2024A-04005-NPC-ROC Notice of Hearing & Packet MAILED

2024A-04005-NPC-ROC · Registrar of Contractors · 2024-06-13

REGISTRAR OF CONTRACTORS OF THE STATE OF ARIZONA

JP Construction & Estimating Services LLC, Case No. 2024-04005

COMPLAINANT, Docket No. 2024A-04005-NPC-ROC

v. NOTICE OF HEARING ON CONTESTED CASE Engineered Structures Inc., License No. ROC 132139,

RESPONDENT. This Notice of Hearing is issued under A.R.S. § 41-1092.05(D).

HEARING INFORMATION The hearing is set for:

August 1, 2024 1:00 PM Amy Haley 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 May 21, 2024. 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/forms/RC-L-800A%20- %20Prehearing%20Disclosure%20Statement%2020191007v4.pdf

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 June 14, 2024.

By: /s/ Erika Hoskin Erika Hoskin Legal Secretary Legal Department Arizona Registrar of Contractors

Copy mailed via USPS First Class mail June 14, 2024 to:

Respondent(s) Engineered Structures Inc. 3330 E Louise Dr. Ste. 300 Meridian, ID 83642

Complainant(s) JP Construction & Estimating Services LLC PO Box 1935 Queen Creek, AZ 85142

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. 2024-04005 /

Douglas A. Ducey, Governor Jeffrey L. Fleetham, 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

Douglas A. Ducey, Governor Jeffrey L. Fleetham, 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

Douglas A. Ducey, Governor Jeffrey L. Fleetham, 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

April 10, 2024

Via U.S. Mail and Email

Complainant JP Construction & Estimating Services LLC PO Box 1935 Queen Creek, AZ 85142

Via U.S. Mail and Email

Respondent Engineered Structures Inc. 3330 E Louise Dr., STE 300 Meridian, ID 83642

Re: Complaint No. 2024-04005

Dear Complainant and Respondent:

The Registrar received a complaint filed against Engineered Structures Inc. 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 April 17, 2024. 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 April 17, 2024 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/ Shaquira Adebule Shaquira Adebule Legal Assistant II

1700 W. Washington Street, Suite 105 · Phoenix AZ 85007-2812 602.542.1525 · Toll Free 877.692.9762 · roc.az.gov Lg100 4/21 Legal Department AZ Registrar of Contractors 602-542-1525

CC: Complainant’s Attorney Kevin M. Estevez, Esq. N Central Ave Ste 2000 Phoenix, AZ 85004

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 James Steve Pauley Audit Trail - Fry's #655 - Gilbert, AZ ( N088-) 04/06/24

Date User Company Event /05 Engineered /24 Derrick Tovey rejected Application For Payment #6 for JP Construction & Estimating Services, LLC Derrick Tovey Structures, 22: Comment:Per Notice of Default Sent 4.5.24 this pay application is rejected. Inc. 42: JP /04 Construction /24 James Pauley & Estimating James Pauley submitted Application For Payment #6 for JP Construction & Estimating Services, LLC 17: Services, 31: LLC JP /04 Construction /24 James Pauley uploaded Lien Waiver 'Conditional Progress Waiver (Kroger).pdf' for Application For James Pauley & Estimating 17: Payment #6 for JP Construction & Estimating Services, LLC Services, 30: LLC JP /04 Construction /24 James Pauley uploaded Lien Waiver 'Subcontractor's Progress Affidavit (Kroger).pdf' for Application For James Pauley & Estimating 17: Payment #6 for JP Construction & Estimating Services, LLC Services, 29: LLC JP /04 Construction /24 James Pauley signed Lien Waiver 'Conditional Progress Waiver Arizona.pdf' for Application For Payment James Pauley & Estimating 17: #6 for JP Construction & Estimating Services, LLC Services, 25: LLC /04 Engineered /24 Derrick Tovey rejected Application For Payment #6 for JP Construction & Estimating Services, LLC Derrick Tovey Structures, 14: Comment:Please update the percentage on Bulletin #3 COR and resubmit. Inc. 43: JP /03 Construction /24 Tara Pauley & Estimating Tara Pauley submitted Application For Payment #6 for JP Construction & Estimating Services, LLC 00: Services, 35: LLC JP /03 Construction /24 Tara Pauley signed Lien Waiver 'Conditional Progress Waiver Arizona.pdf' for Application For Payment #6 Tara Pauley & Estimating 00: for JP Construction & Estimating Services, LLC Services, 34: LLC JP /03 Construction /24 Tara Pauley uploaded Lien Waiver 'Subcontractor's Progress Affidavit (Kroger).pdf' for Application For Tara Pauley & Estimating 00: Payment #6 for JP Construction & Estimating Services, LLC Services, 33: LLC JP /03 Construction /24 Tara Pauley uploaded Lien Waiver 'Conditional Progress Waiver (Kroger).pdf' for Application For Payment Tara Pauley & Estimating 00: #6 for JP Construction & Estimating Services, LLC Services, 33: LLC JP /02 Construction /24 James Pauley signed Lien Waiver 'Conditional Progress Waiver Arizona.pdf' for Application For Payment James Pauley & Estimating 23: #6 for JP Construction & Estimating Services, LLC Services, 34: LLC /02 Engineered /24 Derrick Tovey rejected Application For Payment #6 for JP Construction & Estimating Services, LLC Derrick Tovey Structures, 18: Comment:Per our conversation, please revise and resubmit. Inc. 53: JP

Date User Company Event /22 James Pauley Construction James Pauley submitted Application For Payment #6 for JP Construction & Estimating Services, LLC /24 & Estimating 21: Services, 02: LLC JP /22 Construction /24 James Pauley uploaded Lien Waiver 'Unconditional Progress Waiver (Kroger).pdf' for Application For James Pauley & Estimating 18: Payment #5 for JP Construction & Estimating Services, LLC Services, 03: LLC JP /22 Construction /24 James Pauley uploaded Lien Waiver 'Subcontractor's Progress Affidavit (Kroger).pdf' for Application For James Pauley & Estimating 18: Payment #6 for JP Construction & Estimating Services, LLC Services, 01: LLC JP /22 Construction /24 James Pauley uploaded Lien Waiver 'Conditional Progress Waiver (Kroger).pdf' for Application For James Pauley & Estimating 17: Payment #6 for JP Construction & Estimating Services, LLC Services, 59: LLC JP /21 Construction /24 James Pauley signed Lien Waiver 'Unconditional Progress Waiver Arizona.pdf' for Application For Payment James Pauley & Estimating 19: #5 for JP Construction & Estimating Services, LLC Services, 16: LLC JP /21 Construction /24 James Pauley signed Lien Waiver 'Conditional Progress Waiver Arizona.pdf' for Application For Payment James Pauley & Estimating 19: #6 for JP Construction & Estimating Services, LLC Services, 12: LLC JP /21 Construction Marked off checklist item 'Any request for off-site stored materials must have the following items attached: /24 James Pauley & Estimating 1. An invoice for materials indicating the type and quantity of materials stored and must reference the 19: Services, Project. ' on Application For Payment #6 for JP Construction & Estimating Services, LLC 12: LLC JP /21 Marked off checklist item 'Any request for off-site stored materials must have the following items attached: Construction /24 2. Proof of insurance listing Owner and Engineered Structures, Inc as "Additional Insured" address of the James Pauley & Estimating 19: facility where the material is stored.' on Application For Payment #6 for JP Construction & Estimating Services, 12: Services, LLC LLC JP /21 Construction Marked off checklist item 'Any request for off-site stored materials must have the following items attached: /24 James Pauley & Estimating 3. Pictures of stored materials' on Application For Payment #6 for JP Construction & Estimating Services, 19: Services, LLC 12: LLC JP /21 Construction Marked off checklist item 'Report total ON-SITE man hours, including any ON-SITE sub-subcontracted man /24 James Pauley & Estimating hours when submitting. Offsite fabrication, office, etc. hours should be excluded.' on Application For 19: Services, Payment #6 for JP Construction & Estimating Services, LLC 12: LLC JP /21 Construction /24 James Pauley & Estimating James Pauley created Application For Payment #6 for JP Construction & Estimating Services, LLC 18: Services, 46: LLC /18 Accounts (DO NOT Engineered Accounts (DO NOT TOUCH, THIS IS USED FOR SYNCS) Payable sent Lien Waiver 'Unconditional /24 TOUCH, THIS IS Structures, Progress Waiver (Kroger).pdf' for Application For Payment #5 for JP Construction & Estimating Services, 14: USED FOR SYNCS) Inc. LLC 42: Payable /18 Accounts (DO NOT Engineered Accounts (DO NOT TOUCH, THIS IS USED FOR SYNCS) Payable sent Lien Waiver 'Unconditional /24 TOUCH, THIS IS Structures, Progress Waiver Arizona.pdf' for Application For Payment #5 for JP Construction & Estimating Services, 14: USED FOR SYNCS) Inc. LLC 42: Payable

Date User Company Event /14 Engineered /24 Katie Gerasimas approved Lien Waiver 'Subcontractor's Progress Affidavit (Kroger).pdf' for Application For Katie Gerasimas Structures, 19: Payment #5 for JP Construction & Estimating Services, LLC Inc. 31: /14 Engineered /24 Katie Gerasimas approved Lien Waiver 'Conditional Progress Waiver (Kroger).pdf' for Application For Katie Gerasimas Structures, 19: Payment #5 for JP Construction & Estimating Services, LLC Inc. 30: JP /13 Construction /24 James Pauley uploaded 'SBR999-JLicea-8342-WAIVER-AZUCPP-AZUCPP-[number redacted].pdf' for James Pauley & Estimating 22: compliance type 'SUPP' for JP Construction & Estimating Services, LLC Services, 02: LLC /12 Accounts (DO NOT Engineered /24 TOUCH, THIS IS Accounts (DO NOT TOUCH, THIS IS USED FOR SYNCS) Payable auto-approved CO #7 for JP Structures, 21: USED FOR SYNCS) Construction & Estimating Services, LLC Inc. 13: Payable JP /11 Construction /24 James Pauley uploaded 'scan (4).pdf' for compliance type 'SUPP' for JP Construction & Estimating James Pauley & Estimating 17: Services, LLC Services, 09: LLC JP /11 Construction /24 James Pauley uploaded 'scan (3).pdf' for compliance type 'SUPP' for JP Construction & Estimating James Pauley & Estimating 17: Services, LLC Services, 09: LLC /07 Engineered /24 Derrick Tovey Structures, Derrick Tovey approved Application For Payment #5 for JP Construction & Estimating Services, LLC 14: Inc. 59: JP /05 Construction /24 James Pauley & Estimating James Pauley submitted Application For Payment #5 for JP Construction & Estimating Services, LLC 21: Services, 49: LLC JP /05 Construction /24 James Pauley uploaded Lien Waiver 'Subcontractor's Progress Affidavit (Kroger).pdf' for Application For James Pauley & Estimating 21: Payment #5 for JP Construction & Estimating Services, LLC Services, 48: LLC JP /05 Construction /24 James Pauley uploaded Lien Waiver 'Conditional Progress Waiver (Kroger).pdf' for Application For James Pauley & Estimating 21: Payment #5 for JP Construction & Estimating Services, LLC Services, 43: LLC JP /05 Construction /24 James Pauley signed Lien Waiver 'Conditional Progress Waiver Arizona.pdf' for Application For Payment James Pauley & Estimating 21: #5 for JP Construction & Estimating Services, LLC Services, 28: LLC /05 Engineered Derrick Tovey rejected Application For Payment #5 for JP Construction & Estimating Services, LLC /24 Derrick Tovey Structures, Comment:Per our phone call today please revise your billing and waivers to reflect the lower amount 21: Inc. discussed. 13: /05 /24

Engineered Katie Gerasimas rejected Lien Waiver 'Conditional Progress Waiver (Kroger).pdf' for Application For

Date User Company Event 21: Katie Gerasimas Structures, Payment #5 for JP Construction & Estimating Services, LLC 12: Inc. Comment:Update Progress Billing Amount. /05 Engineered Katie Gerasimas rejected Lien Waiver 'Subcontractor's Progress Affidavit (Kroger).pdf' for Application For /24 Katie Gerasimas Structures, Payment #5 for JP Construction & Estimating Services, LLC 21: Inc. Comment:Update Billing Amount 12: JP /05 Construction /24 James Pauley uploaded 'Fry's 655 - Sunbelt UNCOND Waiver Jan 2024.pdf' for compliance type 'SUPP' for James Pauley & Estimating 19: JP Construction & Estimating Services, LLC Services, 14: LLC JP /05 Construction /24 James Pauley uploaded 'scan (3).pdf' for compliance type 'SUPP' for JP Construction & Estimating James Pauley & Estimating 19: Services, LLC Services, 13: LLC /01 Engineered /24 Katie Gerasimas approved Lien Waiver 'Unconditional Progress Waiver (Kroger).pdf' for Application For Katie Gerasimas Structures, 16: Payment #4 for JP Construction & Estimating Services, LLC Inc. 53: JP /28 Construction /24 James Pauley & Estimating James Pauley submitted Application For Payment #5 for JP Construction & Estimating Services, LLC 18: Services, 18: LLC JP /28 Construction /24 James Pauley uploaded Lien Waiver 'Subcontractor's Progress Affidavit (Kroger).pdf' for Application For James Pauley & Estimating 18: Payment #5 for JP Construction & Estimating Services, LLC Services, 18: LLC JP /28 Construction /24 James Pauley uploaded Lien Waiver 'Conditional Progress Waiver (Kroger).pdf' for Application For James Pauley & Estimating 18: Payment #5 for JP Construction & Estimating Services, LLC Services, 18: LLC JP /28 Construction /24 James Pauley signed Lien Waiver 'Conditional Progress Waiver Arizona.pdf' for Application For Payment James Pauley & Estimating 18: #5 for JP Construction & Estimating Services, LLC Services, 18: LLC JP /28 Construction /24 James Pauley uploaded Lien Waiver 'Subcontractor's Progress Affidavit (Kroger).pdf' for Application For James Pauley & Estimating 18: Payment #5 for JP Construction & Estimating Services, LLC Services, 17: LLC JP /28 Construction /24 James Pauley uploaded Lien Waiver 'Conditional Progress Waiver (Kroger).pdf' for Application For James Pauley & Estimating 18: Payment #5 for JP Construction & Estimating Services, LLC Services, 15: LLC JP /28 Construction /24 James Pauley uploaded Lien Waiver 'Unconditional Progress Waiver (Kroger).pdf' for Application For James Pauley & Estimating 18: Payment #4 for JP Construction & Estimating Services, LLC Services, 09: LLC /23 Engineered /24 Katie Gerasimas resent Lien Waiver 'Subcontractor's Progress Affidavit (Kroger).pdf' for Application For Katie Gerasimas Structures, 23: Payment #5 for JP Construction & Estimating Services, LLC Inc. 40: /23

Date User Company Event /24 Katie Gerasimas Engineered Katie Gerasimas resent Lien Waiver 'Conditional Progress Waiver (Kroger).pdf' for Application For Payment 23: Structures, #5 for JP Construction & Estimating Services, LLC 40: Inc. /23 Engineered /24 Katie Gerasimas resent Lien Waiver 'Unconditional Progress Waiver (Kroger).pdf' for Application For Katie Gerasimas Structures, 23: Payment #4 for JP Construction & Estimating Services, LLC Inc. 39: JP /21 Construction /24 James Pauley signed Lien Waiver 'Conditional Progress Waiver Arizona.pdf' for Application For Payment James Pauley & Estimating 23: #5 for JP Construction & Estimating Services, LLC Services, 24: LLC JP /21 Construction Marked off checklist item 'Any request for off-site stored materials must have the following items attached: /24 James Pauley & Estimating 1. An invoice for materials indicating the type and quantity of materials stored and must reference the 23: Services, Project. ' on Application For Payment #5 for JP Construction & Estimating Services, LLC 24: LLC JP /21 Marked off checklist item 'Any request for off-site stored materials must have the following items attached: Construction /24 2. Proof of insurance listing Owner and Engineered Structures, Inc as "Additional Insured" address of the James Pauley & Estimating 23: facility where the material is stored.' on Application For Payment #5 for JP Construction & Estimating Services, 24: Services, LLC LLC JP /21 Construction Marked off checklist item 'Any request for off-site stored materials must have the following items attached: /24 James Pauley & Estimating 3. Pictures of stored materials' on Application For Payment #5 for JP Construction & Estimating Services, 23: Services, LLC 24: LLC JP /21 Construction Marked off checklist item 'Report total ON-SITE man hours, including any ON-SITE sub-subcontracted man /24 James Pauley & Estimating hours when submitting. Offsite fabrication, office, etc. hours should be excluded.' on Application For 23: Services, Payment #5 for JP Construction & Estimating Services, LLC 24: LLC JP /21 Construction /24 James Pauley & Estimating James Pauley created Application For Payment #5 for JP Construction & Estimating Services, LLC 23: Services, 14: LLC JP /21 Construction /24 James Pauley signed Lien Waiver 'Unconditional Progress Waiver Arizona.pdf' for Application For Payment James Pauley & Estimating 23: #4 for JP Construction & Estimating Services, LLC Services, 12: LLC /16 Engineered /24 Katie Gerasimas resent Lien Waiver 'Unconditional Progress Waiver Arizona.pdf' for Application For Katie Gerasimas Structures, 16: Payment #4 for JP Construction & Estimating Services, LLC Inc. 42: /16 Engineered /24 Katie Gerasimas resent Lien Waiver 'Unconditional Progress Waiver (Kroger).pdf' for Application For Katie Gerasimas Structures, 16: Payment #4 for JP Construction & Estimating Services, LLC Inc. 42: /14 Engineered /24 Katie Gerasimas approved Lien Waiver 'Subcontractor's Progress Affidavit (Kroger).pdf' for Application For Katie Gerasimas Structures, 15: Payment #4 for JP Construction & Estimating Services, LLC Inc. 45: /14 Engineered /24 Katie Gerasimas approved Lien Waiver 'Conditional Progress Waiver (Kroger).pdf' for Application For Katie Gerasimas Structures, 15: Payment #4 for JP Construction & Estimating Services, LLC Inc. 45:

Date User Company Event /05 Accounts (DO NOT Engineered Accounts (DO NOT TOUCH, THIS IS USED FOR SYNCS) Payable sent Lien Waiver 'Unconditional /24 TOUCH, THIS IS Structures, Progress Waiver (Kroger).pdf' for Application For Payment #4 for JP Construction & Estimating Services, 22: USED FOR SYNCS) Inc. LLC 25: Payable /05 Accounts (DO NOT Engineered Accounts (DO NOT TOUCH, THIS IS USED FOR SYNCS) Payable sent Lien Waiver 'Unconditional /24 TOUCH, THIS IS Structures, Progress Waiver Arizona.pdf' for Application For Payment #4 for JP Construction & Estimating Services, 22: USED FOR SYNCS) Inc. LLC 25: Payable /02 Engineered /24 Derrick Tovey Structures, Derrick Tovey approved Application For Payment #4 for JP Construction & Estimating Services, LLC 23: Inc. 35: JP /24 Construction /24 James Pauley & Estimating James Pauley submitted Application For Payment #4 for JP Construction & Estimating Services, LLC 17: Services, 52: LLC JP /24 Construction /24 James Pauley uploaded Lien Waiver 'Subcontractor's Progress Affidavit (Kroger).pdf' for Application For James Pauley & Estimating 17: Payment #4 for JP Construction & Estimating Services, LLC Services, 51: LLC JP /24 Construction /24 James Pauley uploaded Lien Waiver 'Conditional Progress Waiver (Kroger).pdf' for Application For James Pauley & Estimating 17: Payment #4 for JP Construction & Estimating Services, LLC Services, 48: LLC JP /24 Construction /24 James Pauley signed Lien Waiver 'Conditional Progress Waiver Arizona.pdf' for Application For Payment James Pauley & Estimating 16: #4 for JP Construction & Estimating Services, LLC Services, 04: LLC JP /23 Construction /24 James Pauley signed Lien Waiver 'Conditional Progress Waiver Arizona.pdf' for Application For Payment James Pauley & Estimating 22: #4 for JP Construction & Estimating Services, LLC Services, 32: LLC /23 Engineered /24 Katie Gerasimas approved Lien Waiver 'Unconditional Progress Waiver (Kroger).pdf' for Application For Katie Gerasimas Structures, 19: Payment #3 for JP Construction & Estimating Services, LLC Inc. 21: JP /23 Construction /24 James Pauley uploaded Lien Waiver 'Unconditional Progress Waiver (Kroger).pdf' for Application For James Pauley & Estimating 19: Payment #3 for JP Construction & Estimating Services, LLC Services, 15: LLC /22 Engineered /24 Katie Gerasimas Structures, Katie Gerasimas auto-approved CO #6 for JP Construction & Estimating Services, LLC 23: Inc. 15: JP /22 Construction Marked off checklist item 'Any request for off-site stored materials must have the following items attached: /24 James Pauley & Estimating 1. An invoice for materials indicating the type and quantity of materials stored and must reference the 19: Services, Project. ' on Application For Payment #4 for JP Construction & Estimating Services, LLC 47: LLC JP /22 Marked off checklist item 'Any request for off-site stored materials must have the following items attached: Construction /24 2. Proof of insurance listing Owner and Engineered Structures, Inc as "Additional Insured" address of the James Pauley & Estimating 19: facility where the material is stored.' on Application For Payment #4 for JP Construction & Estimating Services, 47: Services, LLC LLC

Date User Company Event JP /22 Construction Marked off checklist item 'Any request for off-site stored materials must have the following items attached: /24 James Pauley & Estimating 3. Pictures of stored materials' on Application For Payment #4 for JP Construction & Estimating Services, 19: Services, LLC 47: LLC JP /22 Construction Marked off checklist item 'Report total ON-SITE man hours, including any ON-SITE sub-subcontracted man /24 James Pauley & Estimating hours when submitting. Offsite fabrication, office, etc. hours should be excluded.' on Application For 19: Services, Payment #4 for JP Construction & Estimating Services, LLC 47: LLC JP /22 Construction /24 James Pauley & Estimating James Pauley created Application For Payment #4 for JP Construction & Estimating Services, LLC 19: Services, 29: LLC JP /12 Construction /24 James Pauley signed Lien Waiver 'Unconditional Progress Waiver Arizona.pdf' for Application For Payment James Pauley & Estimating 19: #3 for JP Construction & Estimating Services, LLC Services, 48: LLC /08 Engineered /24 Katie Gerasimas approved Lien Waiver 'Unconditional Progress Waiver (Kroger).pdf' for Application For Katie Gerasimas Structures, 22: Payment #2 for JP Construction & Estimating Services, LLC Inc. 54: /03 Accounts (DO NOT Engineered Accounts (DO NOT TOUCH, THIS IS USED FOR SYNCS) Payable sent Lien Waiver 'Unconditional /24 TOUCH, THIS IS Structures, Progress Waiver (Kroger).pdf' for Application For Payment #3 for JP Construction & Estimating Services, 21: USED FOR SYNCS) Inc. LLC 55: Payable /03 Accounts (DO NOT Engineered Accounts (DO NOT TOUCH, THIS IS USED FOR SYNCS) Payable sent Lien Waiver 'Unconditional /24 TOUCH, THIS IS Structures, Progress Waiver Arizona.pdf' for Application For Payment #3 for JP Construction & Estimating Services, 21: USED FOR SYNCS) Inc. LLC 55: Payable /03 Engineered /24 Matt Kirtley Structures, Matt Kirtley approved Application For Payment #3 for JP Construction & Estimating Services, LLC 19: Inc. 47: /28 Engineered /23 Katie Gerasimas approved Lien Waiver 'Subcontractor's Progress Affidavit (Kroger).pdf' for Application For Katie Gerasimas Structures, 22: Payment #3 for JP Construction & Estimating Services, LLC Inc. 02: /28 Engineered /23 Katie Gerasimas approved Lien Waiver 'Conditional Progress Waiver (Kroger).pdf' for Application For Katie Gerasimas Structures, 22: Payment #3 for JP Construction & Estimating Services, LLC Inc. 02: /21 Engineered /23 Katie Gerasimas Structures, Katie Gerasimas auto-approved CO #5 for JP Construction & Estimating Services, LLC 00: Inc. 29: JP /20 Construction /23 James Pauley & Estimating James Pauley submitted Application For Payment #3 for JP Construction & Estimating Services, LLC 23: Services, 11: LLC /20 /23 JP Construction James Pauley uploaded Lien Waiver 'Unconditional Progress Waiver (Kroger).pdf' for Application For

Date User Company Event 23: James Pauley & Estimating Payment #2 for JP Construction & Estimating Services, LLC 11: Services, LLC JP /20 Construction /23 James Pauley uploaded Lien Waiver 'Subcontractor's Progress Affidavit (Kroger).pdf' for Application For James Pauley & Estimating 23: Payment #3 for JP Construction & Estimating Services, LLC Services, 06: LLC JP /20 Construction /23 James Pauley uploaded Lien Waiver 'Conditional Progress Waiver (Kroger).pdf' for Application For James Pauley & Estimating 23: Payment #3 for JP Construction & Estimating Services, LLC Services, 05: LLC JP /20 Construction /23 James Pauley signed Lien Waiver 'Conditional Progress Waiver Arizona.pdf' for Application For Payment James Pauley & Estimating 23: #3 for JP Construction & Estimating Services, LLC Services, 05: LLC JP /20 Construction /23 James Pauley uploaded Lien Waiver 'Conditional Progress Waiver (Kroger).pdf' for Application For James Pauley & Estimating 22: Payment #3 for JP Construction & Estimating Services, LLC Services, 53: LLC JP /20 Construction /23 James Pauley signed Lien Waiver 'Conditional Progress Waiver Arizona.pdf' for Application For Payment James Pauley & Estimating 22: #3 for JP Construction & Estimating Services, LLC Services, 52: LLC JP /20 Construction /23 James Pauley uploaded Lien Waiver 'Subcontractor's Progress Affidavit (Kroger).pdf' for Application For James Pauley & Estimating 22: Payment #3 for JP Construction & Estimating Services, LLC Services, 51: LLC /20 Engineered /23 Katie Gerasimas approved Lien Waiver 'Subcontractor's Progress Affidavit (Kroger).pdf' for Application For Katie Gerasimas Structures, 21: Payment #2 for JP Construction & Estimating Services, LLC Inc. 26: /20 Engineered /23 Katie Gerasimas approved Lien Waiver 'Conditional Progress Waiver (Kroger).pdf' for Application For Katie Gerasimas Structures, 21: Payment #2 for JP Construction & Estimating Services, LLC Inc. 26: /20 Engineered /23 Katie Gerasimas uploaded Lien Waiver 'Conditional Progress Waiver (Kroger).pdf' for Application For Katie Gerasimas Structures, 21: Payment #2 for JP Construction & Estimating Services, LLC Inc. 26: /20 Engineered /23 Katie Gerasimas uploaded Lien Waiver 'Subcontractor's Progress Affidavit (Kroger).pdf' for Application For Katie Gerasimas Structures, 21: Payment #2 for JP Construction & Estimating Services, LLC Inc. 26: JP /20 Construction /23 James Pauley signed Lien Waiver 'Conditional Progress Waiver Arizona.pdf' for Application For Payment James Pauley & Estimating 19: #3 for JP Construction & Estimating Services, LLC Services, 55: LLC JP /20 Construction Marked off checklist item 'Any request for off-site stored materials must have the following items attached: /23 James Pauley & Estimating 1. An invoice for materials indicating the type and quantity of materials stored and must reference the 19: Services, Project. ' on Application For Payment #3 for JP Construction & Estimating Services, LLC 54: LLC JP /20 Marked off checklist item 'Any request for off-site stored materials must have the following items attached:

Date User Company Event /23 James Pauley Construction 2. Proof of insurance listing Owner and Engineered Structures, Inc as "Additional Insured" address of the 19: & Estimating facility where the material is stored.' on Application For Payment #3 for JP Construction & Estimating 54: Services, Services, LLC LLC JP /20 Construction Marked off checklist item 'Any request for off-site stored materials must have the following items attached: /23 James Pauley & Estimating 3. Pictures of stored materials' on Application For Payment #3 for JP Construction & Estimating Services, 19: Services, LLC 54: LLC JP /20 Construction Marked off checklist item 'Report total ON-SITE man hours, including any ON-SITE sub-subcontracted man /23 James Pauley & Estimating hours when submitting. Offsite fabrication, office, etc. hours should be excluded.' on Application For 19: Services, Payment #3 for JP Construction & Estimating Services, LLC 54: LLC /20 Engineered /23 Katie Gerasimas Structures, Katie Gerasimas auto-approved CO #4 for JP Construction & Estimating Services, LLC 18: Inc. 49: JP /17 Construction /23 James Pauley & Estimating James Pauley created Application For Payment #3 for JP Construction & Estimating Services, LLC 19: Services, 46: LLC JP /17 Construction /23 James Pauley signed Lien Waiver 'Unconditional Progress Waiver Arizona.pdf' for Application For Payment James Pauley & Estimating 19: #2 for JP Construction & Estimating Services, LLC Services, 25: LLC JP /17 Construction /23 James Pauley signed Lien Waiver 'Conditional Progress Waiver Arizona.pdf' for Application For Payment James Pauley & Estimating 19: #2 for JP Construction & Estimating Services, LLC Services, 25: LLC /06 Accounts (DO NOT Engineered Accounts (DO NOT TOUCH, THIS IS USED FOR SYNCS) Payable sent Lien Waiver 'Unconditional /23 TOUCH, THIS IS Structures, Progress Waiver (Kroger).pdf' for Application For Payment #2 for JP Construction & Estimating Services, 16: USED FOR SYNCS) Inc. LLC 26: Payable /06 Accounts (DO NOT Engineered Accounts (DO NOT TOUCH, THIS IS USED FOR SYNCS) Payable sent Lien Waiver 'Unconditional /23 TOUCH, THIS IS Structures, Progress Waiver Arizona.pdf' for Application For Payment #2 for JP Construction & Estimating Services, 16: USED FOR SYNCS) Inc. LLC 26: Payable /30 Engineered /23 Katie Gerasimas resent Lien Waiver 'Subcontractor's Progress Affidavit (Kroger).pdf' for Application For Katie Gerasimas Structures, 18: Payment #2 for JP Construction & Estimating Services, LLC Inc. 11: /30 Engineered /23 Katie Gerasimas resent Lien Waiver 'Conditional Progress Waiver (Kroger).pdf' for Application For Payment Katie Gerasimas Structures, 18: #2 for JP Construction & Estimating Services, LLC Inc. 11: /30 Engineered Katie Gerasimas rejected Lien Waiver 'Conditional Progress Waiver Arizona.pdf' for Application For /23 Katie Gerasimas Structures, Payment #2 for JP Construction & Estimating Services, LLC 18: Inc. Comment:Doesn't match original waiver dollar amount. 11: /30 Engineered Katie Gerasimas rejected Lien Waiver 'Subcontractor's Progress Affidavit (Kroger).pdf' for Application For /23 Katie Gerasimas Structures, Payment #2 for JP Construction & Estimating Services, LLC 18: Inc. Comment:Please upload correct waiver to match invoiced amount. 10:

Date User Company Event /30 Katie Gerasimas Engineered Katie Gerasimas rejected Lien Waiver 'Conditional Progress Waiver (Kroger).pdf' for Application For /23 Structures, Payment #2 for JP Construction & Estimating Services, LLC 18: Inc. Comment:Tara, I'm not sure where the $138k dollar amount is coming from. These are pre-generated to fill 10: in the correct invoiced amount. Can you please upload the correct waiver with the corrected dollar amount invoiced? I will need this back TODAY if at all possible. /29 Engineered /23 Matt Kirtley Structures, Matt Kirtley approved Application For Payment #2 for JP Construction & Estimating Services, LLC 20: Inc. 57: JP /29 Construction /23 James Pauley & Estimating James Pauley submitted Application For Payment #2 for JP Construction & Estimating Services, LLC 18: Services, 36: LLC JP /29 Construction /23 Tara Pauley uploaded Lien Waiver 'Subcontractor's Progress Affidavit (Kroger).pdf' for Application For Tara Pauley & Estimating 01: Payment #2 for JP Construction & Estimating Services, LLC Services, 18: LLC JP /29 Construction /23 Tara Pauley uploaded Lien Waiver 'Conditional Progress Waiver (Kroger).pdf' for Application For Payment Tara Pauley & Estimating 01: #2 for JP Construction & Estimating Services, LLC Services, 17: LLC JP /29 Construction /23 Tara Pauley uploaded Lien Waiver 'Conditional Progress Waiver Arizona.pdf' for Application For Payment Tara Pauley & Estimating 01: #2 for JP Construction & Estimating Services, LLC Services, 16: LLC JP /28 Construction /23 Tara Pauley uploaded Lien Waiver 'Conditional Progress Waiver Arizona.pdf' for Application For Payment Tara Pauley & Estimating 19: #2 for JP Construction & Estimating Services, LLC Services, 13: LLC /17 Accounts (DO NOT Engineered /23 TOUCH, THIS IS Accounts (DO NOT TOUCH, THIS IS USED FOR SYNCS) Payable auto-approved CO #3 for JP Structures, 20: USED FOR SYNCS) Construction & Estimating Services, LLC Inc. 56: Payable /17 Engineered /23 Matt Kirtley rejected Application For Payment #2 for JP Construction & Estimating Services, LLC Matt Kirtley Structures, 15: Comment:Kicking this back per 11/16/23 email, please submit a full billing at the end of the month Inc. 27: /16 Engineered /23 Katie Gerasimas approved Lien Waiver 'Subcontractor's Progress Affidavit (Kroger).pdf' for Application For Katie Gerasimas Structures, 21: Payment #2 for JP Construction & Estimating Services, LLC Inc. 16: /16 Engineered /23 Katie Gerasimas approved Lien Waiver 'Conditional Progress Waiver (Kroger).pdf' for Application For Katie Gerasimas Structures, 21: Payment #2 for JP Construction & Estimating Services, LLC Inc. 11: JP /13 Construction /23 James Pauley & Estimating James Pauley submitted Application For Payment #2 for JP Construction & Estimating Services, LLC 20: Services, 02: LLC JP /13 Construction /23 James Pauley signed Lien Waiver 'Conditional Progress Waiver Arizona.pdf' for Application For Payment James Pauley & Estimating 19: #2 for JP Construction & Estimating Services, LLC Services, 59: LLC

Date User Company Event JP /13 Construction /23 James Pauley uploaded Lien Waiver 'Conditional Progress Waiver (Kroger).pdf' for Application For James Pauley & Estimating 19: Payment #2 for JP Construction & Estimating Services, LLC Services, 58: LLC JP /13 Construction /23 James Pauley uploaded Lien Waiver 'Subcontractor's Progress Affidavit (Kroger).pdf' for Application For James Pauley & Estimating 19: Payment #2 for JP Construction & Estimating Services, LLC Services, 57: LLC /02 Engineered /23 Matt Kirtley rejected Application For Payment #2 for JP Construction & Estimating Services, LLC Matt Kirtley Structures, 23: Comment:Per phone conversation on 11/2/23 Inc. 03: JP /02 Construction /23 James Pauley & Estimating James Pauley submitted Application For Payment #2 for JP Construction & Estimating Services, LLC 18: Services, 12: LLC JP /02 Construction /23 James Pauley uploaded Lien Waiver 'Subcontractor's Progress Affidavit (Kroger).pdf' for Application For James Pauley & Estimating 18: Payment #2 for JP Construction & Estimating Services, LLC Services, 12: LLC JP /02 Construction /23 James Pauley uploaded Lien Waiver 'Conditional Progress Waiver (Kroger).pdf' for Application For James Pauley & Estimating 18: Payment #2 for JP Construction & Estimating Services, LLC Services, 11: LLC JP /02 Construction /23 James Pauley signed Lien Waiver 'Conditional Progress Waiver Arizona.pdf' for Application For Payment James Pauley & Estimating 17: #2 for JP Construction & Estimating Services, LLC Services, 21: LLC JP /02 Construction Marked off checklist item 'Any request for off-site stored materials must have the following items attached: /23 James Pauley & Estimating 1. An invoice for materials indicating the type and quantity of materials stored and must reference the 17: Services, Project. ' on Application For Payment #2 for JP Construction & Estimating Services, LLC 19: LLC JP /02 Marked off checklist item 'Any request for off-site stored materials must have the following items attached: Construction /23 2. Proof of insurance listing Owner and Engineered Structures, Inc as "Additional Insured" address of the James Pauley & Estimating 17: facility where the material is stored.' on Application For Payment #2 for JP Construction & Estimating Services, 19: Services, LLC LLC JP /02 Construction Marked off checklist item 'Any request for off-site stored materials must have the following items attached: /23 James Pauley & Estimating 3. Pictures of stored materials' on Application For Payment #2 for JP Construction & Estimating Services, 17: Services, LLC 19: LLC JP /02 Construction Marked off checklist item 'Report total ON-SITE man hours, including any ON-SITE sub-subcontracted man /23 James Pauley & Estimating hours when submitting. Offsite fabrication, office, etc. hours should be excluded.' on Application For 17: Services, Payment #2 for JP Construction & Estimating Services, LLC 19: LLC /24 Accounts (DO NOT Engineered /23 TOUCH, THIS IS Accounts (DO NOT TOUCH, THIS IS USED FOR SYNCS) Payable auto-approved CO #2 for JP Structures, 15: USED FOR SYNCS) Construction & Estimating Services, LLC Inc. 56: Payable /24 /23 Accounts (DO NOT Engineered TOUCH, THIS IS Accounts (DO NOT TOUCH, THIS IS USED FOR SYNCS) Payable auto-approved CO #1 for JP

Date User Company Event 15: USED FOR SYNCS) Structures, Construction & Estimating Services, LLC 26: Payable Inc. JP /13 Construction /23 Tara Pauley & Estimating Tara Pauley created Application For Payment #2 for JP Construction & Estimating Services, LLC 18: Services, 42: LLC /30 Engineered /23 Katie Gerasimas approved Lien Waiver 'Unconditional Progress Waiver (Kroger).pdf' for Application For Katie Gerasimas Structures, 17: Payment #1 for JP Construction & Estimating Services, LLC Inc. 06: JP /25 Construction /23 Tara Pauley uploaded Lien Waiver 'Unconditional Progress Waiver (Kroger).pdf' for Application For Tara Pauley & Estimating 19: Payment #1 for JP Construction & Estimating Services, LLC Services, 26: LLC /14 Accounts (DO NOT Engineered Accounts (DO NOT TOUCH, THIS IS USED FOR SYNCS) Payable sent Lien Waiver 'Unconditional /23 TOUCH, THIS IS Structures, Progress Waiver (Kroger).pdf' for Application For Payment #1 for JP Construction & Estimating Services, 21: USED FOR SYNCS) Inc. LLC 21: Payable /29 Engineered /23 Matt Kirtley Structures, Matt Kirtley approved Application For Payment #1 for JP Construction & Estimating Services, LLC 14: Inc. 20: JP /29 Construction /23 James Pauley & Estimating James Pauley submitted Application For Payment #1 for JP Construction & Estimating Services, LLC 14: Services, 02: LLC /28 Engineered /23 Katie Gerasimas approved Lien Waiver 'Conditional Progress Waiver (Kroger).pdf' for Application For Katie Gerasimas Structures, 20: Payment #1 for JP Construction & Estimating Services, LLC Inc. 22: /28 Engineered /23 Katie Gerasimas approved Lien Waiver 'Subcontractor's Progress Affidavit (Kroger).pdf' for Application For Katie Gerasimas Structures, 20: Payment #1 for JP Construction & Estimating Services, LLC Inc. 22: JP /28 Construction /23 Tara Pauley uploaded Lien Waiver 'Conditional Progress Waiver (Kroger).pdf' for Application For Payment Tara Pauley & Estimating 20: #1 for JP Construction & Estimating Services, LLC Services, 00: LLC JP /28 Construction /23 Tara Pauley uploaded Lien Waiver 'Subcontractor's Progress Affidavit (Kroger).pdf' for Application For Tara Pauley & Estimating 20: Payment #1 for JP Construction & Estimating Services, LLC Services, 00: LLC JP /28 Construction Marked off checklist item 'Any request for off-site stored materials must have the following items attached: /23 James Pauley & Estimating 1. An invoice for materials indicating the type and quantity of materials stored and must reference the 15: Services, Project. ' on Application For Payment #1 for JP Construction & Estimating Services, LLC 10: LLC JP /28 Marked off checklist item 'Any request for off-site stored materials must have the following items attached: Construction /23 2. Proof of insurance listing Owner and Engineered Structures, Inc as "Additional Insured" address of the James Pauley & Estimating 15: facility where the material is stored.' on Application For Payment #1 for JP Construction & Estimating Services, 10: Services, LLC LLC JP /28

Date User Company Event /23 James Pauley Construction Marked off checklist item 'Any request for off-site stored materials must have the following items attached: 15: & Estimating 3. Pictures of stored materials' on Application For Payment #1 for JP Construction & Estimating Services, 10: Services, LLC LLC JP /28 Construction Marked off checklist item 'Report total ON-SITE man hours, including any ON-SITE sub-subcontracted man /23 James Pauley & Estimating hours when submitting. Offsite fabrication, office, etc. hours should be excluded.' on Application For 15: Services, Payment #1 for JP Construction & Estimating Services, LLC 10: LLC JP /28 Construction /23 James Pauley & Estimating James Pauley created Application For Payment #1 for JP Construction & Estimating Services, LLC 15: Services, 02: LLC /28 Engineered /23 Matt Kirtley Structures, Matt Kirtley approved N088-15400 - Plumbing for JP Construction & Estimating Services, LLC 13: Inc. 45: JP /27 Construction /23 James Pauley & Estimating James Pauley submitted N088-15400 - Plumbing for JP Construction & Estimating Services, LLC 22: Services, 39: LLC /27 Engineered /23 Katie Gerasimas Structures, Katie Gerasimas created Schedule 1 for JP Construction & Estimating Services, LLC 22: Inc. 28:

APPLICATION FOR PAYMENT To: Engineered Structures, Inc. Project: Fry's #655 - Gilbert, AZ Application No.: 6 3330 E Louise Drive Ste 300 Period To: 03/21/24 Meridian, ID 83642 Application Date: 03/21/24 From: JP Construction & Estimating Services, LLC Project No.: N088- P.O. Box 1935 Contract Date: 06/08/23 Queen Creek , AZ 85142 Commitment: N088-15400 Contract For: N088-15400 - Plumbing

The undersigned Contractor certifies that to the best of the Contractor's knowledge, information and 1. ORIGINAL CONTRACT AMOUNT $468,300.00 belief the Work covered by ths Application for Payment has been completed in accordance with the 2. NET CHANGE BY CHANGE ORDERS $258,414.30 Contract Documents, that all amounts have been paid by the Contractor for Work for which previous Certificates for Payment were issued and payments received from the Owner, and that current 3. CONTRACT SUM TO DATE $726,714.30 payment shown herein is now due.

4. TOTAL COMPLETED AND STORED TO DATE $598,784.99 CONTRACTOR: (Column G) By: James Pauley Date: 03/22/24

5. RETAINAGE State Of:

10.00% of Completed Work $59,878.50 County Of:

(Columns D + E) Subscribed and sworn to before me this day of 10.00% of Stored Materials - Notary Public: (Columns F) My commission expires: Total Retainage $59,878.50 ARCHITECTS CERTIFICATE FOR PAYMENT (Line 5a + Line 5b OR Sum of Column I) In accordance with the Contract Documents, based on the on-site observations and the data 6. TOTAL EARNED LESS RETAINAGE $538,906.49 compromising this application, the Architect certifies to the owner that to the best of the Architects knowledge, information and belief the Work under the Architect's Contract has progressed as (Line 4 less Line 5 Total) indicated, the quality of Work is in accordance with the Contract Documents, and the Contractor is 7. LESS PRIOR CERTIFICATES FOR PAYMENT $441,433.79 entitled to payment of the AMOUNT CERTIFIED.

(Line 6 from prior Certificate) AMOUNT CERTIFIED $97,472.70 8. CURRENT PAYMENT DUE $97,472.70 (Attach explanation if amount certified differs from the amount applied for. Initial all figures on the Application for Payment and on the Continuation sheet that are changes to conform to the amount 9. BALANCE TO FINISH, INCLUDING RETAINAGE $187,807.81 certified.)

(Line 3 less Line 6) ARCHITECT: CHANGE ORDER SUMMARY ADDITIONS DEDUCTIONS By: Date:

Total changes approved in previous months $196,307.71 $0.00 The Certificate is not negotiable. The AMOUNT CERTIFIED is payable only to the Contractor named herein. Issuance, payment and acceptance of payment are without prejudice to any rights of the Owner or Contractor under this Contract. Total approved this month $62,106.59 $0.00 TOTALS $258,414.30 $0.00 NET CHANGES by Change Orders $258,414.30

4. TOTAL COMPLETED AND STORED TO DATE $572,011.24 CONTRACTOR: (Column G) By: James Pauley Date: 04/04/24

5. RETAINAGE State Of:

10.00% of Completed Work $57,201.13 County Of:

(Columns D + E) Subscribed and sworn to before me this day of 10.00% of Stored Materials - Notary Public: (Columns F) My commission expires: Total Retainage $57,201.13 ARCHITECTS CERTIFICATE FOR PAYMENT (Line 5a + Line 5b OR Sum of Column I) In accordance with the Contract Documents, based on the on-site observations and the data 6. TOTAL EARNED LESS RETAINAGE $514,810.11 compromising this application, the Architect certifies to the owner that to the best of the Architects knowledge, information and belief the Work under the Architect's Contract has progressed as (Line 4 less Line 5 Total) indicated, the quality of Work is in accordance with the Contract Documents, and the Contractor is 7. LESS PRIOR CERTIFICATES FOR PAYMENT $441,433.79 entitled to payment of the AMOUNT CERTIFIED.

(Line 6 from prior Certificate) AMOUNT CERTIFIED $73,376.32 8. CURRENT PAYMENT DUE $73,376.32 (Attach explanation if amount certified differs from the amount applied for. Initial all figures on the Application for Payment and on the Continuation sheet that are changes to conform to the amount 9. BALANCE TO FINISH, INCLUDING RETAINAGE $211,904.19 certified.)

(Line 3 less Line 6) ARCHITECT: CHANGE ORDER SUMMARY ADDITIONS DEDUCTIONS By: Date:

01231405ÿ0728ÿ9 ÿÿ ÿ ÿÿÿÿ44008ÿÿ ÿÿÿ! Received 4/17/2024 Legal Department

12345673ÿ9:;<5=;ÿ>?2345673@3:;<5=;A7BC@3D@EBFG

HBIJ= 3 4ÿ # 6KL ÿMB@ ÿNONPQ OPOORÿ Qÿ S1T ÿ7 ;?JBK?;ÿ LBÿ CBIJ= 36KL U6C23;=ÿV6II;=ÿW !" XY! $!!Z [(5ÿÿ2.5ÿ440ÿ ÿ378ÿ \7ÿ]# - Y!#,]ÿW# - Y!#,Z5ÿ]" ^$(*$Y!#,] W " ^$(*$Y!#,Z !7ÿ_# ÿ̀ÿW_# `Y! $!!Z ÿ(*$5 ÿ a(ÿ#ÿÿ !"(ÿ ÿ(ÿ#(ÿ $!$5ÿ!bÿÿc(ÿ$#ÿd"*eÿÿÿ 44008ÿ(#(ÿ*fÿg9ÿ $!ÿ+ÿ #ÿ,!ÿ__ÿÿ9 ÿ! !ÿÿ#"ÿ- fÿÿf$ÿ" ,ÿf ^$ ÿ(1ÿ(!$ÿ#ÿfÿÿ"ÿ !" ÿ \" &ÿf$ÿÿf$ÿ ÿ !f5 ÿ !" ÿ ÿÿÿÿÿÿÿÿÿÿÿÿ U6C23;=ÿ1@ÿV6II;=5ÿ"ÿ_# ÿh!ÿ( d!$,ÿi!ÿ9(ÿÿj&ÿ # 7ÿ4)k/4k0ÿ!7ÿ4)/))k8/ kkkÿ ÿ_$ÿ̀,5ÿlk (5ÿ( "ÿ)k/04 ---! $!! mSmTH9nSmÿQÿmSoSMm9pqSÿQÿmrM9UTH ÿ ÿ sÿ3LL3C2I;KL? NONPQOPQtuÿU1VÿLBÿ9<;:5=;ÿ7;ÿvoÿHBIJ=36KL@J:w 4k/X Sx26<6LÿtÿQÿNONPQOPQONÿo3yÿ9JJÿz;{;CL6BK@J:w 33kX Sx26<6LÿNÿQÿvoÿHBK?L75CL6BKÿMBL6C;ÿ|wÿm;w35=LÿP@R@NP@J:w 84X " 711 ##!1 1$11%&' 2((3)*0!+,-'+ !"' + "('" (72.3/83)833)4)///+ ' #72.3/83)833)4)//0 214 01231405ÿ0728ÿ9 ÿÿ ÿ ÿÿÿÿ44008ÿÿ ÿÿÿ! Received 4/17/2024 1234546ÿ8ÿ9ÿ:;:<9;<9;=ÿ>?64@Aÿ?BÿCABDEF6GHIB Legal Department

.J4K 1234546ÿ<ÿ9ÿ:;:<9;<9L;ÿMNOÿ1PD4FGHIB )0.K 1234546ÿ=ÿ9ÿQAID@6AIÿNDR@AFFAIÿN3A@STGHIB J.K 1234546ÿUÿ9ÿVWÿN?RT6XE@64?Rÿ>?64@Aÿ?BÿCABDEF6ÿDRIÿY463ÿZR6AR6ÿ6?ÿ[EHHFAPAR6ÿ<GL:G:<GHIB 8/K [3D\E4XDÿMIA5EFAÿ] " ^$(*$_!#,` a(5ÿÿ2.5ÿ440ÿ ÿ3742ÿ b7ÿ !" ÿKÿ] !" K_! $!!` !7ÿc# - _!#,cÿ]# - _!#,`5ÿd# ÿeÿ]d# e_! $!!` fghgijgklÿnopqrÿstuvÿ wxyz{|}yÿ{ gpÿinpqnÿ itqpÿfginpÿtÿtqnphnt ÿÿpoiq ntqÿnvlÿuingÿ otgqilÿÿ ihgÿ " ^$(*$_!#, b"ÿÿÿ-ÿÿ!ÿ( &ÿ$ÿÿ-ÿ$ÿ7 !*&ÿ b- ¡4FFÿ?E6ÿM¢ÿQ£N¤TÿTEX¥A¦ÿ6?ÿFA6ÿETÿSR?Yÿ3?YÿYA¤XAÿI?4R§ÿDRIÿ3?YÿYAÿ@DRÿ5A66AXÿTAX¥Aÿ¦?E¨ !*& ©ª$(ÿ«ÿ"((¬

" 711 ##!1 1$11%&' 2((3)*0!+,-'+ !"' + "('" (72.3/83)833)4)///+ ' #72.3/83)833)4)//0 414 Received 4/17/2024 Legal Department GENERAL CONTRACTORS/ CONSTRUCTION MANAGERS/ DESIGN BUILD 3330 E. Louise Drive, Suite 300, Meridian, ID 83642 Phone (208) 362-3040 FAX (208) 362-3113 www.esiconstruction.com

April 16, 2024

Via Electronic Mail Only Shaquira Adebule Arizona Registrar of Contractors 1700 W. Washington Street Suite 105 Phoenix, Arizona 85007 Email: [email redacted] [email redacted]

Re: Complaint No. 2024-04005 Complainant- JP Construction & Estimating Services LLC

Dear Ms. Adebule,

By way of introduction, I am the Chief Legal Officer and Executive Vice President of the Respondent, Engineered Structures, Inc. ("ESI"). This correspondence shall serve as ESl's written response to the unsupported, inaccurate, and incomplete Complaint filed by JP Construction & Estimating Services LLC ("JP"). For the reasons discussed herein, ESI disputes JP's allegations. Where ESI references specific documents and/or correspondence not previously provided by JP, true and correct copies of the same have been provided concurrently with this letter with file names marked in numerical order of reference.

Complaint Allegations

JP's Complaint sets forth the following alleged facts and no others:

Original Progress Payment Application #6 for current labor, materials and equipment. Rejected and requested revisions. Second Progress Payment Application #6 as requested. Change Order Work Completed and Installed. COR - Bulletin No. 2 (CO #4), Bulletin No. 3 (CO #7) Submitted and Rejected on the Payment Due Date.

JP has failed to provide any accompanying explanation, correspondence, or other details from which the Arizona Registrar of Contractors could fairly determine that a

"Experience . . . Service . . . Integrity" LICENSES: AK, AR, AZ, CA, CO, CT, HI, IA, ID, IL, IN, KS, KY, LA, MA, MD, ME, MN, MO, MT, ND, NE, NV, NM, OH, OK, OR, PA, SC, SD, TX, UT, VT, WA, WI, WY AK 27938 AZ ROC 132139 CA 696242 CT 902484 HI BC-29254 ID RCE-3108 NM 88125 NV 24265B OR CCB 77160 WA ENGINSl152K2 WV 47456 Received 4/17/2024 Legal Department

violation of law has occurred. In fact, it does not appear that a representative of JP even executed the required Complaint Certification and Declaration. As apparent support for its position, JP has simply attached the parties Subcontract Agreement, the Audit Trail from ESl's computerized compliance tracking software (GCPAY), and some payment applications. ESI does not dispute the validity of the documents. To the contrary, those documents illuminate JP's breach of contractual obligations and negate the very claims that JP now asserts.

Response to Allegations

JP first created its Application for Payment #6 ("APP 6") through the GCPAY system March 21, 2024 (Complaint; p. 42). APP 6 was formally submitted for review on March 22, 2024 (Complaint; p. 42). Within eight days thereafter, on April 2, 2024, ESI properly and formally rejected APP 6 because JP was attempting to bill for work that it had not yet performed, and percentages of completion that it had not yet met. (Complaint; p. 41; Exhibit 1 ). On April 3, 2024, JP resubmitted APP 6 but had not cured the issues with its percentages of completion. (Complaint; p. 41). Again, ESI promptly and properly rejected the application. (Id.) Additionally, JP had not provided the contractually required waivers and affidavits related to its payment application.

Billing for work not performed is both a breach of contract and a violation of law. Moreover, a contractually and legally insufficient application for payment cannot serve as the basis to "start the clock" on ESl's 15-day payment obligations as set forth in the parties' Subcontract (Complaint; p.7). To hold otherwise would be to conclude that a subcontractor could bill in violation of law and contract with impunity.

On April 5, 2024, ESI became aware that, in addition to billing for work not yet complete, some of the work JP had performed was deficient and failed to meet the requirements of the construction documents. By correspondence of the same date, ESI provided JP Notice of Default and further advised JP that its APP 6 would not be approved until the deficient work was remedied. (Exhibit 2, Exhibit 3). At that time, ESI was unaware of the full cost impact of the deficient construction and was reasonable in believing that the improperly installed drains might require significant removal and replacement of concrete slab.

While the parties were ultimately able to work through the deficient construction issues, and the improper billings, JP failed and refused to provide the contractually required waivers. Although APP 6 was approved in form on April 10, 2024, JP has still failed to provide the required waivers. It has also demanded payment through ACH rather than check. (Exhibit 4). Assuming for the sake of argument that JP had provided the required waivers, payment would not have been contractually required until April 25, 2024 (15 days after submission of a contractually and legally proper application for payment). In other words, JP filed its complaint before it was contractually entitled to receive payment.

Additionally, recent facts have illuminated the reason why JP has perhaps failed to provide the required waivers. JP has, repeatedly, unilaterally deposited joint checks (intended to ensure payment to its own material suppliers) into JP's bank account Received 4/17/2024 Legal Department

without first obtaining the signatures of its co-payees. (Exhibit 5). ESI has since received contact from JP's lower tiers indicating nonpayment by JP, which would not exist but for JP's failure to use the payments it receives to properly pay its own lower tiers.

JP has since abandoned the job based on its incorrect interpretation of the law. Accordingly, by letter dated April 12, 2024, ESI provided JP Notice of Default and Intent to Supplement. (Exhibit 6).

Conclusion

In sum, ESI disputes the allegations contained in the Complaint (no matter how sparce). JP's actions both violate the law and reflect multiple breaches of the parties' written agreement. ESI intends to defend against JP's allegations and respectfully requests that the Arizona Registrar of Contractors consider the substantial counter allegations contained herein as the basis for a complaint by ESI against JP Construction.

Please do not hesitate to contact me should you have follow-up questions or require any additional documentation.

Sincerely,

Michael S. Kimmel Chief Legal Officer and Executive Vice President of Risk Management Engineered Structures, Inc. Received 4/17/2024 Legal Department GENERAL CONTRACTORS/ CONSTRUCTION MANAGERS/ DESIGN BUILD 3330 E. Louise Drive, Suite 300, Meridian, ID 83642 Phone (208) 362-3040 FAX (208) 362-3113 www .esiconstruction.com

April 12, 2024

James Steve Pauley PO Box 1935 Queen Creek, AZ.

Delivered via email to [email redacted]

Re: Frys #655, N088-15400-SUB - Notice of Default and Intent to Supplement

Dear James,

The purpose of this letter is to notify you that due to your failure to carry out the work in accordance with the above referenced subcontract, you are in default per section 23.1 and the Project is or will be compromised.

On (4/12/24) you stated via a phone call with Derrick Tovey that JP Construction is abandoning the project removing tools today (4/12/24) and will be removing materials and equipment Monday (4/15/24). Due to JP Construction pulling off the project, ESI is now forced to immediately begin supplementing the plumbing scope of work and take over all materials delivered to the jobsite that ESI has previously paid for in accordance with section 23.3.1 of the subcontract at the cost and expense of JP Construction.

We will not hesitate to exercise all our legal and equitable rights to remedy this issue, including but not limited to withholding future payments until default is cured. We also reserve the right to any other remedies in the subcontract.

Please make this matter your highest priority and provide ESI with the plan to cure this default.

Sincerely,

Derrick Tovey Project Manager Engineered Structures, Inc

cc: Michael Papac, ESI EVP Justin Parrish, ESI Division Director, Grocery Matt Kirtley, Senior Project Manager ESI Legal Department ESI Accounting Department

"Experience . . . Service . . . Integrity" LICENSES: AK, AR, AZ., CA, CO, CT, HI, IA, ID, IL, IN, KS, KY, LA, MA, MD, ME, MN, MO, MT, ND, NE, NV, NM, OH, OK, OR, PA, SC, SD, TX, UT, VT, WA, WI, WY AK#27938 AZ. ROC132139 CA#696242 HIBC-29254 ID RCE-3108 NM#88125 NV#242658 OR CCB#77160 Received 4/17/2024 Legal Department

w...aHINOTOIII n=un 111,jU,!IC �111:",....1�� 440990

r.. U.rkll1n,.l□B3Ma OATi ilfii 011'0312• S1ri,430.21

Ill

I S/xteen thousand four hundred thlrly •nd 21 I 100 Dollars .. ,

I J JAMES STEVE PAULEY and HAJOCA CORPORATION

=� PAY dba s> CONSlRUCTIOM 9 ESTIIMTI� SlRVICES LLC TOTME ,oeoxn36 .... --.. OF QUEEN CREEK AZ 15142 .._ _ _,

01/05/2024 $16,430.21 440990 01/05/2024 $16,430.21 �TIIIIIITIU.lillit �6tE&lfnlldarrf,tlCter,,6 442950 "'"' -l0-

.U211� $28,137.71 f i

I rTwenty-9/glil th,ovaand elflht h1-1n!1l'NI thirty-seven ,.11CI 71 I 10!1 vo11ars-•

r J I JldlF� STEVE Pl.UL.EV and HJUOC,I, OORPORA;JOM PIAY .. JJ>COM8'1'R.UC·noN & llSUIATl!IQ SOMC&S, UC

J ro= POBO�lffl .,-...._ CNUlFR OF QUEEN CREEK A2�U2 i .;

442950 02/07/2024 $28,8.37.71 442950 02/07/2024 $28,83,7.71 waHNt.Tai. l11118T l!IMIIK 32i1 Eat �II Drw 442951 ...m-. IU � 0/,Tll

442951 )7,z19. .67

,ti

l i J

l_ 442951 02/07/2024 $7,279.67 442951 02/07/2024 $7,279.67 Received 4/17/2024 Legal Department

Paid Date Document Image Number Paid Date Document Image Number 03/20/2024 [number redacted] 03/20/2024 [number redacted]

1I�I1 445095 WUHIHCTO,-ITIIUSf..._.,I(

r--=.-:� ,ZSl[...il'mlitonUt� I �� ""'·'°""'"""'·"' MERICMAN, IDAHO llMi - ..... o�t 12(l1)362� I! For Deposit Only - JPMC 03118/Z◄ l �

l Image Number# 1 445095 Image Number # 1

r..Thfrty•one thousand fivo hundred and"" 1100 Dollars•0 @

Image Number# 2 ' JP CONSTRUCTION Ii ESTIMATING SERVICES LlCand HAJOCA CORPORATION POBOX1935 1Nu.:,iosTR�RESIHC. ', '' QUEENCREEKAZIS14' JI Image Number # 2 I • -� :' I,:: Received 4/17/2024 Legal Department

Michael Kimmel

From: Derrick Tovey <[email redacted]> Sent: Wednesday, April 10, 2024 2:50 PM To: James Pauley Cc: Matt Kirtley; Justin Shultz; Justin Parrish; Michael Papac; Kevin Estevez Estevez Subject: RE: Notice of Default - JP Construction 4.5.24

We do not send funds via ACH, our contract states check can be overnighted. We currently have conditional waivers from JP to approve the pay application #6, we are still needing the unconditional progress waivers for March Hajoca and Sunbelt and the check will be overnighted.

Thank you,

Derrick Tovey, Project Manager o: 208.362.3040 c: 986.207.8352 3330 East Louise Drive, #300 Meridian, Idaho 83642 www.esiconstruc on.com

DEDICATED - DEPENDABLE - DYNAMIC

From: James Pauley <[email redacted]> Sent: Wednesday, April 10, 2024 1:23 PM To: Derrick Tovey <[email redacted]> Cc: Matt Kirtley <[email redacted]>; Justin Shultz <[email redacted]>; Justin Parrish <[email redacted]>; Michael Papac <[email redacted]>; Kevin Estevez Estevez <[email redacted]> Subject: Re: Notice of Default - JP Construction 4.5.24

External Source. Please use caution.

Derrick, As stated in our letter from our atty, we will NOT ACCEPT a check for payment. Funds must be wired or sent via ACH only. If we do not receive funds as specified, we will NOT return to the project.

ESI is in default for non-payment as of Friday, April 5, 2024.

Thank you, James Pauley

Sent from my iPhone

On Apr 10, 2024, at 12:16 PM, Derrick Tovey <[email redacted]> wrote:

Received 4/17/2024 Legal Department

Good afternoon James,

Following up on the proposed fix for the drains incorrectly poured on this project. The owner has accepted the proposed solution for coring and installing he new drain. One note from the owner is to ensure no chipping of the concrete from removing the existing drain to keep the finish product as clean as possible. Once the fixes are all complete, we will issue a Notice of Cured Default to close this issue.

With this being approved, please move forward on the remaining fixes in this area. Your pay revised application #6 is approved and will update you with a tracking number once the check is mailed.

Derrick Tovey, Project Manager o: 208.362.3040 c: 986.207.8352 3330 East Louise Drive, #300 Meridian, Idaho 83642 www.esiconstruction.com

DEDICATED - DEPENDABLE - DYNAMIC

From: Derrick Tovey Sent: Friday, April 5, 2024 4:42 PM To: James Pauley <[email redacted]> Cc: Matt Kirtley <[email redacted]>; Justin Shultz <[email redacted]>; Justin Parrish <[email redacted]>; Michael Papac <[email redacted]> Subject: Notice of Default - JP Construction 4.5.24

James,

See attached notice of default regarding the floor drains on Fry’s 655. Due to this, we are rejecting your current pay application until this issue is resolved.

Thank you,

Derrick Tovey, Project Manager o: 208.362.3040 c: 986.207.8352 3330 East Louise Drive, #300 Meridian, Idaho 83642 www.esiconstruction.com

DEDICATED - DEPENDABLE - DYNAMIC

Received 4/17/2024 Legal Department

Michael Kimmel

From: Derrick Tovey <[email redacted]> Sent: Friday, April 5, 2024 4:42 PM To: James Pauley Cc: Matt Kirtley; Justin Shultz; Justin Parrish; Michael Papac Subject: Notice of Default - JP Construction 4.5.24 Attachments: JP Construction Notice Of Default 4.5.24.pdf

James,

See attached notice of default regarding the ﬂoor drains on Fry’s 655. Due to this, we are rejecting your current pay application until this issue is resolved.

Thank you,

Derrick Tovey, Project Manager o: 208.362.3040 c: 986.207.8352 3330 East Louise Drive, #300 Meridian, Idaho 83642 www.esiconstruc on.com

DEDICATED - DEPENDABLE - DYNAMIC

Received 4/17/2024 Legal Department GENERAL CONTRACTORS/ CONSTRUCTION MANAGERS/ DESIGN BUILD 3330 E. Louise Drive, Suite 300, Meridian, ID 83642 Phone (208) 362-3040 FAX (208) 362-3113 www.esiconstruction.com

4/5/2024 James Steve Pauley PO BOX 1935 Queen Creek, AZ 85142 Via Email: [email redacted]

Re: N0BB-15400-SUB - Notice of Default

Dear James:

The purpose of this letter is to notify you that due to your failure to carry out the work in accordance with the above referenced subcontract, you are in default per section 23.1, and the Project is or will be compromised.

On 4/2/24 ESI discovered that several FD1 floor drains had been installed where FD2 drains are required per the construction documents. ESI notified JPCES of these findings which resulted in many locations being corrected prior to the upcoming concrete pour. However, there have been incorrect drains installed in already poured areas that may require the concrete to be removed and replaced to install the correct drain.

We will not hesitate to exercise all of our legal and equitable rights to remedy this issue, including, but not limited to withholding further payments until the default is cured. We also reserve the right to any other remedies in the Subcontract.

Please make this matter your highest priority. If you have any questions about this notice, please call me at (208) 362-3040.

Sincerely,

Derrick Tovey Project Manager Engineered Structures, Inc.

cc: Division Director, Business Manager, Executive Management, Legal Department, Accounting, Project Manager, Superintendent

"Experience . . . Service . . . Integrity" LICENSES: AK, AR, AZ, CA, CO, CT, HI, IA, ID, IL, IN, KS, KY, I.A, MA, MD, ME, MN, MO, MT, ND, NE, NV, NM, OH, OK, OR, PA, SC, SD, TX, UT, VT, WA, WI, WY AK #27938 AZ ROG 132139 CA #696242 HI BC-29254 ID RCE-3108 NM #88125 NV #24265B OR CCB #77160 Received 4/17/2024 Legal Department

Michael Kimmel

From: Derrick Tovey <[email redacted]> Sent: Tuesday, April 2, 2024 12:57 PM To: James Pauley Cc: Justin Shultz; Matt Kirtley; Kevin Estevez Estevez Subject: RE: March Billing - N088 - JP Construction

James, I have rejected the billing to get GC Pay back in your court to revise and resubmit. Go thru your billing reflecting the comments below and give me a call to run thru it prior to resubmitting so we can speed up the process on our end.

Derrick Tovey, Project Manager o: 208.362.3040 c: 986.207.8352 3330 East Louise Drive, #300 Meridian, Idaho 83642 www.esiconstruc on.com

DEDICATED - DEPENDABLE - DYNAMIC

From: James Pauley <[email redacted]> Sent: Tuesday, April 2, 2024 11:50 AM To: Derrick Tovey <[email redacted]> Cc: Justin Shultz <[email redacted]>; Matt Kirtley <[email redacted]>; Kevin Estevez Estevez <[email redacted]> Subject: Re: March Billing - N088 - JP Construction

External Source. Please use caution.

Derrick, we need ESI to open the GCPAY APP #6 so we can make the changes. Sent from my iPad

On Apr 2, 2024, at 9:46 AM, Derrick Tovey <[email redacted]> wrote:

Good morning James,

Your comments below in red highlight the scope that is not yet complete. I understand that you can’t yet install much of this work as we are not framed out but you still can’t bill for it. From our conversation yesterday you said you have minor Pex to run in the walls and finish fixturing left. From what you can see below which is directly from your Exhibit B, you have much more then that and we can’t approve a billing at 82% of your contract with this much scope still outstanding. Article 2.3 of the subcontract states you are to bill for work actually performed and completed and we do not agree that you have completed 82%. Received 4/17/2024 Legal Department

Derrick Tovey, Project Manager o: 208.362.3040 c: 986.207.8352 3330 East Louise Drive, #300 Meridian, Idaho 83642 www.esiconstruc on.com

DEDICATED - DEPENDABLE - DYNAMIC

From: James Pauley <[email redacted]> Sent: Monday, April 1, 2024 6:00 PM To: Derrick Tovey <[email redacted]> Cc: Justin Shultz <[email redacted]>; Matt Kirtley <[email redacted]> Subject: Re: March Billing - N088 - JP Construction

External Source. Please use caution.

Derrick,

Roughly half the floor drains are yet to be installed. 75% of all drains , trench drains, floor cleanouts and floor drains are installed, ILO Freezer cooler area and beverage cooler area? We are 2-3 pours ahead per your pour schedule which makes up time lost to you and owner. This is how Tom is allowed to add more sections to his pours. Meters and gauges- These are trim out items supplied by owner and installed by JP Pumps- (1) CP-1 Installed at trim out when walls are up. Water heaters- Supplied by owner and installed by JP, when walls are up? Condensate piping- Not our contract? Plumbing insulation- Installed after pours are completed. Rough in of all pex piping- Waiting on ESI approval? Above ground in wall rough in.- Vent piping will be installed after walls are complete. In wall copper- Minimal copper at rated walls and water heater area. When walls are installed. Gas lines- Roof not completed. Fuel Gas- Not by JP Setting all owner provided equipment. Only water heaters, filters and gauges when walls are installed. CPVC over head water piping- 60% complete. Vent penetrations- 100% complete

To help protect y our priv acy , Microsoft O ffice prev ented automatic download of this picture from the Internet. Regards,

Received 4/17/2024 Legal Department James Pauley - Owner To help protect y ou r priv acy , Microsoft O ffice prev ented automatic download of this picture from the Internet. JP C onstructio n & E stimating Serv ices, LLC

JP Construction & Estimating Services, LLC mobile: (602) 552-9979 email: [email redacted] address: PO Box 1935 Queen Creek, AZ 85142 website: www.jpconstructionaz.com AZ ROC: 330141

From: Derrick Tovey <[email redacted]> Sent: Monday, April 1, 2024 3:15 PM To: James Pauley <[email redacted]> Cc: Justin Shultz <[email redacted]>; Matt Kirtley <[email redacted]> Subject: March Billing - N088 - JP Construction

JP,

I don’t see where you are billing out to 82% of your contract this month. Please see list of items noted as I am sure there are more missing that is scope still yet to be completed on site. Please justify your progress on site to account for this billing.

1. Roughly half the floor drains are yet to be installed. 2. Meters and gauges 3. Pumps 4. Water heaters 5. Condensate piping 6. Plumbing insulation 7. Rough in of all pex piping 8. Above ground in wall rough in. 9. In wall copper 10. Gas lines 11. Fuel Gas 12. Setting all owner provided equipment

Derrick Tovey, Project Manager o: 208.362.3040 c: 986.207.8352 3330 East Louise Drive, #300 Meridian, Idaho 83642 www.esiconstruction.com

DEDICATED - DEPENDABLE - DYNAMIC

989895ÿ<=8ÿ6> ;";ÿ/~ÿ6)(1/B"ÿ>"(-ÿÿC"!ÿ8:89:9::

01234562ÿ89 4 ÿ123456229 4 62

2 ÿ ÿ !!"# 01234562ÿ89 4 ÿ$!%"&'()"*"+ ,'-.)/0*"1*#/23 4 +5ÿ67)ÿ895ÿ8:89ÿ";ÿ<=8<ÿ6> ?/=ÿ@7"'-A.@70/B!;)'0;(/B"1*0/ C0=ÿD!;21.%/-+ BE(--(;!*0/ FGHHIJ KHGLMGÿMGGÿLOOLPQGRSÿ TUVWXYZVÿ\]^_X`^ aGbLHÿcMMdMOLeOÿff cgdhIeLÿiGbdMOgLgÿIjÿkIeOgLPOIgM lmnnÿoÿoLMQdebOIeÿpOSJÿpqdOGÿlnr KQIGedsJÿctÿurnnm vjjdPGwÿxnyzmmlzxulm !%"&'()"*"+ ,'-.)/0*"1*#/2 ?% ÿ{|Cÿ(!ÿB/Eÿ/Bÿ!/0("-ÿ +("} >"Dÿ!')ÿ;/ÿ~/--/Eÿ'!ÿ/B= "0,//Dÿ ?E(;;) 5ÿ4ÿ8ÿÿ46 ÿÿ ÿ4ÿÿ1ÿ 6ÿ95ÿ29ÿ1ÿ ÿ2ÿ 6ÿ 6 ÿ4 "0,//D

ÿ ÿ6ÿÿ 9299 9

%;;7!="(-*#//#-*0/"(-':(D":++<,902(E7;!")0%"--7 );%(+;%)"+"=)<98:89!(7-!#"=)< RECEIVED LEGAL 5/08/2024

Legal New Mail - AZROC <[email redacted]>

Complaint No. 2024-04005 message

Tara Pauley <[email redacted]> Wed, May 8, 2024 at 2:55 PM To: "[email redacted]" <[email redacted]> Cc: "[email redacted]" <[email redacted]>

Hello, Attached please find enclosed supporting documents with regard to Complaint No. 2024-04005 against Engineered Structures, Inc filed by JP Construction & Estimating Services, LLC. If you have any questions, please contact me.

Thank you, Tara Pauley

Tara Pauley - Controller JP Construction & Estimating Services, LLC mobile: (602) 552-9981 email: [email redacted] address: PO Box 1935 Queen Creek, AZ 85142 website: www.jpconstructionaz.com AZ ROC: 330141

attachments ROC - Submission.pdf 741K Exhibit 1.pdf 85K Exhibit 2.pdf 144K Exhibit 3.pdf 89K Email - Kevin to Justin 04-16-24.pdf 243K Email - Kevin to Derrick 04-17-24.pdf 257K Email - Kevin to ESI 05-07-24.pdf 296K Email - Justin Rejected Pay App - Drains.pdf 136K RECEIVED LEGAL 5/08/2024 Email - Derrick Approved Pay App #6.pdf 152K Email - Justin - Drain Cost.pdf 121K Audit Trail - Pay App 6 Approval.pdf 13K RECEIVED LEGAL 5/08/2024 RECEIVED LEGAL 5/08/2024 RECEIVED LEGAL 5/08/2024 RECEIVED LEGAL 5/08/2024

(“Exhibit 1”) RECEIVED LEGAL 5/08/2024

Kevin M. Estevez Direct: (602) 508-6225 [email redacted]

Two North Central Avenue, Suite 2000 | Phoenix, AZ 85004 Phone: (602) 508-6210 | Fax: (602) 508-6211 (“Exhibit 2") April 8, 2024

VIA EMAIL

Derrick Tovey Project Manager Engineered Structures, Inc. 3330 E. Louise Drive, Suite 300 Meridian, ID 83642 ([email redacted])

Re: JP Construction & Estimating Services, LLC v. Engineered Structures, Inc. Project – Fry’s #655 – Gilbert, AZ

Dear Mr. Tovey:

This firm represents JP Construction & Estimating Services, LLC (“JP Construction”) in connection with its subcontract on the Fry’s #655 Project (the “Project”) located at the northwest corner of Power and Elliot Roads in Gilbert, Arizona. I am in receipt of your letter of April 5, 2023 (the “Letter”) alleging that JP Construction is in default of the subject subcontract (the “Subcontract”) between JP Construction and Engineered Structures, Inc. (“ESI”) relating to the Project. Specifically, ESI alleges that JP Construction is “in default per section 23.1” because it allegedly installed improper floor drains in areas where concrete was “already poured.”

It is my understanding that, without admitting liability, JP Construction has today commenced repairs on one of the six affected drains. Once this repair is complete (either later today or tomorrow) and JP Construction receives ESI’s approval of the same, JP Construction will promptly replace the remaining five drains. In total, JP Construction estimates that its cost to replace all six drains will be approximately $1,600.00. Naturally, JP Construction will not bill ESI for the costs associated with replacing the drains.

Notwithstanding the minor nature of this issue, ESI is unfortunately using it as a pretext to withhold the full $73,376.32 amount of JP Construction’s Application for Payment No. (“Pay App 6”). JP Construction originally submitted Pay App 6 to ESI on March 21, 2024, such that ESI was obligated to pay JP Construction the amounts owed thereunder by April 5, 2024 pursuant to Section 2.5 of the Subcontract. And although ESI

G:\Docs\JP Construction\ESI Construction\Corr\2024.04.08 Letter Estevez to ESI.docx RECEIVED LEGAL 5/08/2024

April 8, 2024 Page 2

previously indicated that payment would be forthcoming, 1 it abruptly and improperly reversed course last Friday. In particular, Justin Parrish of ESI sent JP Construction an email arguing that “section[s] 2.12 and 2.13” of the Subcontract give “ESI the ability to withhold payment [of the entire amount of Pay App 6] if required based on our current circumstances.” Mr. Parrish also acknowledged in this email that, at most, the issues with the drains had “the potential to be a $30,000.00 issue if the owner requires JP to remove and replace that section of the concrete slab.” 2 Please be advised that Mr. Parrish’s argument is incorrect under the Subcontract and as a matter of Arizona law.

First, neither Sections 2.12 nor 2.13 of the Subcontract give ESI the right to withhold the entire amount of an otherwise undisputed Pay App for a minor repair. Section 2.12 allows ESI to withhold payment if such payment would render the balance in the Subcontract Sum less than retainage and “the amount determined by [ESI] in its reasonable discretion, for [JP Construction] to complete or correct all of its then remaining obligations for the Work.” (Emphasis added). Section 2.13, on the other hand, provides that the amounts owed by ESI to JP Construction “shall be subject to deduction or setoff…in the event of default or should [ESI] deem itself insecure with respect to [JP Construction’s] performance.”

While JP Construction strongly disagrees with Mr. Parrish’s inflated calculation of the cost to replace the subject drains, it cannot be argued that, as of JP Construction’s Pay App 5, ESI was holding significantly more in retainage ($49,048.21) than ESI’s alleged cost of repair ($30,000.00). Accordingly, Section 2.12 of the Subcontract is inapplicable here. Likewise, Section 2.13 does not justify ESI’s complete withholding because, even if ESI’s cost to replace the drains was accurate (which it is not), it would at most provide ESI with a $30,000 “deduction or setoff.” Given that the total amount of JP Construction’s Pay App 6 is $73,376.32, ESI was still obligated to pay JP Construction at least $43,376.32 by last Friday.

Second, Sections 2.12 and 2.13 of the Subcontract are consistent with the principles behind Arizona’s Prompt Pay Act in certain material respects. Pursuant to A.R.S. § 32-1183(E), ESI would have been obligated to timely notify JP Construction in writing if ESI was electing to withhold “all or a portion” of Pay App 6 from the owner. In addition, A.R.S. § 32-1183(D) would prohibit ESI from withholding more from JP Construction than the owner withheld from ESI. Here, JP Construction was never notified that all or a portion of Pay App 6 was being withheld from the owner or that owner had withheld any portion of ESI’s progress payment based on the alleged drain issues. Thus, separate from

Among other things, you informed James Pauley of JP Construction on April 4, 2024, that ESI would be sending payment on April 5, 2024 and providing a tracking number for JP Construction to monitor delivery of payment. As set forth above, JP Construction estimates that the cost to replace the six affected drains would be $1,600.00, such that JP Construction obviously disagrees with Mr. Parrish’s estimate. It is also my understanding that it is common knowledge that the subject slab was already damaged for reasons having nothing to do with the drains. Thus, it appears that Mr. Parrish’s inflated estimate may be an attempt by ESI to saddle JP Construction with the costs of the defective work of ESI or others, which would be improper on multiple grounds.

G:\Docs\JP Construction\ESI Construction\Corr\2024.04.08 Letter Estevez to ESI.docx RECEIVED LEGAL 5/08/2024

April 8, 2024 Page 3

the terms of the Subcontract, Arizona law would not allow ESI to withhold payment of an entire payment application from JP Construction when admittedly more than 50% of the amount sought is owed.

As you are aware, Section 2.6 of the Subcontract allows JP Construction to immediately stop work in the event it does not receive payment from ESI. With respect to Pay App 6, $43,376.32 was undisputedly owed to JP Construction by April 5, 2024, and ESI has failed to pay those amounts. Accordingly, unless JP Construction is paid at least $43,376.32 in payment towards Pay App 6 by April 12, 2024, JP Construction will suspend performance of all work on the Project.

In accordance with A.R.S. § 32-1185, a copy of this letter is being sent to the Project owner, Fred Meyer Stores, Inc.

Please feel free to contact me should you wish to discuss any of the foregoing. In the meantime, please arrange for payment of the $43,376.32 undisputedly owed to due to JP Construction in connection with Pay App 6.

Very truly yours,

Kevin M. Estevez

KME/vc cc: Michael Kimmel ([email redacted]) Justin Parrish ([email redacted])

Fred Meyer Stores, Inc. 1014 Vine Street, Cincinnati, OH 45202

G:\Docs\JP Construction\ESI Construction\Corr\2024.04.08 Letter Estevez to ESI.docx RECEIVED LEGAL (“Exhibit 3”) 5/08/2024

From: Kevin Estevez To: Matt Kirtley; [email redacted] Subject: JP Construction v. ESI Date: Friday, April 12, 2024 4:42:00 PM Attachments: Unconditional Febuary.pdf

Matt:

As I have expressed multiple times to you over the telephone Wednesday and today, it is disappointing that ESI is playing games with respect to paying my client. As reflected in my letter of April 8, 2024, JP Construction indicated that it would be suspending its work on the project if ESI did not pay at least the undisputed amounts of JP’s Pay App No. 6 by April 10, 2024. By ESI’s own admission the undisputed amount of Pay App. No. 6 was $43,376.32.

On April 10, 2024, ESI agreed to pay the full $73,376.32 owed to JP in connection with Pay App No. 6, only to reverse course shortly thereafter. As you indicated both Wednesday and today, ESI is now refusing to pay JP Construction because it is not providing unconditional progress waivers from Hajoca in connection with Pay App No. 6. ESI is taking this position, despite the fact that JP Construction did not bill for any materials from Hajoca in connection with Pay App Nos. 5 or 6. In fact, the last Pay App in which included billings for Hajoca was Pay App. No. 4, which is why JP Construction submitted an unconditional progress waiver from Hajoca with Pay App. No. 5. I have attached a copy of the unconditional waiver from Hajoca that JP construction submitted with Pay App. No. 5. This is the last unconditional waiver from Hajoca that would be due from JP, and it is nonsensical for ESI to be demanding additional waivers.

In short, ESI is now demanding that JP Construction provide unconditional progress waivers from suppliers for materials for which JP Construction has not billed and for which JP Construction has not been paid. This is both a violation of the parties’ subcontract and Arizona law. Indeed, your comment on the phone this afternoon that ESI demands an unconditional progress waiver from all suppliers with every payment application, regardless of whether there material was billed, makes no sense. ESI’s conduct is especially troubling, and clearly a breach of the covenant of good faith and fair dealing in the parties’ subcontract (among other things), because ESI rejected JP’s billing for Hajoca materials in connection with Pay App No. 5. In other words, ESI is refusing to pay JP on its uncontested Pay App. No. 6 on the grounds that JP will not provide an unconditional progress waiver from Hajoca for materials for which JP Construction has not billed, and was not permitted to bill, for. This is an impossible condition, that neither JP nor Hajoca can comply with.

We will provide a formal letter next week, but please be aware that my client has not abandoned the Project and disputes the balance of the allegations in Derrik Tovey’s letter of today’s date. In addition, you raised some alleged workmanship issues on the phone this afternoon. Please furnish a written explanation of these newly alleged workmanship issues immediately so that my client has an opportunity to inspect the same. Any changes to these RECEIVED LEGAL 5/08/2024

alleged conditions before my client is given an opportunity to inspect will amount to spoliation of evidence (among other things). Finally, please know that any attempt to supplement JP Construction’s work on the Project will be a further breach of the parties’ subcontract by ESI and void any warranty obligations with respect to work touched by the supplemental crews.

Best Regards, Kevin

Kevin M. Estevez HOLDEN WILLITS PLC Two North Central Avenue, Suite 2000 Phoenix, AZ 85004 602-508-6225 phone 602-508-6211 fax [email redacted] RECEIVED LEGAL 5/08/2024 RE: Fry's 655 Sewer Line Camera Inspection Kevin Estevez <[email redacted]> Wed 4/17/2024 2:02 PM To:Justin Parrish <[email redacted]>;James Pauley <[email redacted]> Cc:Matt Kirtley <[email redacted]>;Justin Shultz <[email redacted]>;Michael Papac <[email redacted]>;Michael Kimmel <[email redacted]>;Derrick Tovey <[email redacted]>;[email redacted] <[email redacted]> Justin:

As has been communicated to ESI on numerous occasions and as ESI has always known, JP Construction’s approved Pay App. No. 5 did not request payment for any materials from Hajoca. Indeed, all parties would be better served if ESI simply paid the full amounts billed in JP Construction’s Pay App. No. 6, rather than continue trying to manufacture plainly incorrect excuses for failing to pay.

As ESI is well aware, JP Construction submitted its initial version of Pay App No. 5 on February 21, 2024, seeking payment in the total amount of $99,099.12. This total amount was comprised of the following: (1) $21,460.02 in labor; (2) $56,639.10 for materials from Hajoca; (3) $7,000.00 in equipment; and (4) $14,000.00 for Bulletin #2. Because JP Construction was initially seeking payment for $56,639.10 from Hajoca, it submitted the conditional waiver from Hajoca that is attached to your email.

However, ESI subsequently rejected JP Construction’s initial version of Pay App No. 5 on March 5, 2024. Again, ESI is obviously aware of this and it is reflected in the GC Pay records relating to Pay App No. 5. Among other things, Mr. Tovey directed JP Construction to submit a revised version of Pay App No. 5 to remove the labor and the Hajoca materials. On March 7, 2024, JP Construction complied with Mr. Tovey’s directions and submitted a revised version of Pay App No. 5, seeking payment in the total amount of $31,500.00. This revised total amount was comprised of the following: (1) $7,000 in equipment; (2) $14,000.00 for Bulletin #2; and (3) $14,000.00 for PEX piping provided by JP Construction (not Hajoca). Because JP Construction was not allowed to bill for the materials furnished by Hajoca, the conditional Hajoca waiver originally provided naturally became inoperative.

Obviously, ESI is well aware of the foregoing and the fact that it did not pay JP Construction for $56,639.10 for materials from Hajoca in connection with Pay App No. 5. Accordingly, ESI is not operating in good faith by: (1) pretending it is unaware of the history of Pay App No. 5; and (2) continuing to demand that JP Construction furnish an unconditional lien waiver from Hajoca for materials that ESI plainly never paid for.

In addition, your claim that JP Construction “fraudulently deposited” ESI’s $31,500.00 payment for Pay App No. 5 is false, nonsensical, and defamatory. First, you are unaware of the communications between JP Construction and Hajoca. Second, JP Construction’s revised Pay App No. 5 did not bill for any materials furnished by Hajoca. Accordingly, why was ESI issuing payment in the form of a joint check to JP Construction and Hajoca? In fact, if ESI is taking the position that JP Construction was not authorized to negotiate the subject check, ESI must also be taking the position that it failed to pay JP Construction for Pay App. No. 5.

Finally, it is my understanding that ESI has locked up materials that JP Construction caused to be delivered to the jobsite for which ESI has not paid. The parties’ subcontract expressly prohibits this, such that this is yet another breach of the Subcontract by ESI.

Best Regards, Kevin

Kevin M. Estevez HOLDEN WILLITS PLC Two North Central Avenue, Suite 2000 Phoenix, AZ 85004 602-508-6225 phone 602-508-6211 fax [email redacted]

From: Justin Parrish <[email redacted]> Sent: Tuesday, April 16, 2024 3:57 PM To: Kevin Estevez <[email redacted]>; James Pauley <[email redacted]> Cc: Matt Kirtley <[email redacted]>; Justin Shultz <[email redacted]>; Michael Papac <[email redacted]>; Michael Kimmel <[email redacted]>; Derrick Tovey <[email redacted]>; [email redacted] Subject: RE: Fry's 655 Sewer Line Camera Inspection

The attached unconditional waiver from Hajoca is through 1-25-24. Pay App No. 05 included materials and the attached conditional waiver from Hajoca for an amount due of $70,037.29 through 2-21-24. ESI issued a joint check to Hajoca for Pay App No. 05, and this was fraudulently deposited by JP Construction instead of going to Hajoca. Please advise.

Pay App No. 06 included change order work, which included materials.

We need unconditional waivers for the funded Pay App No. 05 (February) and conditional waivers for Pay App No. 06 (March 2024). Please also confirm the only sub tier vendors for JP Construction on this project are Hajoca and Sunbelt Rentals.

From: Kevin Estevez <[email redacted]> Sent: Tuesday, April 16, 2024 10:43 AM To: Justin Parrish <[email redacted]>; James Pauley <[email redacted]> Cc: Matt Kirtley <[email redacted]>; Justin Shultz <[email redacted]>; Michael Papac <[email redacted]>; Michael Kimmel <[email redacted]>; Derrick Tovey <[email redacted]>; [email redacted] Subject: RE: Fry's 655 Sewer Line Camera Inspection

External Source. Please use caution.

Justin:

ESI’s payment on JP Construction’s Pay App. No. 6 is nearly two weeks late. As the record clearly indicates, ESI has withheld, and is continuing to withhold, this payment in violation of the parties’ subcontract and Arizona law. After agreeing multiple times to pay JP Construction in connection with Pay App. No. 6, ESI has subsequently attempted to manufacture new and differing reasons to withhold payment that are plainly deficient.

Your email from this morning fails to address my email to Matt Kirtley and Derrick Tovey from Friday afternoon. Indeed, it appears that you have not seen my email. Among other things, you state “we need unconditional waivers from your sub tier vendors for previous months payments.” I specifically addressed this RECEIVED LEGAL 5/08/2024 issue in detail in my email from Friday and provided yet another copy of the most recent Unconditional Progress Waiver from Hajoca that ESI could lawfully or reasonably expect. I have attached that lien waiver again to this email.

JP Construction’s Pay App. No. 4 was the most recent payment application in which JP Construction billed for materials furnished by Hajoca. Accordingly, JP Construction furnished the attached unconditional lien waiver from Hajoca in connection with JP Construction’s Pay App. No. 5. To use the words of your email, there are no additional unconditional waivers from Hajoca that correspond to “previous months payment.” There have been no additional payments by ESI for materials furnished by Hajoca. Obviously, ESI knows this. However, ESI’s position is even more troubling because ESI refused to pay JP Construction for materials furnished by Hajoca in connection with Pay App. No. 5 and forced JP Construction to revise Pay App. No. 5 to remove the billing for those materials. Accordingly, ESI is now demanding that JP Construction and Hajoca furnish unconditional lien waivers for materials which ESI has admittedly not paid for. There is no contractual, legal, or reasonable basis for ESI’s position.

Based on the foregoing and the attached, JP Construction has (for quite some time) fully complied with Item No. 4 in your email. Yet, ESI continues to withhold payment from JP Construction, which has caused JP Construction to lawfully suspend performance (in accordance with the parties’ contract). With respect to the Floor Sink Deviations, JP Construction performed a proposed fix on one drain last week, and that fix was subsequently approved. The remainder of the drains are not on the critical path. As to the alleged “Underground sewer line concerns,” JP Construction will be on site today at 11:30 a.m. to inspect the same. However, the information previously provided by Mr. Tovey suggests that there is construction debris in the pipes, and JP Construction believes this in in an area in which JP Construction previously submitted a change order to ESI to fix damage that ESI and/or its agents caused to pipe risers. Obviously, JP Construction will not be responsible for damage that ESI or others caused to these pipes absent an agreed upon change order that increases both the subcontract amount and time. Finally, JP Construction is not responsible for providing a recovery schedule for delays caused by ESI’s failure to pay amounts due under the parties’ subcontract. Rather, any delays that ESI’s failure to make payments cause are the responsibility of ESI. Additionally, as I informed Mr. Kirtley and Mr. Tovey on Friday, any supplementation of JP Construction’s work is a further breach of the parties’ subcontract and will void any warranties with respect to work touched by others.

As evidenced by its visit to the Project today and its work last week with respect to, among other things, the floor drain issue, JP Construction has been and remains committed to this Project. However, JP Construction cannot continue to perform work without payment. Thus, if ESI will simply pay JP Construction’s Pay App. No. 6, JP Construction can resume work subject to adjustments to the contract time and amount resulting from ESI’s failure to pay. If, on the other hand, ESI continues to refuse to pay Pay App. No. 6 without justification, JP Construction will have no choice but to, among other things, record a mechanic’s lien on the Project for the amounts owed.

I am available to discuss this matter anytime today. Thank you.

Best Regards, Kevin

Kevin M. Estevez HOLDEN WILLITS PLC Two North Central Avenue, Suite 2000 Phoenix, AZ 85004 602-508-6225 phone 602-508-6211 fax [email redacted]

From: Justin Parrish <[email redacted]> Sent: Tuesday, April 16, 2024 6:05 AM To: James Pauley <[email redacted]> Cc: Kevin Estevez <[email redacted]>; Matt Kirtley <[email redacted]>; Justin Shultz <[email redacted]>; Michael Papac <[email redacted]>; Michael Kimmel <[email redacted]>; Derrick Tovey <[email redacted]> Subject: Re: Fry's 655 Sewer Line Camera Inspection

James,

Please meet ESI onsite today at 11:30 with the appropriate equipment to investigate these concerns.

We also need to know whether you intend to continue to fulfill your contract obligations on this project. Each day lost right now is having a financial impact to the job, delaying our critical path schedule to get the slab on grade concrete placed.

Please provide an update on the following:

1) Floor Sink Deviations - the test fix was approved by the Owner last week. Does JP intend to fix the remaining floor sink deviations? If so, what is the schedule?

2) Underground sewer line concerns - confirmation you can camera the lines today to put together a plan and schedule to resolve those deviations to minimize schedule delays. Note, there were issues found below existing concrete and within future concrete placements.

4) Sub Tier Vendor Payments - we need unconditional waivers from your sub tier vendors for previous months payments. Our records indicate the joint checks were deposited directly by JP and those funds did not go to the appropriate vendors.

5) Remaining Schedule - provide a recovery schedule to continue with the remaining plumbing underground work to allow for concrete slab placements to resume.

We hope to work through these items with your team to mitigate the impacts as much as possible but the lack of your presence onsite is only further impacting the project. Until these items are addressed, we will need to continue with supplementation as required to maintain our contractual obligations to the Owner.

JUSTIN PARRISH, Vice President, Operations Engineered Structures, Inc. o: 208.362.3040 c: 208.401.8805 3330 East Louise Drive, #300 Meridian, Idaho 83642 www.esiconstruction.com

On Apr 15, 2024, at 8:25 PM, Derrick Tovey <[email redacted]> wrote:

James,

Do you have a camera to be able to scope the lines to verify our findings with your equipment? RECEIVED LEGAL 5/08/2024

RE: Evaluation of sanitary sewer line. Kevin Estevez <[email redacted]> Wed 4/17/2024 2:09 PM To:Derrick Tovey <[email redacted]>;James Pauley <[email redacted]>;Tom Thielman <[email redacted]>;Jordan Bureau <[email redacted]> Cc:Justin Shultz <[email redacted]>;Justin Parrish <[email redacted]>;Matt Kirtley <[email redacted]>;Lisa Perez <[email redacted]>;[email redacted] <[email redacted]> Derrick:

I responded to the items below in my email to Justin Parrish of yesterday. I also further addressed Item No. 2 a short time ago in yet another email to Mr. Parrish. It is unclear to me why ESI continues to send emails that ignore JP Construction’s communications. To the extent that ESI is doing this in hopes of creating the appearance of a favorable record, please know that ESI will be unsuccessful. Instead, the record will speak for itself.

Best Regards, Kevin

Kevin M. Estevez HOLDEN WILLITS PLC Two North Central Avenue, Suite 2000 Phoenix, AZ 85004 602-508-6225 phone 602-508-6211 fax [email redacted]

From: Derrick Tovey <[email redacted]> Sent: Wednesday, April 17, 2024 1:05 PM To: James Pauley <[email redacted]>; Tom Thielman <[email redacted]>; Jordan Bureau <[email redacted]>; Kevin Estevez <[email redacted]> Cc: Justin Shultz <[email redacted]>; Justin Parrish <[email redacted]>; Matt Kirtley <[email redacted]>; Lisa Perez <[email redacted]> Subject: RE: Evaluation of sanitary sewer line. Importance: High

James,

What is the status of the remaining issues noted in Justin Parrish’s email below. Floor Sink Deviations Sub Tier Vendor Payments Recovery Schedule to avoid further delay of concrete pour.

Derrick Tovey, Project Manager o: 208.362.3040 c: 986.207.8352 3330 East Louise Drive, #300 Meridian, Idaho 83642 www.esiconstruction.com

DEDICATED - DEPENDABLE - DYNAMIC RECEIVED LEGAL 5/08/2024 From: James Pauley <[email redacted]> Sent: Wednesday, April 17, 2024 1:22 PM To: Tom Thielman <[email redacted]>; Derrick Tovey <[email redacted]>; Jordan Bureau <[email redacted]>; Atty Kevin Estevez Estevez <[email redacted]> Subject: Evaluation of sanitary sewer line.

External Source. Please use caution.

Team, after meeting onsite 4/16/2024 at 11:30am we all agreed and have scheduled a Hydro jet of sanitary sewer line to rid the sewer line of construction debris and mud per ROTO ROOTERs video. JPCES will follow through with a camera to evaluate any possibilities of bellies in the line. The scheduled Hydro jet and camera is 4/19/2024 between the hours 12-3pm.

James Pauley - Owner JP Construction & Estimating Services, LLC

mobile: (602) 552-9979 email: [email redacted] address: PO Box 1935 Queen Creek, AZ 85142 website: www.jpconstructionaz.com AZ ROC: 330141 RECEIVED LEGAL 5/08/2024

FW: JP Construction Kevin Estevez <[email redacted]> Fri 5/3/2024 5:07 PM To:[email redacted] <[email redacted]>;Tara <[email redacted]> James and Tara:

Please see below. Thank you.

Kevin M. Estevez HOLDEN WILLITS PLC Two North Central Avenue, Suite 2000 Phoenix, AZ 85004 602-508-6225 phone 602-508-6211 fax [email redacted]

From: Kevin Estevez Sent: Friday, May 3, 2024 5:07 PM To: 'Michael Kimmel' <[email redacted]> Cc: Angela Hermosillo <[email redacted]> Subject: RE: JP Construction

Michael:

My client has informed me that when Pay App #5 was originally created on February 21, 2024 (which is reflected in the audit trial), it was for the amount of $99,099.12. As I understand it, JP Construction was then instructed by ESI to revise the amount downward to, among other things, remove the $56,639.10 for materials from Hajoca.

As to the amount of materials delivered by Hajoca, JP Construction is not claiming, and has not claimed, that it installed $114,352.30 since the submission of Pay #6. Rather, JP Construction was planning on billing for materials delivered to the site for which ESI was demanding unconditional lien waivers. If you will recall, ESI’s demand that JP Construction and Hajoca deliver unconditional lien waivers for materials for which ESI had not yet paid was the start of this entire dispute.

Your calculations as to JP’s balance to finish are not correct. Based on Pay App #6 and the COR 8 and the T&M work, my client’s balance to finish is $165,303.45 (which is before the $73,376.32 that is past due for Pay App 6 and the $57,201.13 in retention through Pay App No. 6). My client believes that these amounts will more than cover the $114,352.30 and his anticipated remaining labor costs of $36,000.00. My client estimates its remaining labor costs to be less than what was previously incurred because: (1) the remaining work is above ground; and (2) it primarily involves the installation of PEX piping CPPC.

I am not going readdress the issue with the “belly.” However, my client was on site on Tuesday to examine the new issues raised by ESI. I understand that work related to many of these issues had already been altered and that my client was told they were no longer allowed on site. I further understand that my client is looking to set up camera inspections for early next week to examine certain issues that had not been disturbed. Please confirm that my client is allowed on site to examine these issues. None of the new issues raised by ESI should be altered until my client has had a full and fair opportunity to inspect the same with cameras.

Best Regards, RECEIVED LEGAL 5/08/2024 Kevin

Kevin M. Estevez HOLDEN WILLITS PLC Two North Central Avenue, Suite 2000 Phoenix, AZ 85004 602-508-6225 phone 602-508-6211 fax [email redacted]

From: Michael Kimmel <[email redacted]> Sent: Thursday, April 25, 2024 11:22 AM To: Kevin Estevez <[email redacted]> Cc: Angela Hermosillo <[email redacted]> Subject: RE: JP Construction

Kevin,

Please review the Audit Trail in GC Pay. Payment Application #5 was submitted for approval twice: once on 2/28/24 (rejected on 3/5/24) and a second time on 3/5/24 (approved on 3/7/24). Your representation that Pay App #5 was submitted on February 21st is incorrect. I addressed the payment applications that were submitted by your client, as confirmed by the GC Pay audit trial. If you contend there was a previously submitted version of Pay App #5, please provide a copy of the same to me (with evidence that it was actually submitted to ESI for review), and I will review the same.

It is my understanding that your client (I presume your reference to ESI being onsite to remove materials was a typo) will be onsite today to remove materials. ESI will be present during that process and is entitled to document exactly what your client removes. Moreover, ESI is entitled to receive an accounting from your client, with supporting documentation, related to what materials were actually installed and/or already paid for by ESI (ESI has already paid your client $134,914 representing nearly 70% of your client’s schedule of values for the materials for completion of the work of improvement).

According to your email, Hajoca’s original invoices totaled $150K but will be reduced by approximately $35,647.70, leaving a total of approximately $114,352.30 in yet-to-be invoiced to ESI materials. Is that on top of the $134,914 ESI has already paid JP for materials? Is it JP’s position that the additional $114,352.30 in materials have been installed since submission of Pay App 6? If so, when? JP’s own payment applications do not support those numbers (in approved or unapproved form). If that is JP’s position, then that means that as of Pay App 7, JP will have billed $249,266.30 for materials against a total schedule of values for materials to complete the project of $194,997 ($205,597.39 if, for the sake of argument, COR 8 and the T&M work referenced below were assigned completely to materials). Again, that is comparing in-progress numbers to completed project numbers, and the numbers just don’t add up. Is it JP’s position that there are unapproved or unsubmitted change order requests pending that would justify JP billing well in excess of the total approved contract value for materials when there is still so much work left to be performed?

The position that the bellies are minor (3-4 feet) is also provably false. Moreover, as both you and your client are aware (see Tovey email dated 4/23/2024), substantial additional deficiencies and defects in JP’s work have been discovered. There are missing cleanouts, incorrect layouts of pipe runs, floor drains installed in incorrect locations, and lavatory stubs in hallways instead of in restrooms. The remediation costs could easily approach or exceed several hundred thousand dollars due to the necessity to remove existing slabs (and that is without consideration of the impact to the schedule and likelihood of liquidated damages). ESI has provided marked-up plans showing the locations of the deficiencies, and ESI has received no response from your client. RECEIVED LEGAL 5/08/2024 The position that JP is absolved of its errors due to the actions of others is both factually and legally incorrect. First, Speedy is neither an agent of, nor working for, ESI; Speedy works for the owner. Second, an inspection by a third party for an owner (or for a government building department) does not relieve a constructor of its legal and contractual obligation to construct pursuant to plans, specs, and code. JP cannot claim that another trade caused it to fail to install cleanouts, layout pipe runs incorrectly, install floor drains in incorrect locations, or install lavatory stubs in hallways instead of in the restrooms in which they below. These provable deficiencies go far beyond disputes about who caused construction debris, recent rain, and sequencing of construction above piping.

Justin Parrish will be onsite Monday, and he is willing to walk JP through the project to point out the deficiencies. Perhaps having done so, JP will have a much better understanding of the severity of the issues. In the interim, ESI will continue to utilize all available remedies to mitigate its damages associated with this matter.

Sincerely,

Michael

Michael S. Kimmel, Chief Legal Officer and Executive Vice President of Risk Management o: 208.362.3040 c: 208.608.8356 3330 East Louise Drive, #300 Meridian, Idaho 83642 www.esiconstruction.com

DEDICATED - DEPENDABLE - DYNAMIC

From: Kevin Estevez <[email redacted]> Sent: Tuesday, April 23, 2024 4:27 PM To: Michael Kimmel <[email redacted]> Cc: Angela Hermosillo <[email redacted]> Subject: RE: JP Construction

External Source. Please use caution.

Michael:

Your email is incorrect as to Pay App 5. There were three versions of Pay App No. 5 submitted as evidenced by the Audit Trail in GC Pay. The first iteration of Pay App No. 5 was submitted on 2/21/24 and was, as I understand it, for the $99,099.12 referenced in my email to Justin Parrish of last Wednesday, April 17, 2024. Indeed, my email to Mr. Parrish specifically references the first version of Pay App No. 5 dated 2/21/24, such that I am not certain why you chose to address a subsequent iteration of the Pay App below.

With respect to ESI’s claim that JP Construction is upside down on the Project, you are also incorrect. You took the position on Friday that ESI is withholding payment on JP Construction’s undisputed Pay App 6, which is now more than two weeks late, based on a verbal conversation with Hajoca (after payment was past already due to JP Construction) that JP Construction owed $160,000.00 in materials on the Project. During our conversation, I noted that the invoices from Hajoca actually totaled approximately $150,000.00, but that JP Construction was meeting with Hajoca on Friday to audit the invoices and its account. Again, there appeared to be some significant issues with the amount of Hajoca’s billing on the Project. After meeting with Hajoca on Friday and subsequent communications RECEIVED LEGAL 5/08/2024 with Hajoca, it turns out that the Hajoca Invoices (and the number that ESI obtained from Hajoca verbally) are inflated in two material respects. First, Hajoca has delivered and invoiced for $30,647.70 in materials that are not necessary for completion of the Project. I have attached invoices in which the over-delivered materials are highlighted. JP Construction will be returning these materials for credit. In addition, I understand that Hajoca inflated the cost of certain materials and, once these costs are adjusted, JP will be receiving an additional credit of roughly $5,000.00.

These over-deliveries and overcharges reduce the amount that JP Construction will be billing to ESI for Hajoca materials in connection with Pay App 7 to approximately $115,000.00. In addition, it is my understanding that additional change orders exist for the Project. Specifically, ESI has approved a Change Order No. 8 for $8,915.25 and requested that JP Construction perform certain T&M work for $1,685.14. Given these numbers, JP Construction believes it is not upside down on the Project and that it can complete its work for the adjusted contract price (plus any delay costs associated with ESI’s failure to pay). Accordingly, it was a improper for ESI to refuse to pay JP Construction for Pay App 6, after Pay App 6 was already past due, based on nothing more than a verbal discussion with Hajoca. Indeed, I have been informed that ESI has repeatedly contacted Hajoca in the last few days regarding JP Construction’s account and been informed that the numbers will be changing.

With respect to the alleged piping issue, I misunderstood my client. They were responsible for the compaction. However, I understand that the compaction was specifically approved by ESI’s agent, Speedy. Please produce copies of Speedy’s reports in the affected area. Also, I understand that last Friday, when JP Construction was on site hydro-jetting the subject pipe, ESI’s employees admitted that the alleged pipe “belly” is not a material issue. In particular, Tom Thielman was perplexed why ESI had even raised this issue and Jordan Bureau stated, “it all looks good to me.” To the extent ESI is still going to attempt to make the small pipe “belly” (i.e., 3-4 feet) an issue, please know that JP Construction believes that ESI and/or its agents are responsible for the same. First, as previously mentioned, rocks and construction debris were found in the subject pipe (due to broken risers). This material could have caused the small “belly,” and JP Construction is not responsible for the same. Second, I understand that significant out of sequence work was performed above the subject pipe. Among other things, ESI permitted its concrete and steel subcontractors to install columns in this area when the jobsite was saturated with water from recent rains.

Based on the foregoing, JP Construction once again demands that ESI pay JP Construction Pay App 6, which ESI has repeatedly approved but still failed to pay. ESI’s most recent excuses for failing to pay lack merit. Stated differently, ESI is not justified in withholding payment of an already past due amount based on: (1) unsubstantiated and incorrect information from my client’s supplier obtained verbally during a call; and (2) an alleged piping issue that ESI’s employees acknowledged was not material. Please be advised that ESI will be on site on Thursday this week to remove and return the over- delivered materials referenced above. And pursuant to the parties’ contract, ESI and or its affiliates are not permitted to use the JP Construction materials stored on site, given that ESI has not paid for the same.

Please feel free to contact me should you wish to discuss any of the foregoing.

Best Regards, Kevin

Kevin M. Estevez HOLDEN WILLITS PLC Two North Central Avenue, Suite 2000 Phoenix, AZ 85004 602-508-6225 phone 602-508-6211 fax [email redacted] RECEIVED LEGAL 5/08/2024

From: Michael Kimmel <[email redacted]> Sent: Sunday, April 21, 2024 9:37 AM To: Kevin Estevez <[email redacted]> Cc: Angela Hermosillo <[email redacted]> Subject: JP Construction

Kevin,

Based on our recent phone call, it was my understanding that your position (from your client) was that JP tried to bill for materials as part of Application for Payment #5 (“App 5”), that ESI required JP to remove materials from App 5, and that the revised and approved App 5 contained no materials. As a result, it was improper for ESI to request an unconditional waiver as part of Application for Payment #6 (“App 6”) because there had been no billing for materials. That position is not consistent with the project documentation submitted by JP.

Attached please find Rejected Application for Payment #5 (“RejApp 5”) dated 2/28/24 and revised and Approved Application for Payment #5 (“ApprApp 5”) dated 3/05/24. The relevant information from those two applications provides as follows:

RejApp 5

Requested Current Payment Due: $49,671 Schedule of Values: Labor $20,190 Materials $14,000 Equipment $ 7,000 CO#4 $14,000

ApprApp 5

Requested Current Payment Due: $31,500 Schedule of Values: Labor $0 Materials $14,000 Equipment $ 7,000 CO#4 $14,000

JP revised App 5 to remove $20,190 of JP’s own labor, not to remove materials (Hajoca’s or otherwise). It is certainly possible that I misunderstood your position and, if so, please provide clarification for ESI’s consideration. Otherwise, it is entirely appropriate for ESI to request unconditional waivers confirming JP used the money it received to pay for the materials and equipment for which it billed.

I am equally concerned by the notion that ESI is about to receive an Application for Payment 7 that, based on your representations, will include $150K in materials for Hajoca. I am aware of only two changes/additions that have occurred since the submission of Application for Payment 6: (1) COR #8 in the total amount $8,915.25 (less than $3K of which is for materials); and, (2) JP Invoice #1248 in the amount of $1,685.14. At best, COR #8 and Invoice #1248 have only adds less than $5K to the amount of materials left to be billed for a completed job. According to approved App 6, $134,914 of materials had been paid for and provided to the project, with only $60,083 remaining to be delivered. ESI needs copies of all Hajoca invoices, inclusive of sufficient information to determine what was purportedly delivered to the project and in what quantities.

Additionally, there is no rational basis upon which it can be concluded that JP is not grossly upside down in the job if it is sitting on an $150K bill for Hajoca materials. If JP submits a substantiated $150K bill for Hajoca, there will be no money in the contract left to pay JP on future billings. At best, there might be retention coming back to Hajoca RECEIVED LEGAL 5/08/2024 at the end of the job but that potential retention would be consumed by any future material purchases and/or equipment rentals. Even absent future material purchases (which is impossible unless 100% of the materials were already onsite and previously billed), the retention is not sufficient to cover JP’s claimed labor balance to finish of $84,570.06. The numbers are not adding up.

Finally, you asserted that JP was not responsible for the compaction of the soil beneath the piping. Subcontract Sections 1.1, 17, and Exhibit B (first scope statement) each unambiguously provide that JP was responsible for the excavation, bedding, backfill and compaction related to its work. If you believe there is a contrary interpretation to the contract documents, please provide the same for our review.

Sincerely,

Michael

Michael S. Kimmel, Chief Legal Officer and Executive Vice President of Risk Management o: 208.362.3040 c: 208.608.8356 3330 East Louise Drive, #300 Meridian, Idaho 83642 www.esiconstruction.com

DEDICATED - DEPENDABLE - DYNAMIC RECEIVED 5/8/24, 12:38 PM JP Construction & Estimating Services, LLC Mail - Notice of Default - JP Construction 4.5.24LEGAL 5/08/2024

James Pauley <[email redacted]>

Notice of Default - JP Construction 4.5.24 Derrick Tovey <[email redacted]> Fri, Apr 5, 2024 at 3:41 PM To: James Pauley <[email redacted]> Cc: Matt Kirtley <[email redacted]>, Justin Shultz <[email redacted]>, Justin Parrish <[email redacted]>, Michael Papac <[email redacted]>

James,

See attached notice of default regarding the floor drains on Fry’s 655. Due to this, we are rejecting your current pay application until this issue is resolved.

Thank you,

Derrick Tovey, Project Manager o: 208.362.3040 c: 986.207.8352

3330 East Louise Drive, #300 Meridian, Idaho 83642 www.esiconstruction.com

DEDICATED - DEPENDABLE - DYNAMIC

JP Construction Notice Of Default 4.5.24.pdf 52K

https://mail.google.com/mail/u/0/?ik=73d293536a&view=pt&search=all&permmsgid=msg-f:[number redacted]&simpl=msg-f:[number redacted]… 1/1 RECEIVED 5/8/24, 12:39 PM JP Construction & Estimating Services, LLC Mail - Notice of Default - JP Construction 4.5.24LEGAL 5/08/2024

James Pauley <[email redacted]>

Notice of Default - JP Construction 4.5.24 Derrick Tovey <[email redacted]> Wed, Apr 10, 2024 at 12:15 PM To: James Pauley <[email redacted]> Cc: Matt Kirtley <[email redacted]>, Justin Shultz <[email redacted]>, Justin Parrish <[email redacted]>, Michael Papac <[email redacted]>

Good afternoon James,

With this being approved, please move forward on the remaining fixes in this area. Your pay revised application #6 is approved and will update you with a tracking number once the check is mailed.

Derrick Tovey, Project Manager o: 208.362.3040 c: 986.207.8352

3330 East Louise Drive, #300 Meridian, Idaho 83642 www.esiconstruction.com

DEDICATED - DEPENDABLE - DYNAMIC

James,

[Quoted text hidden]

https://mail.google.com/mail/u/0/?ik=73d293536a&view=pt&search=all&permmsgid=msg-f:[number redacted]&simpl=msg-f:[number redacted]… 1/1 RECEIVED 5/8/24, 12:52 PM JP Construction & Estimating Services, LLC Mail - Fry's 655 LEGAL 5/08/2024

Tara Pauley <[email redacted]>

Fry's 655 Justin Parrish <[email redacted]> Fri, Apr 5, 2024 at 4:09 PM To: James Pauley <[email redacted]>, Tara Pauley <[email redacted]> Cc: Derrick Tovey <[email redacted]>

James,

I’m hopeful we can be in a position next week to look at releasing payment once we resolve your current deviations onsite and get the Owners approval for remediation. Until that is resolved, we cannot approve your pay app and release the funds, as that has a potential to be a $30,000 issue if the owner requires JP to remove and replace that section of concrete slab.

Regarding the contract, please reference section 2.12 and 2.13 of our agreement that gives ESI the ability to withhold payment if required based on our current circumstances. Regarding Arizona Prompt Pay, ESI rejected your pay application on April 2, 2024 for further revisions, within the 14 day window. I would also like to point out that the Bulletin work you are billing for includes overhead work that is not yet complete.

We look forward to working through the deviations with your team but if they are not addressed promptly, we will need to move forward by other means to meet the owner’s schedule requirements.

JUSTIN PARRISH, Vice President, Operations o: 208.362.3040 c: 208.401.8805

3330 East Louise Drive, #300 Meridian, Idaho 83642 www.esiconstruction.com

DEDICATED - DEPENDABLE - DYNAMIC

From: James Pauley <[email redacted]> Sent: Friday, April 5, 2024 2:43 PM To: Justin Parrish <[email redacted]>; Tara Pauley <[email redacted]> Subject: Fry's 655

External Source. Please use caution.

https://mail.google.com/mail/u/0/?ik=eb3d34f9bd&view=pt&search=all&permmsgid=msg-f:[number redacted]&simpl=msg-f:[number redacted] 1/2 RECEIVED LEGAL Audit Trail - Fry's #655 - Gilbert, AZ ( N088-) 5/08/202405/07/24

Date User Company Event /10 Engineered /24 Katie Gerasimas approved Lien Waiver 'Conditional Progress Waiver (Kroger).pdf' for Application For Katie Gerasimas Structures, 19: Payment #6 for JP Construction & Estimating Services, LLC Inc. 21: /10 Engineered /24 Katie Gerasimas approved Lien Waiver 'Subcontractor's Progress Affidavit (Kroger).pdf' for Application For Katie Gerasimas Structures, 19: Payment #6 for JP Construction & Estimating Services, LLC Inc. 21: /10 Engineered /24 Katie Gerasimas approved Lien Waiver 'Conditional Progress Waiver Arizona.pdf' for Application For Katie Gerasimas Structures, 19: Payment #6 for JP Construction & Estimating Services, LLC Inc. 19: /10 Engineered /24 Derrick Tovey approved Application For Payment #6 for JP Construction & Estimating Services, LLC Derrick Tovey Structures, 19: Comment:Per owners approval of proposed floor drain fix, this billing is approved. Inc. 12: JP /10 Construction /24 James Pauley & Estimating James Pauley submitted Application For Payment #6 for JP Construction & Estimating Services, LLC 04: Services, 42: LLC JP /10 Construction /24 James Pauley uploaded Lien Waiver 'Conditional Progress Waiver (Kroger).pdf' for Application For James Pauley & Estimating 04: Payment #6 for JP Construction & Estimating Services, LLC Services, 42: LLC JP /10 Construction /24 James Pauley uploaded Lien Waiver 'Subcontractor's Progress Affidavit (Kroger).pdf' for Application For James Pauley & Estimating 04: Payment #6 for JP Construction & Estimating Services, LLC Services, 38: LLC JP /10 Construction /24 James Pauley uploaded Lien Waiver 'Conditional Progress Waiver Arizona.pdf' for Application For Payment James Pauley & Estimating 04: #6 for JP Construction & Estimating Services, LLC Services, 34: LLC /09 Engineered /24 Katie Gerasimas approved Lien Waiver 'Unconditional Progress Waiver (Kroger).pdf' for Application For Katie Gerasimas Structures, 22: Payment #5 for JP Construction & Estimating Services, LLC Inc. 04: /05 Engineered /24 Derrick Tovey rejected Application For Payment #6 for JP Construction & Estimating Services, LLC Derrick Tovey Structures, 22: Comment:Per Notice of Default Sent 4.5.24 this pay application is rejected. Inc. 42: JP /04 Construction /24 James Pauley & Estimating James Pauley submitted Application For Payment #6 for JP Construction & Estimating Services, LLC 17: Services, 31: LLC JP /04 Construction /24 James Pauley uploaded Lien Waiver 'Conditional Progress Waiver (Kroger).pdf' for Application For James Pauley & Estimating 17: Payment #6 for JP Construction & Estimating Services, LLC Services, 30: LLC JP

5/21/24, 10:21 AM State of Arizona Mail - Complaint No. 2024-04005

Legal New Mail - AZROC <[email redacted]>

Complaint No. 2024-04005 Tara Pauley <[email redacted]> Sun, May 19, 2024 at 8:43 AM To: "[email redacted]" <[email redacted]> Cc: "[email redacted]" <[email redacted]>

Hello, Please find attached the following document for the above-mentioned complaint number.

Thank you, Tara Pauley

[Quoted text hidden]

Fry’s 655 - Pay App #6 .pdf 52K

https://mail.google.com/mail/b/AEoRXRRNc0QYpJyDrpUJXdQIeRPI3KQDXJQrR9pu_-LqZ7WpPjke/u/0/?ik=d3afebeda9&view=pt&search=all&perm… 1/1 APPLICATION FOR PAYMENT To: Engineered Structures, Inc. Project: Fry's #655 - Gilbert, AZ Application No.: 6 3330 E Louise Drive Ste 300 Period To: 03/21/24 Meridian, ID 83642 Application Date: 03/21/24 From: JP Construction & Estimating Services, LLC Project No.: N088- P.O. Box 1935 Contract Date: 06/08/23 Queen Creek , AZ 85142 Commitment: N088-15400 Contract For: N088-15400 - Plumbing

4. TOTAL COMPLETED AND STORED TO DATE $572,011.24 CONTRACTOR: (Column G) By: James Pauley Date: 04/10/24

5. RETAINAGE State Of:

10.00% of Completed Work $57,201.13 County Of:

(Line 3 less Line 6) ARCHITECT: CHANGE ORDER SUMMARY ADDITIONS DEDUCTIONS By: Date:

CONTINUATION SHEET APPLICATION AND CERTIFICATION FOR PAYMENT, APPLICATION NO.: 6 containing Contractor's signed Certification is attached. In tabulations below, amounts are stated to the nearest dollar. APPLICATION DATE: 03/21/24 PERIOD TO: 03/21/24 JP Construction & Estimating Services, LLC PROJECT NO.: N088-

A B C D E F G H I WORK COMPLETED MATERIALS TOTAL FROM PRESENTLY RETAINAGE SCHEDULED COMPLETED BALANCE TO ITEM NUM DESCRIPTION OF WORK PREVIOUS STORED % (G ÷ C) (IF VARIABLE VALUE THIS PERIOD (NOT IN D OR AND STORED FINISH (C - G) APPLICATION RATE) TO DATE (D+E) E)

Labor $215,803.00 $131,232.94 - - $131,232.94 60.81% $84,570.06 $13,123.29 Materials $194,997.00 $134,914.00 - - $134,914.00 69.19% $60,083.00 $13,491.40 Equipment $57,500.00 $42,250.00 $7,000.00 - $49,250.00 85.65% $8,250.00 $4,925.00 Plumbing Hookup Jobsite Trailer (CO #1) $1,177.06 $1,177.06 - - $1,177.06 100.00% - $117.71 Sub CO 4 - Material Cost Increase (CO #2) $9,597.04 $9,597.04 - - $9,597.04 100.00% - $959.70 Start Delays (CO #3) $74,682.26 $74,682.26 - - $74,682.26 100.00% - $7,468.23 Bulletin No. 1 (CO #3) $2,765.75 $2,765.75 - - $2,765.75 100.00% - $276.58 JP Plumbing COR - Bulletin No. 2 (CO #4) $94,064.28 $79,841.62 $14,222.66 - $94,064.28 100.00% - $9,406.43 Delay Change Order Remaining Cost (CO #5) $3,939.73 $3,939.73 - - $3,939.73 100.00% - $393.97 Sub COR 5 - Layout Rework (CO #6) $10,081.59 $10,081.59 - - $10,081.59 100.00% - $1,008.16 Bulletin No. 3 (CO #7) $62,106.59 - $60,306.59 - $60,306.59 97.10% $1,800.00 $6,030.66 PAYMENT TOTALS $726,714.30 $490,481.99 $81,529.25 - $572,011.24 78.71% $154,703.06 $57,201.13

Audit Trail Project: Fry's #655 - Gilbert, AZ ( N088-) From: JP Construction & Estimating Services, LLC

Date User Company Event 04/10/24 19:21 GMT Katie Engineered Katie Gerasimas approved Lien Waiver 'Conditional Progress Waiver (Kroger).pdf' for Application For Payment #6 for JP Construction & Gerasimas Structures, Inc. Estimating Services, LLC 04/10/24 19:21 GMT Katie Engineered Katie Gerasimas approved Lien Waiver 'Subcontractor's Progress Affidavit (Kroger).pdf' for Application For Payment #6 for JP Construction Gerasimas Structures, Inc. & Estimating Services, LLC 04/10/24 19:19 GMT Katie Engineered Katie Gerasimas approved Lien Waiver 'Conditional Progress Waiver Arizona.pdf' for Application For Payment #6 for JP Construction & Gerasimas Structures, Inc. Estimating Services, LLC 04/10/24 19:12 GMT Derrick Engineered Derrick Tovey approved Application For Payment #6 for JP Construction & Estimating Services, LLC Tovey Structures, Inc. Comment: Per owners approval of proposed floor drain fix, this billing is approved. 04/10/24 04:42 GMT James JP Construction James Pauley submitted Application For Payment #6 for JP Construction & Estimating Services, LLC Pauley & Estimating Services, LLC 04/10/24 04:42 GMT James JP Construction James Pauley uploaded Lien Waiver 'Conditional Progress Waiver (Kroger).pdf' for Application For Payment #6 for JP Construction & Pauley & Estimating Estimating Services, LLC Services, LLC 04/10/24 04:38 GMT James JP Construction James Pauley uploaded Lien Waiver 'Subcontractor's Progress Affidavit (Kroger).pdf' for Application For Payment #6 for JP Construction & Pauley & Estimating Estimating Services, LLC Services, LLC 04/10/24 04:34 GMT James JP Construction James Pauley uploaded Lien Waiver 'Conditional Progress Waiver Arizona.pdf' for Application For Payment #6 for JP Construction & Pauley & Estimating Estimating Services, LLC Services, LLC 04/05/24 22:42 GMT Derrick Engineered Derrick Tovey rejected Application For Payment #6 for JP Construction & Estimating Services, LLC Tovey Structures, Inc. Comment: Per Notice of Default Sent 4.5.24 this pay application is rejected. 04/04/24 17:31 GMT James JP Construction James Pauley submitted Application For Payment #6 for JP Construction & Estimating Services, LLC Pauley & Estimating Services, LLC 04/04/24 17:30 GMT James JP Construction James Pauley uploaded Lien Waiver 'Conditional Progress Waiver (Kroger).pdf' for Application For Payment #6 for JP Construction & Pauley & Estimating Estimating Services, LLC Services, LLC 04/04/24 17:29 GMT James JP Construction James Pauley uploaded Lien Waiver 'Subcontractor's Progress Affidavit (Kroger).pdf' for Application For Payment #6 for JP Construction & Pauley & Estimating Estimating Services, LLC Services, LLC 04/04/24 17:25 GMT James JP Construction James Pauley signed Lien Waiver 'Conditional Progress Waiver Arizona.pdf' for Application For Payment #6 for JP Construction & Pauley & Estimating Estimating Services, LLC Services, LLC 04/04/24 14:43 GMT Derrick Engineered Derrick Tovey rejected Application For Payment #6 for JP Construction & Estimating Services, LLC Tovey Structures, Inc. Comment: Please update the percentage on Bulletin #3 COR and resubmit. 04/03/24 00:35 GMT Tara JP Construction Tara Pauley submitted Application For Payment #6 for JP Construction & Estimating Services, LLC Pauley & Estimating Services, LLC 04/03/24 00:34 GMT Tara JP Construction Tara Pauley signed Lien Waiver 'Conditional Progress Waiver Arizona.pdf' for Application For Payment #6 for JP Construction & Estimating Pauley & Estimating Services, LLC

Date User Company Event Services, LLC 04/03/24 00:33 GMT Tara JP Construction Tara Pauley uploaded Lien Waiver 'Subcontractor's Progress Affidavit (Kroger).pdf' for Application For Payment #6 for JP Construction & Pauley & Estimating Estimating Services, LLC Services, LLC 04/03/24 00:33 GMT Tara JP Construction Tara Pauley uploaded Lien Waiver 'Conditional Progress Waiver (Kroger).pdf' for Application For Payment #6 for JP Construction & Pauley & Estimating Estimating Services, LLC Services, LLC 04/02/24 23:34 GMT James JP Construction James Pauley signed Lien Waiver 'Conditional Progress Waiver Arizona.pdf' for Application For Payment #6 for JP Construction & Pauley & Estimating Estimating Services, LLC Services, LLC 04/02/24 18:53 GMT Derrick Engineered Derrick Tovey rejected Application For Payment #6 for JP Construction & Estimating Services, LLC Tovey Structures, Inc. Comment: Per our conversation, please revise and resubmit. 03/22/24 21:02 GMT James JP Construction James Pauley submitted Application For Payment #6 for JP Construction & Estimating Services, LLC Pauley & Estimating Services, LLC 03/22/24 18:01 GMT James JP Construction James Pauley uploaded Lien Waiver 'Subcontractor's Progress Affidavit (Kroger).pdf' for Application For Payment #6 for JP Construction & Pauley & Estimating Estimating Services, LLC Services, LLC 03/22/24 17:59 GMT James JP Construction James Pauley uploaded Lien Waiver 'Conditional Progress Waiver (Kroger).pdf' for Application For Payment #6 for JP Construction & Pauley & Estimating Estimating Services, LLC Services, LLC 03/21/24 19:12 GMT James JP Construction James Pauley signed Lien Waiver 'Conditional Progress Waiver Arizona.pdf' for Application For Payment #6 for JP Construction & Pauley & Estimating Estimating Services, LLC Services, LLC 03/21/24 19:12 GMT James JP Construction Marked off checklist item 'Any request for off-site stored materials must have the following items attached: 1. An invoice for materials Pauley & Estimating indicating the type and quantity of materials stored and must reference the Project. ' on Application For Payment #6 for JP Construction & Services, LLC Estimating Services, LLC 03/21/24 19:12 GMT James JP Construction Marked off checklist item 'Any request for off-site stored materials must have the following items attached: 2. Proof of insurance listing Pauley & Estimating Owner and Engineered Structures, Inc as "Additional Insured" address of the facility where the material is stored.' on Application For Services, LLC Payment #6 for JP Construction & Estimating Services, LLC 03/21/24 19:12 GMT James JP Construction Marked off checklist item 'Any request for off-site stored materials must have the following items attached: 3. Pictures of stored materials' Pauley & Estimating on Application For Payment #6 for JP Construction & Estimating Services, LLC Services, LLC 03/21/24 19:12 GMT James JP Construction Marked off checklist item 'Report total ON-SITE man hours, including any ON-SITE sub-subcontracted man hours when submitting. Offsite Pauley & Estimating fabrication, office, etc. hours should be excluded.' on Application For Payment #6 for JP Construction & Estimating Services, LLC Services, LLC 03/21/24 18:46 GMT James JP Construction James Pauley created Application For Payment #6 for JP Construction & Estimating Services, LLC Pauley & Estimating Services, LLC

REGISTRAR OF CONTRACTORS OF THE STATE OF ARIZONA

Case No. 2024-04005 JP Construction & Estimating Services LLC,

COMPLAINANT, v. CITATION Engineered Structures Inc. License No. ROC 132139,

RESPONDENT.

The Registrar issues this Citation to Engineered Structures Inc. (“Respondent”) under A.R.S. § 32-1155(A). If Respondent fails to answer this Citation by June 5, 2024, 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). THE WRITTEN COMPLAINT On April 6, 2024, JP Construction & Estimating Services 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

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 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. 2024-04005. 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 June 5, 2024. This deadline is calculated under A.R.S. §§ 32-1155(A) and (B), which provides a

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 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 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

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 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. Dated May 21, 2024. By: /s/ Margaret Lindsey Margaret Lindsey Assistant General Counsel Legal Department Arizona Registrar of Contractors

COPY of the foregoing mailed by Certified Mail, Return Receipt Requested, May 21, 2024 to:

Respondent Certified Mail No: [number redacted] Engineered Structures Inc 3330 E Louise Dr., STE 300 Meridian, ID 83642

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 Copy mailed by USPS First Class mail this same date to: Respondent Engineered Structures Inc. 3330 E Louise Dr., STE 300 Meridian, ID 83642 Complainant JP Construction & Estimating Services LLC PO Box 1935 Queen Creek, AZ 85142 Complainant’s Attorney Kevin M. Estevez, Esq. N Central Ave Ste 2000 Phoenix, AZ 85004 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 Complainant’s Attorney at email address of record with Registrar

Case No. 2024-04005 /

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 April 10, 2024

Via U.S. Mail and Email

Complainant JP Construction & Estimating Services LLC PO Box 1935 Queen Creek, AZ 85142

Via U.S. Mail and Email

Respondent Engineered Structures Inc. 3330 E Louise Dr., STE 300 Meridian, ID 83642

Re: Complaint No. 2024-04005

Dear Complainant and Respondent:

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 April 17, 2024 and will review Respondent’s response, if one is submitted.

Sincerely,

/s/ Shaquira Adebule Shaquira Adebule Legal Assistant II

1700 W. Washington Street, Suite 105 · Phoenix AZ 85007-2812 602.542.1525 · Toll Free 877.692.9762 · roc.az.gov Lg100 4/21 Legal Department AZ Registrar of Contractors 602-542-1525

CC: Complainant’s Attorney Kevin M. Estevez, Esq. N Central Ave Ste 2000 Phoenix, AZ 85004

1700 W. Washington Street, Suite 105 · Phoenix AZ 85007-2812 602.542.1525 · Toll Free 877.692.9762 · roc.az.gov Lg100 4/21 Non-Payment Complaint Form Departmental Use Only Complaint Number: Mail to: Registrar of Contractors P.O. Box 18243 Phoenix, AZ 85005-8243

Person Filing Complaint (Payee) Business Name Full Name (First Middle Last) ROC License Number(s) (if any) James Steve Pauley Street Address City State Zip Code 22221 E Via Del Palo Queen Creek Arizona 85142 Phone Number Email Address [number redacted] [email redacted] I consent to receive communications electronically in connection with this case

Name of Attorney (if any) Kevin M Estevez Attorney’s Street Address City State Zip Code Two North Central Avenue Suite 2000 Phoenix Arizona 85004 Attorney’s Phone Number Attorney’s Email Address [number redacted] [email redacted] Licensee Information (Payer) Name (as shown on contracts, invoices, etc.) ROC License Number(s) Engineered Structures Inc ROC 132139 Street Address City State Zip Code 3330 E Louise Dr., STE 300 Meridian ID 83642 Phone Number Email Address

Name of Person(s) Representing License Justin Parrish ;Michael Papac Complaint Information Principal Amount Due (excluding interest and fees) Contract Date (if applicable) $73,376.32 March 21, 2024 Have you filed a civil complaint? No List all specific invoices which have not been paid. Attach additional pages if necessary. Original Progress Payment Application #6 for current labor, materials and equipment. Rejected and requested revisions. ; Second Progress Payment Application #6 as requested. Change Order Work Completed and Installed. COR - Bulletin No. 2 (CO #4), Bulletin No. 3 (CO #7) Submitted and Rejected on the Payment Due Date.

Certification I certify, upon information and belief, that the above-named licensee has failed to pay monies in excess of seven hundred fifty dollars when due for materials or services rendered in connection with the licensee’s operations as a contractor. I further certify, upon information and belief, that the above-named licensee has the capacity to pay, or has received sufficient monies as payment for the particular construction work project or operation for which the services or materials were rendered or purchased. A.R.S. § 32-1154(A)(10). Printed Name Signature Date James Steve Pauley Declaration & Signature I am the Complainant in this Complaint Form or Complainant’s duly authorized representative. I declare under penalty of perjury that the information contained in this Form is true and correct to the best of my knowledge. I further certify that any documents submitted in support of this complaint are true and correct copies of the originals and are accurate to the best of my knowledge. I will assist in the investigation or in the prosecution of the contractor or other parties, and will, if necessary, attend hearings and testify to facts. Printed Name Signature Date James Steve Pauley Audit Trail - Fry's #655 - Gilbert, AZ ( N088-) 04/06/24

Engineered Katie Gerasimas rejected Lien Waiver 'Conditional Progress Waiver (Kroger).pdf' for Application For

4. TOTAL COMPLETED AND STORED TO DATE $598,784.99 CONTRACTOR: (Column G) By: James Pauley Date: 03/22/24

5. RETAINAGE State Of:

10.00% of Completed Work $59,878.50 County Of:

(Line 3 less Line 6) ARCHITECT: CHANGE ORDER SUMMARY ADDITIONS DEDUCTIONS By: Date:

4. TOTAL COMPLETED AND STORED TO DATE $572,011.24 CONTRACTOR: (Column G) By: James Pauley Date: 04/04/24

5. RETAINAGE State Of:

10.00% of Completed Work $57,201.13 County Of:

(Line 3 less Line 6) ARCHITECT: CHANGE ORDER SUMMARY ADDITIONS DEDUCTIONS By: Date:

HḐȨGBÿEIFDÿS2 Y;-;+ÿ9WÿJ<3N9:-ÿ2-36ÿ¹ÿR-,+ÿº9>ÿEFEG¹FGFFDÿX:.3:++<+AÿY;<=4;=<+,BÿZ:4>»,ÿ@<3;;+:ÿJ:,M+<ÿ;9ÿR3;-;39:ÿ-Received :6/5/2024 AÿR9*T6-3:; Legal Department

01234562ÿ89 4 ÿ123456229 4 62

2 ÿÿÿ5 69ÿ06446!ÿ"#ÿ$65 ÿ8% 6ÿÿ525ÿ29 &' 2 (ÿ*+,,-.+ 5 /512 ÿ05&& ÿ12345-+673**+68+,349:,;<=4;39:>49*? @+ABÿC=:ÿDBÿEFEGÿ-;ÿHI(FÿJ2 K9IÿL-:,M+<8<94>-N>.9OLÿ1-:,M+<8<94>-N>.9O?BÿL,5-P=3<->-A+Q=6+8<94>-N>.9OLÿ1,5-P=3<->-A+Q=6+8<94>-N>.9O? R4Iÿ2345-+6ÿS-T-4ÿ12345-+6S-T-48+,349:,;<=4;39:>49*?BÿJ:.+6-ÿU+<*9,3669ÿ1J:.+6-U+<*9,36698+,349:,;<=4;39:>49*? V99Aÿ29<:3:.>ÿÿJ;;-45+AÿT6+-,+ÿW3:AÿX:.3:++<+AÿY;<=4;=<+,BÿZ:4>[,ÿ@<3;;+:ÿJ:,M+<ÿ;9ÿR3;-;39:ÿ-:AÿR9*T6-3:;>ÿÿS6+-,+ 49:W3<*ÿ<+4+3T;ÿ-:Aÿ;5-;ÿ\9=ÿ-<+ÿ-Q6+ÿ;9ÿ9T+:ÿ;5+ÿT<3*-<\ÿA94=*+:;ÿ-:Aÿ-66ÿ-;;-45*+:;,>ÿÿK5-:]ÿ\9=> ÿ Y3:4+<+6\B ÿ 2345-+6 ÿ ÿÿÿÿÿÿÿÿÿÿÿÿ _àbcdeÿghÿij̀jdekÿlmnopÿqorstÿuvwoxÿsyz {|ow}~oÿnwoÿxonzoyÿpÿnÿsysrooy ÿÿwÿ FÿX-,;ÿ9=3,+ÿ<3O+BÿFF oxnznsykÿzsmÿ onwyx}w~yw ÿÿ ¡¢ÿÿ£ _ ÿ ÿ ¤ÿ2 21& ¥ÿ0"ÿ8% 6ÿ¦§ÿ̈269ÿ525'9© DD7 ªÿ¤ÿÿ««¤¦§ÿ645ÿ¬¬04 62ÿ®ÿÿ̄ 95 ÿ8 ' 9'9© GDE7 ªÿÿÿÿ§2°ÿ8''ÿ̄ ±5'9© ²²7 ªÿ³ÿÿ¦§ÿ645ÿ5 ÿ́©ÿµ ©24 ÿ'9© DE7 ªÿÿÿ8''525ÿ©6ÿ§2°& ÿ¶¥ÿ8''6 9'9© DE7 ªÿÿÿ8''525ÿ©6ÿ§2°& ÿ¶ÿ̄ ± 9'9© E·7 5;;T,I̧¸*-36>.99.6+>49*¸*-36̧=F̧¸¼3]½-(FAA²·QG4¾O3+M½T;¾,+-<45½-66¾T+<*;53A½;5<+-A¹WI(·F(FEH·H·²E²(¿HHD¾,3*T6½*,.¹WI(·F(FEH·H·²E²(¿HÀ (Ȩ 47789ÿ8;$ÿ<= >?@?AÿBCÿDEFGBH@ÿ=@FIÿJÿK@LAÿMBNÿ8$8J$$ÿOHPFHAAEAQÿ>?ERS?REAL9ÿTHSNULÿVEF??AHÿDHLWAEÿ?BÿKF?@?FBHÿ@Received H6/5/2024 QÿKBXYI@FH? 01ÿ3ÿ4ÿ566789 8 ÿÿ ÿ5666 Legal Department

01ÿÿ4ÿ 9ÿ 977ÿ9 !6 "#$ 01ÿ%ÿ4ÿ&'&(4'(4)'ÿ5*ÿ0 876 +# 01ÿ,ÿ4ÿ-ÿ !.98 ÿ/ 89ÿÿ0.7ÿ ÿ18ÿ2 ÿ ÿ3.667 ÿ()&&(6 4 01ÿ)'ÿ4ÿ&'&(4'(4&5ÿ032ÿ ÿ-ÿÿ0898 98!6 +$6 01ÿ))ÿ4ÿ&'&(4'4')ÿ032ÿ ÿ-ÿÿ898 98!6 +4#

Z??YL;77X@FINPBBPIANSBX7X@FI7R7$7[F\]@6$QQ^+_S`aFAW]Y?`LA@ESZ]@IÌYAEX?ZFQ]?ZEA@QJC;6+$6$84+4+^8^6"#44`LFXYI]XLPJC;6+$6$84+4+^8^6"#4b 878 Received 6/5/2024 Legal Department

REGISTRAR OF CONTRACTORS OF THE STATE OF ARIZONA JP CONSTRUCTION & ESTIMATING SERVICES, LLC, Case No.: 2024-04005 Complainant, vs. Written Answer to Citation and ENGINEERED STRUCTURES, INC. Complaint

License No. ROC 132139, Respondent.

WRITTEN ANSWER TO CITATION AND COMPLAINT Respondent Engineered Structures, Inc. (“ESI”) hereby answers Complainant JP

Construction & Estimating Services, LLC’s (“JP”) Complaint, and the Registrar of Contractors

of The State of Arizona’s (“Registrar”) Citation, as follows.1

I. Introduction The parties’ dispute in this matter far exceeds that of a simple prompt payment question. As presented below, JP failed to follow plans, specifications, and building code to such a degree that nearly all of its work had to be removed and replaced by third parties. ESI’s damages to

1 ESI respectfully files its Answer on its own behalf as permitted by A.R.S. § 32-1156. ESI is in the process of engaging local counsel who, once engaged, will timely file Notice of Appearance and represent ESI as counsel at any subsequent hearing.

Received 6/5/2024 Legal Department

remove and replace the defective work, to repurchase supplies from JP’s material suppliers (materials for which ESI had already tendered payment to JP), and to complete the original scope work that JP abandoned…are likely to exceed $1,100,000. It is axiomatic to say that deficient work neither creates a right to payment for the performer, nor an obligation to pay by the recipient. Arizona law is consistent with that axiom.

A subcontractor’s right to prompt payment is preconditioned on the subcontractor having

“performed in accordance with the provisions of a construction contract….” Ariz. Rev. Stat.

Ann. § 32-1183B. Payment shall not be required pursuant to this subsection unless the subcontractor or material supplier provides to the contractor or subcontractor a billing or invoice for the work performed or material supplied in accordance with the terms of the construction contract between the parties.

Id., emphasis added. Moreover, the right of prompt payment is subject to following statutory withholding provisions: Nothing in this section prevents the contractor or subcontractor, at the time of application or certification to the owner or contractor, from withholding such application or certification to the owner or contractor for payment to the subcontractor or material supplier for any of the following reasons: 1. Unsatisfactory job progress. 2. Defective construction work or materials not remedied. 3. Disputed work or materials. 4. Failure to comply with other material provisions of the construction contract. 5. Third-party claims filed or reasonable evidence that a claim will be filed. 6. Failure of the subcontractor to make timely payments for labor, equipment and materials. 7. Damage to a contractor or another subcontractor or material supplier. 8. Reasonable evidence that the subcontract cannot be completed for the unpaid balance of the subcontract sum. 9. The owner has withheld retention from the contractor, in which case the amount of the retention withholding by the contractor shall not exceed the actual amount of the retention retained by the owner pertaining to the subcontractor's work. Ariz. Rev. Stat. Ann. § 32-1183C.

Received 6/5/2024 Legal Department

II. The Charging Allegations The Citation sets forth the following singular charge: 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. Citation; p. 1:24-26, p. 2:1-4. No factual allegations are set forth in the Citation. JP’s underlying complaint alleged the following facts and no others: Original Progress Payment Application #6 for current labor, materials and equipment. Rejected and requested revisions. Second Progress Payment Application #6 as requested. Change Order Work Completed and Installed. COR – Bulletin No. 2 (CO #4), Bulletin No. 3 (CO #7) Submitted and Rejected on the Payment Due Date.

As set forth below, ESI denies the allegations of the Citation and the Complaint. There are no set of facts upon which JP could be entitled to payment for faulty work, work not performed, materials ordered for other sites, overbilled materials, and/or materials that were never delivered to the project. III. Relevant Background Facts

ESI contracted with Smith’s Food & Drug Centers, Inc. dba Fry’s Food Stores for the

ground up construction of a new Fry’s Food Stores located at 3490 S. Power Rd., Gilbert,

Arizona 85212 (the “Project”). ESI is properly licensed to perform the work and maintains a valid license as a B-1 General Commercial Contactor, License No.: ROC 132139. Through Subcontract Agreement dated June 8, 2023, ESI engaged JP to complete plumbing installation (including the associated excavation, bedding, backfill and compaction) at

the Project for the total sum of $468,300, subject to additions and deletion. Exhibit 1. JP’s work

was to be completed pursuant to plans, specifications, and applicable Arizona building codes. Id.

Received 6/5/2024 Legal Department

From the outset, JP struggled to perform as promised. Initially, there was a slight delay in the issuance of permits which led to a corresponding delay in the start of work. JP used that opportunity to refuse to perform its work unless additional payment was made to JP. To protect the project, ESI agreed to make that payment. Although JP did start work, it was not long before problems with that work were discovered.

JP’s first major departure from the Plans and Specs involved the installation of cellular

core pipe instead of the contractually required ABS Pipe, Schedule 40, solid wall. JP’s error

resulted in a notice of default on February 14, 2024. JP had no legal defense to the clear error and, ultimately, agreed to provide a 2-year extended warranty on the incorrect underground plumbing. It was not long after JP’s first event of default that additional errors were discovered with JP’s payment applications and performance of work. Those errors directly relate to the

allegations before this tribunal.

Payment Application #6

JP first created its Application for Payment #6 (“APP 6”) through the GCPAY system March 21, 2024 (Complaint; p. 42). APP 6 was formally submitted for review on March 22, 2024 (Complaint; p. 42). Within eight days thereafter, on April 2, 2024, ESI properly and formally rejected APP 6 because JP was attempting to bill for work that it had not yet performed (inflated percentages of completion). (Complaint; p. 41; Exhibit 2). JP did not dispute that fact.

Received 6/5/2024 Legal Department

Exhibit 2.

On April 3, 2024, JP resubmitted APP 6 but had not cured the issues with its percentages

of completion. (Complaint; p. 41). Again, ESI promptly and properly rejected the application. (Id.) Additionally, ESI became aware that JP had improperly performed drain installations which necessitated another Notice of Default. By notice dated April 5, 2024, ESI advised JP of the incorrect installation and preserved its rights accordingly. (Exhibit 3).

Received 6/5/2024 Legal Department

Exhibit 3. ESI formally rejected APP 6 as reflected by the project audit trail. (Complaint; p. 41). On April 10, 2024, a proposed drain fix was agreed upon (but not yet completed) and ESI approved the revised JP APP 6. (Exhibit 4; Complaint; p. 41). Shortly thereafter, substantial additional issues were discovered that rendered JP’s approved APP 6 invalid. First, JP refused to provide unconditional progress waivers for the material suppliers JP

used and billed for as part of JP’s Application for Payment #5 (APP 5). JP contends, through its

counsel, that ESI improperly requested unconditional waivers as part of APP 6 (for payments

made to its material supplier, Hajoca, as part of Application for Payment #5 (“APP 5”)) because, according to JP, its APP 5 did not bill for materials. That position is not consistent with the project documentation submitted by JP. Rejected Application for Payment #5 (“RejApp 5”) dated 2/28/24 (Exhibit 5) and revised and Approved Application for Payment #5 (“ApprApp 5”) dated 3/05/24 (Exhibit 6) clarify that

JP revised its Application for Payment to remove its own labor, not to alter the materials or

equipment for which it was billing.

Exhibit 5.

Received 6/5/2024 Legal Department

Exhibit 6.

ESI fully paid JP for its payment applications through ApprApp 5. In several instances,

ESI did so through joint check to JP and its suppliers. (Exhibit 7). Inexplicably, JP unilaterally

deposited those joint checks but then refused to provide any proof that it had tendered the required corresponding payments to its suppliers. Id. Concurrently, JP’s supplier (Hajoca), contacted ESI and indicated it was owed approximately $160,000 for materials purportedly2 supplied to the Project for which Hajoca had not received payment from JP. Hajoca’s claim is concerning because JP had already received payment specifically for materials in the amount of

$120,914 (less retention) on a total contract amount (for materials) of $194,997. (Exhibit 6, p.

2). Upon receiving notice of the aforementioned issues, JP took the position that it would no longer receive checks for payment and that it would only accept wired or ACH funds (despite the parties’ contractually agreed upon method of payment). (Exhibit 8). Moreover, JP unequivocally indicated it would not return to the Project absent payment in the manner and

By email dated April 23, 2024, JP’s counsel has represented that Hajoca delivered and invoiced for materials unrelated to the Project and also overbilled for other materials.

Received 6/5/2024 Legal Department

form that it was demanding.3 Shortly thereafter, JP indicated it was abandoning the Project. Because JP had no legal or contractual right to such self-help, ESI provided JP with Notice of Default and Intent to Supplement. (Exhibit 9). Defective, Deficient and Uncompleted Scope ESI has, since JP’s default and abandonment of the Project, discovered and documented

profound deficiencies in JP’s work which have led to extensive rework, financial loss, and

schedule impact to the Project. These deficiencies include incorrect installations and deviations

from the plans and specifications, both of which compromise the integrity and functionality of the plumbing. While ESI understands that the specific matter (an expedited prompt payment hearing4) before the Registrar may not be the appropriate venue for determining sufficiency of work, the sufficiency of work performed is certainly relevant to JP’s claim of entitlement to payment and ESI’s defense thereof. Again, deficient work neither creates a right to payment for

the performer, nor an obligation to pay by the recipient. Stated another way, payment for

deficient work is not “due.”

Through email dated April 23, 2024, ESI provided JP with notice of the multitude of deficiencies that had been discovered as of that date. (Exhibit 10). Several days later, on May 1, 2024, JP and ESI walked the Project to review additional deficiencies that had been discovered. (Exhibit 11). Partway through the Project walk, JP indicated that it was done reviewing the deficiencies and that it was leaving the site. ESI’s review of the deficiencies continued and

resulted in the following discoveries by area:

• Starbucks o Cleanouts were not installed or laid out per plan. o Underground routing was not per plan.

3 “Abandonment of a contract or refusal to perform after submitting a bid on work without legal excuse for the abandonment or refusal” is unlawful. Ariz. Rev. Stat. Ann. §32-1154A.1. 4 ESI intends to file a complaint in Court to recover the substantial damages resulting from JP’s numerous defaults.

Received 6/5/2024 Legal Department

• Front Restroom Area o Women’s restroom Toilet was laid out in the hallway. o There were missing vent/drain lines for the back-to-back lavatories. o Women’s restroom had a floor drain buried under the slab. o Line running into men’s restroom was tied into indirect waste line instead of sewer. o In-wall clean out installed half outside the wall. o There were missing cleanouts. o Main lines were not bedded properly. • Sushi o All underground in this area was routed into the grease line. Drawings call for it to have 2 lines running to grease: one to sewer, and one to indirect waste. • Murray’s Cheese o FCO’s not installed. o FCO’s installed are 2” despite plans calling for 4”. o FCO not connected to main line. • Deli / Bakery / Produce / Meat / Seafood o Multiple branch lines connected to wrong main lines. o No IW branch line ran to any of these locations. o Main lines have areas sloped wrong way. o Main line routing deviating from plans and ran under the Bakery department. o Multiple cleanouts missing. o Wrong floor drains installed in the produce and cooler/prep departments. o FD-7 drain called out to be installed into the IW main line but was installed in the GW main line. • Main Sewer / Grease / Indirect Waste Lines o Have significant bellies in the lines and have standing water. o FCO’s not installed per plan. • Grocery Freezer / Dairy Cooler o Lines have bellies. o FCO’s missing and not installed per plan. • Pharmacy / Electrical Room / Ice Machine Area o Toilets not installed in correct area. o Sink stubbed out of the wall. o 3 Missing FCO’s. o Missing P-Traps per plans and specs. • Grease Trap o Incorrect Grease interceptor was installed. o Additionally, unit was installed out of level leaving the inlet and outlet at the wrong elevations. o Had to get a variance approved thru the city and AOR to keep the grease interceptor and have a crane come pick it to install it correctly. • Freezer Section o Five Missing cleanouts and other not installed per the drawings. • Front of Grocery Freezer o Main line not installed per drawings. o Hub drains and floor drains not installed in correct locations.

Received 6/5/2024 Legal Department

o No P-Traps installed per drawings and code. Each of these deficiencies has been thoroughly documented through photographic and videographic means and will be presented as necessary at the hearing, and/or provided timely to the Registrar in advance of the hearing upon request. Each of these deficiencies reflect departure or disregard of:

Plans or specifications in any material respect that is prejudicial to another without consent of the owner or the owner's duly authorized representative and without the consent of the person entitled to have the particular construction project or operation completed in accordance with such plans and specifications and code. Ariz. Rev. Stat. Ann. § 32-1154A.2.(a). It would be illogical, at best, to conclude that payment could be “due”5 for an unlawful act. The right to payment presumes much more than simply asking to be paid…the work must be performed properly. IV. Conclusion

Based on the foregoing, ESI respectfully requests that the Registrar (1) dismiss the

Citation, with prejudice; and, (2) initiate complaint proceedings against JP Construction &

Estimating Services LLC for violations of Ariz. Rev. Stat. Ann. § 32-1154A.1-3, 5, 6, 10, and 12. Dated this 4th day of June, 2024.

Justin Parrish Vice President, Operations

5 As used in Ariz. Rev. Stat. Ann. §32-1154(A)(10).

Received 6/5/2024 Legal Department

Michael Kimmel

From: Derrick Tovey Sent: Wednesday, May 1, 2024 5:16 PM To: James Pauley; Tara Pauley Cc: Justin Parrish; Justin Shultz; Michael Papac; Eric Christiansen; Legal Dept Subject: FW: Updated List of Deficiencies for JP Plumbing Attachments: Murray's Cheese.jpg; Cheese Island Drain.jpg; Backfall Area 5.jpg; Area 5 Fry's 655.jpg; Area 5 GL Branch Line.jpg; Branch Line Area 5.jpg; P1.1a_ WASTE AND VENT PLAN - LEFT Rev.0 markup.pdf; P1.1b_ WASTE AND VENT PLAN - RIGHT Rev.0 markup.pdf

James,

Thank you for walking the site today with Eric and Tom to go thru our current ﬁndings. On site you noted to us you were never notiﬁed of the issues and that all work was installed per code. We have provided several emails and notiﬁcations of deﬁciencies and as noted in those emails and below the work is not installed in accordance with the contract documents. As we continue to work thru the deviations noted prior in this email thread, we continue to ﬁnd more extensive problems. To better explain this, I have broken out some areas showing more speciﬁc deviations with narrative below and attached the marked-up drawing labeling these areas. In addition to our previous ﬁndings, we have exposed branch lines that are not connected at all, branch lines sloping the wrong way under concrete, branch lines that are connected to the wrong mainlines, and main lines that are sloped the wrong way. With our current ﬁndings to verify the existing underground to date, we are assuming that a majority of the underground plumbing on this project needs to be removed and replaced. With the severity of the cost and schedule impacts for this project, we continue to supplement JPCES to remedy the deﬁcient work. With the lack of commitment from JPCES to return to the site to resolve the deﬁciencies noted in this email, as well as the prior notices, we are assuming that you have abandoned the project.

 Area#1 - Starbucks o Clean Out’s not installed or laid out per plan. o Underground routing not per plan. o This area has been replaced – See attached photos.

 Area #2 - Front Restroom Area o Women’s Restroom Toilet is laid out in the hallway. o Missing vent/drain lines for the back-to-back lavatories. o Women’s Restroom found a ﬂoor drain buried under the slab. o Line running into men’s rest room is tied into indirect waste line instead of sewer. o In wall clean out installed half outside the wall. o Clean out’s missing o Main lines not bedded properly.

 Area #3 – Sushi o All underground in this area was routed into the grease line. Drawings call for it to have 2 lines running to grease, 1 to sewer, and 1 to indirect waste.

 Area #4 - Murray’s Cheese o FCO’s not installed.  FCO’s installed are 2” and plans call for 4” o FCO not connected to main line. Received 6/5/2024 Legal Department

 Area #5 - Deli / Bakery / Produce / Meat / Seafood o Multiple branch lines connected to wrong main lines. o No IW branch line ran to any of these locations. o Main lines have areas sloped wrong way; photos of smart level attached. o Main line routing deviating from plans and ran under the Bakery department. o Multiple clean outs missing. o Wrong ﬂoor drains installed in the produce and cooler/prep departments. o FD-7 drain called out to be installed into the IW main line is installed in the GW main line.

Derrick Tovey, Project Manager o: 208.362.3040 c: 986.207.8352 3330 East Louise Drive, #300 Meridian, Idaho 83642 www.esiconstruc on.com

DEDICATED - DEPENDABLE - DYNAMIC

From: Derrick Tovey Sent: Tuesday, April 23, 2024 3:05 PM To: James Pauley <[email redacted]>; Kevin Estevez <[email redacted]> Cc: Tara Pauley <[email redacted]>; Justin Parrish <[email redacted]>; Justin Shultz <[email redacted]>; Michael Kimmel <[email redacted]>; Michael Papac <[email redacted]>; Angela Hermosillo <[email redacted]>; Matt Kirtley <[email redacted]> Subject: Updated List of Deficiencies for JP Plumbing Importance: High

James,

Attached is a marked-up drawing of plumbing Sheets P1.1A and 1.1B. The markup’s show numerous areas of missing items, underground that was not ran according to the drawings, bellied lines holding standing water, and clogged lines. Please note that this is what has been found to date and is not inclusive of the underground in its entirety. Currently, we are supplementing JPCES Construction with a plumbing crew to resolve these deﬁciencies and will keep supplementation ongoing until we are on schedule at the cost of JPCES Construction. Additionally, prior to removing material, please provide an accounting of material delivered thru Pay Application #5, including supporting invoices from suppliers. Material not paid for will be released in the presence of ESI supervision.

 Between Grid lines A and B o We have lines with standing water. o Missing and buried Cleanouts o toilet roughed in that was installed outside of the bathroom in the adjacent hallway. o Missing Lav stub ups  Between Grid Lines B & C o Missing Clean Outs o Underground Lines not laid out and installed per plans. Received 6/5/2024 Legal Department o Line Filled with dirt and clogged.  Between Grid Line C & D o Missing Clean Outs o Underground lines not laid out and installed per plans.  Between Grid Line D & E o Vents installed in wrong location in way of cooler box. o Missing Clean out o Outstanding ﬁx for incorrect drains needs to be cored and replaced. o Floor drains in wrong locations.  Between Grid Line E & F o Missing Cleanouts o Sewer Line has standing water. o Underground Lines not laid out per plans. o Cleanout installed inside produce cooler pad.

To maintain our critical path schedule we will continue our supplementation e orts until JPCES is back on site to take over correcting deﬁciencies and get back on schedule.

Please respond by 10am tomorrow 4/24/24 with a date your crew will be back on site.

Derrick Tovey, Project Manager o: 208.362.3040 c: 986.207.8352 3330 East Louise Drive, #300 Meridian, Idaho 83642 www.esiconstruc on.com

DEDICATED - DEPENDABLE - DYNAMIC

Received 6/5/2024 Legal Department

Michael Kimmel

From: Derrick Tovey Sent: Tuesday, April 23, 2024 3:05 PM To: James Pauley; Kevin Estevez Cc: Tara Pauley; Justin Parrish; Justin Shultz; Michael Kimmel; Michael Papac; Angela Hermosillo; Matt Kirtley Subject: Updated List of Deficiencies for JP Plumbing Attachments: P1.1a_ WASTE AND VENT PLAN - LEFT Rev.0 markup.pdf; P1.1b_ WASTE AND VENT PLAN - RIGHT Rev.0 markup.pdf

Importance: High

James,

 Between Grid lines A and B o We have lines with standing water. o Missing and buried Cleanouts o toilet roughed in that was installed outside of the bathroom in the adjacent hallway. o Missing Lav stub ups  Between Grid Lines B & C o Missing Clean Outs o Underground Lines not laid out and installed per plans. o Line Filled with dirt and clogged.  Between Grid Line C & D o Missing Clean Outs o Underground lines not laid out and installed per plans.  Between Grid Line D & E o Vents installed in wrong location in way of cooler box. o Missing Clean out o Outstanding ﬁx for incorrect drains needs to be cored and replaced. o Floor drains in wrong locations.  Between Grid Line E & F o Missing Cleanouts o Sewer Line has standing water. o Underground Lines not laid out per plans. o Cleanout installed inside produce cooler pad.

To maintain our critical path schedule we will continue our supplementation e orts until JPCES is back on site to take over correcting deﬁciencies and get back on schedule. Received 6/5/2024 Legal Department

Please respond by 10am tomorrow 4/24/24 with a date your crew will be back on site.

Derrick Tovey, Project Manager o: 208.362.3040 c: 986.207.8352 3330 East Louise Drive, #300 Meridian, Idaho 83642 www.esiconstruc on.com

DEDICATED - DEPENDABLE - DYNAMIC

Received 6/5/2024 Legal Department Received 6/5/2024 Legal Department

Michael Kimmel

Thank you,

Derrick Tovey, Project Manager o: 208.362.3040 c: 986.207.8352 3330 East Louise Drive, #300 Meridian, Idaho 83642 www.esiconstruc on.com

DEDICATED - DEPENDABLE - DYNAMIC

External Source. Please use caution.

ESI is in default for non-payment as of Friday, April 5, 2024.

Thank you, James Pauley

Sent from my iPhone

On Apr 10, 2024, at 12:16 PM, Derrick Tovey <[email redacted]> wrote:

Received 6/5/2024 Legal Department

Good afternoon James,

With this being approved, please move forward on the remaining fixes in this area. Your pay revised application #6 is approved and will update you with a tracking number once the check is mailed.

Derrick Tovey, Project Manager o: 208.362.3040 c: 986.207.8352 3330 East Louise Drive, #300 Meridian, Idaho 83642 www.esiconstruction.com

DEDICATED - DEPENDABLE - DYNAMIC

James,

See attached notice of default regarding the floor drains on Fry’s 655. Due to this, we are rejecting your current pay application until this issue is resolved.

Thank you,

Derrick Tovey, Project Manager o: 208.362.3040 c: 986.207.8352 3330 East Louise Drive, #300 Meridian, Idaho 83642 www.esiconstruction.com

DEDICATED - DEPENDABLE - DYNAMIC

Received 6/5/2024 Legal Department Received 6/5/2024 Legal Department Received 6/5/2024 Legal Department

APPLICATION FOR PAYMENT To: Engineered Structures, Inc. Project: Fry's #655 - Gilbert, AZ Application No.: 5 3330 E Louise Drive Ste 300 Period To: 02/29/24 Meridian, ID 83642 Application Date: 02/21/24 From: JP Construction & Estimating Services, LLC Project No.: N088- P.O. Box 1935 Contract Date: 06/08/23 Queen Creek , AZ 85142 Commitment: N088-15400 Contract For: N088-15400 - Plumbing

The undersigned Contractor certifies that to the best of the Contractor's knowledge, information and 1. ORIGINAL CONTRACT AMOUNT $468,300.00 belief the Work covered by ths Application for Payment has been completed in accordance with the 2. NET CHANGE BY CHANGE ORDERS $196,307.71 Contract Documents, that all amounts have been paid by the Contractor for Work for which previous Certificates for Payment were issued and payments received from the Owner, and that current 3. CONTRACT SUM TO DATE $664,607.71 payment shown herein is now due.

4. TOTAL COMPLETED AND STORED TO DATE $490,481.99 CONTRACTOR: (Column G) By: James Pauley Date: 03/05/24

5. RETAINAGE State Of:

10.00% of Completed Work $49,048.20 County Of:

(Columns D + E) Subscribed and sworn to before me this day of 10.00% of Stored Materials - Notary Public: (Columns F) My commission expires: Total Retainage $49,048.20 ARCHITECTS CERTIFICATE FOR PAYMENT (Line 5a + Line 5b OR Sum of Column I) In accordance with the Contract Documents, based on the on-site observations and the data 6. TOTAL EARNED LESS RETAINAGE $441,433.79 compromising this application, the Architect certifies to the owner that to the best of the Architects knowledge, information and belief the Work under the Architect's Contract has progressed as (Line 4 less Line 5 Total) indicated, the quality of Work is in accordance with the Contract Documents, and the Contractor is 7. LESS PRIOR CERTIFICATES FOR PAYMENT $409,933.79 entitled to payment of the AMOUNT CERTIFIED.

(Line 6 from prior Certificate) AMOUNT CERTIFIED $31,500.00 8. CURRENT PAYMENT DUE $31,500.00 (Attach explanation if amount certified differs from the amount applied for. Initial all figures on the Application for Payment and on the Continuation sheet that are changes to conform to the amount 9. BALANCE TO FINISH, INCLUDING RETAINAGE $223,173.92 certified.)

(Line 3 less Line 6) ARCHITECT: CHANGE ORDER SUMMARY ADDITIONS DEDUCTIONS By: Date:

Total changes approved in previous months $196,307.71 $0.00 The Certificate is not negotiable. The AMOUNT CERTIFIED is payable only to the Contractor named herein. Issuance, payment and acceptance of payment are without prejudice to any rights of the Owner or Contractor under this Contract. Total approved this month $0.00 $0.00 TOTALS $196,307.71 $0.00 NET CHANGES by Change Orders $196,307.71

Received 6/5/2024 Legal Department CONTINUATION SHEET APPLICATION AND CERTIFICATION FOR PAYMENT, APPLICATION NO.: 5 containing Contractor's signed Certification is attached. In tabulations below, amounts are stated to the nearest dollar. APPLICATION DATE: 02/21/24 PERIOD TO: 02/29/24 JP Construction & Estimating Services, LLC PROJECT NO.: N088-

Labor $215,803.00 $131,232.94 - - $131,232.94 60.81% $84,570.06 $13,123.29 Materials $194,997.00 $120,914.00 $14,000.00 - $134,914.00 69.19% $60,083.00 $13,491.40 Equipment $57,500.00 $35,250.00 $7,000.00 - $42,250.00 73.48% $15,250.00 $4,225.00 Plumbing Hookup Jobsite Trailer (CO #1) $1,177.06 $1,177.06 - - $1,177.06 100.00% - $117.71 Sub CO 4 - Material Cost Increase (CO #2) $9,597.04 $9,597.04 - - $9,597.04 100.00% - $959.70 Start Delays (CO #3) $74,682.26 $74,682.26 - - $74,682.26 100.00% - $7,468.23 Bulletin No. 1 (CO #3) $2,765.75 $2,765.75 - - $2,765.75 100.00% - $276.58 JP Plumbing COR - Bulletin No. 2 (CO #4) $94,064.28 $65,841.62 $14,000.00 - $79,841.62 84.88% $14,222.66 $7,984.16 Delay Change Order Remaining Cost (CO #5) $3,939.73 $3,939.73 - - $3,939.73 100.00% - $393.97 Sub COR 5 - Layout Rework (CO #6) $10,081.59 $10,081.59 - - $10,081.59 100.00% - $1,008.16 PAYMENT TOTALS $664,607.71 $455,481.99 $35,000.00 - $490,481.99 73.80% $174,125.72 $49,048.20

Received 6/5/2024 Legal Department

Audit Trail Project: Fry's #655 - Gilbert, AZ ( N088-) From: JP Construction & Estimating Services, LLC

Date User Company Event 04/09/24 22:04 GMT Katie Gerasimas Engineered Katie Gerasimas approved Lien Waiver 'Unconditional Progress Waiver (Kroger).pdf' for Application For Payment #5 for JP Structures, Inc. Construction & Estimating Services, LLC 03/22/24 18:03 GMT James Pauley JP James Pauley uploaded Lien Waiver 'Unconditional Progress Waiver (Kroger).pdf' for Application For Payment #5 for JP Construction & Construction & Estimating Services, LLC Estimating Services, LLC 03/21/24 19:16 GMT James Pauley JP James Pauley signed Lien Waiver 'Unconditional Progress Waiver Arizona.pdf' for Application For Payment #5 for JP Construction & Construction & Estimating Services, LLC Estimating Services, LLC 03/18/24 14:42 GMT Accounts (DO NOT Engineered Accounts (DO NOT TOUCH, THIS IS USED FOR SYNCS) Payable sent Lien Waiver 'Unconditional Progress Waiver (Kroger). TOUCH, THIS IS USED Structures, Inc. pdf' for Application For Payment #5 for JP Construction & Estimating Services, LLC FOR SYNCS) Payable 03/18/24 14:42 GMT Accounts (DO NOT Engineered Accounts (DO NOT TOUCH, THIS IS USED FOR SYNCS) Payable sent Lien Waiver 'Unconditional Progress Waiver Arizona. TOUCH, THIS IS USED Structures, Inc. pdf' for Application For Payment #5 for JP Construction & Estimating Services, LLC FOR SYNCS) Payable 03/14/24 19:31 GMT Katie Gerasimas Engineered Katie Gerasimas approved Lien Waiver 'Subcontractor's Progress Affidavit (Kroger).pdf' for Application For Payment #5 for JP Structures, Inc. Construction & Estimating Services, LLC 03/14/24 19:30 GMT Katie Gerasimas Engineered Katie Gerasimas approved Lien Waiver 'Conditional Progress Waiver (Kroger).pdf' for Application For Payment #5 for JP Structures, Inc. Construction & Estimating Services, LLC 03/07/24 14:59 GMT Derrick Tovey Engineered Derrick Tovey approved Application For Payment #5 for JP Construction & Estimating Services, LLC Structures, Inc. 03/05/24 21:49 GMT James Pauley JP James Pauley submitted Application For Payment #5 for JP Construction & Estimating Services, LLC Construction & Estimating Services, LLC 03/05/24 21:48 GMT James Pauley JP James Pauley uploaded Lien Waiver 'Subcontractor's Progress Affidavit (Kroger).pdf' for Application For Payment #5 for JP Construction & Construction & Estimating Services, LLC Estimating Services, LLC 03/05/24 21:43 GMT James Pauley JP James Pauley uploaded Lien Waiver 'Conditional Progress Waiver (Kroger).pdf' for Application For Payment #5 for JP Construction & Construction & Estimating Services, LLC Estimating Services, LLC 03/05/24 21:28 GMT James Pauley JP James Pauley signed Lien Waiver 'Conditional Progress Waiver Arizona.pdf' for Application For Payment #5 for JP Construction & Construction & Estimating Services, LLC Estimating Services, LLC 03/05/24 21:13 GMT Derrick Tovey Engineered Derrick Tovey rejected Application For Payment #5 for JP Construction & Estimating Services, LLC Structures, Inc. Comment: Per our phone call today please revise your billing and waivers to reflect the lower amount discussed. 03/05/24 21:12 GMT Katie Gerasimas Engineered Katie Gerasimas rejected Lien Waiver 'Conditional Progress Waiver (Kroger).pdf' for Application For Payment #5 for JP Structures, Inc. Construction & Estimating Services, LLC

Received 6/5/2024 Legal Department Date User Company Event Comment: Update Progress Billing Amount. 03/05/24 21:12 GMT Katie Gerasimas Engineered Katie Gerasimas rejected Lien Waiver 'Subcontractor's Progress Affidavit (Kroger).pdf' for Application For Payment #5 for JP Structures, Inc. Construction & Estimating Services, LLC Comment: Update Billing Amount 02/28/24 18:18 GMT James Pauley JP James Pauley submitted Application For Payment #5 for JP Construction & Estimating Services, LLC Construction & Estimating Services, LLC 02/28/24 18:18 GMT James Pauley JP James Pauley uploaded Lien Waiver 'Subcontractor's Progress Affidavit (Kroger).pdf' for Application For Payment #5 for JP Construction & Construction & Estimating Services, LLC Estimating Services, LLC 02/28/24 18:18 GMT James Pauley JP James Pauley uploaded Lien Waiver 'Conditional Progress Waiver (Kroger).pdf' for Application For Payment #5 for JP Construction & Construction & Estimating Services, LLC Estimating Services, LLC 02/28/24 18:18 GMT James Pauley JP James Pauley signed Lien Waiver 'Conditional Progress Waiver Arizona.pdf' for Application For Payment #5 for JP Construction & Construction & Estimating Services, LLC Estimating Services, LLC 02/28/24 18:17 GMT James Pauley JP James Pauley uploaded Lien Waiver 'Subcontractor's Progress Affidavit (Kroger).pdf' for Application For Payment #5 for JP Construction & Construction & Estimating Services, LLC Estimating Services, LLC 02/28/24 18:15 GMT James Pauley JP James Pauley uploaded Lien Waiver 'Conditional Progress Waiver (Kroger).pdf' for Application For Payment #5 for JP Construction & Construction & Estimating Services, LLC Estimating Services, LLC 02/23/24 23:40 GMT Katie Gerasimas Engineered Katie Gerasimas resent Lien Waiver 'Subcontractor's Progress Affidavit (Kroger).pdf' for Application For Payment #5 for JP Structures, Inc. Construction & Estimating Services, LLC 02/23/24 23:40 GMT Katie Gerasimas Engineered Katie Gerasimas resent Lien Waiver 'Conditional Progress Waiver (Kroger).pdf' for Application For Payment #5 for JP Structures, Inc. Construction & Estimating Services, LLC 02/21/24 23:24 GMT James Pauley JP James Pauley signed Lien Waiver 'Conditional Progress Waiver Arizona.pdf' for Application For Payment #5 for JP Construction & Construction & Estimating Services, LLC Estimating Services, LLC 02/21/24 23:24 GMT James Pauley JP Marked off checklist item 'Any request for off-site stored materials must have the following items attached: 1. An invoice for Construction & materials indicating the type and quantity of materials stored and must reference the Project. ' on Application For Payment #5 Estimating for JP Construction & Estimating Services, LLC Services, LLC 02/21/24 23:24 GMT James Pauley JP Marked off checklist item 'Any request for off-site stored materials must have the following items attached: 2. Proof of Construction & insurance listing Owner and Engineered Structures, Inc as "Additional Insured" address of the facility where the material is Estimating stored.' on Application For Payment #5 for JP Construction & Estimating Services, LLC Services, LLC 02/21/24 23:24 GMT James Pauley JP Marked off checklist item 'Any request for off-site stored materials must have the following items attached: 3. Pictures of stored Construction & materials' on Application For Payment #5 for JP Construction & Estimating Services, LLC Estimating Services, LLC 02/21/24 23:24 GMT James Pauley JP Marked off checklist item 'Report total ON-SITE man hours, including any ON-SITE sub-subcontracted man hours when Construction & submitting. Offsite fabrication, office, etc. hours should be excluded.' on Application For Payment #5 for JP Construction &

Received 6/5/2024 Legal Department Date User Company Event Estimating Estimating Services, LLC Services, LLC 02/21/24 23:14 GMT James Pauley JP James Pauley created Application For Payment #5 for JP Construction & Estimating Services, LLC Construction & Estimating Services, LLC

Received 6/5/2024 Legal Department

The undersigned Contractor certifies that to the best of the Contractor's knowledge, information and 1. ORIGINAL CONTRACT AMOUNT $468,300.00 belief the Work covered by ths Application for Payment has been completed in accordance with the 2. NET CHANGE BY CHANGE ORDERS $196,307.71 Contract Documents, that all amounts have been paid by the Contractor for Work for which previous Certificates for Payment were issued and payments received from the Owner, and that current 3. CONTRACT SUM TO DATE $664,607.71 payment shown herein is now due.

4. TOTAL COMPLETED AND STORED TO DATE $510,671.99 CONTRACTOR: (Column G) By: James Pauley Date: 02/28/24

5. RETAINAGE State Of:

10.00% of Completed Work $51,067.20 County Of:

(Columns D + E) Subscribed and sworn to before me this day of 10.00% of Stored Materials - Notary Public: (Columns F) My commission expires: Total Retainage $51,067.20 ARCHITECTS CERTIFICATE FOR PAYMENT (Line 5a + Line 5b OR Sum of Column I) In accordance with the Contract Documents, based on the on-site observations and the data 6. TOTAL EARNED LESS RETAINAGE $459,604.79 compromising this application, the Architect certifies to the owner that to the best of the Architects knowledge, information and belief the Work under the Architect's Contract has progressed as (Line 4 less Line 5 Total) indicated, the quality of Work is in accordance with the Contract Documents, and the Contractor is 7. LESS PRIOR CERTIFICATES FOR PAYMENT $409,933.79 entitled to payment of the AMOUNT CERTIFIED.

(Line 6 from prior Certificate) AMOUNT CERTIFIED $49,671.00 8. CURRENT PAYMENT DUE $49,671.00 (Attach explanation if amount certified differs from the amount applied for. Initial all figures on the Application for Payment and on the Continuation sheet that are changes to conform to the amount 9. BALANCE TO FINISH, INCLUDING RETAINAGE $205,002.92 certified.)

(Line 3 less Line 6) ARCHITECT: CHANGE ORDER SUMMARY ADDITIONS DEDUCTIONS By: Date:

Total changes approved in previous months $196,307.71 $0.00 The Certificate is not negotiable. The AMOUNT CERTIFIED is payable only to the Contractor named herein. Issuance, payment and acceptance of payment are without prejudice to any rights of the Owner or Contractor under this Contract. Total approved this month $0.00 $0.00 TOTALS $196,307.71 $0.00 NET CHANGES by Change Orders $196,307.71

Labor $215,803.00 $131,232.94 $20,190.00 - $151,422.94 70.17% $64,380.06 $15,142.29 Materials $194,997.00 $120,914.00 $14,000.00 - $134,914.00 69.19% $60,083.00 $13,491.40 Equipment $57,500.00 $35,250.00 $7,000.00 - $42,250.00 73.48% $15,250.00 $4,225.00 Plumbing Hookup Jobsite Trailer (CO #1) $1,177.06 $1,177.06 - - $1,177.06 100.00% - $117.71 Sub CO 4 - Material Cost Increase (CO #2) $9,597.04 $9,597.04 - - $9,597.04 100.00% - $959.70 Start Delays (CO #3) $74,682.26 $74,682.26 - - $74,682.26 100.00% - $7,468.23 Bulletin No. 1 (CO #3) $2,765.75 $2,765.75 - - $2,765.75 100.00% - $276.58 JP Plumbing COR - Bulletin No. 2 (CO #4) $94,064.28 $65,841.62 $14,000.00 - $79,841.62 84.88% $14,222.66 $7,984.16 Delay Change Order Remaining Cost (CO #5) $3,939.73 $3,939.73 - - $3,939.73 100.00% - $393.97 Sub COR 5 - Layout Rework (CO #6) $10,081.59 $10,081.59 - - $10,081.59 100.00% - $1,008.16 PAYMENT TOTALS $664,607.71 $455,481.99 $55,190.00 - $510,671.99 76.84% $153,935.72 $51,067.20

Received 6/5/2024 Legal Department

Audit Trail Project: Fry's #655 - Gilbert, AZ ( N088-) From: JP Construction & Estimating Services, LLC

Date User Company Event 03/05/24 21:13 GMT Derrick Engineered Derrick Tovey rejected Application For Payment #5 for JP Construction & Estimating Services, LLC Tovey Structures, Inc. Comment: Per our phone call today please revise your billing and waivers to reflect the lower amount discussed. 03/05/24 21:12 GMT Katie Engineered Katie Gerasimas rejected Lien Waiver 'Conditional Progress Waiver (Kroger).pdf' for Application For Payment #5 for JP Construction & Gerasimas Structures, Inc. Estimating Services, LLC Comment: Update Progress Billing Amount. 03/05/24 21:12 GMT Katie Engineered Katie Gerasimas rejected Lien Waiver 'Subcontractor's Progress Affidavit (Kroger).pdf' for Application For Payment #5 for JP Construction Gerasimas Structures, Inc. & Estimating Services, LLC Comment: Update Billing Amount 02/28/24 18:18 GMT James JP Construction James Pauley submitted Application For Payment #5 for JP Construction & Estimating Services, LLC Pauley & Estimating Services, LLC 02/28/24 18:18 GMT James JP Construction James Pauley uploaded Lien Waiver 'Subcontractor's Progress Affidavit (Kroger).pdf' for Application For Payment #5 for JP Construction & Pauley & Estimating Estimating Services, LLC Services, LLC 02/28/24 18:18 GMT James JP Construction James Pauley uploaded Lien Waiver 'Conditional Progress Waiver (Kroger).pdf' for Application For Payment #5 for JP Construction & Pauley & Estimating Estimating Services, LLC Services, LLC 02/28/24 18:18 GMT James JP Construction James Pauley signed Lien Waiver 'Conditional Progress Waiver Arizona.pdf' for Application For Payment #5 for JP Construction & Pauley & Estimating Estimating Services, LLC Services, LLC 02/28/24 18:17 GMT James JP Construction James Pauley uploaded Lien Waiver 'Subcontractor's Progress Affidavit (Kroger).pdf' for Application For Payment #5 for JP Construction & Pauley & Estimating Estimating Services, LLC Services, LLC 02/28/24 18:15 GMT James JP Construction James Pauley uploaded Lien Waiver 'Conditional Progress Waiver (Kroger).pdf' for Application For Payment #5 for JP Construction & Pauley & Estimating Estimating Services, LLC Services, LLC 02/23/24 23:40 GMT Katie Engineered Katie Gerasimas resent Lien Waiver 'Subcontractor's Progress Affidavit (Kroger).pdf' for Application For Payment #5 for JP Construction & Gerasimas Structures, Inc. Estimating Services, LLC 02/23/24 23:40 GMT Katie Engineered Katie Gerasimas resent Lien Waiver 'Conditional Progress Waiver (Kroger).pdf' for Application For Payment #5 for JP Construction & Gerasimas Structures, Inc. Estimating Services, LLC 02/21/24 23:24 GMT James JP Construction James Pauley signed Lien Waiver 'Conditional Progress Waiver Arizona.pdf' for Application For Payment #5 for JP Construction & Pauley & Estimating Estimating Services, LLC Services, LLC 02/21/24 23:24 GMT James JP Construction Marked off checklist item 'Any request for off-site stored materials must have the following items attached: 1. An invoice for materials Pauley & Estimating indicating the type and quantity of materials stored and must reference the Project. ' on Application For Payment #5 for JP Construction & Services, LLC Estimating Services, LLC 02/21/24 23:24 GMT James JP Construction Marked off checklist item 'Any request for off-site stored materials must have the following items attached: 2. Proof of insurance listing Pauley & Estimating Owner and Engineered Structures, Inc as "Additional Insured" address of the facility where the material is stored.' on Application For Services, LLC Payment #5 for JP Construction & Estimating Services, LLC 02/21/24 23:24 GMT James JP Construction Marked off checklist item 'Any request for off-site stored materials must have the following items attached: 3. Pictures of stored materials' Pauley & Estimating on Application For Payment #5 for JP Construction & Estimating Services, LLC Services, LLC

Received 6/5/2024 Legal Department Date User Company Event 02/21/24 23:24 GMT James JP Construction Marked off checklist item 'Report total ON-SITE man hours, including any ON-SITE sub-subcontracted man hours when submitting. Offsite Pauley & Estimating fabrication, office, etc. hours should be excluded.' on Application For Payment #5 for JP Construction & Estimating Services, LLC Services, LLC 02/21/24 23:14 GMT James JP Construction James Pauley created Application For Payment #5 for JP Construction & Estimating Services, LLC Pauley & Estimating Services, LLC

Received 6/5/2024 Legal Department

4. TOTAL COMPLETED AND STORED TO DATE $572,011.24 CONTRACTOR: (Column G) By: James Pauley Date: 04/10/24

5. RETAINAGE State Of:

10.00% of Completed Work $57,201.13 County Of:

(Line 3 less Line 6) ARCHITECT: CHANGE ORDER SUMMARY ADDITIONS DEDUCTIONS By: Date:

Received 6/5/2024 Legal Department CONTINUATION SHEET APPLICATION AND CERTIFICATION FOR PAYMENT, APPLICATION NO.: 6 containing Contractor's signed Certification is attached. In tabulations below, amounts are stated to the nearest dollar. APPLICATION DATE: 03/21/24 PERIOD TO: 03/21/24 JP Construction & Estimating Services, LLC PROJECT NO.: N088-

Received 6/5/2024 Legal Department

Audit Trail Project: Fry's #655 - Gilbert, AZ ( N088-) From: JP Construction & Estimating Services, LLC

Date User Company Event 04/10/24 19:12 GMT Derrick Engineered Derrick Tovey approved Application For Payment #6 for JP Construction & Estimating Services, LLC Tovey Structures, Inc. Comment: Per owners approval of proposed floor drain fix, this billing is approved. 04/10/24 04:42 GMT James JP Construction James Pauley submitted Application For Payment #6 for JP Construction & Estimating Services, LLC Pauley & Estimating Services, LLC 04/10/24 04:42 GMT James JP Construction James Pauley uploaded Lien Waiver 'Conditional Progress Waiver (Kroger).pdf' for Application For Payment #6 for JP Construction & Pauley & Estimating Estimating Services, LLC Services, LLC 04/10/24 04:38 GMT James JP Construction James Pauley uploaded Lien Waiver 'Subcontractor's Progress Affidavit (Kroger).pdf' for Application For Payment #6 for JP Construction & Pauley & Estimating Estimating Services, LLC Services, LLC 04/10/24 04:34 GMT James JP Construction James Pauley uploaded Lien Waiver 'Conditional Progress Waiver Arizona.pdf' for Application For Payment #6 for JP Construction & Pauley & Estimating Estimating Services, LLC Services, LLC 04/05/24 22:42 GMT Derrick Engineered Derrick Tovey rejected Application For Payment #6 for JP Construction & Estimating Services, LLC Tovey Structures, Inc. Comment: Per Notice of Default Sent 4.5.24 this pay application is rejected. 04/04/24 17:31 GMT James JP Construction James Pauley submitted Application For Payment #6 for JP Construction & Estimating Services, LLC Pauley & Estimating Services, LLC 04/04/24 17:30 GMT James JP Construction James Pauley uploaded Lien Waiver 'Conditional Progress Waiver (Kroger).pdf' for Application For Payment #6 for JP Construction & Pauley & Estimating Estimating Services, LLC Services, LLC 04/04/24 17:29 GMT James JP Construction James Pauley uploaded Lien Waiver 'Subcontractor's Progress Affidavit (Kroger).pdf' for Application For Payment #6 for JP Construction & Pauley & Estimating Estimating Services, LLC Services, LLC 04/04/24 17:25 GMT James JP Construction James Pauley signed Lien Waiver 'Conditional Progress Waiver Arizona.pdf' for Application For Payment #6 for JP Construction & Estimating Pauley & Estimating Services, LLC Services, LLC 04/04/24 14:43 GMT Derrick Engineered Derrick Tovey rejected Application For Payment #6 for JP Construction & Estimating Services, LLC Tovey Structures, Inc. Comment: Please update the percentage on Bulletin #3 COR and resubmit. 04/03/24 00:35 GMT Tara JP Construction Tara Pauley submitted Application For Payment #6 for JP Construction & Estimating Services, LLC Pauley & Estimating Services, LLC 04/03/24 00:34 GMT Tara JP Construction Tara Pauley signed Lien Waiver 'Conditional Progress Waiver Arizona.pdf' for Application For Payment #6 for JP Construction & Estimating Pauley & Estimating Services, LLC Services, LLC 04/03/24 00:33 GMT Tara JP Construction Tara Pauley uploaded Lien Waiver 'Subcontractor's Progress Affidavit (Kroger).pdf' for Application For Payment #6 for JP Construction & Pauley & Estimating Estimating Services, LLC Services, LLC 04/03/24 00:33 GMT Tara JP Construction Tara Pauley uploaded Lien Waiver 'Conditional Progress Waiver (Kroger).pdf' for Application For Payment #6 for JP Construction & Estimating Pauley & Estimating Services, LLC Services, LLC

Received 6/5/2024 Legal Department Date User Company Event 04/02/24 23:34 GMT James JP Construction James Pauley signed Lien Waiver 'Conditional Progress Waiver Arizona.pdf' for Application For Payment #6 for JP Construction & Estimating Pauley & Estimating Services, LLC Services, LLC 04/02/24 18:53 GMT Derrick Engineered Derrick Tovey rejected Application For Payment #6 for JP Construction & Estimating Services, LLC Tovey Structures, Inc. Comment: Per our conversation, please revise and resubmit. 03/22/24 21:02 GMT James JP Construction James Pauley submitted Application For Payment #6 for JP Construction & Estimating Services, LLC Pauley & Estimating Services, LLC 03/22/24 18:01 GMT James JP Construction James Pauley uploaded Lien Waiver 'Subcontractor's Progress Affidavit (Kroger).pdf' for Application For Payment #6 for JP Construction & Pauley & Estimating Estimating Services, LLC Services, LLC 03/22/24 17:59 GMT James JP Construction James Pauley uploaded Lien Waiver 'Conditional Progress Waiver (Kroger).pdf' for Application For Payment #6 for JP Construction & Pauley & Estimating Estimating Services, LLC Services, LLC 03/21/24 19:12 GMT James JP Construction James Pauley signed Lien Waiver 'Conditional Progress Waiver Arizona.pdf' for Application For Payment #6 for JP Construction & Estimating Pauley & Estimating Services, LLC Services, LLC 03/21/24 19:12 GMT James JP Construction Marked off checklist item 'Any request for off-site stored materials must have the following items attached: 1. An invoice for materials indicating Pauley & Estimating the type and quantity of materials stored and must reference the Project. ' on Application For Payment #6 for JP Construction & Estimating Services, LLC Services, LLC 03/21/24 19:12 GMT James JP Construction Marked off checklist item 'Any request for off-site stored materials must have the following items attached: 2. Proof of insurance listing Owner Pauley & Estimating and Engineered Structures, Inc as "Additional Insured" address of the facility where the material is stored.' on Application For Payment #6 for Services, LLC JP Construction & Estimating Services, LLC 03/21/24 19:12 GMT James JP Construction Marked off checklist item 'Any request for off-site stored materials must have the following items attached: 3. Pictures of stored materials' on Pauley & Estimating Application For Payment #6 for JP Construction & Estimating Services, LLC Services, LLC 03/21/24 19:12 GMT James JP Construction Marked off checklist item 'Report total ON-SITE man hours, including any ON-SITE sub-subcontracted man hours when submitting. Offsite Pauley & Estimating fabrication, office, etc. hours should be excluded.' on Application For Payment #6 for JP Construction & Estimating Services, LLC Services, LLC 03/21/24 18:46 GMT James JP Construction James Pauley created Application For Payment #6 for JP Construction & Estimating Services, LLC Pauley & Estimating Services, LLC

Received 6/5/2024 Legal Department Received 6/5/2024 Legal Department

Michael Kimmel

Derrick Tovey, Project Manager o: 208.362.3040 c: 986.207.8352 3330 East Louise Drive, #300 Meridian, Idaho 83642 www.esiconstruc on.com

DEDICATED - DEPENDABLE - DYNAMIC

External Source. Please use caution.

Derrick, we need ESI to open the GCPAY APP #6 so we can make the changes. Sent from my iPad

On Apr 2, 2024, at 9:46 AM, Derrick Tovey <[email redacted]> wrote:

Good morning James,

Derrick Tovey, Project Manager o: 208.362.3040 c: 986.207.8352 3330 East Louise Drive, #300 Meridian, Idaho 83642 www.esiconstruc on.com

DEDICATED - DEPENDABLE - DYNAMIC

External Source. Please use caution.

Derrick,

To help protect y our priv acy , Microsoft O ffice prev ented automatic download of this picture from the Internet. Regards,

Received 6/5/2024 Legal Department James Pauley - Owner To help protect y ou r priv acy , Microsoft O ffice prev ented automatic download of this picture from the Internet. JP C onstructio n & E stimating Serv ices, LLC

JP Construction & Estimating Services, LLC mobile: (602) 552-9979 email: [email redacted] address: PO Box 1935 Queen Creek, AZ 85142 website: www.jpconstructionaz.com AZ ROC: 330141

JP,

Derrick Tovey, Project Manager o: 208.362.3040 c: 986.207.8352 3330 East Louise Drive, #300 Meridian, Idaho 83642 www.esiconstruction.com

DEDICATED - DEPENDABLE - DYNAMIC

Received 6/5/2024 Legal Department Received 6/5/2024 Legal Department Received 6/5/2024 Legal Department Received 6/5/2024 Legal Department Received 6/5/2024 Legal Department Received 6/5/2024 Legal Department Received 6/5/2024 Legal Department Received 6/5/2024 Legal Department Received 6/5/2024 Legal Department Received 6/5/2024 Legal Department Received 6/5/2024 Legal Department Received 6/5/2024 Legal Department Received 6/5/2024 Legal Department Received 6/5/2024 Legal Department Received 6/5/2024 Legal Department Received 6/5/2024 Legal Department Received 6/5/2024 Legal Department Received 6/5/2024 Legal Department Received 6/5/2024 Legal Department Received 6/5/2024 Legal Department Received 6/5/2024 Legal Department Received 6/5/2024 Legal Department Received 6/5/2024 Legal Department Received 6/5/2024 Legal Department Received 6/5/2024 Legal Department Received 6/5/2024 Legal Department Received 6/5/2024 Legal Department Received 6/5/2024 Legal Department Received 6/5/2024 Legal Department Received 6/5/2024 Legal Department Received 6/5/2024 Legal Department Received 6/5/2024 Legal Department Received 6/5/2024 Legal Department Received 6/5/2024 Legal Department Received 6/5/2024 Legal Department Received 6/5/2024 Legal Department Received 6/5/2024 Legal Department Received 6/5/2024 Legal Department $?@A=ÿ$@CDDÿE; B)B'ÿ6ÿ¡0/86<)ÿ;)/4ÿ¢ÿ£6ÿE)Iÿ6&H4)/<Bÿ¢ÿ@?@A¢?A??D

01234562ÿ89 4 ÿ123456229 4 62

ÿ 2 ÿ $ÿ&'(()*' 25 ÿ ÿ! " !"!!# 01234562ÿ89 4 ÿ+(,)-./0)1)2'3.4'50671)81*69: ;6<=ÿ>.<ÿ$?=ÿ@?@Aÿ)Bÿ$@CDDÿE; F6CÿGH).4'I5GH76<(B0.7B/6<)8176& JKLLMN OLKPQKÿQKKÿPSSPTUKVÿPWQXKYÿZ[LKVÿ\]ÿ^KQ_MWVKWSÿ̀ aUPWbQNÿ cdefghieÿklmngom pKqPLÿrQQ[QSPWSÿss rY[tMWPÿ^Kq[QSYPYÿMZÿuMWSYPTSMYQ vwxxÿyÿyPQU[WqSMWÿzSǸÿz{[SKÿvx| OUMKW[}Nÿr~ÿ|xxw ZZ[TKÿxwwvvw (,)-./0)1)2'3.4'50671)81*69 F,'ÿÿ/(ÿ<6ÿ6<ÿ(67/)4ÿ&'2/) ;)'ÿ(.0'ÿB6ÿ6446ÿ.(ÿ6<C )7'366ÿ F/BB'0 5ÿ4ÿ8ÿÿ46 ÿÿ ÿ4ÿÿ1ÿ 6ÿ95ÿ29ÿ1ÿ ÿ2ÿ 6ÿ 6 ÿ4 )7'366

! "!!#ÿ80ÿ! "!"!!#ÿ9 @A

,BBH(C&)/41*66*4'176&&)/4.?¤/¥)$?22¦3A7§9/'¥HB§(')07,¥)44§H'0&B,/2¥B,0')2¢)C0¢¨AD¦¦¦$©D??©?¨©$$§(/&H4¥&(*¢)C0¢D©@¨@??¦Dª $$ 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