2024A-06818-NPC-ROC Notice of Hearing & Packet MAILED 2024-06818.pdf

2024A-06818-NPC-ROC · Registrar of Contractors · 2024-08-01

REGISTRAR OF CONTRACTORS OF THE STATE OF ARIZONA

Degan Construction LLC, Case No. 2024-06818

COMPLAINANT, Docket No. 2024A-06818-NPC-ROC

v. NOTICE OF HEARING ON CONTESTED CASE American Eagle General Contracting LLC License No. ROC 325113,

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

HEARING INFORMATION The hearing is set for:

September 20, 2024 9:00 AM Adam Stone 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 July 5, 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 August 1, 2024.

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

Copy mailed via USPS First Class mail August 1, 2024 to:

Respondent(s) American Eagle General Contracting LLC 4404 W. Heyerdahl Dr. Ste. 122-243 Phoenix, AZ 85087 Respondent's Attorney Robert McKirgan Esq. 16430 North Scottsdale Road, Suite 290 Scottsdale, AZ 85254 Complainant(s) Degan Construction LLC 1402 N 24th Ave Phoenix, AZ 85009

Complainant's Attorney Ed Hermes, Esq. 1 East Washington Street Phoenix, AZ 85004 Copy sent electronically this same date to:

Respondent at email address on record with the Registrar Respondent’s Attorney at email address of record with Registrar Complainant at email address on record with the Registrar Complainant’s Attorney at email address of record with Registrar Case No. 2024-06818 /

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

June 18, 2024

Via U.S. Mail and Email

Complainant Degan Construction LLC 1402 N 24th Ave Phoenix, AZ 85009

Via U.S. Mail and Email

Respondent American Eagle General Contracting LLC 4404 W. Heyerdahl Dr. Phoenix, AZ 85087

Re: Complaint No. 2024-06818

Dear Complainant and Respondent:

The Registrar received a complaint filed against American Eagle General Contracting LLC for non-payment of materials or services rendered. This complaint is complete and will be substantively reviewed by the Registrar.

Respondent is free to raise any issue or affirmative defense to this complaint by filing a response with the Registrar by June 25, 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 June 25, 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 Arizona Registrar of Contractors 602-542-1525

CC: Complainant’s Attorney Ed Hermes, Esq. East Washington Street 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 REGISTRAR OF CONTRACTORS OF THE STATE OF ARIZONA

Case No. 2024-06818 Degan Construction LLC,

COMPLAINANT, CITATION v. American Eagle General Contracting LLC License No. ROC 325113, RESPONDENT.

The Registrar issues this Citation to American Eagle General Contracting LLC (“Respondent”) under A.R.S. § 32-1155(A). If Respondent fails to answer this Citation by July 20, 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 June 14, 2024, Degan Construction 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

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1700 W. Washington Street, Suite 105 · Phoenix AZ 85007-2812 602.542.1525 · Toll Free 877.692.9762 · roc.az.gov Lg101 8/21 operations as a contractor unless the licensee proves that the licensee lacks the capacity to pay and has not received sufficient monies as payment for the particular construction work project or operation for which the services or materials were rendered or purchased. If the matter proceeds to a hearing and the administrative law judge determines that any of the charges listed above are supported by a preponderance of the evidence, then Respondent’s license(s) may be subject to suspension or revocation, and Respondent may be subject to other penalties provided by law, including civil penalties under A.R.S. §§ 32-1154(E) and (F). FILING A WRITTEN ANSWER Respondent must appear by filing with the Registrar a written answer to the citation and complaint showing cause, if any, why Respondent’s license(s) should not be suspended or revoked. A.R.S. § 32-1155(A). Respondent’s written answer should contain the heading “Written Answer to Citation and Complaint” and should include the case number, which is Case No. 2024-06818. 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 July 20, 2024. This deadline is calculated under A.R.S. §§ 32-1155(A) and (B), which provides a

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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

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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 July 5, 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, July 5, 2024 to:

Respondent Certified Mail No: [number redacted] American Eagle General Contracting LLC 4404 W. Heyerdahl Dr. Phoenix, AZ 85087

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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 American Eagle General Contracting LLC 4404 W. Heyerdahl Dr. Phoenix, AZ 85087

Complainant Degan Construction LLC 1402 N 24th Ave Phoenix, AZ 85009

Complainant’s Attorney Ed Hermes, Esq. East Washington Street 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

Case No. 2024-06818 /

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1700 W. Washington Street, Suite 105 · Phoenix AZ 85007-2812 602.542.1525 · Toll Free 877.692.9762 · roc.az.gov Lg101 8/21 Received 7/19/2024 ROC Legal

PAPETTI SAMUELS WEISS MCKIRGAN LLP 16430 North Scottsdale Road Suite 290 Scottsdale, AZ 85254 Robert McKirgan (State Bar No. 011636) Direct Dial: 480.800.3533 Email: [email redacted] Attorneys for American Eagle General Contracting LLC License No. ROC 325113 REGISTRAR OF CONTRACTORS THE STATE OF ARIZONA Papetti Samuels Weiss McKirgan LLP

Degan Construction LLC, Case No. 2024-06818 Complainant, 16430 North Scottsdale Road

RESPONDENT’S WRITTEN v. ANSWER TO CITATION AND COMPLAINT Scottsdale, AZ 85254

American Eagle General Contracting LLC License No. ROC 325113, Suite 290

Respondent. Respondent American Eagle General Contracting LLC License No. ROC 325113 (“American Eagle”) hereby answers the Citation and Complaint filed by Degan Construction LLC (“Degan”), which should be dismissed with prejudice without any disciplinary action being taken for the following reasons: 1. The Notice of Non-Payment Complaint filed by Degan Construction LLC lists three invoices as unpaid. All three invoices have been paid. 2. Invoice # 222324 is in the amount of $269,915.40. Invoice #222324 was included in a pay application # 6 dated April 5, 2024, for a project referred to as the “Princess Project.” A copy of the pay application #s 6 and 7 is attached as Exhibit 1. 3. Invoice # 222383 is in the amount of $256,500 and was included in pay application # 7 dated May 5, 2024, for the Princess Project. See Exhibit 1. 4. Invoice # 22378 is in the amount of $53,095.68 and was submitted with a pay application # 2 dated June 5, 2024, for a project known as the “Indian Received 7/19/2024 ROC Legal

School Project.” A copy of pay application # 2 is attached as Exhibit 2. 5. Invoices #222324 and 222383, totaling $525,415.40 (pay applications 6 and 7 for the Princess Project), were paid by check # 2138 on June 31, 2024. A copy of the check is attached as Exhibit 3. A copy of Degan’s aged account receivable report dated July 8, 2024, reflecting these payments is attached as Exhibit 4. 6. Invoice # 222378 (pay application # 2 for the Indian School Project), along Papetti Samuels Weiss McKirgan LLP

with Invoice #222447 dated June 14, 2024 (and not listed in the Complaint) in the amount of $26,564.22 (for a total payment of $79,659.90) was paid by 16430 North Scottsdale Road

check # 2088 on June 31, 2024. A copy of check # 2088 is attached as Scottsdale, AZ 85254

Exhibit 5. A copy of Degan’s aged account receivable report dated July 8, 2024, reflecting these payments is attached as Exhibit 6. Suite 290

7. Processing of payments for the Princess Project was delayed due to Degan’s own billing errors. For the foregoing reasons, Degan’s complaint should be dismissed with prejudice without any disciplinary action being taken and the Registrar’s records so reflect. DATED this 19th day of July, 2024. PAPETTI SAMUELS WEISS MCKIRGAN LLP /s/Robert McKirgan Robert McKirgan Attorneys for American Eagle General Contracting LLC License No. ROC 325113

Received 7/19/2024 ROC Legal

Filed via email this 19th day of July, 2024, to: Arizona Registrar of Contractors 1700 W. Washington St., Ste. 105 Phoenix, AZ 85007-2812 [email redacted] A copy emailed this same date to: Ed Hermes Snell Wilmer East Washington Street Phoenix. AZ 85004 [email redacted] Papetti Samuels Weiss McKirgan LLP

Counsel for Complainant /s/Joye Allen 16430 North Scottsdale Road

Scottsdale, AZ 85254

Suite 290

Received 7/19/2024 ROC Legal

Exhibit 1

Exhibit 1 Received 7/19/2024 ROC Legal Received 7/19/2024 ROC Legal Received 7/19/2024 ROC Legal Received 7/19/2024 ROC Legal Received 7/19/2024 ROC Legal Received 7/19/2024 ROC Legal Received 7/19/2024 ROC Legal

Exhibit 2

Exhibit 2 Received 7/19/2024 ROC Legal Received 7/19/2024 ROC Legal Received 7/19/2024 ROC Legal Received 7/19/2024 ROC Legal

Exhibit 3

Exhibit 3 Received 7/19/2024 ROC Legal Received 7/19/2024 ROC Legal Received 7/19/2024 ROC Legal

Exhibit 4

Exhibit 4 Received 7/19/2024 ROC Legal Received 7/19/2024 ROC Legal Received 7/19/2024 ROC Legal Received 7/19/2024 ROC Legal Received 7/19/2024 ROC Legal

Exhibit 5

Exhibit 5 Received 7/19/2024 ROC Legal Received 7/19/2024 ROC Legal Received 7/19/2024 ROC Legal

Exhibit 6

Exhibit 6 Received 7/19/2024 ROC Legal Received 7/19/2024 ROC Legal Received 7/19/24, 1:05 PM State of Arizona Mail - Degan Construction LLC v. American Eagle Contracting LLC License No. ROC 325113 7/19/2024 ROC Legal

Answers - AZROC <[email redacted]>

Degan Construction LLC v. American Eagle Contracting LLC License No. ROC 325113 message

Joye Allen <[email redacted]> Fri, Jul 19, 2024 at 12:05 PM To: "[email redacted]" <[email redacted]> Cc: "[email redacted]" <[email redacted]>, Robert McKirgan <[email redacted]>

Attached for filing is Respondent American Eagle Contracting LLC License No. ROC 325113’s Written Answer to Citation and Complaint.

Thank you.

Joye

Joye Allen | Legal Assistant Papetti Samuels Weiss McKirgan LLP

16430 North Scottsdale Road, Suite 290, Scottsdale, AZ 85254

Direct 480.800.3535| Main 480.800.3535

PSWMlaw.com | [email redacted]

This message and any attachments are intended only for the use of the individual or entity to which they are addressed. If the reader of this message or an attachment is not the intended recipient or the employee or agent responsible for delivering the message or attachment to the intended recipient you are hereby notified that any dissemination, distribution or copying of this message or any attachment is strictly prohibited. If you have received this communication in error, please notify us immediately by replying to the sender. The information transmitted in this message and any attachments may be privileged, is intended only for the personal and confidential use of the intended recipients, and is covered by the Electronic Communications Privacy Act, 18 U.S.C. §2510- 2521.

2024.07.19 American Eagle's Answer to Citation and Complaint.pdf 6593K

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Edward J. Hermes (ASB #030529) SNELL & WILMER L.L.P. One East Washington Street Suite 2700 Phoenix, Arizona 85004-2556 Telephone: 602.382.6000 E-Mail: [email redacted] Attorneys for Plaintiff REGISTRAR OF CONTRACTORS THE STATE OF ARIZONA Degan Construction LLC, Case No. 2024-06818 Complainant, DEGAN CONSTRUCTION, LLC’S One East Washington Street, Suite 2700

v. RESPONSE TO AMERICAN Snell & Wilmer

Phoenix, Arizona 85004-2556

EAGLE’S ANSWER TO COMPLAINT AND CITATION LAW OFFICES

American Eagle General Contracting LLC 602.382.6000 L.L.P.

License No. ROC 325113, Respondent. Degan Construction, LLC (“Degan”) hereby responds to American Eagle Contracting, LLC’s answer in support of the citation and complaint because American Eagle has improperly terminated Degan Construction, LLC’s contract and failed to pay sums that are owed. In addition to failing to pay the sums owed, American Eagle Contracting, LLC has improperly terminated Degan’s subcontracts. As American Eagle pointed out in its answer, it has paid some of the sums owed; however, American Eagle fails to point out that it has failed to pay $419,930.55 for work performed and invoiced. Attached here as Exhibits A, B, and C, are the invoices for work performed by Degan, which American Eagle has failed to pay. These invoices were submitted by Degan and receive by American Eagle in June 2024, and remain outstanding. Contrary to American Eagle’s assertion, the ongoing delay in payment is not due to any issue with the invoice. No objection was received to the invoice, nor would there have been

4881-8090-7474 Received 7/23/2024 Legal Department

any valid objection for the work performed. American Eagle’s answer to the complaint confirms that they purposefully and knowingly delayed payment for work performed. For example, American Eagle submitted a copy of a check dated May 31, 2024 for work invoices in April 2024; however, Degan did not actually receive the check from American Eagle until July 3, 2024 – over a month later. This means that American Eagle improperly withheld payment from its subcontractor, Degan, for work performed for over a month in violation of Arizona law. Furthermore, American Eagle has improperly terminated Degan Construction, LLC’s contract without cause and in violation of the subcontract. As a result, Degan is also owed for its expected profits for the remainder of the two contracts, which also has not been paid. American Eagle has not presented any valid defenses for failing to pay for the work One East Washington Street, Suite 2700 Snell & Wilmer

performed as well as for the additional sums owed as a result of American Eagle’s improper Phoenix, Arizona 85004-2556 LAW OFFICES

termination of the contract. Therefore, Degan Construction, LLC requests that the Arizona 602.382.6000 L.L.P.

Registrar of Contracts take disciplinary action against American Eagle for failing to pay sums owed and certified, and improperly terminating Degan’s Subcontracts. DATED this 23rd day of July, 2024. SNELL & WILMER L.L.P. By: /s/ Ed Hermes Edward J. Hermes (#030529) One East Washington Street Suite 2700 Phoenix, Arizona 85004-2556 Telephone: 602.382.6000 Facsimile: 602.382.6070 Attorney for Complainant

4881-8090-7474

Received 7/23/2024 Legal Department

Original of the foregoing filed via email this 23rd day of July, 2024 with: Arizona Registrar of Contractors 1700 W. Washington St., Ste. 105 Phoenix, AZ 85007-2812 [email redacted] Copy emailed this same date to: PAPETTI SAMUELS WEISS MCKIRGAN LLP 16430 North Scottsdale Road, Suite 290 Scottsdale, AZ 85254 Robert McKirgan (State Bar No. 011636) Direct Dial: 480.800.3533 Email: [email redacted] Attorneys for American Eagle General Contracting LLC License No. ROC 325113

One East Washington Street, Suite 2700 Snell & Wilmer

Phoenix, Arizona 85004-2556 LAW OFFICES

602.382.6000 L.L.P.

4881-8090-7474

Received 7/23/2024 Legal Department

Exhibit A Received 7/23/2024 Legal Department Received 7/23/2024 Legal Department Received 7/23/2024 Legal Department

&YIJCJU# Received 7/23/2024 Legal Department Received 7/23/2024 Legal Department Received 7/23/2024 Legal Department

Project Manager Received 7/23/2024 Legal Department

Exhibit C RETENTION Received 7/23/2024 INVOICE Legal Department

Customer: Platinum Construction 1450 TL Townsend Drive Rockwell, TX 75032 Degan Construction LLC 1402 N 24th Ave, Phoenix, AZ 85009 Invoice 222484 Phone: 602-795-8475 Date 06/30/2024 [email redacted] Project: 115th Ave 365 Storage 1120 W. Indian School Rd Phoenix, Az 85037 Job: 240054

Item # Qty Description Unit Price TOTAL BLDG SOG $1,280,252.88 SOMD $ 142,511.22 Trash Enclosure $ 24,942.02 12" Valley Gutter $ 128,104.54 Bollards $ 37,334.70 Screen Wall FTG $ 96,604.64 Single Curb 6" Per MAG DET 222 $ 19,615.27 Curb And Gutter 6" Per MAG DET $ 8,668.80 Modified Concrete Sidewalk W T $ 28,590.40 6" Paving w/ABC $ 8,455.95 Sidewalk Per MAG DET 230 $ 21,142.60 OFFSITE Double 6'x4' Concrete Box Culv $ 245,886.01 Single 8'x4' Concrete Box Culv $ 91,799.90 Single Curb 6" Per MAG DET 222 $ 2,840.53 Curb And Gutter 6" Per MAG DET $ 16,185.20 Curb And Gutter Transition Per $ 1,364.44 Roll Curb And Gutter Per MAG D $ 2,543.34 Sidewalk Per MAG DET 230 $ 68,264.88 6" Paving W/ ABC $ 18,687.50 Bus Shelter Pad Per COP DET 12 $ 17,810.60 Concrete 9" Driveway Entrance $ 34,861.10 Valley Gutter $ 20,356.05 Sales Tax $ 129,510.38 TERMS: Payment is due, owing and payable to DEGAN CONSTRUCTION upon receipt of this invoice and becomes Subtotal $ 0.00 past due if not paid within thirty days of date of this invoice. In the event Customer defaults obligation of timely payment, Customer agrees to pay a late charge of 1.5% of the outstanding balance due on this invoice each month Retention Held until default is cured. Customer shall reimburse and pay DEGAN for all expenses, costs and reasonable attorney's Retention Billed $ 8,851.10 fees incurred or expended by DEGAN in enforcing its rights herein. The laws of the state of Arizona shall govern this transaction and any enforcement hereof shall be in the superior or federal courts of Arizona. Customer expressly Tax waives its venue rights and consents to enforcement hereof in Maricopa County, Arizona. Total $ 8,851.10 Remittance Address Degan Construction LLC PO Box 60245 Phoenix, AZ 85082

Contract Summary Original Approved Revised Invoiced Remaining Billed Retainage amount changes amount amount amount percent balance 2,446,332.95 0.00 2,446,332.95 88,511.00 2,357,821.95 3.62% 0.00

Received 7/23/2024 ROC Legal

v. RESPONSE TO AMERICAN Snell & Wilmer

Phoenix, Arizona 85004-2556

EAGLE’S ANSWER TO COMPLAINT AND CITATION LAW OFFICES

American Eagle General Contracting LLC 602.382.6000 L.L.P.

4881-8090-7474 Received 7/23/2024 ROC Legal

performed as well as for the additional sums owed as a result of American Eagle’s improper Phoenix, Arizona 85004-2556 LAW OFFICES

termination of the contract. Therefore, Degan Construction, LLC requests that the Arizona 602.382.6000 L.L.P.

4881-8090-7474

Received 7/23/2024 ROC Legal

One East Washington Street, Suite 2700 Snell & Wilmer

Phoenix, Arizona 85004-2556 LAW OFFICES

602.382.6000 L.L.P.

4881-8090-7474

Received 7/23/2024 ROC Legal

Exhibit A Received 7/23/2024 ROC Legal Received 7/23/2024 ROC Legal Received 7/23/2024 ROC Legal

&YIJCJU# Received 7/23/2024 ROC Legal Received 7/23/2024 ROC Legal Received 7/23/2024 ROC Legal

Project Manager Received 7/23/2024 ROC Legal

Exhibit C RETENTION Received 7/23/2024 INVOICE ROC Legal

Contract Summary Original Approved Revised Invoiced Remaining Billed Retainage amount changes amount amount amount percent balance 2,446,332.95 0.00 2,446,332.95 88,511.00 2,357,821.95 3.62% 0.00

Received 7/23/24, 9:42 AM State of Arizona Mail - Case No. 2024-06818 - Degan v. American Eagle 7/23/2024 ROC Legal

Answers - AZROC <[email redacted]>

Case No. 2024-06818 - Degan v. American Eagle James, June <[email redacted]> Tue, Jul 23, 2024 at 9:19 AM To: "[email redacted]" <[email redacted]> Cc: "Hermes, Edward J." <[email redacted]>, "[email redacted]" <[email redacted]>

Attached, please find Degan Construction, LLC’s Response to American Eagle’s Answer to Complaint and Citation for filing with the Arizona Registrars of Contractors regarding the above-referenced matter.

June R. James (she/her/hers)

Legal Administrative Assistant to Alexa Salari | Ed Hermes | James R. Condo | Patricia Lee Refo

O: 602.382.6710 | M: 615.997.4048

[email redacted]

SNELL

& WILMER

swlaw.com | LinkedIn

One East Washington Street | Suite 2700 | Phoenix, AZ 85004‑2556

This email and any attachments may be confidential and protected by legal privilege. If you have received this message in error, please do not disclose the contents to anyone. Please notify the sender by return email and delete this email as well as any attachments from your system.

2024 0719 Degan - Response to AE Answer to Complaint and Citation.pdf 577K

https://mail.google.com/mail/b/AEoRXRSd6jpMTR6S3YX4FKHArFWpUQO1ncFu5blBzy_yLdHCJqLR/u/0/?ik=581c53cf5c&view=pt&search=all&perm… 1/1 Received 7/25/2024 ROC Legal

Degan Construction LLC, Case No. 2024-06818 Complainant, 16430 North Scottsdale Road

REPLY TO DEGAN v. CONSTRUCTION’S RESPONSE TO AMERICAN EAGLE’S ANSWER TO Scottsdale, AZ 85254

American Eagle General Contracting LLC COMPLAINT AND CITATION License No. ROC 325113, Suite 290

Respondent. Respondent American Eagle General Contracting LLC License No. ROC 325113 (“American Eagle”) hereby replies to Degan Construction LLC’s (“Degan”) Response to American Eagle’s Answer to Complaint and Citation. Degan’s Response raises new issues not raised in the Complaint and, accordingly, American Eagle files this Reply. Degan’s Complaint listed three unpaid invoices—invoices # 222324, 222383, and 222378. American Eagle’s Answer conclusively showed that these invoices have, in fact, been paid. Degan’s Response does not contend otherwise. Instead, Degan’s Response raises, for the first time, three new “unpaid” invoices:  Exhibit A to the Response (Pay Application # 9 for the Princess Project): This pay application has not been paid because Degan has not submitted a proper conditional release and waiver. The waivers submitted by Degan require payments far more than the $279,375.20 billed in Pay Application # 9.1 1 See Exhibit 2. Received 7/25/2024 ROC Legal

 Exhibit B to the Response (Pay Application #8 for the Princess Project): This pay application was paid by check # 2190 dated July 22, 2024, in the amount of $131,704.24. A copy of that check is attached as Exhibit 1. The check was sent via Federal Express to Degan on July 23, 2024. Id.  Exhibit C to the Response (invoice dated June 30, 2024): This invoice has not been paid because, again, Degan has failed to provide a proper conditional release and waiver. Papetti Samuels Weiss McKirgan LLP

Attached as Exhibit 2 is an email chain with Degan regarding Degan’s failure to send appropriate conditional waivers with Pay Applications 8 and 9 and the Indian School 16430 North Scottsdale Road

invoice. When a proper release and waiver was received for Pay Application # 8 (Exhibit Scottsdale, AZ 85254

B to the Response), it was paid. Pay Application 9 and the Indian School invoice will be paid once proper waivers are received. Suite 290

Degan’s Response also claims that it did not receive the check dated May 31, 2024 (Exhibit 3 to American Eagle’s Answer) until July 3, 2024. But, Degan would have been paid in May if it had submitted proper paperwork. The delay in receipt of the check was due to Degan’s failure to provide proper releases. Degan’s Response also claims, for the first time, “American Eagle has improperly terminated Degan Construction LLC’s contract without cause and in violation of the subcontract.” Response, p. 2. Attached as Exhibits 3 and 4 are the contracts at issue. Both provide for termination for convenience. See Sections 7.2.2 to both contracts. Indeed, over two months ago, Degan acknowledged that the contracts were terminated for convenience. Exhibit 5 (May 13 email from Degan confirming and acknowledging the termination for convenience). Degan’s original Complaint should have never been filed. Degan’s Response to American Eagle’s Answer is as frivolous. Degan has been timely paid on pay applications properly submitted. Any delay in payment is due to Degan’s inability to submit proper pay

Received 7/25/2024 ROC Legal

applications with proper waivers and releases. The Complaint should be dismissed with prejudice, without any disciplinary action being taken, and the Registrar’s records should so reflect. Further, the Registrar should admonish Degan for its baseless filings. American Eagle reserves rights to seek its attorneys’ fees and other relief. DATED this 25th day of July, 2024. PAPETTI SAMUELS WEISS MCKIRGAN LLP Papetti Samuels Weiss McKirgan LLP

/s/Robert McKirgan Robert McKirgan 16430 North Scottsdale Road

Attorneys for American Eagle General Contracting LLC License No. ROC 325113 Scottsdale, AZ 85254

Suite 290

Filed via email this 25th day of July, 2024, to: Arizona Registrar of Contractors 1700 W. Washington St., Ste. 105 Phoenix, AZ 85007-2812 [email redacted] A copy emailed this same date to: Ed Hermes Snell Wilmer East Washington Street Phoenix. AZ 85004 [email redacted] Counsel for Complainant /s/Joye Allen

Received 7/25/2024 ROC Legal

Exhibit 1

Exhibit 1 Received 7/25/2024 ROC Legal Received 7/25/2024 ROC Legal Received 7/25/2024 ROC Legal

Exhibit 2

Exhibit 2 Received 7/25/2024 ROC Legal

--------- Forwarded message --------- From: Platinum Pay App <[email redacted]> Date: Thu, Jul 25, 2024 at 10:16 AM Subject: FW: FW: FW: 23-0158 / 24-0054 Storage 365 Princess/ 115th Ave 365 Storage Retention Billing To: Lisa Lopez <[email redacted]> Cc: [email redacted] <[email redacted]>, Sonia Garcia <[email redacted]>

Attached are the Princess Waivers as requested, you have all the Indian School waivers as seen above. We need the correct draw amount, signed, and notarized.

Thank you.

Debi

Debi Lunday

Accounting

Platinum Construction

office: (972) 722-2590 ext. 112

address: 1450 TL Townsend, STE 100

Rockwall, TX 75032

email: [email redacted]

“Coming together is a beginning, keeping together is progress, working together is success.”

*** THE INFORMATION CONTAINED IN THIS E-MAIL MESSAGE IS INTENDED ONLY FOR THE PERSONAL AND CONFIDENTIAL USE OF THE DESIGNATED RECIPIENTS. THIS MESSAGE MAY BE AN ATTORNEY-CLIENT COMMUNICATION, AND AS SUCH IS PRIVILEGED AND CONFIDENTIAL. IF THE READER OF THIS MESSAGE IS NOT AN INTENDED RECIPIENT, YOU ARE HEREBY NOTIFIED THAT ANY REVIEW, USE, DISSEMINATION, FORWARDING OR COPYING OF THIS MESSAGE IS STRICTLY PROHIBITED. PLEASE NOTIFY THE SENDER IMMEDIATELY BY REPLY E-MAIL OR TELEPHONE, AND DELETE THE ORIGINAL MESSAGE AND ALL ATTACHMENTS FROM YOUR SYSTEM. THANK YOU. ***

Received 7/25/2024 ROC Legal

From: Lisa Lopez <[email redacted]> Sent: Thursday, July 25, 2024 9:45 AM To: Platinum Pay App <[email redacted]> Cc: [email redacted]; Sonia Garcia <[email redacted]> Subject: Re: FW: FW: 23-0158 / 24-0054 Storage 365 Princess/ 115th Ave 365 Storage Retention Billing

Good morning Debi,

Can you send me a Blank Unconditional Progress Waiver, your blank templates you sent me did not include one.

See attached.

Thank you

Lisa Lopez Sr. Project Coordinator Degan Construction 480-261-7136 www.deganconstruction.com

On Tue, Jul 23, 2024 at 6:58 AM Platinum Pay App <[email redacted]> wrote:

Good Morning,

We are trying to process your draw request for the retainage; however we still need the corrected waiver (this is my second request). When we request paperwork and you do not respond in a timely manner, this causes a delay in processing and ultimately a delay in payment.

Please respond at your earliest convenience.

Thank you for your assistance,

Debi

Received 7/25/2024 ROC Legal

Debi Lunday

Accounting

Platinum Construction

office: (972) 722-2590 ext. 112

address: 1450 TL Townsend, STE 100

Rockwall, TX 75032

email: [email redacted]

“Coming together is a beginning, keeping together is progress, working together is success.”

From: Platinum Pay App Sent: Friday, July 19, 2024 9:13 AM To: Lisa Lopez <[email redacted]> Cc: [email redacted]; [email redacted] Subject: FW: FW: 23-0158 / 24-0054 Storage 365 Princess/ 115th Ave 365 Storage Retention Billing

Good Morning,

The amount of retainage per your application is $279,375.20. So, the amount of the conditional final waiver should only be for the amount still owed as retainage ($279,375.20 for Princess). Can we please get that revised on your waiver?

We have a payment scheduled for the pending application #8 in the amount of $131,704.25 on the 20 th for July’s payment.

The waiver you have sent over for Indian School Rd is incorrect. You have the wrong waiver. Valk Properties III does not own Indian School Road. It should be Valk Properties V, I am attaching the blank waiver for that project for you to use on your final retainage application.

Received 7/25/2024 ROC Legal Thank you for your assistance.

Debi

Debi Lunday

Accounting

Platinum Construction

office: (972) 722-2590 ext. 112

address: 1450 TL Townsend, STE 100

Rockwall, TX 75032

email: [email redacted]

“Coming together is a beginning, keeping together is progress, working together is success.”

From: Lisa Lopez <[email redacted]> Sent: Thursday, July 18, 2024 3:22 PM To: Platinum Pay App <[email redacted]> Cc: Brock Stortini <[email redacted]>; Hermes, Edward J. <[email redacted]> Subject: Fwd: FW: 23-0158 / 24-0054 Storage 365 Princess/ 115th Ave 365 Storage Retention Billing

Hi Debi,

Attached are the 2 Conditional Final Waivers for both jobs.

Please feel free to reach out if you have any questions.

Thank you

Received 7/25/2024 ROC Legal

Lisa Lopez Sr. Project Coordinator Degan Construction 480-261-7136 www.deganconstruction.com

---------- Forwarded message --------- From: Platinum Pay App <[email redacted]> Date: Tue, Jul 9, 2024 at 10:13 AM Subject: FW: 23-0158 / 24-0054 Storage 365 Princess/ 115th Ave 365 Storage Retention Billing To: Lisa Lopez <[email redacted]>

Good Afternoon,

We also need the conditional final waiver to go with this draw request.

Thank you.

Debi

Debi Lunday

Accounting

Platinum Construction

office: (972) 722-2590 ext. 112

address: 1450 TL Townsend, STE 100

Rockwall, TX 75032

email: [email redacted]

Received 7/25/2024 ROC Legal “Coming together is a beginning, keeping together is progress, working together is success.”

From: Lisa Lopez <[email redacted]> Sent: Monday, July 8, 2024 3:27 PM To: Platinum Pay App <[email redacted]> Cc: Brock Stortini <[email redacted]> Subject: 23-0158 / 24-0054 Storage 365 Princess/ 115th Ave 365 Storage Retention Billing

Hi Debi,

Per our conversation today,

Attached are the 2 Retention billings sent in May and June, but just in case you didn't receive them here you go. As instructed to your new accounting email address. Thank you for that update.

Just wanted to make sure they were received.

Thank you

Lisa Lopez Sr. Project Coordinator Degan Construction 480-261-7136 www.deganconstruction.com

Received 7/25/2024 ROC Legal

Exhibit 3

Exhibit 3 Received 7/25/2024 ROC Legal Received 7/25/2024 ROC Legal Received 7/25/2024 ROC Legal Received 7/25/2024 ROC Legal Received 7/25/2024 ROC Legal Received 7/25/2024 ROC Legal Received 7/25/2024 ROC Legal Received 7/25/2024 ROC Legal Received 7/25/2024 ROC Legal Received 7/25/2024 ROC Legal Received 7/25/2024 ROC Legal Received 7/25/2024 ROC Legal Received 7/25/2024 ROC Legal Received 7/25/2024 ROC Legal Received 7/25/2024 ROC Legal Received 7/25/2024 ROC Legal Received 7/25/2024 ROC Legal Received 7/25/2024 ROC Legal Received 7/25/2024 ROC Legal Received 7/25/2024 ROC Legal Received 7/25/2024 ROC Legal Received 7/25/2024 ROC Legal Received 7/25/2024 ROC Legal Received 7/25/2024 ROC Legal Received 7/25/2024 ROC Legal Received 7/25/2024 ROC Legal Received 7/25/2024 ROC Legal Received 7/25/2024 ROC Legal Received 7/25/2024 ROC Legal Received 7/25/2024 ROC Legal Received 7/25/2024 ROC Legal Received 7/25/2024 ROC Legal Received 7/25/2024 ROC Legal Received 7/25/2024 ROC Legal Received 7/25/2024 ROC Legal

Exhibit 4

Exhibit 4 Received 7/25/2024 ROC Legal

AIA Document A401 TM 2017 Standard Form of Agreement Between Contractor and Subcontractor

AGREEMENT made as of the « » day of «January » in the year «2024 » (In words, indicate day, month and year.)

BETWEEN the Contractor: (Name, legal status, address and other information)

«American Eagle General Contracting LLC» «1450 TL Townsend Drive» «Suite 100» «Rockwall, Texas 75032» «(602) 376-1898» «[email redacted]»

and the Subcontractor: (Name, legal status, address and other information)

Phoenix, AZ 850 2

The Contractor has made a contract for construction (hereinafter, the Prime Contract) dated: «January, 2024

with the Owner: (Name, legal status, address and other information)

«Valk Properties Three, LLC» «1450 TL Townsend Drive» «Suite 100» «Rockwall, Texas 75032» «(972) 722.2590 (Ext. 108)» «[email redacted]» «[email redacted]»

for the following Project: (Name, location and detailed description)

Storage 365 11520 W Indian School Rd Phoenix, AZ 85037

The Prime Contract provides for the furnishing of labor, materials, equipment and services in connection with the construction of the Project. A copy of the Prime Contract, consisting of the Agreement Between Owner and Contractor (from which compensation amounts may be deleted) and the other Contract Documents enumerated therein, has been made available to the Subcontractor.

The Architect for the Project: (Name, legal status, address and other information)

AIA Document A401 2017. Copyright © 1915, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1972, 1978, 1987, 1997, 2007 and 2017 by The American Institute of Architects . All rights reserved. User Notes: 1

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RKAA Architects 2233 E Thomas Rd Phoenix, AZ 85016

The Contractor and the Subcontractor agree as follows.

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TABLE OF ARTICLES

THE SUBCONTRACT DOCUMENTS

MUTUAL RIGHTS AND RESPONSIBILITIES

CONTRACTOR

SUBCONTRACTOR

CHANGES IN THE WORK

CLAIMS AND DISPUTES

TERMINATION, SUSPENSION OR ASSIGNMENT OF THE SUBCONTRACT

THE WORK OF THIS SUBCONTRACT

DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION

SUBCONTRACT SUM

PAYMENTS

INSURANCE AND BONDS

TEMPORARY FACILITIES, SERVICES, EQUIPMENT AND WORKING CONDITIONS

MISCELLANEOUS PROVISIONS

ENUMERATION OF SUBCONTRACT DOCUMENTS

WARRANTY

EXHIBIT A SCOPE OF WORK

EXHIBIT B INSURANCE REQUIREMENTS

EXHIBIT C PRIME AGREEMENT BETWEEN THE OWNER AND CONTRACTOR

EXHIBIT D CONDITIONAL WAIVER AND RELEASE ON PROGRESS PAYMENT

EXHIBIT E UNCONDITIONAL WAIVER AND RELEASE ON PROGRESS PAYMENT

EXHIBIT F CONDITIONAL WAIVER AND RELEASE ON FINAL PAYMENT

EXHIBIT G UNCONDITIONAL WAIVER AND RELEASE ON FINAL PAYMENT

EXHIBIT H FORM W-9

ARTICLE 1 THE SUBCONTRACT DOCUMENTS § 1.1 The Subcontract Documents consist of (1) this Agreement; (2) the Prime Contract, consisting of the Abbreviated Agreement between the Owner and Contractor and the other Contract Documents enumerated therein; (3) Modifications to the Prime Contract, whether issued before or after the execution of this Agreement, in accordance with the provisions of Article 5; (4) other documents listed in Article 15 of this Agreement; and (5) Modifications to this Subcontract issued after execution of this Agreement, in accordance with the provisions of Article 5. These form the Subcontract, and are as fully a part of the Subcontract as if attached to this Agreement or repeated herein. Any references herein to The General Conditions are to be ignored. AIA Document A401 2017. Copyright © 1915, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1972, 1978, 1987, 1997, 2007 and 2017 by The American Institute of Architects . All rights reserved. User Notes: 3

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§ 1.2 The Subcontract Documents form the Subcontract for Construction. The Subcontract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations, or agreements, either written or oral. An enumeration of the Subcontract Documents, other than Modifications to the Prime Contract or Modifications to this Subcontract issued subsequent to the execution of this Agreement, appears in Article 15.

§ 1.3 Except to the extent of a conflict with a specific term or condition contained in the Subcontract Documents, the General Conditions governing this Subcontract shall be the AIA Document A201 2017 , General Conditions of the Contract for Construction.

§ 1.4 The Subcontract may be amended or modified only by a Modification to this Subcontract. A Modification to this Subcontract is a written amendment to this Agreement signed by both parties, or as otherwise described in, and in accordance with the provisions of, Article 5, as revised between Owner and Contractor.

§ 1.5 The Subcontract Documents shall not be construed to create a contractual relationship of any kind (1) between the Architect and the Subcontractor, (2) between the Owner and the Subcontractor, or (3) between any persons or entities other than the Contractor and Subcontractor.

§ 1.6 The Contractor shall make the Subcontract Documents available to the Subcontractor prior to execution of this Agreement, and thereafter, upon request. The Contractor may charge the Subcontractor for the reasonable cost to reproduce the Subcontract Documents provided to the Subcontractor.

ARTICLE 2 MUTUAL RIGHTS AND RESPONSIBILITIES The Contractor and Subcontractor shall be mutually bound by the terms of this Agreement and, to the extent that the provisions of AIA Document A201 2017 apply to this Agreement pursuant to Section 1.3 and provisions of the Prime Contract apply to the Work of the Subcontractor, the Contractor shall assume toward the Subcontractor all obligations and responsibilities that the Owner, under such documents, assumes toward the Contractor, and the Subcontractor shall assume toward the Contractor all obligations and responsibilities that the Contractor, under such documents, assumes toward the Owner and the Architect. The Contractor shall have the benefit of all rights, remedies, and redress against the Subcontractor that the Owner, under such documents, has against the Contractor, and the Subcontractor shall have the benefit of all rights, remedies, and redress against the Contractor that the Contractor, under such documents, has against the Owner, insofar as applicable to this Subcontract. Where a provision of such documents is inconsistent with a provision of this Agreement, this Agreement shall govern.

ARTICLE 3 CONTRACTOR § 3.1 General § 3.1.1 The Contractor is the person or entity identified as such in this Agreement and is referred to throughout the Subcontract Documents as if singular in number. The Contractor shall designate in writing a representative who shall have express authority to bin

representative.

§ 3.1.2 construction schedule.

§ 3.2 Services Provided by the Contractor § 3.2.1

submittals made by the Subcontractor in accordance with Section 4.2.3 and Article 5. Promptly after execution of

and schedule of submittals, together with such additional scheduling details as will enable the Subcontractor to plan

subsequent changes in the construction and submittal schedules and additional scheduling details.

§ 3.2.2 If the site can accommodate such areas, the Contractor shall provide suitable areas for storage of the to the extent available. Except as previously agreed upon, additional costs to the Subcontractor resulting from relocation of such storage areas at the direction of AIA Document A401 2017. Copyright © 1915, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1972, 1978, 1987, 1997, 2007 and 2017 by The American Institute of Architects . All rights reserved. User Notes: 4

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the Contractor shall be reimbursed by the Contractor, provided, that such additional costs are commercially

of such invoice for reimbursement by the Contractor.

§ 3.3 Communications § 3.3.1 The Contractor shall promptly make available to the Subcontractor information, including information received from the Owner, that affects the performance of this Subcontract and that becomes available to the Contractor subsequent to execution of this Subcontract.

§ 3.3.2 -subcontractors or suppliers unless such persons are designated as authorized representatives of the Subcontractor.

§ 3.3.3 The Contractor shall permit the Subcontractor to request information directly from the Architect regarding the percentages of completion and the amount certified on account of Work done by the Subcontractor.

§ 3.3.4 If hazardous materials or substances are being used on the site by the Contractor, a subcontractor, or anyone directly or indirectly employed by them (other than the Subcontractor), and they are a type of hazardous material or substance of which an employer is required by law to notify its employees, the Contractor shall, prior to delivery to

chemical composition thereof to the Subcontract compliance with such laws.

§ 3.3.5 The Contractor shall promptly notify the Subcontractor of any fault or defect in the Work under this Subcontract or nonconformity with the Subcontract Documents.

§ 3.3.6 The Contractor shall furnish to the Subcontractor within 30 days after receipt of a written request, or earlier if so required by law, information necessary and relevant for the Subcontractor to evaluate, give notice of or enforce

usually referred to as the site, on which not have such information, the Contractor shall request the information from the Owner in accordance with Article 2 of AIA Document A201-2017 and promptly furnish the information received from the Owner to the Subcontractor.

§ 3.3.7 If the Contractor asserts a Claim against, or defends a Claim by, the Owner that relates to the Work of the Subcontractor, the Contractor shall promptly make available to the Subcontractor all information relating to the portion of the Claim that relates to the Work of the Subcontractor.

§ 3.4 Claims by the Contractor § 3.4.1 Liquidated damages in the amount of $1000 per day (if blank, then an amount Contractor deems appropriate), shall be assessed against the Subcontractor for each day Subcontractor fails to achieve Substantial

§ 3.4.2 execute the Work shall require .1 five and .2 written compilations to the Subcontractor of services and materials provided by the Contractor and charges for such services and materials no later than the fifteenth day of the month following the

§ 3.5 C Remedies If the Subcontractor defaults or neglects to carry out the Work in accordance with this Agreement and fails within three working days after receipt of notice from the Contractor to commence and continue correction of such default or neglect with diligence and promptness, the Contractor may, without prejudice to other remedies the Contractor may have, remedy such default or neglect and withhold, in accordance with Section 11.1.7.2, the reasonable cost thereof from current or future payments due the Subcontractor. If payments due to the Subcontractor are not sufficient to cover such amounts, the Subcontractor shall pay the difference to the Contractor.

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ARTICLE 4 SUBCONTRACTOR § 4.1 General The Subcontractor is the person or entity identified as such in this Agreement and is referred to throughout the Subcontract Documents as if singular in number. The Subcontractor shall be lawfully licensed, if required in the jurisdiction where the Project is located. The Subcontractor shall designate in writing a representative who shall

representative.

§ 4.2 Execution and Progress of the Work § 4.2.1 The Subcontractor must obtain prior approval by the Owner and the Contractor for all Work the Subcontractor intends to subcontract. The Subcontractor acknowledges and agrees that the Owner and the Contractor reserve the right to disapprove of any Sub-Subcontractor for any reason. For each Sub-Subcontractor for which the Subcontractor receives approval by the Owner and the Contractor, the Subcontractor shall enter into written agreements with Sub-subcontractors performing portions of the Work of this Subcontract by which the Subcontractor and the Sub-subcontractor are mutually bound, to the extent of the Work to be performed by the Sub- subcontractor, assuming toward each other all obligations and responsibilities that the Contractor and Subcontractor assume toward each other and having the benefit of all rights, remedies and redress each against the other that the Contractor and Subcontractor have by virtue of the provisions of this Agreement. All Subcontractors must be approved by Owner, who reserves the exclusive right to approve or disapprove of Subcontractors. Upon the execution of each written agreement between Subcontractor and Sub-Subcontractor, Subcontractor shall submit a true and correct copy of such written agreement to the Contractor.

§ 4.2.2 The Subcontractor shall supervise and direct the

the Work of the Contractor, other subcontractors, the Owner, or Separate Contractors.

§ 4.2.3 Submittals § 4.2.3.1 The Subcontractor shall submit Shop Drawings, Product Data, Samples, and similar submittals required by the Subcontract Documents with reasonable promptness and in such sequence as to cause no delay in the Work or in the activities of the Contractor or other subcontractors.

§ 4.2.3.2 By submitting Shop Drawings, Product Data, Samples, and similar submittals, the Subcontractor represents to the Contractor that the Subcontractor has (1) reviewed and approved them; (2) determined and verified materials, field measurements, and field construction criteria related thereto, or will do so; and (3) checked and coordinated the information contained within such submittals with the requirements of the Work and of the Subcontract Documents.

§ 4.2.4 The Subcontractor shall furnish to the Contractor periodic progress reports on the Work of this Subcontract as mutually agreed, including information on the status of materials and equipment that may be in the course of preparation, manufacture, or transit.

§ 4.2.5 The Subcontractor agrees that the Contractor and the Architect each have the authority to reject Work of the

effect shall be final and binding on the Subcontractor if consistent with the intent expressed in the Prime Contract.

§ 4.2.6 The Subcontractor shall pay for all materials, equipment, and labor used in connection with the performance of this Subcontract through the period covered by previous payments received from the Contractor, and shall furnish satisfactory evidence, when requested by the Contractor, to verify compliance with the above requirements.

§ 4.2.7 The Subcontractor shall take necessary precautions to properly protect the work of the Contractor, Separate Contractors, and other subcontractors from damage caused by operations under this Subcontract.

§ 4.2.8 The Subcontractor shall cooperate with the Contractor, other subcontractors, the Owner, and Separate

preparation of coordinated drawings in areas of congestion, if required by the Prime Contract, specifically noting and advising the Contractor of potential conflicts between the Work of the Subcontractor and that of the Contractor, other subcontractors, the Owner, or Separate Contractors.

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§ 4.3 Permits, Fees, Notices, and Compliance with Laws § 4.3.1 The Subcontractor shall give notices and comply with applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities bearing on performance of the Work of this Subcontract. The Subcontractor shall secure and pay for permits, fees, licenses, and inspections by government agencies necessary, if any, Contractor by the Prime Contract. In such case, the Subcontractor shall provide the Contractor with prompt notice of any pending inspections. If any such inspection by a government agency results in a failed inspection, the Subcontractor shall promptly secure, at its sole cost and expense, a re- the applicable government agency.

§ 4.3.2 The Subcontractor shall comply with Federal, state, and local tax laws; social security acts; unemployment .

§ 4.4 Safety Precautions and Procedures § 4.4.1 The Subcontractor shall take reasonable safety precautions with respect to performance of this Subcontract. The Subcontractor, -subcontractors, or their agents or employees shall comply with safety measures initiated by the Contractor and with applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities, for the safety of persons and property, in accordance with the requirements of the Prime Contract and the Occupational Safety and Health Act of 1970 . The Subcontractor shall notify the Contractor within three days of an injury to an employee or agent of the Subcontractor which occurred at the site.

Subcontractor Initials: ________

§ 4.4.2 Sub-subcontractors, or anyone directly or indirectly employed by them, and they are a type of hazardous material or substance of which an employer is required by law to notify its employees, the Subcontractor shall, prior to delivery to the Project site or exposure of the Contractor, other subcontractors, and other employers on the site to such material or substance, give notice of the chemical composition thereof to the Contractor in sufficient detail and time to permit compliance with the laws by the Contractor, other subcontractors, and other employers on the site.

§ 4.4.3 If reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons resulting from a hazardous material or substance, including but not limited to asbestos or polychlorinated biphenyl (PCB), encountered on the site by the Subcontractor, the Subcontractor shall, upon recognizing the condition, immediately stop Work in the affected area and promptly report the condition to the Contractor in writing. When the material or substance has been rendered harmless, the Subcon agreement of the Contractor and Subcontractor. The Subcontract Time shall be extended appropriately and the itional costs of demobilization, delay, and remobilization, which adjustments shall be accomplished as provided in Article 5 of this Agreement.

§ 4.4.4 To the fullest extent permitted by law, the Contractor shall indemnify and hold harmless the Subcontractor, -subcontractors, and agents and employees of any of them from and against claims, damages, losses, and expenses, including bu performance of the Work in the affected area if in fact the material or substance presents the risk of bodily injury or death as described in Section 4.4.3 and has not been rendered harmless, provided that such claim, damage, loss, or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself) except to the extent that such damage, loss, or expense is due to the fault or negligence of the party seeking indemnity.

§ 4.4.5 The Subcontractor shall reimburse the Contractor for the cost and expense the Contractor incurs (1) for remediation of a hazardous material or substance brought to the site and negligently handled by the Subcontractor or (2) where the Subcontractor fails to perform its obligations under Section 4.4.3, except to the extent that the cost and .

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§ 4.5 Cleaning Up § 4.5.1 The Subcontractor shall, on a daily basis, keep the premises and surrounding area free from accumulation of waste materials or rubbish caused by operations performed under this Subcontract. The Subcontractor shall not be held responsible for conditions caused by other contractors or subcontractors.

Subcontractor Initials: ________

§ 4.5.2 As provided under Section 3.4.2, if the Subcontractor fails to clean up as provided in the Subcontract .

§ 4.6 Warranty § 4.6.1 The Subcontractor warrants to the Owner, Architect, and Contractor that materials and equipment furnished under this Subcontract will be of good quality and new unless the Subcontract Documents require or permit otherwise. The Subcontractor further warrants that the Work will conform to the requirements of the Subcontract Documents and will be free from defects, except for those inherent in the quality of the Work the Subcontract Documents require or permit. Work, materials, or equipment not conforming to these requirements may be

alterations to the Work not executed by the Subcontractor, improper or insufficient maintenance, improper operation, or normal wear and tear under normal usage. If required by the Architect and Contractor, the Subcontractor shall provide satisfactory evidence as to the kind and quality of materials and equipment furnished or to be furnished.

§ 4.6.2 All material, equipment, or other special warranties required by the Subcontract Documents shall be issued in the name of the Owner, or shall be transferable to the Owner, and shall commence in accordance with the Subcontract Documents.

§ 4.7 Indemnification § 4.7.1 To the fullest extent permitted by law, the Subcontractor shall indemnify and hold harmless the Owner,

damages, losses, and expenses, including bu

expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself), but only to the extent caused by the negligent acts or omissions of the Subcontractor, -subcontractors, anyone directly or indirectly employed by them, or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss, or expense is caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or otherwise reduce other rights or obligations of indemnity which would otherwise exist as to a party or person described in this Section 4.7.

§ 4.7.2 In claims against any person or entity indemnified under this Section 4.7 by an employee of the -subcontractors, anyone directly or indirectly employed by them, or anyone for whose acts they may be liable, the indemnification obligation under Section 4.7.1 shall not be limited by a limitation on the amount or type of damages, compensation or benefits payable by or for the Subcontractor, or the - disability benefit acts, or other employee benefit acts.

§ 4.8 Remedies for Nonpayment If the Contractor does not pay the Subcontractor through no fault of the Subcontractor, within seven days from the time payment should be made as provided in this Agreement, the Subcontractor may, without prejudice to any other and Owner, stop the Work of this Subcontract until payment of the amount owing has been received. The Subcontract Sum shall, by appropriate

remobilization.

§ 4.9 Professional Services Provided by Subcontractor § 4.9.1 The Subcontractor shall not be required to provide professional services that constitute the practice of architecture or engineering unless such services are specifically required by the Subcontract Documents or unless the Subcontractor is required to provide such services in order to carry out the Subcontractor's responsibilities for its

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own construction means, methods, techniques, sequences, and procedures. The Subcontractor shall not be required to provide professional services in violation of applicable law.

§ 4.9.2 If professional design services or certifications by a design professional related to systems, materials, or equipment are specifically required of the Subcontractor by the Subcontract Documents, the Contractor will provide all performance and design criteria that such services must satisfy to the extent the Contractor has received such performance and design criteria from the Owner and Architect under the terms of the Prime Contract.

§ 4.9.3 If professional design services or certifications by a design professional are required because of means, methods, techniques, sequences, or procedures required by the Contractor and related to the Work of the Subcontractor, the Contractor will provide all performance and design criteria that such services must satisfy.

§ 4.9.4 The Subcontractor shall be entitled to rely upon the adequacy, accuracy, and completeness of the performance and design criteria received from the Contractor under this Section 4.9.

§ 4.9.5 The Subcontractor shall cause the professional services performed under this Section 4.9 to be provided by a properly licensed design professional, whose signature and seal shall appear on all drawings, calculations, specifications, certifications, Shop Drawings, and other submittals prepared by such professional. Shop drawings and other submittals related to the Work designed by such design professional shall bear the professional's written approval when submitted to the Contractor. The Contractor shall be entitled to rely upon the adequacy, accuracy, and completeness of the services, certifications, and approvals performed or provided by the design professionals, provided the Contractor has provided to the Subcontractor all performance and design criteria required by this Section 4.9.

ARTICLE 5 CHANGES IN THE WORK § 5.1 The Owner may make changes in the Work by issuing Modifications to the Prime Contract. Upon receipt of a Modification to the Prime Contract issued subsequent to the execution of this Agreement, the Contractor shall promptly notify the Subcontractor of such Modification. Unless otherwise directed by the Contractor, the Subcontractor shall not thereafter order materials or perform Work that would be inconsistent with the changes made by the Modification to the Prime Contract.

§ 5.2 The Subcontractor may be ordered in writing by the Contractor, without invalidating this Subcontract, to make changes in the Work within the general scope of this Subcontract consisting of additions, deletions, or other revisions, including those required by Modifications to the Prime Contract issued subsequent to the execution of this Agreement, with the Subcontract Sum and the Subcontract Time adjusted accordingly. The Subcontractor, prior to the commencement of such changed or revised Work, shall submit promptly to the Contractor written copies of a Claim for adjustment to the Subcontract Sum and Subcontract Time for such revised Work in a manner consistent with requirements of the Subcontract Documents.

§ 5.3 The Subcontractor shall make all Claims promptly to the Contractor for additional cost, extensions of time and damages for delays, or other causes in accordance with the Subcontract Documents. A Claim which will affect or become part of a Claim which the Contractor is required to make under the Prime Contract within a specified time period or in a specified manner shall be made in sufficient time to permit the Contractor to satisfy the requirements of the Prime Contract. Such Claims shall be received by the Contractor not less than two working days preceding the

bind the Subcontractor to the same consequences as those to which the Contractor is bound.

§ 5.4 All Claims and requests for Change Orders shall be submitted electronically to the email addresses on pages 1 and 2 of this Agreement.

ARTICLE 6 CLAIMS AND DISPUTES § 6.1 Mediation § 6.1.1 Claims, disputes, or other matters in controversy arising out of or related to this Subcontract, except those waived as provided for in Sections 6.4 and 11.3.2, shall be subject to mediation as a condition precedent to binding dispute resolution.

§ 6.1.2 The parties shall endeavor to resolve their Claims by mediation which, unless the parties mutually agree otherwise, shall be administered by the American Arbitration Association in accordance with its Construction AIA Document A401 2017. Copyright © 1915, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1972, 1978, 1987, 1997, 2007 and 2017 by The American Institute of Architects . All rights reserved. User Notes: 9

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Industry Mediation Procedures in effect on the date of the Agreement. A request for mediation shall be made in writing, delivered to the other party to this Subcontract and filed with the person or entity administering the mediation. The request may be made concurrently with the filing of binding dispute resolution proceedings but, in such event, mediation shall proceed in advance of binding dispute resolution proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order. If an arbitration is stayed pursuant to this Section 6.1.2, the parties may nonetheless proceed to the selection of the arbitrators(s) and agree upon a schedule for later proceedings.

§ 6.1.3 where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof.

§ 6.2 Binding Dispute Resolution For any Claim subject to, but not resolved by mediation pursuant to Section 6.1, the method of binding dispute resolution shall be as follows: (Check the appropriate box.)

[ « » ] Arbitration pursuant to Section 6.3 of this Agreement

[ « » ] Litigation in a court of competent jurisdiction

[ « » ] Other: (Specify) « »

If the Contractor and Subcontractor do not select a method of binding dispute resolution, or do not subsequently agree in writing to a binding dispute resolution method other than litigation, Claims will be resolved by litigation in a court of competent jurisdiction.

§ 6.3 Arbitration § 6.3.1 If the Contractor and Subcontractor have selected arbitration as the method of binding dispute resolution in Section 6.2, any Claim subject to, but not resolved by, mediation shall be subject to arbitration which, unless the parties mutually agree otherwise, shall be administered by the American Arbitration Association in accordance with its Construction Industry Arbitration Rules in effect on the date of this Agreement. The arbitration should be conducted in the place where the Project is located, unless another location is mutually agreed upon. A demand for arbitration shall be made in writing, delivered to the other party to the Subcontract, and filed with the person or entity administering the arbitration. The party filing a notice of demand for arbitration must assert in the demand all Claims then known to that party on which arbitration is permitted to be demanded.

§ 6.3.2 A demand for arbitration shall be made no earlier than concurrently with the filing of a request for mediation but in no event shall it be made after the date when the institution of legal or equitable proceedings based on the Claim would be barred by the applicable statute of limitations. For statute of limitations purposes, receipt of a written demand for arbitration by the person or entity administering the arbitration shall constitute the institution of legal or equitable proceedings based on the Claim.

§ 6.3.3 The award rendered by the arbitrator or arbitrators shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof.

§ 6.3.4 The foregoing agreement to arbitrate, and other agreements to arbitrate with an additional person or entity duly consented to by parties to the Agreement, shall be specifically enforceable under applicable law in any court having jurisdiction thereof.

§ 6.3.5 Consolidation or Joinder § 6.3.5.1 Subject to the rules of the American Arbitration Association or other applicable arbitration rules, either party may consolidate an arbitration conducted under this Agreement with any other arbitration to which it is a party provided that (1) the arbitration agreement governing the other arbitration permits consolidation; (2) the arbitrations to be consolidated substantially involve common questions of law or fact; and (3) the arbitrations employ materially similar procedural rules and methods for selecting arbitrator(s).

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§ 6.3.5.2 Subject to the rules of the American Arbitration Association or other applicable arbitration rules, either party may include by joinder persons or entities substantially involved in a common question of law or fact whose presence is required if complete relief is to be accorded in arbitration, provided that the party sought to be joined consents in writing to such joinder. Consent to arbitration involving an additional person or entity shall not constitute consent to arbitration of a Claim, dispute, or other matter in question not described in the written consent.

§ 6.3.5.3 The Contractor and Subcontractor grant to any person or entity made a party to an arbitration conducted under this Section 6.3, whether by joinder or consolidation, the same rights of joinder and consolidation as the Contractor and Subcontractor under this Agreement.

§ 6.4 Waiver of Claims for Consequential Damages The Contractor and Subcontractor waive claims against each other for consequential damages arising out of or

termination in accordance with Article 7. Nothing contained herein shall be deemed to preclude an award of liquidated damages, when applicable, in accordance with the requirements of this Agreement.

ARTICLE 7 TERMINATION, SUSPENSION OR ASSIGNMENT OF THE SUBCONTRACT § 7.1 Termination by the Subcontractor The Subcontractor may terminate the Subcontract for the same reasons and under the same circumstances and procedures with respect to the Contractor as the Contractor may terminate with respect to the Owner under the Prime Contract, or for nonpayment of amounts due under this Subcontract for 60 days or longer. In the event of such termination - subcontractors, or their agents or employees or other persons or entities performing portions of the Work under contract with the Subcontractor, the Subcontractor shall be entitled to recover from the Contractor, provided Contractor has received payment from Owner for the Work in question, payment for Work executed and for proven loss with respect to materials, equipment, tools, and construction equipment and machinery, as well as reasonable overhead and profit on work not executed and costs incurred by reason of such termination.

§ 7.2 Termination by the Contractor § 7.2.1 Termination for Cause If the Subcontractor fails or neglects to carry out the Work in accordance with the Subcontract Documents or otherwise to perform in accordance with this Subcontract and fails within a three-day period after receipt of notice to commence and continue correction of such default or neglect with diligence and promptness, the Contractor may, by notice to the Subcontractor and without prejudice to any other remedy the Contractor may have, terminate the method the Contractor may deem expedient. If the

damages incurred by the Contractor and not expressly waived, such excess shall be paid to the Subcontractor. If such expense and damages exceed the unpaid balance of the Subcontract Sum, the Subcontractor shall pay the difference to the Contractor.

§ 7.2.2 Termination for Convenience § 7.2.2.1 deliver notice to the Subcontractor.

§ 7.2.2.2 payment for Work properly executed.

§ 7.2.2.3 Upon receipt of notice of termination, the Subcontractor shall .1 cease operations as directed by the Contractor in the notice; .2 take actions necessary, or that the Contractor may direct, for the protection and preservation of the Work; and .3 except for Work directed to be performed prior to the effective date of termination stated in the notice, terminate all existing Sub-subcontracts and purchase orders and enter into no further Sub- subcontracts and purchase orders.

§ 7.3 Suspension by the Contractor for Convenience § 7.3.1 The Contractor may, without cause, order the Subcontractor in writing to suspend, delay, or interrupt the Work of this Subcontract in whole or in part for such period of time as the Contractor may determine. In the event of AIA Document A401 2017. Copyright © 1915, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1972, 1978, 1987, 1997, 2007 and 2017 by The American Institute of Architects . All rights reserved. User Notes: 11

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suspension ordered by the Contractor, the Subcontractor shall be entitled to an equitable adjustment of the Subcontract Time and Subcontract Sum.

§ 7.3.2 The Subcontract Time and Subcontract Sum shall be adjusted for increases in the cost and time caused by suspension, delay or interruption as described in Section 7.3.1. Adjustment of the Subcontract Sum shall include profit on the increased cost of performance caused by suspension, delay, or interruption. No adjustment shall be made to the extent that .1 performance is, was or would have been so suspended, delayed, or interrupted by another cause for which the Subcontractor is responsible; or .2 an equitable adjustment is made or denied under another provision of this Subcontract.

§ 7.4 Assignment of the Subcontract § 7.4.1 In the event the Owner terminates the Prime Contract for cause, this Subcontract is assigned to the Owner pursuant to Section 5.4 of AIA Document A201 2017 provided the Owner accepts the assignment by notifying the Contractor and Subcontractor.

§ 7.4.2 subcontract the whole of this Subcontract, or subcontract portions of this Subcontract.

ARTICLE 8 THE WORK OF THIS SUBCONTRACT The Subcontractor shall execute the following portion of the Work described in the Subcontract Documents, including all labor, materials, equipment, services and other items required to complete such portion of the Work, except to the extent specifically indicated in the Subcontract Documents to be the responsibility of others. (Insert a precise description of the Work of this Subcontract, referring where appropriate to numbers of Drawings, sections of Specifications and pages of Addenda, Modifications, and accepted alternates.)

«See Exhibit A »

ARTICLE 9 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION § 9.1 (Check one of the following boxes.)

[ « » ] The date of this Agreement.

[ « » ] A date set forth in a notice to proceed issued by the Contractor.

[ « » ] Established as follows:

« »

commencement shall be the date of this Agreement.

§ 9.2 Subcontract Time § 9.2.1 The Subcontract Time is the period of time, including authorized adjustments, allotted in the Subcontract Documents for Substantial Completion of the Work described in the Subcontract Documents. The Subcontract Time shall be measured from the date specified in a notice to proceed issued by the Contractor.

§ 9.2.2 Subject to adjustments of the Subcontract Time as provided in the Subcontract Documents, the Subcontractor : (Check one of the following boxes and complete the necessary information.)

[ « » ] Not later than « » ( « » Work.

[ « » ] Not later than

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due to the work of any other subcontractors.

[ « » ] By the following date: « »

§ 9.2.3 Subject to adjustments of the Subcontract Time as provided in the Subcontract Documents, if portions of the

Subcontractor shall achieve earlier substantial completion of such portions by the following dates. ( Portion of the Work.)

Portion of Work Substantial Completion

§ 9.2.4 If the Subcontractor fails to achieve substantial completion as provided in this Section 9.2, liquidated damages, if any, shall be assessed as set forth in Section 3.4.

§ 9.3 With respect to the obligations of both the Contractor and the Subcontractor, time is of the essence of this Subcontract.

§ 9.4 No Subcontractor in accordance with Section 5.3.

ARTICLE 10 SUBCONTRACT SUM § 10.1 Owner of the Subcontract. The Subcontract Sum shall be «$ » ($ « Million, Hundred and Thousand, Hundred Dollars and Cents » ), subject to additions and deductions as provided in the Subcontract Documents. The Contract Sum includes an amount for sales tax on all materials, supplies and other goods and services on which sales taxes are due.

§ 10.2 Alternates § 10.2.1 Alternates, if any, included in the Subcontract Sum:

Item Price

§ 10.2.2 Subject to the conditions noted below, the following alternates may be accepted by the Contractor following execution of this Agreement. Upon acceptance, the Contractor shall issue a Modification to this Subcontract: (Insert below each alternate and the conditions that must be met for the Contractor to accept the alternate.)

Item Price Conditions for Acceptance

§ 10.3 Unit prices, if any: (Identify and state the unit price, and quantity limitations, if any, to which the unit price will be applicable.)

Item Units and Limitations Price Per Unit ($0.00)

§ 10.4 Allowances, if any, included in the Subcontract Sum: (Identify allowance and state exclusions, if any, from the allowance price.)

Item Price

ARTICLE 11 PAYMENTS § 11.1 Progress Payments § 11.1.1 Based upon Applications for Payment submitted to the Owner and Contractor by the Subcontractor (together with proof of payment of all materials, supplies and other goods and services included in the Application AIA Document A401 2017. Copyright © 1915, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1972, 1978, 1987, 1997, 2007 and 2017 by The American Institute of Architects . All rights reserved. User Notes: 13

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for Payment and such conditional lien waivers in the form of Exhibit D attached hereto, a continuation sheet and other supporting documentation, on AIA-G702 and AIA-G703 as applicable, as Contractor may require), corresponding to Applications for Payment submitted by the Contractor to the Architect, and Certificates for Payment issued by the Architect, the Owner shall make progress payments on account of the Subcontract Sum to the Subcontractor as provided below and elsewhere in the Subcontract Documents. Except as otherwise agreed by the Contractor and the Subcontractor, the Subcontractor shall submit an Application for Payment by the 5th day of the month (or the next business day thereafter if the 5th is not a business day). The Application for Payment may be approved in part and disapproved in part. Any portion of an Application for Payment disapproved by the Contractor shall be paid to the Subcontractor with the progress payment for the month in which the deficiencies resulting in

Subcontractor for any approved portion of an Application for Payment on the 25th of each month. Payments received by the Subcontractor for Work properly performed by their contractors and suppliers shall be held by the Subcontractor for those contractors or suppliers who performed Work or furnished materials, or both, under contract with the Subcontractor for which payment was made to the Subcontractor by the Owner. Nothing contained herein shall require money to be placed in a separate account and not commingled with money of the Subcontractor, shall create any fiduciary liability or tort liability on the part of the Subcontractor for breach of trust, or shall entitle any person or entity to an award of punitive damages against the Subcontractor for breach of the requirements of this provision. Within two (2) days of receipt of each Progress Payment, Subcontractor shall furnish to Contractor an unconditional lien waiver for such Progress Payment in the form of Exhibit E attached hereto. Applications for Payment to the Contractor by the Subcontractor, (together with such conditional lien waivers, a continuation sheet, and other supporting documentation as Contractor may require), shall be submitted via email to the Superintendent, at an email address to be provided by the Contractor, and to the following email addresses:

«[email redacted]» «[email redacted]»

§ 11.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month, or as follows:

« »

§ 11.1.3 Provided an Application for Payment is received by the Owner and Contractor not later than the «5 th » day of a month, Owner Payment. The Owner shall pay the Subcontractor each progress payment by the 25th day of the same month. Owner will pay the Subcontractor directly and payment will be made by the 25 th Application for Payment is received by Owner and Contractor by the 5 th of the month.

§ 11.1.4 ayment is received by the Owner and Contractor after the in the next Application for Payment submitted to the Architect.

§ 11.1.5 The Subcontractor shall submit to the Contractor and Owner a schedule of values prior to submitting the n for Payment. Each subsequent Application for Payment shall be based upon the most recent schedule of values submitted by the Subcontractor in accordance with the Subcontract Documents. The

Work and be prepared in such form and supported by such data to substantiate its accuracy as the Contractor may require, and unless objected to by the Contractor, shall be used as a basis for Applications for Payment.

§ 11.1.6 Applications for Payment submitted by the Subcontractor shall indicate the percentage of completion of d of the period covered by the Application for Payment.

§ 11.1.7 Subject to the provisions of the Subcontract Documents, the amount of each progress payment shall be computed as follows:

§ 11.1.7.1 The amount of each progress payment shall first include: .1 That portion of the Subcontract Sum properly allocable to completed Work: .2 That portion of the Subcontract Sum properly allocable to materials and equipment delivered AIA Document A401 2017. Copyright © 1915, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1972, 1978, 1987, 1997, 2007 and 2017 by The American Institute of Architects . All rights reserved. User Notes: 14

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and suitably stored at the site by the Subcontractor for subsequent incorporation in the

agreed upon in writing; and .3 The amount, if any, for changes in the Work that are not in dispute and have been properly authorized by the Contractor, to the same extent provided in the Prime Contract, pending a final determination n though the Subcontract Sum has not yet been adjusted.

§ 11.1.7.2 The amount of each progress payment shall then be reduced by: .1 The aggregate of previous payments made by the Contractor; .2 The amount, if any, for Work that remains uncorrected and for which the Contractor has previously withheld a Certificate for Payment as provided in Article 9 of AIA Document A201-2017 for a cause that is the fault of the Subcontractor; .3 For Work performed or defects discovered since the last payment application, any amount for which the Contractor may withhold payment in whole or in part, as provided in Article 9 of AIA Document A201-2017, for a cause that is the fault of the Subcontractor; and .4 Retainage withheld pursuant to Section 11.1.8 of this Agreement.

§ 11.1.8 Retainage § 11.1.8.1 Owner may withhold the following amounts as retainage from the payment otherwise due: (Insert a percentage or amount to be withheld as retainage from each Application for Payment. The amount of retainage may be limited by governing law.)

«ten percent (10%) »

§ 11.1.8.1.1 The following items are not subject to retainage: (Insert any items not subject to the withholding of retainage, such as general conditions, insurance, etc.)

« »

§ 11.1.8.2 Reduction or limitation of retainage, if any, shall be as follows: (If the retainage established in Section 11.1.8.1 is to be modified prior to substantial completion of the entire Work,

9.2.3, insert provisions for such modification.)

« »

§ 11.1.9 Upon the partial or entire disapproval by the Owner ayment, the Owner shall provide notice to the Subcontractor. If the Subcontractor disputes the decision regarding a

with Article 6. When the basis for the disapproval has been remedied, the Subcontractor shall be paid the amounts withheld.

§ 11.1.10 Provided the Owner has fulfilled its payment obligations under the Subcontract Documents, the Subcontractor shall defend and indemnify the Contractor and Owner from all loss, liability, damage, or expense, out of any lien claim or other claim for payment

claim or other claim for payment, the Contractor shall notify the Subcontractor. If approved by the applicable court, when required, the Subcontractor may substitute a surety bond for the property against which the lien or other claim for payment has been asserted.

§ 11.2 Substantial Completion

requirements of the Prime Contract, as determined by Contractor, the Contractor shall, upon application by the Subcontractor (together with such conditional waivers and such other documentation as Contractor may require), make prompt Application for Payment for such Work. Within 30 days following issuance by the Architect of the Certificate for Payment covering such substantially completed Work, the Contractor shall, to the full extent allowed AIA Document A401 2017. Copyright © 1915, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1972, 1978, 1987, 1997, 2007 and 2017 by The American Institute of Architects . All rights reserved. User Notes: 15

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in the Prime Contract, make payment to the Subcontractor, deducting any portion of the funds for the

corrected by the Subcontractor. Such payment to the Subcontractor shall be the entire unpaid balance of the

prior to the completion of the entire Project. If the Prime Contract does not allow for a full release of retainage, then such payment shall be an amount which, when added to previous payments to the Subcontractor, will reduce the the Within 2 days after receipt of such payment Subcontractor shall furnish to Contractor a final lien waiver with respect to such payment in the form provided by Contractor.

§ 11.3 Final Payment § 11.3.1 Final payment, constituting the entire unpaid balance of the Subcontract Sum, shall be made by the

requirements of the Subcontract Documents, as determined by Contractor, Contractor has received such lien waivers or such other documentation as Contractor may require, the Architect has issued a Certificate for Payment covering ent from the Owner. If, for any cause which is not the fault of the Subcontractor, a Certificate for Payment is not issued or the Contractor does not receive timely payment or does not pay the Subcontractor within seven days after receipt of payment from the Owner, final payment to the Subcontractor shall be made upon demand. (Insert provisions for earlier final payment to the Subcontractor, if applicable.)

« any »

§ 11.3.2 Before issuance of the final payment, the Subcontractor, shall submit evidence satisfactory to the Contractor, including appropriate conditional lien waivers in the form of Exhibit F attached hereto, unconditional lien waivers in the form of Exhibit G attached hereto, that all payrolls, bills for materials and equipment, and all

the Subcontractor shall constitute a waiver of claims by the Subcontractor, except those previously made in writing and identified by the Subcontractor as unsettled at the time of final Application for Payment. Within 2 days after payment, Subcontractor shall furnish to Contractor an unconditional, final lien waiver in the form provided by Contractor.

§ 11.4 Interest Payments due and unpaid under this Subcontract shall bear interest from the date payment is due at such rate as the parties may agree upon in writing or, in the absence thereof, at the legal rate prevailing from time to time at the place where the Project is located. (Insert rate of interest agreed upon, if any.)

« Prime Rate (as reported in the Wall Street Journal or successor publication in the first issue published during the month in which payment was due) divided by 365, provided, however, the interest rate shall not exceed ten percent (10%)»

ARTICLE 12 INSURANCE AND BONDS § 12.1 S Required Insurance Coverage § 12.1.1 The Subcontractor shall purchase and maintain the types and limits of insurance, from a company or companies lawfully authorized to issue insurance in the jurisdiction where the Project is located, as will protect the Subcontractor from claims that may ari operations under the Subcontract, but not less than the coverage and limits set forth in Exhibit B attached hereto: (

coverage for each type of insurance, and any other pertinent requirements.)

Type of Insurance Limits Other Pertinent Requirements

§ 12.1.2 Coverages, written on an occurrence basis, shall be maintained without interruption from the date of

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completed operations coverage, until the expiration of the period for correction of Work or for such other period for maintenance of completed operations coverage as specified in the Prime Contract.

§ 12.1.3 If professional services are required under Section 4.9, the Subcontractor shall provide the professional liability insurance coverage required under this Section 12.1 for the following period after completion of the Work:

« »

§ 12.1.4 Certificates of Insurance. The Subcontractor shall provide certificates of insurance acceptable to the Contractor evidencing compliance with the requirements in this Article 12 at the following times: (1) prior to ment of each required policy of insurance;

including coverage for completed operations, shall be submitted with the final Application for Payment and thereafter upon renewal or replacement of such coverage until the expiration of the time required in this Article 12. The certificates shall show the Contractor and the Owner as additional insureds on the S General Liability and any excess or umbrella liability policy.

§ 12.1.5 Deductibles and Self-Insured Retentions. The Subcontractor shall disclose to the Contractor any deductible or self-insured retentions applicable to any insurance required to be provided by the Subcontractor.

§ 12.1.6 Additional Insured Obligations. To the fullest extent permitted by law, the Subcontractor shall cause its commercial general liability coverage to include, by way of additional endorsements: (1) the Contractor, the Owner,

d Owner as additional insureds for claims caused in whole

shall be primary and non- and O general liability insurance policies and shall apply to both ongoing and completed operations. To the extent commercially available, the additional insured coverage shall be no less than that provided by Insurance Services Office, Inc. (ISO) CG 20 10 07 04, CG 37 07 .

§ 12.1.7 Notice of Cancellation or Change in Coverage. Within three (3) business days of the date the Subcontractor becomes aware of an impending or actual cancellation or expiration of any insurance required by the Subcontract Documents, the Subcontractor shall provide notice to the Contractor of such impending or actual cancellation or expiration. Upon receipt of notice from the Subcontractor, the Contractor shall, unless the lapse in coverage arises from an act or omission of the Contractor, have the right to suspend the Work in accordance with this Agreement until the lapse in coverage has been cured by the procurement of replacement coverage by the Subcontractor. The furnishing of notice by the Subcontractor shall not relieve the Subcontractor of any contractual obligation to provide any required coverage.

§ 12.2 Required Performance Bond and Payment Bond § 12.2.1 The Subcontractor shall provide surety bonds, from a company or companies lawfully authorized to issue surety bonds in the jurisdiction where the Project is located, as follows: (Specify type and penal sum of bonds.)

Type Penal Sum ($0.00) Payment Bond N/A Performance Bond N/A

Payment and Performance Bonds shall be AIA Document A312 TM, Payment Bond and Performance Bond, or contain provisions identical to AIA Document A312 TM, current as of the date of this Agreement.

§ 12.2.2 Upon the request of any person or entity appearing to be a potential beneficiary of bonds covering payment of obligations under this Agreement, the Subcontractor shall promptly furnish a copy of the bonds or shall permit a copy to be made.

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§ Insurance and Bond Obligations § 12.3.1 The Contractor shall furnish to the Subcontractor certificates of insurance evidencing insurance coverage required of the Contractor under the Prime Contract.

§ 12.3.2 The Contractor shall promptly, upon request of the Subcontractor, furnish a copy or permit a copy to be made of any bond covering payment of obligations arising under the Subcontract.

§ 12.4 Property Insurance § 12.4.1 When requested in writing, the Contractor shall provide the Subcontractor with copies of the property and equipment policies in effect for the Project, to the extent copies of the policies are available to the Contractor. The Contractor shall notify the Subcontractor if the required property insurance policies are not in effect.

§ 12.4.2

reimbursed for the cost of the insurance by an adjustment in the Subcontract Sum.

§ 12.4.3 stored off site or in transit and not covered by the Project property insurance, shall be paid for through the Application for Payment process.

§ 12.5 Waivers of Subrogation The Contractor and Subcontractor waive all rights against (1) each other and any of their subcontractors, sub-

consultants, and (3) Separate Contractors, if any, and any of their subcontractors, sub-subcontractors, agents, and employees for damages caused by fire or other causes of loss to the extent those losses are covered by property insurance provided under the Prime Contract or other property insurance applicable to the Work or to property at or adjacent to the Project site, except such rights as they may have to proceeds of such insurance held by the Owner as a fiduciary. The Subcontractor shall require similar written waivers in favor of the individuals and entities -subcontractors, agents, and employees. The policies of insurance purchased and maintained by each person or entity agreeing to waive claims pursuant to this Section 12.5 shall not prohibit this waiver of subrogation, which shall be effective as to a person or entity (1) even though that person or entity would otherwise have a duty of indemnification, contractual or otherwise, (2) even though that person or entity did not pay the insurance premium directly or indirectly, or (3) whether or not the person or entity had an insurable interest in the property damaged.

ARTICLE 13 TEMPORARY FACILITIES, SERVICES, EQUIPMENT AND WORKING CONDITIONS § 13.1 The Contractor shall furnish and make the Con Subcontractor at no cost, except as noted below:

«»

§ 13.2 mutually satisfactory terms, except as noted below:

« »

§ 13.3 Specific working conditions as noted below: (Insert any specific arrangements or requirements concerning working conditions and labor matters applicable to .)

« »

ARTICLE 14 MISCELLANEOUS PROVISIONS § 14.1 Where reference is made in this Subcontract to a provision of another Subcontract Document, the reference refers to that provision as amended or supplemented by other provisions of the Subcontract Documents.

§ 14.2 (Name, address, email address and other information) AIA Document A401 2017. Copyright © 1915, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1972, 1978, 1987, 1997, 2007 and 2017 by The American Institute of Architects . All rights reserved. User Notes: 18

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«Janner Greenhow» «1450 TL Townsend Dr» «Suite 100» «Rockwall, Texas 75032» «email: [email redacted]» «(602) 376-1898»

§ 14.3 The Subc (Name, address, email address and other information)

Construction

§ 14.4 Notice § 14.4.1 Except as otherwise provided in Section 14.4.2, where the Subcontract Documents require one party to notify or give notice to the other party, such notice shall be provided in writing to the designated representative of the party to whom the notice is addressed and shall be deemed to have been duly served if delivered in person, by mail, by courier, or by electronic transmission if a method for electronic notice is set forth in Section 14.4.3.

§ 14.4.2 Notice of Claims shall be provided in writing and shall be deemed to have been duly served only if delivered to the designated representative of the party to whom the notice is addressed by certified or registered mail, or by courier providing proof of delivery.

§ 14.4.3 Notice in electronic format, pursuant to Section 14.4.1, may be given in accordance with AIA Document E203 -2013, Building Information Modeling and Digital Data Exhibit, if completed, or as otherwise set forth below: (If other than in accordance with AIA Document E203 -2013, insert requirements for delivering notice in electronic format such as name, title, and email address of the recipient and whether and how the system will be required to generate a read receipt for the transmission.)

« »

§ 14.5 notice to the other party.

§ 14.6 The invalidity of any provision of the Subcontract Documents shall not invalidate the Subcontract or its remaining provisions. If it is determined that any provision of the Subcontract violates any law or is otherwise invalid or unenforceable, then that provision shall be revised to the extent necessary to make that provision legal and enforceable. In such case, the Subcontract shall be construed, to the fullest extent permitted by law, to give effect to the parties' intentions and purposes in executing the Subcontract.

§ 14.7 The parties shall agree upon protocols governing the transmission and use of Instruments of Service or any other information or documentation in digital form. The parties will use AIA Document E203 2013, Building Information Modeling and Digital Data Exhibit, to establish the protocols for the development, use, transmission, and exchange of digital data.

§ 14.7.1 Any use of, or reliance on, all or a portion of a building information model without agreement to protocols governing the use of, and reliance on, the information contained in the model and without having those protocols set forth in AIA Document E203 2013, Building Information Modeling and Digital Data Exhibit, and the requisite AIA Document G202 2013, Project Building Information Modeling Protocol Form, shall be at the using or and its contractors or consultants, the authors of, or contributors to, the building information model, and each of their agents and employees.

ARTICLE 15 ENUMERATION OF SUBCONTRACT DOCUMENTS § 15.1 This Agreement is comprised of the following documents: AIA Document A401 2017. Copyright © 1915, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1972, 1978, 1987, 1997, 2007 and 2017 by The American Institute of Architects . All rights reserved. User Notes: 19

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.1 AIA Document A401 2017, Standard Form Agreement Between Contractor and Subcontractor together with Exhibit A and Exhibit B; .2 Prime Agreement between the Owner and Contractor, including all exhibits thereto, attached as Exhibit C; .3 AIA Document E203 2013, Building Information Modeling and Digital Data Exhibit, if not included in the Prime Agreement, dated as indicated below: (Insert the date of the E203 2013 incorporated into this Agreement.)

« »

.4 Other Exhibits incorporated into this Agreement: (Clearly identify any other exhibits incorporated into this Agreement.)

« Exhibit D Conditional Waiver and Release on Progress Payment » « Exhibit E Unconditional Waiver and Release on Progress Payment » « Exhibit F Conditional Waiver and Release on Final Payment » « Exhibit G Unconditional Waiver and Release on Final Payment »

.5 Other documents: (List other documents, if any, forming part of the Agreement.)

« Exhibit H Form W-9 »

ARTICLE 16 WARRANTIES § 16.1 Prior to Substantial Completion. The Subcontractor warrants to the Contractor, Owner and Architect that materials and equipment furnished under this Agreement will be of good quality and new unless the Subcontract Documents require or permit otherwise. The Subcontractor further warrants that the Work will conform to the requirements of the Subcontract Documents and will be free from defects, except for those inherent in the quality of the Work the Subcontract Documents require or permit. Work, materials, or equipment not conforming to these requirements may be considered defective. The anty excludes remedy for damage or defect caused by abuse, alterations to the Work not executed by the Subcontractor, improper or insufficient maintenance, improper operation, or normal wear and tear and normal usage. If required by Architect or Contractor, the Subcontractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment.

§ 16.2 After Substantial Completion. the longer of: (i) one year after the date of Substantial Completion of the Work or completion of corrective Work pursuant to Section 16.1, or by terms of any applicable special warranty required by the Subcontract Documents, or (ii) to the extent that any estimate or proposal furnished by Subcontractor to Contractor in connection with the Project includes a warranty as to the Work and/or workmanship for a period longer than one (1) year, any of the Work is found to be not in accordance with the requirements of the Subcontract Documents, the Subcontractor shall correct it promptly after receipt of notice from the Contractor to do so, unless the Contractor has previously given the Subcontractor a written acceptance of such condition. The Contractor shall give such notice promptly after discovery of the condition. During the one-year period for correction of Work, if the Contractor fails to notify the Subcontractor and give the Subcontractor an opportunity to make the correction, the Contractor waives the right to require correction by the Subcontractor and to make a claim for breach of warranty. If the Subcontractor fails to correct nonconforming Work within a reasonable time during that period after receipt of notice from the Contractor or Architect, the Contractor may correct it. Notwithstanding the foregoing, latent defects, and affected portions of the Work, shall be repaired by Contractor at otice to Contractor by Owner, whether or not discovered within one (1) year of Substantial Completion, subject only to applicable statute of limitations and state of repose. The one-year period for correction of Work shall be extended with respect to portions of Work first performed after Substantial Completion by the period of time between Substantial Completion and the actual completion of that portion of the Work, except the Contractor shall warrant the Work performed to correct the warranted condition for one (1) year.

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This Agreement entered into as of the day and year first written above.

CONTRACTOR:

AMERICAN EAGLE GENERAL CONTRACTING, LLC, an Arizona limited liability company

By: __________________________________ Janner Greenhow, Manager

SUBCONTRACTOR (Signature) « »« » Brock Stortini PM (Printed name and title)

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EXHIBIT A To AIA Document A401 Standard Form of Agreement Between Contractor and Subcontractor

Scope of Work

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CONTRACTOR:

AMERICAN EAGLE GENERAL CONTRACTING, LLC, an Arizona limited liability company

By: __________________________________ Janner Greenhow, Manager

SUBCONTRACTOR:

________________________, a ___________ __________________

By: ____________________________________ Name: Title:

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EXHIBIT B TO AIA DOCUMENT A401 STANDARD FORM OF AGREEMENT BETWEEN CONTRACTOR AND SUBCONTRACTOR

INSURANCE REQUIREMENTS

Prior to commencing any work under the Subcontract, Subcontractor shall obtain (and maintain throughout the construction process) the following insurance coverages in the following amounts:

(a) Commercial General Liability insurance at a minimum combined single limit of $1,000,000.00 per-occurrence and $1,000,000.00 general aggregate for bodily injury, death or property damage or destruction, which coverage shall include products/completed operations ($1,000,000.00 products/completed operations aggregate). Coverage for products/completed operations must be maintained for at least two (2) years after construction work has been completed. Coverage must include contractual liability.

(b) Statutory limits of workers compensation insurance (or equivalent opt-out - occurrence, each- accident/$1,000,000.00, by disease each-occurrence/ $1,000,000.00, by disease aggregate.

(c) All such insurance policies (except workers compensation) shall name (by Additional Insured Endorsement) Owner and Contractor as additional insureds. All such policies shall provide that same are non-cancellable except upon sixty (60) days prior written notice to the additional insureds (except non-payment of premiums, which shall be ten (10) days). Upon written request, Subcontractor shall furnish to the additional insureds a copy of all such insurance policies no later than ten (10) days following such request.

(d) Business liability insurance for owned and non-owned vehicles with a minimum combined single limit of $1,000,000.00 for bodily injury and property damage.

(e) All insurance policies must be endorsed to read as primary coverage and non-contributory regardless of the application of other insurance.

(f) All insurance policies shall contain a waiver of subrogation in favor of the additional insureds.

(g) All insurance policies shall be endorsed to require the insurer to immediately notify the additional insureds of any material change in the insurance coverages.

(h) All liability policies shall contain no cross liability exclusions or insured versus insured restrictions applicable to the claims of the additional insureds.

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CONTRACTOR:

AMERICAN EAGLE GENERAL CONTRACTING, LLC, an Arizona limited liability company

By: __________________________________ Janner Greenhow, Manager

SUBCONTRACTOR :

________________________, a ___________ __________________

By: ____________________________________ Name: Title:

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EXHIBIT C

PRIME AGREEMENT BETWEEN THE OWNER AND CONTRACTOR

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EXHIBIT D

CONDITIONAL WAIVER AND RELEASE ON PROGRESS PAYMENT

Project ____________________ Job No. ___________________

On receipt by the undersigned of a check from __________(Maker of Check) in the sum of $__________(Amount of Check) payable to __________(Payee or Payees of Check). And when the check has been properly endorsed and has been paid by the bank on which it is drawn, this document becomes effective to release any mechanic's lien, any state or federal statutory bond right, any private bond right, any claim, except for the disputed claims described in Exhibit D.1 attached hereto, for payment and any rights under any similar ordinance, rule or statute related to claim or payment rights for persons in the undersigned's position that the undersigned has on the job of __________(Owner) located at __________(Job Description) to the following extent. This release covers a progress payment for all labor, services, equipment or materials furnished to the jobsite or to __________(Person with whom undersigned contracted), through __________(Date) only and does not cover any retention, pending modifications and changes or items furnished after that date. Before any recipient of this document relies on it, that person should verify evidence of payment to the undersigned. The undersigned warrants that he either has already paid or will use the monies he receives from this progress payment to promptly pay in full all of his laborers, subcontractors, materialmen and suppliers for all work, materials, equipment or services provided for or to the above referenced project up to the date of this waiver.

Dated: ____________________ ____________________________________ (Company Name)

_________________ By: _______________

____________________________________ (Title)

STATE OF ARIZONA § § COUNTY OF ____________ §

This instrument was acknowledged before me on _____ __, 20__, by __________, the _________ of _______________, a __________, on behalf of said ______________. ______________________________ Notary Public, State of Arizona

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D.1

Disputed Claims

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EXHIBIT E

NOTICE: This document waives rights unconditionally and states that you have been paid for giving up those rights. It is prohibited for a person to require you to sign this document if you have not been paid the payment amount set forth below. If you have not been paid, use a conditional release form.

UNCONDITIONAL WAIVER AND RELEASE ON PROGRESS PAYMENT

Project ____________________ Job No. ___________________

The undersigned has been paid and has received a progress payment in the sum of $____________ for all labor, services, equipment or material furnished to the jobsite or to __________(Person with whom undersigned contracted) on the job of __________(Owner) located at __________(Job Description) and does hereby release any mechanic's lien, any state or federal statutory bond right, any private bond right, any claim, except for the disputed claims described in E.1 attached hereto, for payment and any rights under any similar ordinance, rule or statute related to claim or payment rights for persons in the undersigned's position that the undersigned has on the above referenced project to the following extent. This release covers a progress payment for all labor, services, equipment or materials furnished to the jobsite or to __________(Person with whom undersigned contracted) through __________(Date) only and does not cover any retentions, pending modifications and changes or items furnished after that date. The undersigned warrants that he either has already paid or will use the monies he receives from this progress payment to promptly pay in full all of his laborers, subcontractors, materialmen and suppliers for all work, materials, equipment or services provided for or to the above referenced project up to the date of this waiver.

Dated: ____________________ ____________________________________ (Company Name)

_________________ By: _______________

____________________________________ (Title)

STATE OF ARIZONA § § COUNTY OF ____________ §

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E.1

Disputed Claims

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EXHIBIT F

CONDITIONAL WAIVER AND RELEASE ON FINAL PAYMENT

Project ____________________

Job No. ___________________

On receipt by the undersigned of a check from __________(Maker of Check) in the sum of $__________(Amount of Check) payable to __________(Payee or Payees of Check) and when the check has been properly endorsed and has been paid by the bank on which it is drawn, this document becomes effective to release any mechanic's lien, any state or federal statutory bond right, any private bond right, any claim for payment and any rights under any similar ordinance, rule or statute related to claim or payment rights for persons in the undersigned's position, the undersigned has on the job of __________(Owner) located at __________(Job Description). This release covers the final payment to the undersigned for all labor, services, equipment or materials furnished to the jobsite or to __________(Person with whom undersigned contracted), except for disputed claims in the amount of $_________. Before any recipient of this document relies on it, the person should verify evidence of payment to the undersigned.

The undersigned warrants that he either has already paid or will use the monies he receives from this final payment to promptly pay in full all his laborers, subcontractors, materialmen and suppliers for all work, materials, equipment or services provided for or to the above referenced project up to the date of this waiver.

Dated: ____________________ ____________________________________ (Company Name)

_________________ By: _______________

____________________________________ (Title)

STATE OF ARIZONA § § COUNTY OF ____________ §

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EXHIBIT G

NOTICE: This document waives rights unconditionally and states that you have been paid for giving up those rights. This document is enforceable against you if you sign it, even if you have not been paid. If you have not been paid, use a conditional release form.

UNCONDITIONAL WAIVER AND RELEASE ON FINAL PAYMENT

Project ____________________ Job No. ___________________

The undersigned has been paid in full for all labor, services, equipment of material furnished to the jobsite or to __________(Person with whom undersigned contracted), on the job of __________(Owner) located at __________(Job Description) and does hereby waive and release any right to mechanic's lien, any state or federal statutory bond right, any private bond right, any claim for payment and any rights under any similar ordinance, rule or statute related to claim or payment rights for persons in the undersigned's position, except for disputed claims for extra work in the amount of $___________. The undersigned warrants that he either has already paid or will use the monies he receives from this final payment to promptly pay in full all of his laborers, subcontractors, materialmen and suppliers for all work, materials, equipment or services provided for or to the above referenced project.

Dated: ____________________ ____________________________________ (Company Name)

_________________ By: _______________

____________________________________ (Title)

STATE OF ARIZONA § § COUNTY OF ____________ §

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EXHIBIT H

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Exhibit 5

Exhibit 5 Received 7/25/2024 ROC Legal

From: Shawn Valk To: Ron Holmes Subject: Fwd: 365 Princess and 115th Date: Monday, May 13, 2024 4:21:00 PM

FYI

Shawn Valk 1450 TL Townsend Dr, Ste 100 Rockwall, TX 75032

Cell: 469-222-1597 Fax: 469-718-0451

THE INFORMATION CONTAINED IN THIS E-MAIL MESSAGE IS INTENDED ONLY FOR THE PERSONAL AND CONFIDENTIAL USE OF THE DESIGNATED RECIPIENTS. THIS MESSAGE MAY BE AN ATTORNEY-CLIENT COMMUNICATION, AND AS SUCH IS PRIVILEGED AND CONFIDENTIAL. IF THE READER OF THIS MESSAGE IS NOT AN INTENDED RECIPIENT, YOU ARE HEREBY NOTIFIED THAT ANY REVIEW, USE, DISSEMINATION, FORWARDING OR COPYING OF THIS MESSAGE IS STRICTLY PROHIBITED. PLEASE NOTIFY THE SENDER IMMEDIATELY BY REPLY E-MAIL OR TELEPHONE, AND DELETE THE ORIGINAL MESSAGE AND ALL ATTACHMENTS FROM YOUR SYSTEM. THANK YOU.

---------- Forwarded message --------- From: Brock Stortini <[email redacted]> Date: Mon, May 13, 2024 at 4:15 PM Subject: 365 Princess and 115th To: shawn valk <[email redacted]>, Janner Greenhow <[email redacted]> Cc: TJ Patterson <[email redacted]>, Kieffer Smith <[email redacted]>, Luis Echeverria <[email redacted]>, Blaine Whetten <[email redacted]>

Mr Valk Thank you for taking the time to meet via zoom this morning. Received 7/25/2024 ROC Legal

As per the conversation and your request, you have decided to terminate the contract for convenience with Degan construction on the Princess and 115th Ave Storage projects which we are currently under contract.

In accordance with Article 7.2.2.2 the subcontractor is entitled to receive payment and in accordance with Article 7.2.2.3 the subcontractor shall cease operations as directed by the contractor.

In our discussion I committed to providing you the status of the following:

Princess: Demobilization of all equipment by end of day 5/15/24 Patching of remaining tie holes by end of day 5/15/24 This would complete all work associated with Line Item 1 in our SOV We will begin to prepare for final invoicing.

115th: Demobilization of all equipment by end of day 5/15/24 I have confirmed there is no fabrication started on the rebar for any areas of the project other than the screen walls. We will begin to prepare for final invoicing.

Please let me know if you have any questions. Thank you Brock

Brock Stortini Degan Construction 602-689-1247 www.deganconstruction.com Received 7/26/24, 7:43 AM State of Arizona Mail - Degan Construction LLC v. American Eagle Contracting LLC License No. ROC 325113 7/25/2024 ROC Legal

Answers - AZROC <[email redacted]>

Degan Construction LLC v. American Eagle Contracting LLC License No. ROC 325113 Joye Allen <[email redacted]> Thu, Jul 25, 2024 at 3:54 PM To: "[email redacted]" <[email redacted]> Cc: "[email redacted]" <[email redacted]>, Robert McKirgan <[email redacted]>

Attached for filing is Respondent American Eagle Contracting LLC License No. ROC 325113’s Reply to Degan Construction’s Response to American Eagle’s Answer to Citation and Complaint.

[Quoted text hidden]

2024.07.25 American Eagle's Reply to Response to Answer to Citation and Complaint.pdf 8835K

https://mail.google.com/mail/b/AEoRXRQGtR3nV35TmKaL6pCi8gnDV5CY2AhppIcVjNYaBChS-gdl/u/0/?ik=581c53cf5c&view=pt&search=all&permms… 1/1 Mediation Notice

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

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

v. JOINT REQUEST FOR MEDIATION _________________________ RESPONDENT.

REQUEST

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

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

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

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

_____________________________________ _______________________ Respondent (or representative) Date

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

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

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

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

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

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

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

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

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

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

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

4. Subject Matter of Expected Testimony

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

4. Subject Matter of Expected Testimony

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

4. Subject Matter of Expected Testimony

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

4. Subject Matter of Expected Testimony

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

Exhibit Exhibit Name

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

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

Print Name Signature Date

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