAQ What is the Hearing Packet?

The Hearing Packet is a packet of certain documents collected or issued by the Registrar over the course of its investigation.

Who gets the Hearing Packet?

The Hearing Packet is assembled and distributed to all parties and to the Office of Administrative Hearings (“OAH”) prior to an administrative hearing.

What types of cases does the Registrar prepare a Hearing Packet for?

The Registrar prepares a Hearing Packet for Complainant-Handled Cases and No-Pay Cases. Note: If the Docket Number on the Notice of Hearing contains a “CHC” or “NPC”, your case is a Complainant-Handled Case or a No-Pay Case.

What is in the Hearing Packet?

The Hearing Packet contains essential case-specific documents and at a minimum will include the following documents:

● Original complaint;

1700 W. Washington Street, Suite 105 · Phoenix AZ 85007-2812 602.542.1525 · Within AZ 877.692.9762 · Fax 602.542.1599 · roc.az.gov Hearing Packet FAQ

Katie Hobbs, Governor Martin Quezada, Director

● Citation; and ● Answer.

The Hearing Packet will also contain the following documents (if applicable):

● Jobsite inspection notices, notes, and photos; ● Written directives; and ● Compliance inspection notices, notes, and photos.

What if there are documents missing from the Hearing Packet?

If there is any evidence you submitted to the Registrar that are not included in the Hearing Packet it is your responsibility to introduce that evidence at the administrative hearing. Note: The administrative law judge assigned to your case does not have access to the entire Registrar record.

If there is additional evidence you submitted to the Registrar during the investigation that you also want to introduce as evidence during your hearing, it is your responsibility to:

● Properly disclose that evidence to the other party; and ● Introduce the evidence during your hearing.

1700 W. Washington Street, Suite 105 · Phoenix AZ 85007-2812 602.542.1525 · Within AZ 877.692.9762 · Fax 602.542.1599 · roc.az.gov Hearing Packet FAQ

Katie Hobbs, Governor Martin Quezada, Director

How do I disclose evidence I intend to use at a Hearing?

You must properly disclose any and all documents and witnesses you intend to use at your hearing according to the Registrar’s Prehearing Disclosure Rules. See Arizona Administrative Code Section R4-9-118.

A sample prehearing disclosure form and instructions are provided to the parties by the Registrar.

How do I obtain documents I previously submitted to the Registrar?

If you previously submitted documents to the Registrar and need a copy of these documents, please contact the Registrar’s Legal Department or submit a public records request at https://roc.force.com/AZRoc/s/roc-public-request.

1700 W. Washington Street, Suite 105 · Phoenix AZ 85007-2812 602.542.1525 · Within AZ 877.692.9762 · Fax 602.542.1599 · roc.az.gov Hearing Packet FAQ

August 11, 2023

Via U.S. Mail and Email

Complainant ARC Roofing LLC 9001 W Lawrence Ln Tolleson, AZ 85353

Via U.S. Mail and Email

Respondent M S Square Construction LLC 4332 W Greenway Rd Glendale, AZ 85306

Re: Complaint No. 2023-09027

Dear Complainant and Respondent:

The Registrar received a complaint filed against M S Square Construction LLC for non-payment of materials or services rendered. This complaint is complete and will be substantively reviewed by the Registrar.

Respondent is free to raise any issue or affirmative defense to this complaint by filing a response with the Registrar by August 18, 2023. Please reference the complaint number listed above if you file a response. Respondent may file a response by:

Mail: P.O. Box 18244, Phoenix, Arizona, 85005-8244 In-Person: 1700 W. Washington St., Ste. 105, Phoenix, Arizona, 85007-2812 Email: [email redacted]

The Registrar will not issue a citation before August 18, 2023 and will review Respondent’s response, if one is submitted.

Please be advised that a response to the complaint is not the same as a written answer. If the Registrar issues a citation Respondent must file a written answer to that citation in accordance with A.R.S. § 32-1155.

Sincerely,

/s/ Dylan Warwick Dylan Warwick Legal Department 1700 W. Washington Street, Suite 105 · Phoenix AZ 85007-2812

602.542.1525 · Toll Free 877.692.9762 · roc.az.gov Lg100 4/21 1700 W Washington St. Ste 105 Phoenix, AZ 85007

1700 W. Washington Street, Suite 105 · Phoenix AZ 85007-2812

602.542.1525 · Toll Free 877.692.9762 · roc.az.gov Lg100 4/21 Printed Name Signature Date Antonio Ramirez Corona 8/7/23, 5:30 PM Gmail - Subcontract for 5434 E. Lincoln Dr, Paradise Valley Az 85253

Antonio Ramirez

Subcontract for 5434 E. Lincoln Dr, Paradise Valley Az 85253 Antonio Ramirez Thu, Jun 8, 2023 at 8:42 PM To: Cc:

Good Evening,

We hope this email finds you well. Please review the Invoice attached for the property on Lincoln Dr, Paradise Valley. Please let us know if you have any questions or concerns. Thank you for your time, cooperation and preference!

-ARC Roofing Staff

ARC Roofing LLC Antonio Ramirez Corona ROC#3 7433

On Mon, May 1, 2023 at 11:22 AM cory wrote: [Quoted text hidden]

CMS MS Square Invoice.pdf 135K

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MS Square Construction 13201 N. 35th Ave Suite B-10 Phoenix AZ 85029

Arizona Registrar of Contractors 1700 W Washington Suite 105 Phoenix AZ 85007-2812

Via Email

Reference: Complaint No. 2023-09027

Dear Dylan Warwick,

We are in receipt of this complaint as of today August 18, 2023. We have attached certain documents which the claimant chose not to include in their Complaint, due to the nature in which these documents will eliminate the complaint.

Item 1. Dispute Resolution:

In accordance with Section 24. Additional Requirements and Clarifications, Paragraph C.

“disputes or claims…that arise out of or relate to this AGREEMENT and/or the ORIGINAL CONTRACT, it is specifically agreed that the parties will submit the issue to binding arbitration under the rules of the American Arbitration Association.”

The Registrar of Contractors is not the correct venue for this dispute, and shall be directed to an Arbitration hearing.

Item 2. In accordance with the Subcontract agreement in Section 8. Progress Payments, Paragraph A, is clearly states:

“Within seven (7) days of the date of approval of any such pay request by the PRINCIPAL and receipt of payment thereof by the CONTRACTOR or his representative, the CONTRACTOR will make a partial payment to the SUBCONTRACTOR for any satisfactory performance.”

As of this date, MS Square Construction has not been paid from the Principle for the roofing scope of work. This is in compliance with the Prompt Payment Act.

Item 3. Furthermore, in accordance with Section 8. Progress Payments, Paragraph C.

“the SUBCONTRACTOR shall submit an acceptable itemized breakdown of the amount of this AGREEMENT, hereinafter referred to as the “SUBCONTRACTOR's Schedule of Values”, to the CONTRACTOR within ten (10) days of the date of this AGREEMENT. Payment will only be made to the Received 8/18/2023 Legal

SUBCONTRACTOR for work actually performed, completed and accepted by the CONTRACTOR and the PRINCIPAL, at the unit or percentage of completion amounts, as identified on the Schedule of Values, and as paid by the PRINCIPAL.”

As of this date, The Subcontractor never submitted a Schedule of Values.

Sincerely, Christopher Smith Member MS Square Construction, LLC [email redacted] DocuSign Envelope ID: 0FF1084A-2A6B-4890-BDE9-8A1FE2F59FB1 Received 8/18/2023 Legal

MS Square Construction, LLC 4915 W. Bell Rd. Suite F-203 Glendale, AZ 85306

SUBCONTRACT AGREEMENT (hereinafter referred to as AGREEMENT) Subcontract ARC Roofing LLC. This AGREEMENT made on April 19th, 2023 by and between MS Square Construction, LLC, as the Prime Contractor, herein after called the “CONTRACTOR”, and ARC Roofing LLC. hereinafter called the “SUBCONTRACTOR.”

ARC Roofing LLC POC Antonio Ramirez # (602) 473-1416 ROC 327433 9001 W Lawrence LN. Tolleson, AZ. 85353

WITNESSED: Whereas the CONTRACTOR has heretofore entered into a contract, hereinafter referred to as the “ORIGINAL CONTRACT” described as 5434 Lincoln drive, Paradise Valley, AZ,85253. hereinafter referred to as the “PRINCIPAL”, the work described under the “Scope of Work” Provision of this AGREEMENT, and as may be amended, is to be completed by the SUBCONTRACTOR under and in accordance with all of the terms and conditions of this AGREEMENT and those of the ORIGINAL CONTRACT.

NOW therefore, in consideration of the covenants and agreements hereinafter contained and payments to be made as hereinafter provided, the CONTRACTOR and the SUBCONTRACTOR do hereby mutually agree as follows:

1. PERFORMANCE OF WORK:

A. The SUBCONTRACTOR shall furnish all supervision, labor, materials, supplies, tools, plant, equipment and associated miscellaneous apparatus for the completion of the work, as outlined in the “Scope of Work” provision of this AGREEMENT (or as may be amended), in accordance with the terms and conditions herein described and wage scale decisions, the Buy American Act, Federal Acquisition Regulations, all applicable Government regulations etc., all of which shall include the terms and conditions which are a part thereof.

B. Within thirty (30) days of the date of this AGREEMENT, the SUBCONTRACTOR is responsible for the complete preparation and submission of all submittals which are required by this AGREEMENT and the ORIGINAL CONTRACT and which may be necessary for the orderly, timely and proper completion and/or coordination of the work required herein.

C. The SUBCONTRACTOR is responsible for the daily upkeep of as-built drawings for the “work-in-place” associated with the SUBCONTRACTOR’s performance of this AGREEMENT and agrees to make these drawings available to the CONTRACTOR and/or PRINCIPAL for monthly review. Final as-built drawings shall be submitted to the CONTRACTOR within ten (10) days of the SUBCONTRACTOR's completion of the work required herein.

D. The SUBCONTRACTOR is responsible for providing, posting and/or installing all required operating instructions, charts, marking charts, labeling, tagging and etc., as required by the ORIGINAL CONTRACT for any of the work associated with 5434 Lincoln drive, Paradise Valley, AZ 2. COMMENCEMENT, PROSECUTION AND COMPLETION OF WORK:

A. The SUBCONTRACTOR agrees to commence the work herein required at the job site at such locations and at such times as the CONTRACTOR may direct, with sufficient supervision, labor, materials, tools, plant and equipment necessary to complete the work under this AGREEMENT according to the “Project Schedule” created by the CONTRACTOR and/or within other dates which may be established by the parties of this contract.

B. Upon commencement of work, the SUBCONTRACTOR shall continue performance diligently and continuously, without delay or interruption, as the project permits, until all work is completed to the satisfaction of the CONTRACTOR and the PRINCIPAL. In that regard, the SUBCONTRACTOR agrees to provide competent workers and supervisors for the project who are properly skilled for the work and who are acceptable to the CONTRACTOR. The SUBCONTRACTOR is required to designate an on-site project supervisor and an alternate supervisor who will be solely dedicated to this project and who will be on site during all activities directly or indirectly associated with the SUBCONTRACTOR's scope of work. It being further understood that the SUBCONTRACTOR will provide a replacement supervisor if the CONTRACTOR deems it necessary for the successful completion of the project.

Lincoln Rev 2/17 DocuSign Envelope ID: 0FF1084A-2A6B-4890-BDE9-8A1FE2F59FB1 Received 8/18/2023 Legal

MS Square Construction, LLC 4915 W. Bell Rd. Suite F-203 Glendale, AZ 85306

3. PRIVITY OF CONTRACT:

The SUBCONTRACTOR agrees and understands that there is no privity of contract between the SUBCONTRACTOR and the PRINCIPAL. It is further understood and agreed that the SUBCONTRACTOR is to communicate solely with the CONTRACTOR on any and all issues relevant to this AGREEMENT and/or the ORIGINAL CONTRACT.

4. SUBLETTING AND ASSIGNMENT:

A. The work shall be performed by the SUBCONTRACTOR with the assistance of workers under his immediate supervision and shall not be sublet, assigned, or otherwise disposed of, either in whole or in part, except with the prior written consent of the CONTRACTOR. Furthermore, the SUBCONTRACTOR shall not sell, assign, or otherwise dispose of monies earned under this AGREEMENT without the express written consent of the CONTRACTOR until all claims for labor, materials and supplies furnished to the SUBCONTRACTOR have been paid.

B. All terms and conditions of this AGREEMENT which are carried forward from the ORIGINAL CONTRACT are considered to be “flow-down” clauses. Accordingly, the SUBCONTRACTOR understands and agrees to insert all such terms in all of its Subcontract Agreements and purchase orders, as may be appropriate including this “flow-down” provision.

5. CHANGES TO THIS AGREEMENT:

A. Where the PRINCIPAL creates or directs changes which affect the work herein required, either directly or indirectly, the SUBCONTRACTOR shall be bound by said changes, including the performance thereof, to the same extent as the CONTRACTOR under the terms of the ORIGINAL CONTRACT.

B. The CONTRACTOR shall have the full right and authority at any time to amend, change, alter, add-on, etc., scope of work as the PRINCIPAL may direct by written direction and/or amendment.

C. The SUBCONTRACTOR shall perform all changes to this AGREEMENT in complete accordance with all of the terms and conditions of this AGREEMENT and of the ORIGINAL CONTRACT; it being understood that the SUBCONTRACTOR may collect for extra expenses incurred as a result of any such direction only to the extent that the SUBCONTRACTOR is allowed under the “CLAIMS FOR EXTRA WORK OR DAMAGES” clause of this AGREEMENT.

6. CLAIMS FOR EXTRA WORK OR DAMAGES:

CONTRACTOR agrees to compensate the SUBCONTRACTOR for any “CHANGES TO THIS AGREEMENT”, which are not part of the ORIGINAL CONTRACT or this AGREEMENT, only as herein provided:

A. CHANGES BY THE PRINCIPAL: Where the extra expenses incurred by the SUBCONTRACTOR for extra work performed and/or materials provided as the result of authorized change orders or by written direction, or extra work performed and/or materials supplied as a result of defective documents, such as differing site conditions, latent defects, latent ambiguities, etc., and/or PRINCIPAL directed changes, it is specifically understood and agreed that the SUBCONTRACTOR's only compensation will be the amounts acknowledged, allowed and paid by the PRINCIPAL or as may be awarded and paid by the applicable governing bodies through the claims process as provided for under the terms of the CONTRACT and the SUBCONTRACTOR is barred from collecting indirect expenses such as unabsorbed or under absorbed overhead, extended overhead, labor inefficiencies, delay damages, impacts, and/or loss of business or any other costs from the CONTRACTOR unless specifically allowed and paid for by the PRINCIPAL under the Federal Acquisition Regulations.

B. CHANGES BY THE CONTRACTOR: Where the CONTRACTOR directs the SUBCONTRACTOR, in writing, to perform extra work that the CONTRACTOR has determined is not within the scope of this AGREEMENT, and the extra work is not to be paid for by the PRINCIPAL in the form of either a claim or a change order, the SUBCONTRACTOR's sole compensation will be by the CONTRACTOR and shall consist only of a time extension where applicable and direct on-site allowable and allocable change related costs, which are fully supported by documentation from the SUBCONTRACTOR, including no more than 10% for overhead and 10% for profit. It being specifically understood, that the SUBCONTRACTOR is barred from collecting indirect expenses such as unabsorbed or under absorbed overhead, extended overhead, labor inefficiencies, and/or loss of business or any other costs from the CONTRACTOR.

C. Notwithstanding anything to the contrary herein, or written or discussed anywhere by any persons, it is understood that any claim or request for extra costs and/or expenses incurred arising out of the performance of work herein required, or in complying with the terms and

Lincoln Rev 2/17 DocuSign Envelope ID: 0FF1084A-2A6B-4890-BDE9-8A1FE2F59FB1 Received 8/18/2023 Legal

MS Square Construction, LLC 4915 W. Bell Rd. Suite F-203 Glendale, AZ 85306

conditions of this AGREEMENT, must be filed with the CONTRACTOR, in writing, no later than ten (10) days after the event has taken place or the problem discovered.

D. DISPUTES: In the event of a dispute between the SUBCONTRACTOR, the CONTRACTOR and/or the PRINCIPAL as to whether or not any work directed to be performed is a contractual obligation or extra work, the SUBCONTRACTOR agrees to follow the written direction of the CONTRACTOR as CONTRACTOR may be directed by the PRINCIPAL and perform any such work, including providing equipment, plant and/or materials, according to all of the terms and conditions herein. With regards to any claim arising from said dispute, it is hereby agreed that the PRINCIPAL's, or any subsequent governing court determinations, will be the sole determinant decision as to whether or not the work was a contractual obligation or an extra, and the SUBCONTRACTOR's only compensation will be the amounts allowed and paid thereby.

7. EXTENSIONS OF TIME:

Notwithstanding any rights which may be allowed under the terms of this SUBCONTRACT AGREEMENT, the SUBCONTRACTOR's compensation for any delays or suspensions to the prosecution of the work hereunder will be in the form of a time extension or as may be allowed under the “CLAIMS FOR EXTRA WORK OR DAMAGES” clause of this AGREEMENT. Subcontractor will be charged 5% of the total job each day work is delayed unless proper communication/ weather delays occur.

8. PROGRESS PAYMENTS:

A. At periodic intervals throughout the course of the ORIGINAL CONTRACT, which dates will be decided by the CONTRACTOR, requests for partial and/or progress payments for work performed under the ORIGINAL CONTRACT will be tendered to the PRINCIPAL by the CONTRACTOR, in accordance with the applicable provisions of the ORIGINAL CONTRACT. Within seven (7) days of the date of approval of any such pay request by the PRINCIPAL and receipt of payment thereof by the CONTRACTOR or his representative, the CONTRACTOR will make a partial payment to the SUBCONTRACTOR for any satisfactory performance. The SUBCONTRACTOR agrees to provide the CONTRACTOR with a fully executed Prompt Payment Act Certification and/or Certification of Payments form as a prerequisite condition of the receipt of any and all partial payments.

B. If the CONTRACTOR does not make payment to the SUBCONTRACTOR within the required time, an interest penalty, as prescribed in the “Prompt Payment Act” clause of the ORIGINAL CONTRACT, will be paid on any amount owing, less withholding or deductions otherwise authorized by the clause.

C. For the purpose of calculating progress payments, the SUBCONTRACTOR shall submit an acceptable itemized breakdown of the amount of this AGREEMENT, hereinafter referred to as the “SUBCONTRACTOR's Schedule of Values”, to the CONTRACTOR within ten (10) days of the date of this AGREEMENT. Payment will only be made to the SUBCONTRACTOR for work actually performed, completed and accepted by the CONTRACTOR and the PRINCIPAL, at the unit or percentage of completion amounts, as identified on the Schedule of Values, and as paid by the PRINCIPAL.

D. Payments or partial payments otherwise due the SUBCONTRACTOR may be withheld by the CONTRACTOR and/or the PRINCIPAL on account of defective work not remedied and/or reasonable anticipation of damages from any breach of contract. Upon such withholdings, the CONTRACTOR will notify the SUBCONTRACTOR in writing, including reasons thereof, and remedies necessary for the SUBCONTRACTOR to cure such reasons.

E. The SUBCONTRACTOR further agrees that if the SUBCONTRACTOR believes that it has not been properly paid, the SUBCONTRACTOR will provide a written notice of such belief, together with the basis of such belief, to the CONTRACTOR. The CONTRACTOR, by agreement herein, will then have seven (7) days in which to answer this notification.

9. FINAL PAYMENT:

Upon completion of the ORIGINAL CONTRACT and within seven (7) days following payment therefore in full to the CONTRACTOR by the PRINCIPAL, the SUBCONTRACTOR will be paid the remaining amounts due him under this AGREEMENT. The SUBCONTRACTOR shall, as a condition precedent to payment, and before payment of said remaining percentage to him, execute and deliver to the CONTRACTOR a full and valid release completely discharging the CONTRACTOR of and from any and all claims and demands whatsoever for all matters growing out of, or in any manner connected with, or founded upon, this AGREEMENT.

10. PAYMENTS FOR LABOR AND SUPPLIES:

The SUBCONTRACTOR is required to promptly make payments, in full accordance with the “Prompt Payment Act”, to all persons supplying labor, materials, equipment and/or supplies used, or to be used, or in connection with the prosecution of work herein required. The

Lincoln Rev 2/17 DocuSign Envelope ID: 0FF1084A-2A6B-4890-BDE9-8A1FE2F59FB1 Received 8/18/2023 Legal

MS Square Construction, LLC 4915 W. Bell Rd. Suite F-203 Glendale, AZ 85306

CONTRACTOR reserves the right to make any such payment not so made by the SUBCONTRACTOR when earned or due and to deduct the amount from any monies otherwise due the SUBCONTRACTOR under this AGREEMENT.

11. PAYROLL TAXES, SALES AND GROSS RECEIPTS TAXES, WORKER’S COMPENSATION INSURANCE, LICENSES AND PERMITS:

A. The SUBCONTRACTOR shall have the status of an employer as defined by the Unemployment Compensation Act of the locale wherein the project is located and shall comply with any and all local, State and/or Federal rules and regulations therewith, including withholdings, reporting’s, and payments for Social Security, industrial insurance, workers' compensation insurance, unemployment, income, or any other assessed payments.

B. The SUBCONTRACTOR is responsible for, and specifically agrees to pay any and all Federal, State taxes, including but not limited to corporate taxes, sales taxes, gross receipts taxes, etc., as they may be required by regulation if any are assessed, in connection with the labor, equipment and/or materials the SUBCONTRACTOR provides under this AGREEMENT.

12. COORDINATION RESPONSIBILITIES:

A. The SUBCONTRACTOR shall cooperate fully with the CONTRACTOR, all other subcontractors, and/or suppliers associated with the project, and shall so plan and conduct the work to be performed hereunder so as not to interfere with their operations or with the normal operations of the associated Government facilities, operations, or personnel. The CONTRACTOR will not be responsible for any delays or interference resulting from the acts or operations of the SUBCONTRACTOR, other subcontractors, the Government, or from any other cause in connection with the prosecution of the work herein required or in the ORIGINAL CONTRACT.

B. The SUBCONTRACTOR is responsible for the coordination of all submittals, shop drawings, materials, and installation of materials, provided under this AGREEMENT, with all other subcontractors and material suppliers. The SUBCONTRACTOR is further responsible for coordinating with all of the other trades working on this project to insure the protection of all of the completed work as it progresses during the SUBCONTRACTOR's installation of materials herein required.

C. The SUBCONTRACTOR is required to furnish daily logs at the end of each day for every day worked. The logs shall contain information in sufficient detail and accuracy as may be deemed necessary by the CONTRACTOR. In addition, the SUBCONTRACTOR's designated supervisor shall attend and participate in all coordination and safety meetings scheduled by the CONTRACTOR.

13. SETTLEMENT OF CONTROVERSIES:

The SUBCONTRACTOR agrees that if any controversy arises between the SUBCONTRACTOR and the CONTRACTOR and/or the PRINCIPAL as to the performance of the work herein required, or the interpretation of any of the ORIGINAL CONTRACT documents, including labor, materials, mannerisms, quantities, kind, price, value, industry standard, trade practice, etc., the Contractor’s decision concerning said controversy will be determinative and the SUBCONTRACTOR will thereby prosecute performance in accordance with the Contractor’s decision and any subsequent written direction. However, nothing within this clause shall limit the SUBCONTRACTOR's right to pursue remedies for monetary compensation associated with any such determination and/or direction as allowed under the “CLAIMS FOR EXTRA WORK OR DAMAGES” provision of this AGREEMENT, nor limit the SUBCONTRACTOR's responsibility for the correct technical performance of whatever work it performs, as noted under the “CONTRACTOR'S DISCLAIMER” clause of this AGREEMENT.

14. INDEMNIFICATION:

SUBCONTRACTOR agrees to indemnify, hold harmless and defend the CONTRACTOR, its shareholders, directors, officers, employees, agents, representatives, assigns, and surety, and to unconditionally indemnify the same from any and all claims, demands, damages, liability, injuries, losses, expenses, costs, and all causes of action (including accidents, injuries, death) of any kind or nature, without limit (including attorney’s fees and court costs) whether attributed indirectly or passive, in any matter relating to, arising out of, or resulting from the performance of this contract.

15. BREACH OF CONTRACT:

If the SUBCONTRACTOR should either verbally or in writing refuse to follow direction of the CONTRACTOR, fail to commence the work, or to perform any duties required under the terms and conditions of this AGREEMENT, including but not limited to the preparation and submission of submittals and shop drawings, certified payrolls, required reporting’s, etc., within the time scheduled by the CONTRACTOR, or to

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MS Square Construction, LLC 4915 W. Bell Rd. Suite F-203 Glendale, AZ 85306

prosecute said work continuously and diligently with sufficient workers and equipment to insure its completion within the time specified or as may be scheduled by the CONTRACTOR, or to perform said work according to the provisions of the ORIGINAL CONTRACT and/or the provisions of this AGREEMENT, or for any reason whatsoever, the SUBCONTRACTOR shall fail to carry on said work in an acceptable manner, such action(s) or inaction(s) shall be considered a BREACH OF CONTRACT. Accordingly, the CONTRACTOR may elect to give notice in writing of such breach, specifying the same, and if the SUBCONTRACTOR, within a period of seventy-two (72) hours after such notice, shall not proceed in accordance therewith, it is hereby agreed that the CONTRACTOR shall have full power, authority and right, without process of law and without violating this AGREEMENT, to declare the SUBCONTRACTOR in default and to take any/all actions the CONTRACTOR deems necessary to complete the SUBCONTRACTOR’s obligations under this AGREEMENT at the cost and expense of the SUBCONTRACTOR, its surety, and/or sureties. In addition, the CONTRACTOR may deduct from payments otherwise due the SUBCONTRACTOR for the amount of any loss or damage incurred by the CONTRACTOR, including any reasonable attorney’s fees, and for any anticipated damages thereto.

16. TERMINATION FOR CONVENIENCE:

The CONTRACTOR, by written notice, may terminate this AGREEMENT at any time, in whole or in part, it the PRINCIPAL terminates for convenience the PRIME CONTRACT. Such termination will be termed a “TERMINATION FOR CONVENIENCE”, and the SUBCONTRACTOR's sole compensation for such action shall be in accordance with the TERMINATION FOR CONVENIENCE clause of the ORIGINAL CONTRACT.

17. BONDS AND INSURANCE:

A. Unless expressly stated otherwise within this AGREEMENT (see last page), the SUBCONTRACTOR shall furnish and pay for Payment and Performance Bonds in the amount of: N/A. Said bonds shall be received within three (3) days of the signing of this AGREEMENT and shall be in a form and with a surety or sureties acceptable to the CONTRACTOR.

B. The SUBCONTRACTOR further agrees to obtain and continuously carry adequate worker’s compensation insurance, public liability insurance and all other insurance required by any the PRINCIPAL pertaining to the work herein required. The SUBCONTRACTOR agrees to provide full occurrence type liability insurance policies and/or certificates, without limitations, disclaimers, sunset clauses, or restrictive clauses of any type, to the CONTRACTOR and/or to the PRINCIPAL.

18. ACCIDENT PREVENTION:

The SUBCONTRACTOR agrees to comply with, administer and implement into its work all health and safety orders, rules and/or regulations imposed pursuant to any Federal, State or Local law and all of those required under the terms of the ORIGINAL CONTRACT. This shall, as a minimum, include all of OSHA's health and safety standards for the construction industry inclusive of those established within part 29 CFR 1926 and 1910 thereof, and the requirements established within the Corps of Engineers Health and Safety Requirements Manual EM 385-1- 1. Additionally, the SUBCONTRACTOR agrees to comply with all of the health and safety requirements established within the Accident Prevention, Safety, and Hazard Analysis Programs which may be established by the CONTRACTOR and which may contain more stringent requirements than those noted above.

19. ENVIRONMENTAL PROTECTION:

The SUBCONTRACTOR agrees to comply with, administer, and implement into its work activities all environmental orders, rules and/or regulations imposed pursuant to any Federal, State or Local law and all of those required under the terms of the ORIGINAL CONTRACT. The SUBCONTRACTOR shall be responsible for the protection of all environmental resources, including but not limited to air, water, land, and noise, within the area of the SUBCONTRACTOR’s work activities.

20. CONTRACTOR'S DISCLAIMER:

The SUBCONTRACTOR shall be solely responsible for its technical performance under this AGREEMENT and shall not rely on the directions or instructions of the CONTRACTOR's job superintendent, employees, representatives, or representatives of the PRINCIPAL or others concerning technical aspects of the work required herein.

21. NONDISCRIMINATION IN EMPLOYMENT - EQUAL OPPORTUNITY AND AFFIRMATIVE ACTION:

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In connection with performance of work under this contract, the SUBCONTRACTOR shall ensure a working environment free of harassment, intimidation, and coercion wherever its employees are assigned to work. The SUBCONTRACTOR shall familiarize himself with the Equal Opportunity and Affirmative Action provisions of the ORIGINAL CONTRACT for compliance herewith.

22. WARRANTY FOR LABOR AND MATERIAL:

The SUBCONTRACTOR specifically agrees to provide warranty labor and material, as may be required to satisfy the PRINCIPAL and the CONTRACTOR, as set forth in the ORIGINAL CONTRACT or required hereunder, for all items covered by this AGREEMENT.

23. CLEAN-UP, HAUL-OFF AND DUMPING FEES:

The SUBCONTRACTOR shall be responsible for all clean up associated with the work hereunder. Said clean-up shall take place daily prior to the end of work of each day and shall include keeping all areas free from debris and unsafe conditions, the picking up, hauling off of all debris; demo’d equipment and/or material, associated dumping fees, the proper stacking, lock-up, protection and/or placement of all tools and materials.

24. ADDITIONAL REQUIREMENTS AND CLARIFICATIONS:

*** A. The SUBCONTRACTOR acknowledges that this is a legally binding document constructed to allow the CONTRACTOR's enforcement of the SUBCONTRACTOR's responsibilities herein and to insure the protection of any and all of the CONTRACTOR's rights and interest. Accordingly, the SUBCONTRACTOR, by its signature hereon, agrees that it has protected its own economic interests and legal rights by reviewing all of the terms, conditions and scope of work herein and notifying the CONTRACTOR immediately, before the signing or execution of this document, if the SUBCONTRACTOR has had any difficulty reading and/or understanding any part of this AGREEMENT or if there has been any question pertaining to any of the SUBCONTRACTOR's responsibilities under this AGREEMENT and/or the ORIGINAL CONTRACT and the SUBCONTRACTOR's required compliance in any way therewith.

*** B. If any provision(s) of this AGREEMENT is (are) in conflict with any Government Regulations, Statutes or requirements of the ORIGINAL CONTRACT, said Regulation, Statute or requirement shall supersede the non-conforming provision(s) herein. However, it is understood that this paragraph specifically, but not exclusively, does not apply to Clause 28 of this AGREEMENT, the Changes, Suspension of Work, or Variations in Estimated Quantities clauses, equitable adjustments or delay and damage recovery allowances of the ORIGINAL CONTRACT or as may be allowed within the Federal Acquisition Regulations.

*** C. In the event that any of the parties to this AGREEMENT employ an attorney for the enforcement of any of the terms or conditions herein or for the resolution of any disputes or claims, including Miller Act actions, that arise out of or relate to this AGREEMENT and/or the ORIGINAL CONTRACT, it is specifically agreed that the parties will submit the issue to binding arbitration under the rules of the American Arbitration Association.

*** D. This AGREEMENT constitutes the total and final agreement between the parties herein. Accordingly, the terms, conditions and scope of work of this AGREEMENT (including any modifications) supersedes, replaces and voids completely any and all previous price quotes, proposals, understandings and/or agreements offered or discussed, either verbally or in writing, which may have taken place by, between or with any parties prior to the date of this AGREEMENT.

Lincoln Rev 2/17 DocuSign Envelope ID: 0FF1084A-2A6B-4890-BDE9-8A1FE2F59FB1 Received 8/18/2023 Legal

MS Square Construction, LLC 4915 W. Bell Rd. Suite F-203 Glendale, AZ 85306

25. SUBCONTRACTORS INSURANCE REQUIREMENTS

A. Worker’s Compensation and Occupational Disease, including Employer’s Liability Limits of liability. Statutory Limits or as follows: $1,000,000 Each Accident $1,000,000 Disease $1,000,000 Disease Policy Limit

B. Subcontractor shall procure and maintain Commercial and General Liability Insurance and or alternatively Comprehensive General Liability coverage including the Broad Form General Liability Extension. Limits of liability $2,000,000 per occurrence $2,000,000 Products & Completed Operations *$2,000,000 aggregate * Alternatively, a $1,000,000 aggregate limit plus ISO ENDTS #CG2503 which affords a separate aggregate for each Project. * Alternatively, a $1,000,000 aggregate limit with a separate umbrella policy of limits not less than from $1,000,000.

C. Subcontractor shall procure and maintain Automobile Liability Insurance for liability arising out of the ownership, maintenance, or use of an automobile. Limits of liability $1,000,000 per occurrence $5,000,000 Hazardous Materials

D. Subcontractor shall procure and maintain Umbrella Liability Insurance. Limits of liability $2,000,000 per occurrence $2,000,000 aggregate

E. Subcontractor shall procure & maintain Completed Operations Products Insurance $1,000,000 per occurrence $1,000,000 aggregate

All policies will be written or endorsed to include the following provisions: 1. MS Square Construction and CMS Equity, inc. will be named as additional insured. 2. Wavier of subrogation. 3. Cross Liability Endorsement

In addition to all governmental regulation, the following items shall be required at all times at the job site: Hard hats are to be worn. Work shoes are to be standard industrial type. Pants must be full length. Shirts must be worn at all times. Radios are not allowed on the site. The subcontractor and its employees shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the performance of the Subcontract.

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MS Square Construction, LLC 4915 W. Bell Rd. Suite F-203 Glendale, AZ 85306

29. SCOPE OF WORK TO BE PERFORMED BY SUBCONTRACTOR:

SUBCONTRACTOR agrees to provide all supervision, labor, materials, tools, plant, testing, equipment and associated miscellaneous apparatus to provide for all work and all responsibilities related

A. General Requirements as applicable to subcontracts. B. MS Square Construction recognizes that the Subcontractor has visited the site and understands the constraints that the building and surroundings has placed on the construction and has incorporated the necessary work to complete this project. C. Subcontractor is responsible for cleaning and hauling away all trash and debris. D. Subcontractor to provide all labor/ material/ and equipment to install new foam roof. Material to include but not limited to foam/ top coating/ drip edge/ nails/ screws/ vent caps/ect. E. Subcontractor responsible for appropriate water runoff. This to include appropriate slopes/ drainage/ crickets as necessary/ drains as necessary to ensure adequate water drainage. F. Subcontractor to verify drain locations before installing roofing. G. Subcontractor to provide standards to comply with local/ state/ and federal regulations. H. Subcontractor to provide a 1 year workmanship warranty on the roofing system. I. Subcontractor to provide a complete and functional roof to comply with local/ state/ and federal regulations. J. Subcontractor understands work hours are to be between 7am-5pm Monday-Friday and 9am-5pm Saturday/ Sunday and may not exceed these hours. K. Subcontractor understands parking is only allowed in designated spots and may be subject to fine if not parked appropriately. L. Care is to be taken to protect all surfaces from damage, dust and debris for this scope of work. Any damage to materials intentional or not shall be responsibility of the contractor causing the damage. M. Subcontractor understands that this is a Design/Build project and may require minor adjustments to the plans. N. Coordination of work with all other subcontractors/trades. O. Subcontractor shall abide by all environmental requirements as set forth in Product Handling or applicable to City and State Compliance/Codes. P. Provide all Labor, Material, and Equipment to remove all trash and construction debris on a daily basis. Q. Secure materials end of each workday to prevent loss from theft and vandalism. R. Provide protection and safety to maintain safe work site conditions. S. Abide by MS Square Construction schedule. T. Provide all warranties as required by specifications whether implied or not. U. Abide by all State & OSHA requirements, rules, and regulations. Including but not limited to cones, caution tape to provide adequate separation of work area from the public, employees, and anyone else not involved in the construction. V. Coordination of your work with owner’s work whether temporary or permanent in nature. W. Provide Close Out requirements and As Builds as required. X. All work to be performed by the strictest of Standards and Guidelines associated with this project. CONTRACTOR FURNISHED ITEMS: LIST ITEMS

Only Materials to be provided by MS Square. All other materials to be provided by Subcontractor. a. None

PRICE: $14,700.00

SUBMITTALS DUE: Within 5 days of this agreement.

***END SCOPE OF WORK***

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MS Square Construction, LLC 4915 W. Bell Rd. Suite F-203 Glendale, AZ 85306

In signing this AGREEMENT, the SUBCONTRACTOR agrees that this AGREEMENT is expressly made conditional and offered predicate upon the SUBCONTRACTOR's acceptance of the terms and conditions stated herein which may differ from those previously offered or discussed; the SUBCONTRACTOR additionally agrees that he has received a complete set of plans and specifications including all of the general provisions, labor provisions, rate of pay scales, and all amendments which are a part thereof for the project specified herein.

CONTRACTOR: MS Square Construction, LLC

5/11/2023 By: Project Manager

SUBCONTRACTOR:

5/2/2023 By: Date: .................................................................................................................................................... SUBCONTRACTOR

Lincoln Rev 2/17 REGISTRAR OF CONTRACTORS OF THE STATE OF ARIZONA

Case No. 2023-09027 ARC Roofing LLC,

COMPLAINANT, v. CITATION M S Square Construction LLC License No. ROC 139324,

RESPONDENT.

The Registrar issues this Citation to M S Square Construction LLC (“Respondent”) under A.R.S. § 32-1155(A). If Respondent fails to answer this Citation by September 25, 2023, then under A.R.S. § 32-1155(C), Respondent’s failure to answer may be deemed an admission of the act or acts charged in the underlying complaint, and the Registrar may then suspend or revoke Respondent’s license(s).

of 5

1700 W. Washington Street, Suite 105 · Phoenix AZ 85007-2812

602.542.1525 · Toll Free 877.692.9762 · roc.az.gov Lg101 8/21 THE WRITTEN COMPLAINT On August 7, 2023, ARC Roofing LLC (“Complainant”) filed a written complaint with the Registrar. A copy of that Complaint is attached to this Citation. A FORMAL STATEMENT OF THE CHARGES AGAINST RESPONDENT The Registrar investigated this matter and finds cause to charge Respondent with violation(s) of Title 32, Chapter 10 of the Arizona Revised Statutes. Respondent is charged with violating: Charge :1 A.R.S. § 32-1154(A)(10) — Failure by a licensee or agent or official of a licensee to pay monies in excess of $750 when due for materials or services rendered in connection with the licensee's operations as a contractor unless the licensee proves that the licensee lacks the capacity to pay and has not received sufficient monies as payment for the particular construction work project or operation for which the services or materials were rendered or purchased.

If the matter proceeds to a hearing and the administrative law judge determines that any

of the charges listed above are supported by a preponderance of the evidence, then

Respondent’s license(s) may be subject to suspension or revocation, and Respondent may be

subject to other penalties provided by law, including civil penalties under A.R.S. §§ 32-1154(E)

and (F).

FILING A WRITTEN ANSWER

Respondent must appear by filing with the Registrar a written answer to the citation and

complaint showing cause, if any, why Respondent’s license(s) should not be suspended or

revoked. A.R.S. § 32-1155(A). Respondent’s written answer should contain the heading

“Written Answer to Citation and Complaint” and should include the case number, which is

Case No. 2023-09027. of 5

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602.542.1525 · Toll Free 877.692.9762 · roc.az.gov Lg101 8/21 How to File a Written Answer: Respondent’s written answer may be submitted in the following ways: In-Person: 1700 W. Washington St., Ste. 105, Phoenix, Arizona, 85007-2812 Mail: P.O. Box 18244, Phoenix, Arizona, 85005-8244 Email: [email redacted] The Registrar’s normal office hours are 8:00 a.m. to 5:00 p.m., Monday through Friday. If Respondent submits a written answer by mail, it is not filed with the Registrar until the Registrar actually receives it. Deadline for Filing a Written Answer: Respondent must file a written answer with the Registrar no later than September 25, 2023. This deadline is calculated under A.R.S. §§ 32-1155(A) and (B), which provides a deadline ten days after service of the Citation. Service of the Citation and Complaint is complete five days after the Registrar mails a copy of the Citation and Complaint to Respondent’s latest address of record in the Registrar’s office. Consequences for Failing to File a Written Answer: If Respondent fails to answer, Respondent’s failure may be deemed an admission of the act or acts charged in the written complaint. A.R.S. § 32-1155(C). The Registrar may then suspend or revoke Respondent’s license(s). THE ADMINISTRATIVE HEARING If Respondent files a timely written answer contesting any charges in the Complaint, then the Registrar will request the Office of Administrative Hearings set a date for an administrative hearing and will notify all the parties at least 30 days before that hearing. A.R.S. § 41-1092.05(D). RESPONDENT’S RIGHT TO REQUEST AN INFORMAL SETTLEMENT CONFERENCE Under A.R.S. § 41-1092.06, if Respondent submits a request to the Registrar for an of 5

1700 W. Washington Street, Suite 105 · Phoenix AZ 85007-2812

602.542.1525 · Toll Free 877.692.9762 · roc.az.gov Lg101 8/21 informal settlement conference, the Registrar must hold a conference within 15 days after receiving the request. Respondent’s request for an informal settlement conference must be in writing and must be filed no later than 20 days before the administrative hearing. A.R.S. § 41- 1092.06(A). The Registrar will not close or settle any case without both parties’ appearance at the Settlement Conference. The parties participating in the settlement conference must have the authority to settle the case and must waive their right to object to the participation of the Registrar’s settlement conference representative in the final administrative decision. A.R.S. § 41-1092.06(B). Any statements, either written or oral, made by the parties at the conference, including a written document, created or expressed solely for the purpose of settlement negotiations, are inadmissible in the administrative hearing. A.R.S. § 41-1092.06(B). RESPONDENT’S PRIOR RECORD Under A.A.C. R4-9-117, in determining the appropriate discipline, the administrative law judge and the Registrar may consider not only facts in the current case, but also facts in prior cases and any documents regarding Respondent on file with the Registrar. Respondent’s prior disciplinary record and current license(s) status may be considered as a mitigating or aggravating factor in determining the appropriate discipline. EVIDENTIARY DISCLAIMER By issuing this Citation, the Registrar is directing Respondent to file a written answer to the Citation and Complaint, showing cause, if any, why Respondent’s license(s) should not be suspended or revoked. A.R.S. § 32-1155(A). This Citation does not constitute proof that any charge or allegation in Complainant’s written complaint is in fact true. This Citation does not constitute proof that Respondent violated any statutory provision or rule adopted by the Registrar. of 5

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602.542.1525 · Toll Free 877.692.9762 · roc.az.gov Lg101 8/21 Dated September 7, 2023. By: /s/ Robert Stirling Robert Stirling Assistant General Counsel Legal Department Arizona Registrar of Contractors COPY of the foregoing mailed by Certified Mail, Return Receipt Requested, September 7, 2023 to: Respondent Certified Mail No: [number redacted] M S Square Construction LLC 4332 W Greenway Rd Glendale, AZ 85306

Copy mailed by USPS First Class mail this same date to:

M S Square Construction LLC 4332 W Greenway Rd Glendale, AZ 85306

Complainant ARC Roofing LLC 9001 W Lawrence Ln Tolleson, AZ 85353

Copy sent electronically this same date to: Respondent at email address on record with the Registrar Complainant at email address on record with the Registrar

Case No. 2023-09027 /

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602.542.1525 · Toll Free 877.692.9762 · roc.az.gov Lg101 8/21 Printed Name Signature Date Antonio Ramirez Corona 8/7/23, 5:30 PM Gmail - Subcontract for 5434 E. Lincoln Dr, Paradise Valley Az 85253

Antonio Ramirez

Subcontract for 5434 E. Lincoln Dr, Paradise Valley Az 85253 Antonio Ramirez Thu, Jun 8, 2023 at 8:42 PM To: Cc:

Good Evening,

-ARC Roofing Staff

ARC Roofing LLC Antonio Ramirez Corona ROC#3 7433

On Mon, May 1, 2023 at 11:22 AM cory wrote: [Quoted text hidden]

CMS MS Square Invoice.pdf 135K

https://mail.google.com/mail/u/0/? k=5fc678f48a&view=pt&search=all&permmsgid=msg-a:r-[number redacted]&simpl=msg-a:r-[number redacted]… 1/1 Received 09/18/2023 ROC Legal

MS Square Construction 13201 N. 35th Ave Suite B-10 Phoenix AZ 85029

Arizona Registrar of Contractors 1700 W Washington Suite 105 Phoenix AZ 85007-2812

Via Email

Reference: Complaint No. 2023-09027

Dear Dylan Warwick,

We are in receipt of this Citation. While we are perplexed by the ruling. The subcontract agreement clearly states in summary that we are to pay the subcontractors in accordance with the subcontract agreement unless we lack the capacity to pay and has NOT received sufficient monies as payment for the particular work.

The section of the agreement which includes this language is:

We are formally contesting the charges in the Complaint and request a hearing.

Sincerely, Christopher Smith Member MS Square Construction, LLC [email redacted] Received 9/19/23, 9:34 AM State of Arizona Mail - Citation 2023-09027 09/18/2023 ROC Legal

Answers - AZROC <[email redacted]>

Citation 2023-09027 message

chris mssquareconstruction.com <[email redacted]> Mon, Sep 18, 2023 at 4:33 PM To: "[email redacted]" <[email redacted]>

Please see the attached answer to the complaint.

Christopher Smith

MS Square Construction

602-692-7521

AZROC Letter 001 - Claim 2023 - 09027-02-1.pdf 74K

https://mail.google.com/mail/b/AEoRXRQfJGuq3maCdVZWF38wVAJgveyKmyPVv6yZDZMtktSsEqcm/u/0/?ik=581c53cf5c&view=pt&search=all&per… 1/1 Mediation Notice

Mediation Services Mediation services are available to the parties. What is Mediation? Mediation is a method of resolving disputes where the parties can end conflict without the expense and time associated with the full administrative process. Who Participates in During mediation, a mediator will attempt to help the Mediation? parties find an optimal solution to the conflict. Both parties must agree to participate in mediation, and both parties must bring a representative to mediation that has full authority to settle the entire matter. Mediation Is Not Neither the Registrar nor the Office of Administrative Mandatory Hearings will penalize a party for not agreeing to mediation. Where do the Parties The parties will meet at the Office of Administrative Meet for Mediation? Hearings to participate in mediation.

The Office of Administrative Hearings is located at 1400 West Washington, Suite 101, Phoenix, Arizona 85007. When does Mediation can occur after the Registrar issues a citation, but Mediation Occur? before the administrative hearing. Why Should Parties Mediation can be an alternative to the full administrative Consider Mediation? process. Mediation is beneficial because it is (1) time- efficient, (2) cost-effective, (3) confidential, and (4) capable of providing flexible solutions to complex problems. How to Request If the parties wish to mediate this case, they must file a Joint Mediation Request for Mediation with the Office of Administrative Hearings. A Joint Request for Mediation is included with this Mediation Notice. REGISTRAR OF CONTRACTORS OF THE STATE OF ARIZONA _________________________ Case No. _______________ COMPLAINANT,

v. JOINT REQUEST FOR MEDIATION _________________________ RESPONDENT.

REQUEST

The parties jointly request that this matter be referred to mediation in the Office of Administrative Hearings (OAH). ☐ This matter is set for hearing on __________________(date). ☐ This matter is not currently set for hearing. MEDIATION AGREEMENT By requesting this mediation and signing below, the parties understand, represent, and agree: 1. The parties are prepared to commence mediation and will be ready for mediation on _____________________(date); 2. The parties will participate in the mediation process in good faith; 3. This request for mediation is not intended to hinder or delay administrative proceedings; 4. No party will contend that the mediation limits the power of OAH and its administrative law judges to conduct an administrative hearing and issue decisions under A.R.S. §§ 41-1092 – 1092.12; 5. The parties will be courteous and respectful throughout the mediation process to all participants; 6. The mediation is completely voluntary and the principal purpose is to allow the parties a full and fair opportunity to discuss settlement; of 3 REGISTRAR OF CONTRACTORS 1700 W. Washington St. Suite 105 – PHOENIX, AZ 85007-2812 Telephone (602)542-1525 1-877-692-9762 7. The mediator may conduct joint and separate meetings with the parties and may suggest resolutions to the parties’ dispute, but the mediator has no authority to impose a settlement upon the parties; 8. The mediation process is confidential. Communications made, material created for or used during, and acts occurring during mediation are confidential and may not be discovered or admitted into evidence in any proceeding except as provided by A.R.S. § 12-2238; 9. The mediator is not subject to service of process or a subpoena to produce evidence or to testify regarding any evidence or occurrence relating to the mediation except as provided in A.R.S. § 12-2238(C); 10. Neither the mediator, nor the Registrar of Contractors, nor the Office of Administrative Hearings is subject to civil liability for any act or omission in connection with any mediation service or activity except for acts involving

intentional misconduct or reckless disregard of a substantial risk of injury to the rights of others; 11. Throughout the mediation process, each party must have a representative present who will have full settlement authority to settle all claims at issue in the administrative

proceeding. 12. The mediation process will terminate when: a. The parties reach settlement; b. The mediator determines that further efforts at mediation are no longer likely

to achieve a settlement; or c. One of the parties withdraws from mediation. _____________________________________ _______________________ Complainant (or representative) Date

_____________________________________ _______________________ Respondent (or representative) Date

of 3 REGISTRAR OF CONTRACTORS 1700 W. Washington St. Suite 105 – PHOENIX, AZ 85007-2812 Telephone (602)542-1525 1-877-692-9762 PREHEARING DISCLOSURE STATEMENT INSTRUCTIONS ***DO NOT SUBMIT THESE INSTRUCTIONS WITH THE PREHEARING DISCLOSURE FORM***

ADMINISTRATIVE RULES A copy of the Arizona Administrative Code’s Rules for the Registrar of Contractors can be located on the Registrar’s Website.

PREHEARING DISCLOSURE REQUIREMENT Under A.A.C. R4-9-118(A), before a hearing, the parties must prepare a disclosure statement. The disclosure statement must contain: • A list of all the witnesses the party will call to testify, including the witnesses’ contact information and a brief description of the subject matter of the witnesses’ expected testimony; and • A list of all the exhibits that the party will use at the hearing.

FILE PREHEARING DISCLOSURE STATEMENTS • The Prehearing Disclosure Statements and Exhibits may be submitted to the Arizona Office of Administrative Hearings using any of the following: • Electronically: https://portal.azoah.com/submission/ • In-Person or by Mail: 1740 West Adams Street, Lower Level, Phoenix, Arizona 85007

EXCHANGING DISCLOSURE STATEMENTS AND EXHIBITS Under A.A.C. R4-9-118(B) (effective November 5, 2017), a party to the hearing must serve on every other party and file with the Office of Administrative Hearings a copy of: • The disclosure statement; and, • Any exhibit that the party will use at the hearing. Service: The disclosure statement and exhibits must be served on all parties in accordance with Arizona Administrative Code R2-19-108 Filing Documents. Under A.A.C. R2-19-108, service is completed by: • Personal delivery; • 1st class, certified or express mail; or • Facsimile. Timing: The disclosure statement and the exhibits must be served and filed not less than seven calendar days before the date of the hearing. Under A.A.C. R2-19-108, a document is served on a party: • On the date it is personally served; • Five days after it is mailed by express or 1st class mail; • On the date of the return receipt if it is mailed by certified mail; or • On the date indicated on the facsimile transmission.

CONSEQUENCES FOR FAILING TO DISCLOSE Under A.A.C. R4-9-108(C), if a witness or an exhibit is not timely disclosed as required the rules, and good cause for the failure to disclose is not shown, then the administrative law judge may: • Order that certain witnesses or exhibits not be used at the hearing; • Order that a particular fact is or is not established for the record; or, • Order that a charge, a defense, a claim, or some portion thereof, be dismissed.

Form RC-L-800A Prehearing Disclosure Statement Rev. 10/08/2019 Instructions Form PREHEARING DISCLOSURE STATEMENT FORM RC-L-800A

PART 1: WITNESS LIST DOCKET NO. Under A.A.C. R4-9-118(A), before a hearing, a party must prepare a disclosure statement containing a list of all the witnesses the party will call to testify, including the witnesses’ contact information and a brief description of the subject matter of the witnesses’ expected testimony. If you need additional space to list all witnesses, complete and attach additional Witness Lists. Example 1. Name 2. Telephone Number 3. Email Address

John Doe (123) 456-7890 [email redacted] 4. Subject Matter of Expected Testimony

John Doe will testify regarding the poor workmanship and poor installation of the Garage Door. Mr. Doe will also testify regarding the invoices and change orders for the project.

Witness 1. Name 2. Telephone Number 3. Email Address

4. Subject Matter of Expected Testimony

Witness 1. Name 2. Telephone Number 3. Email Address

4. Subject Matter of Expected Testimony

Witness 1. Name 2. Telephone Number 3. Email Address

4. Subject Matter of Expected Testimony

Witness 1. Name 2. Telephone Number 3. Email Address

4. Subject Matter of Expected Testimony

Form RC-L-800A Prehearing Disclosure Statement Rev. 1/15/2019 Page 1 of 3 PART 2: EXHIBIT LIST DOCKET NO. Under A.A.C. R4-9-118(A), before a hearing, a party must prepare a disclosure statement containing a list of all the exhibits that the party will use at the hearing. Note: All exhibits listed below must be provided to all parties to the hearing. See A.A.C. R4-9-118(B). If you need additional space to list all witnesses, complete and attach additional Exhibit Lists. Example Contract for new garage door. Invoice #10001 – Cost for garage door replacement.

Exhibit Exhibit Name

Form RC-L-800A Prehearing Disclosure Statement Rev. 1/15/2019 Page 2 of 3 PART 3: ACKNOWLEDGEMENT & SIGNATURE I certify that the above information is true and correct and that I will serve a copy of this disclosure statement and any exhibits listed in Part 2 to all parties to the hearing in accordance with A.A.C. R4-9-118. I acknowledge and understand that if I fail to properly disclose a witness or exhibit, the administrative law judge may: • Order that certain witnesses or exhibits not be used at the hearing; • Order that a particular fact is or is not established for the record; or, • Order that a charge, a defense, a claim, or some portion thereof, be dismissed.

I am the (check one):  Complainant  Respondent Docket No.

Print Name Signature Date

Form RC-L-800A Prehearing Disclosure Statement Rev. 1/15/2019 Page 3 of 3