2024A-07865-NPC-ROC Notice of Hearing & Packet.pdf

2024A-07865-NPC-ROC · Registrar of Contractors · 2024-11-26

REGISTRAR OF CONTRACTORS OF THE STATE OF ARIZONA

VM Underground Construction LLC, Case No. 2024-07865

COMPLAINANT, Docket No. 2024A-07865-NPC-ROC

v. NOTICE OF HEARING ON CONTESTED CASE SRD Excavation Corporation License No. ROC 349028,

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

HEARING INFORMATION The hearing is set for:

January 6, 2025 10:30 AM Samuel Fox 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 October 23, 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 November 26, 2024.

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

Copy mailed via USPS First Class mail November 26, 2024 to:

Respondent(s) SRD Excavation Corporation 2111 E Melrose St Gilbert, AZ 85297

Complainant(s) VM Underground Construction LLC 1844 N 38th Dr Phoenix, AZ 85009

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. 2024-07865 /

Hearing Packet FAQ What is the The Hearing Packet is a packet of certain documents collected or Hearing Packet? issued by the Registrar over the course of its investigation. Who gets the The Hearing Packet is assembled and distributed to all parties and Hearing Packet? to the Office of Administrative Hearings (“OAH”) prior to an administrative hearing. What types of The Registrar prepares a Hearing Packet for Complainant-Handled cases does the Cases and No-Pay Cases. Note: If the Docket Number on the Registrar prepare a Notice of Hearing contains a “CHC” or “NPC”, your case is a Hearing Packet for? Complainant-Handled Case or a No-Pay Case. What is in the The Hearing Packet contains essential case-specific documents and Hearing Packet? at a minimum will include the following documents: ● Original complaint; ● 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 If there is any evidence you submitted to the Registrar that are not documents missing included in the Hearing Packet it is your responsibility to introduce from the Hearing that evidence at the administrative hearing. Note: The Packet? 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

How do I disclose You must properly disclose any and all documents and witnesses evidence I intend to you intend to use at your hearing according to the Registrar’s use at a Hearing? 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 If you previously submitted documents to the Registrar and need a documents I copy of these documents, please contact the Registrar’s Legal previously submitted Department or submit a public records request at to the Registrar? 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

July 22, 2024

Via U.S. Mail and Email

Complainant VM Underground Construction LLC 1844 N 38th Dr Phoenix, AZ 85009

Via U.S. Mail and Email

Respondent SRD Excavation Corporation 2111 E Melrose St Gilbert, AZ 85297

Re: Complaint No. 2024-07865

Dear Complainant and Respondent:

The Registrar received a complaint filed against SRD Excavation Corporation 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 July 29, 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 July 29, 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/ Dylan Warwick Dylan Warwick

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 1700 W Washington St. Ste 105 Phoenix, AZ 85007

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

Person Filing Complaint (Payee) Business Name Full Name (First Middle Last) ROC License Number(s) (if any) Nerio Israel Torres Street Address City State Zip Code 11867 W Kinderman Dr Avondale Arizona 85323 Phone Number Email Address [number redacted] [email redacted] I consent to receive communications electronically in connection with this case

Name of Attorney (if any)

Attorney’s Street Address City State Zip Code

Attorney’s Phone Number Attorney’s Email Address

Licensee Information (Payer) Name (as shown on contracts, invoices, etc.) ROC License Number(s) SRD Excavation Corporation ROC 349028 Street Address City State Zip Code 2111 E Melrose St Gilbert AZ 85297 Phone Number Email Address

Name of Person(s) Representing License Seth Dixon Complaint Information Principal Amount Due (excluding interest and fees) Contract Date (if applicable) $25,592.20 May 17, 2024 Have you filed a civil complaint? No List all specific invoices which have not been paid. Attach additional pages if necessary. VM Underground Construction LLC 1844 N 38th Dr, Phoenix, AZ 85009 [email redacted] (480) 492-9710 SRD EXCAVATION CORPORATION 2111 E MELROSES ST GILBERT AZ 85297 INVOICE Invoice # SRD-01 Invoice Date 05/17/2024 Due Date 06/17/2024 Item Description Unit Price Quantity Amount Service FLEX NAP IN CONDUIT 27520FT 0.70 27520.00 19,264.00 Service F/O IN CONDUIT 5580FT 0.55 5580.00 3,069.00 Service ADDER TRACER WIRE 21728 FT 0.15 21728.00 3,259.20 NOTES: LUMEN JOB NUMBER 133152 Subtotal 25,592.20 Total 25,592.20 Amount Paid 0.00 Balance Due $25,592.20 Certification I certify, upon information and belief, that the above-named licensee has failed to pay monies in excess of seven hundred fifty dollars when due for materials or services rendered in connection with the licensee’s operations as a contractor. I further certify, upon information and belief, that the above-named licensee has the capacity to pay, or has received sufficient monies as payment for the particular construction work project or operation for which the services or materials were rendered or purchased. A.R.S. § 32-1154(A)(10). Printed Name Signature Date Nerio Israel Torres Declaration & Signature I am the Complainant in this Complaint Form or Complainant’s duly authorized representative. I declare under penalty of perjury that the information contained in this Form is true and correct to the best of my knowledge. I further certify that any documents submitted in support of this complaint are true and correct copies of the originals and are accurate to the best of my knowledge. I will assist in the investigation or in the prosecution of the contractor or other parties, and will, if necessary, attend hearings and testify to facts. Printed Name Signature Date Nerio Israel Torres Contract No.: 30021 SUBCONTRACT AGREEMENT

This Agreement is made this 27th day of April 2021, by and between

CONTRACTOR: SRD Excavation Corporation 2111 E Melrose St Gilbert AZ 85297 ROC 345373/349028 and SUBCONTRACTOR:

ROC

PROJECT: Lumen fiber build

OWNER: Lumen

ARCHITECT/ ENGINEER: Lumen

1. SUBCONTRACT WORK. In addition to those of this Agreement (as amended and supplemented), the terms, conditions and provisions of the agreement(s) between Owner and Contractor (or, as the case may be, the flow down provisions thereof set forth in or attached as Exhibit F), as amended and supplemented, (“Prime Agreement”) (this Agreement and the Prime Agreement, collectively “Subcontract Documents”) shall apply to the Subcontract Work and the performance/provision thereof and to Subcontractor, and Subcontractor shall comply therewith. With respect to the Subcontract Work, Subcontractor assumes toward Contractor all obligations, liabilities, duties, and responsibilities that Contractor assumes, has, or may have toward or with respect to Owner or others under or pursuant to the Prime Agreement. In the event of conflicts or inconsistencies between provisions of this Agreement (including all Exhibits except Exhibit F) and the provisions of the Prime Agreement (a copy of which, or the applicable flow down provisions of which, is attached hereto as Exhibit F, or is here incorporated by reference), the terms contained in the Prime Contract (or, as the case may be, the flow down provisions set forth in or attached as Exhibit F) shall govern and control; provided, however, that to the extent the conflicting or inconsistent provision of this Agreement imposes additional or greater duties or obligations on Subcontractor, or is otherwise more favorable to Contractor, then such conflicting or inconsistent provision of this Agreement shall govern and control.

1.1 Subcontractor shall perform the Subcontract Work set forth or described herein, and as set forth in Exhibit A, and in other Subcontract Documents (and as reasonably inferable from any of the foregoing), including the provision of all equipment, machinery, tools, parts, goods, materials, supplies, services, supervision, labor, transportation, freight, and storage incident thereto (“Subcontract Work”): as an independent contractor, exercising control over the means, methods and manner for and of performing the Subcontract Work; in accordance with best industry standards and practices and applicable codes and standards (and exercising the degree of skill, diligence, knowledge, experience, and care, and having the financial wherewithal, expected of a professional, highly experienced, and top quality subcontractor providing services like the Subcontract Work); as generally directed by Contractor; and in strict accordance and compliance with the Subcontract Documents and all applicable laws, rules, regulations, orders, judgments, determinations, licenses, permits, and other governmental authorizations (collectively, “Applicable Law”); and Subcontractor shall cooperate with Contractor, in all cases, so that Contractor may successfully fulfill all of its obligations to Owner.

1.2 Contractor and Owner shall have the right (but not the obligation) to inspect the Subcontract Work (wherever being performed or located) at all reasonable times; provided that neither any inspection nor any failure to inspect shall (i) relieve Subcontractor of any of its obligations, duties or responsibilities under or pursuant to the Subcontract Documents; or (ii) result

in the waiver or relinquishment of any right or remedy of Contractor or Owner. As applicable under law governing this Agreement, only for purposes of Contractor or Owner asserting the workers’ compensation bar, personnel of Subcontractor performing or providing Subcontract Work shall be deemed “statutory employees” of Contractor.

1.3 Time is of the essence in the performance, discharge and completion of the Subcontract Work and Subcontractor’s obligations, duties and responsibilities under the Subcontract Documents and Subcontractor shall perform and provide Subcontract Work for the Project strictly in accordance with the Progress Schedule (Exhibit B) prepared or to be prepared by Contractor after (to the extent practicable) consultation with Subcontractor, and as it may change from time to time (“Progress Schedule”). Subcontractor shall give timely notices to authorities pertaining to Subcontract Work and shall be solely responsible for all licenses, assessments, inspections, charges, testing, and taxes necessary or incident to performance and completion of Subcontract Work. Without limiting any of the foregoing: Subcontractor shall be fully and solely responsible and liable for the compensation and benefits of and for its personnel and for any and all taxes and similar impositions and charges (and related penalties and interest) associated therewith; Subcontractor shall be fully and solely responsible for the supervision and management of its personnel; in no event shall Subcontractor or any of its personnel (i) at any time be (or be deemed to be) employees, agents, representatives, joint venturers, partners, members, or representatives of Contractor or Owner; or (ii) have (or be deemed to have) any contractual or other relationship with Owner, and the relationship between Contractor and Subcontractor is solely that of independent contractor; and in no event shall Subcontractor have any power or authority to bind, act as an agent for, or otherwise represent Contractor or Owner. As used herein with respect to Subcontractor, “personnel” shall include Subcontractor affiliates, and all employees, agents, representatives, contractors, subcontractors, vendors, and suppliers of Subcontractor, of any of its affiliates, and of any of its or their subcontractors, vendors or suppliers.

1.4 Subcontractor hereby makes and provides all representations, warranties, and guarantees with respect to it and the Subcontract Work (and all related goods, materials and services) to Contractor as Contractor makes or provides to Owner under or pursuant to the Prime Agreement regarding it or Contractor’s work (and all related goods, materials and services). In addition and in any event: Subcontractor represents, warrants and guarantees to Contractor that the Subcontract Work (and all related goods, materials and services) shall (i) be free and clear of any claims, liens or encumbrances; (ii) comply with and conform to all specifications, drawings, requirements, designs, terms, conditions, and provisions of or in the Subcontract Documents and applicable codes and standards; (iii) be new, of best quality, merchantable, and fit and sufficient for their intended purposes; and (iv) be free from any and all defects, deficiencies and insufficiencies in engineering, design, workmanship, installation, and materials. Upon discovery or any notice (during the term of this Agreement or within the longer of any warranty period in the Prime Agreement and twenty-four (24) months after the date of a final and fully executed Notice of Final Completion) of any inaccuracy in or breach of any of the foregoing, Subcontractor shall immediately commence remedy thereof at its sole cost and expense and shall diligently, promptly and continuously continue such remedy until fully completed. In all events, remedy shall be completed within thirty (30) days after discovery or notice thereof, except to the extent agreed otherwise in writing by Contractor.

1.5 Subject to the last clause of Section 18 hereof, the term of this Agreement shall be for the period commencing on the Effective Date and ending on full and final completion of the Subcontract Work. Subcontract Work is being performed at unit rates and at the direction of Contractor. Accordingly, Contractor shall determine when completion of the Subcontract Work has occurred and shall notify Subcontractor of such completion.

2. SUBCONTRACT AMOUNT. Subject to the other terms and conditions of the Subcontract Documents, Contractor agrees to pay Subcontractor for satisfactory and timely performance and completion of Subcontract Work in accordance and compliance with the Subcontract Documents: unit rates as set forth in Exhibit E (the “Subcontract Amount”). Retainage shall be Ten percent (10%), which is equal to the percentage retained from Contractor's payment by Owner. Contractor has the rights, inter alia, to use the retained funds to apply towards any liens of unpaid subcontractors and materialmen, or to use toward the resolution of defective work or warranty items. Contractor further has the right to consider its expenses (including reasonable attorney’s fees and costs) with relation to the above items. Except for instances expressly provided for in Section 10.4 below, Subcontractor for and on behalf of itself and all of its personnel hereby waives any and all liens, encumbrances and claims (including all rights to file, assert or pursue any thereof) it or its personnel may have or may be entitled to, including any thereof and all rights to file, assert or pursue any thereof on, against or with respect to the Subcontract Work, work of Contractor, the Project, any property or asset of Contractor or Owner, or any part or portion of any of the foregoing.

3. INSURANCE. Subcontractor shall purchase, obtain and continuously maintain insurance coverages and policies that will protect Subcontractor, Contractor and Owner from claims and losses arising out of or related to the Subcontract Work or Subcontractor’s (or any of its personnel’s) operations, acts or omissions under, in connection with or related to this Agreement, any other Subcontract Documents, or the subject matter of any thereof, whether the operations, acts or omissions are of or by Subcontractor, any of Subcontractor's consultants, vendors, suppliers or subcontractors, anyone directly or indirectly employed by any of them, anyone for whose acts any of them may be liable, or any other Subcontractor personnel. Subcontractor shall maintain coverages, polices and limits as set forth in Exhibit C.

4. BONDS, PARENTAL GUARANTEE. Subcontractor shall not furnish to Contractor, as Obligee, surety bond(s) in a form acceptable to Contractor, and through a surety mutually agreeable to Contractor and Subcontractor, to secure faithful performance of Subcontract Work and to satisfy Subcontractor payment obligations related to Subcontract Work. Subcontractor shall not furnish to Contractor, as beneficiary, a parental guarantee in a form acceptable to Contractor.

5. EXHIBITS. The following Exhibits (as they may be amended or supplemented from time to time) are incorporated as an attachment and made part of this Agreement:

EXHIBIT A: Subcontract Work (Scope of Work) EXHIBIT B: Progress Schedule: - Schedule work with the Job site PM. EXHIBIT C: Insurance Requirements/Provisions EXHIBIT D: Site Specific Safety Management Plan. EXHIBIT E: Compensation / Payment EXHIBIT F: Prime Agreement /Prime Agreement Flow downs

To the extent of any conflict between the terms of the body of this Agreement and the terms of any of the Exhibits (excepting Exhibit F), the terms of the body of this Agreement shall govern and control; to the extent of any conflict between the terms of the Exhibits (excepting Exhibit F) the Exhibits shall govern and control in the order listed above.

6. SAFETY. To protect persons and property, Subcontractor shall establish a safety program implementing safety measures, policies and standards conforming to (1) those required or recommended by governmental and quasigovernmental authorities having jurisdiction and (2) requirements of Contractor as may be set forth in Exhibit D, Owner (including applicable policies thereof) and of the Subcontract Documents. Subcontractor shall keep the Project site clean and free from waste, rubbish and debris resulting from or relating to Subcontract Work.

7. SUBCONTRACTORS. Subcontractor shall run background checks and notify Contractor of any subcontractors other than those specifically listed below, which have been approved in writing by Contractor. Only subcontractors, vendors and suppliers that have successfully completed background checks and that have been approved by Contractor in writing may be retained by Subcontractor for any part of the Subcontract Work. Subcontractor shall enter written contracts with all such subcontractors, vendors and suppliers requiring that they are bound by and shall comply with the Subcontract Documents to the same extent as Subcontractor is required to under this Agreement.

8. SCHEDULE. Contractor shall prepare, and shall revise and update the Progress Schedule, as necessary, as Contractor's work progresses. Subcontractor shall provide Contractor with any scheduling information proposed by Subcontractor or requested by Contractor for Subcontract Work and shall revise and update as the Project progresses. Subcontractor shall be bound by the Progress Schedule, as revised by Contractor. The Progress Schedule and all subsequent changes and additional details shall be submitted to Subcontractor reasonably in advance of required performance. Contractor shall have the right to determine and, if necessary, change the time, order, and priority in which various portions of Subcontract Work shall be performed.

9. CHANGE ORDERS. When Contractor orders in writing, Subcontractor, without nullifying this Agreement, shall make any and all changes in Subcontract Work which are within the general scope of this Agreement. No adjustment in the Subcontract Amount, Progress Schedule, or time/schedule of or for performance and completion of Subcontract Work shall be permitted, except as expressly authorized by a final, fully executed Change Order in a form acceptable to Contractor (“Change Order”), and then only if and to the extent of the part of a final, fully executed change order between Owner and Contractor pertaining to the Subcontract Work. If commencement and/or progress of Subcontract Work is delayed without any fault or responsibility of Subcontractor and Subcontractor notifies Contractor thereof within three (3) days after such occurrence, the time for performance of Subcontract Work shall be extended by Change Order only if and to the extent of the part of a final, fully executed change order between Owner and Contractor pertaining to the Subcontract Work, and the Progress Schedule shall be revised accordingly.

10. PAYMENT.

10.1 SCHEDULE OF VALUES. If required by Contractor, Subcontractor shall provide a schedule of values satisfactory to Contractor not more than fifteen (15) days from the Effective Date.

10.2 PROGRESS AND FINAL PAYMENTS. Undisputed progress payments, less retainage and amounts withheld pursuant to Section 10.3, shall be made to Subcontractor, for Subcontract Work satisfactorily performed and completed in accordance and compliance with the Subcontract Documents, no later than forty-five (45) days from Contractor’s receipt of (i) Subcontractor’s Payment Application; (ii) a properly prepared, supported and timely submitted invoice, which is due on the 5th day of each month (for work performed the preceding month); and (iii) interim lien releases and waivers for Subcontractor and its relevant personnel, whichever is latest. RECEIPT OF PAYMENT BY CONTRACTOR FROM OWNER FOR WORK PERFORMED BY SUBCONTRACTOR IS A CONDITION PRECEDENT TO PAYMENT BY CONTRACTOR TO SUBCONTRACTOR FOR THAT WORK. When the Subcontract Work is fully and finally completed in accordance and compliance with the Subcontract Documents, Subcontractor shall request Contractor to execute a Notice of Final Completion. Final payment of the undisputed balance due (less retainage and amounts withheld pursuant to Section 10.3) shall be made to Subcontractor no later than forty-five (45) days after receipt of Subcontractor’s final Payment Application, its final invoice (as described above), the completed Notice of Final Completion (and execution by Contractor thereof), interim and final lien releases and waivers for Subcontractor and its relevant personnel, whichever is latest, and final payment by Owner for all work performed by Subcontractor. All payments are subject to receipt of such other lien waivers, affidavits, warranties, guarantees or other documentation required by the other Subcontract Documents or Contractor and to withholding pursuant to Section 10.3. Retainage (less any such amounts withheld and disputed amounts) shall be paid to Subcontractor no later than forty-five (45) days after the later of the expiration of all statutory and commom law lien filing periods and receipt of Subcontractor’s accurate invoice there for. No payment by Contractor shall constitute or be deemed acceptance of the Subcontract Work by Contractor or Owner, or relieve Subcontractor of any of its obligations, duties or responsibilities under or pursuant to the Subcontract Documents, or result in the waiver or relinquishment of any right or remedy of Contractor or Owner.

10.3 PAYMENTS WITHHELD. Contractor may reject a Subcontractor Payment Application and/or invoice and nullify a previously approved Subcontractor Payment Application or invoice, in all cases in whole or in part, as (A) may reasonably be necessary to protect Contractor from loss or damage caused by Subcontractor's (or any of its personell’s) failure to (1) timely perform Subcontract Work, (2) properly pay subcontractors, vendors and/or suppliers, (3) promptly correct rejected, defective or nonconforming Subcontract Work, or (4) to otherwise comply with Subcontract Documents; or (B) appropriate to defray Subcontractor’s indemnity obligations hereunder or under any Subcontract Document.

10.4 PAYMENT DELAY. If Contractor has received payment from Owner and, if for any reason not the fault of Subcontractor or any of its personnel, Subcontractor does not receive a progress payment from Contractor within thirty (30) days after the date such payment is due, Subcontractor, upon giving seven (7) days' written notice to Contractor, may suspend Subcontract Work until payment of the undisputed amount (less retainage and amounts withheld under Section 10.3) owing to Subcontractor has been received.

10.5 WAIVER OF CLAIMS. Final payment of undisputed amounts (less amounts withheld under Section 10.3) shall constitute a waiver of all claims by Subcontractor relating to Subcontract Work, but shall in no way relieve Subcontractor of liability for warranties, indemnity obligations, or for nonconforming or defective Subcontract Work discovered after final payment has been made to Subcontractor.

10.6 EARLY PAYMENT DISCOUNT. Contractor shall be entitled to a three percent (3.5%) discount on any amount owed to Subcontractor for an undisputed progress or final payment if Contractor makes payment of the undisputed amount to Subcontractor within ten (14) days after receipt of an invoice (and the other required documentation specified in Section 10.2 above) from Subcontractor. In such event, the reduced payment amount (the undisputed amount less three percent (3.5%) thereof) shall be considered payment in full of the entire undisputed amount. For purposes of determining Contractor’s entitlement to an early-payment discount, payment shall be considered to have been made on the date that appears on the payment check or, for an electronic funds transfer, the specified payment date.

11. INDEMNITIES. Subcontractor (on behalf of itself and its personnel) hereby releases and shall indemnify, defend and hold harmless Contractor, Owner, Architect/Engineer, their respective affiliates and owners, the directors, officers, licensees, lenders, insurers, sureties, employees, consultants, attorneys, agents, representatives, and direct and indirect customers, contractors, subcontractors (excluding Subcontractor), vendors and suppliers of any of the foregoing, and all successors and assigns of any of the foregoing, from and against any and all actual or alleged claims, demands, suits, actions, causes of action, legal proceedings, damages, delay damages, liquidated damages, losses, liabilities, fines, penalties, assessments, costs and expenses (including attorneys’ fees and costs of legal proceedings) arising from or incident, relating or attributable to, directly or indirectly, (i) any act or omission of Subcontractor or any of its personnel; (ii) the performance or provision of the Subcontract Work (including any claim of any Subcontractor personnel for compensation or benefits from Contractor); (iii) any breach of or delay or failure in performing any Subcontractor obligation, duty or responsibility under any Subcontract Document, any other breach of any term, condition or provision of any Subcontract Document, or the breach or inaccuracy of any representation, warranty or guarantee of Subcontractor under or pursuant to any thereof; (iv) any damage or destruction of any property of Subcontractor or any of its personnel or any injury to any of Subcontractor’s personnel; (v) any lien, encumbrance or claim described in Section 2 (including the filing, assertion or pursuit of any

thereof); or (vi) any failure of Subcontractor or its personnel to comply with Applicable Law, in each case (to the maximum extent permitted under Applicable Law) regardless of the negligence or other fault of any indemnitee. In the case of claims against any indemnitee of or by any employees of Subcontractor, anyone directly or indirectly employed by Subcontractor, anyone for whose acts Subcontractor may be liable, or any other Subcontractor personnel, the indemnification obligations hereunder shall not be reduced in any way by any limitation on the amount or types of damages, compensation or benefits payable by or for Subcontractor or any other person (other than an indemnitee) under workers' compensation acts, disability benefit acts, or other employee benefit acts. In any of the foregoing events, Contractor may also be represented in any such suits, actions, or legal proceedings by attorneys of its own selection at Subcontractor's expense.

12. CONTRACTOR'S RIGHT TO PERFORM SUBCONTRACTOR'S RESPONSIBILITIES AND TERMINATION OF AGREEMENT.

12.1 FAILURE OF PERFORMANCE. Should Subcontractor fail to remedy any breaches or deficiencies or to commence and continue satisfactory correction of any default with diligence or promptness within three (3) working days from receipt of Contractor's written notice, then Contractor, without prejudice to any other rights or remedies, shall have the right to take whatever steps it deems necessary to remedy such and charge the cost thereof to Subcontractor, which shall be liable for such payment, including reasonable overhead, profit and attorneys' fees. In the event of an emergency affecting safety of persons or property, Contractor may proceed as above without notice, but Contractor shall give Subcontractor notice promptly after the fact.

12.2 TERMINATION/SUSPENSION BY OWNER. Should Owner terminate or suspend the Prime Agreement or any part which includes Subcontract Work, Contractor shall notify Subcontractor in writing thereof, and upon written notification, this Agreement shall either be terminated or suspended, as the case may be, and (except as set forth in such notice otherwise) Subcontractor shall immediately stop all or the suspended, as the case may be, Subcontract Work, follow all of Contractor's instructions, preserve and protect all Subcontract Work and related materials, machinery and equipment, and avoid or, if not possible, mitigate to the greatest possible extent all costs, expenses and charges. In the event of Owner termination or suspension, Contractor’s liability (if any) to Subcontractor shall be limited to the extent of Contractor’s recovery in respect of Subcontract Work under the Prime Agreement. Subcontractor agrees to cooperate with Contractor, at Subcontractor's expense, in the prosecution of any claim arising out of Owner’s termination or suspension.

12.3 TERMINATION BY CONTRACTOR FOR CAUSE. In the event of any breach, default or deficiency of or by Subcontractor, if Subcontractor fails (i) to commence within three (3) days after written notice thereof (and thereafter promptly, diligently, and satisfactorily to continue) the remedy and cure of any such breach, default or deficiency; or (ii) to fully complete any such remedy and cure within thirty (30) days after commencement thereof, Contractor shall at any time have the right to terminate this Agreement in whole or in part. In such event, Subcontractor shall be entitled to no further compensation except after completion of all Subcontract Work and as provided in this Section 12.3 below. A written notice of termination shall be issued by Contractor to Subcontractor at the time Subcontractor is terminated, which shall specify the extent of such termination. Contractor may furnish those materials, equipment and/or employ such workers or subcontractors as Contractor deems necessary to maintain the orderly progress of Contractor's work. All costs incurred by Contractor in performing or discharging Subcontract Work, including reasonable overhead, profit and attorneys' fees, costs and expenses, shall be deducted from any monies due or to become due Subcontractor. Subcontractor shall be liable for payment of any amount by which such amounts may exceed the unpaid balance of undisputed portions of the Subcontract Amount.

12.4 TERMINATION FOR CONVENIENCE. Contractor may, at any time, for any reason terminate this Agreement or any part thereof after providing Subcontractor fifteen (15) days written notice. After receiving the written notice, Subcontractor shall immediately suspend work and begin demobilization unless otherwise directed by Contractor. Upon termination, Contractor shall take possession of the Services done under the terms hereof, and will promptly make settlement for those satisfactory Services performed by Subcontractor up to the effective date of the termination. Upon termination and pursuant to this paragraph, Subcontractor shall be entitled to reasonable profit and overhead for Services completed and reasonable demobilization costs incurred in accordance with such termination upon submission of an invoice by Subcontractor.

13. CLAIMS AND DISPUTES.

13.1 CLAIMS RELATING TO CONTRACTOR. Subcontractor shall give Contractor written notice of all claims within seven (7) days of Subcontractor's knowledge of facts giving rise to the event for which claim is made; otherwise, such claims shall be deemed waived. All unresolved claims, disputes and other matters in question between Contractor and Subcontractor shall be resolved in the manner provided in this Agreement.

13.2 LIQUIDATED DAMAGES. Subcontractor shall not be responsible for liquidated damages as provided below. Subcontractor understands and agrees that if Subcontract Work is not fully and finally completed by the date set forth there for in the Progress Schedule, Contractor will suffer damages which are difficult to determine and accurately specify. Accordingly, in any such event, Subcontractor shall pay Contractor NA as liquidated damages, and not as a penalty, for each day that full and final completion of the Subcontract Work extends beyond such date. Contractor,

at its discretion, may elect to offset any such liquidated damages from any retainage. Liquidated damages shall be paid by Subcontractor by the fifteenth (15th) day of the month following the month in which the liquidated damages were incurred.

13.3 WORK CONTINUATION AND PAYMENT. Unless otherwise agreed in writing, Subcontractor shall continue Subcontract Work and maintain the Progress Schedule during the pendency of any dispute and any dispute resolution proceedings. If Subcontractor continues to perform, Contractor shall continue to make payments of undisputed amounts in accordance with this Agreement.

13.4 MULTIPARTY PROCEEDING. The parties agree that all parties necessary to resolve a claim shall be parties to the same dispute resolution proceeding. To the extent disputes between Contractor and Subcontractor involve in whole or in part disputes between Contractor and Owner, disputes between Subcontractor and Contractor shall be decided by the same tribunal and in the same forum as disputes between Contractor and Owner.

13.5 NO LIMITATION OF RIGHTS OR REMEDIES. Nothing herein shall limit any rights or remedies provided to Contractor in or pursuant to this Agreement and shall be in addition to and cumulative of one another and of any rights or remedies which Contractor may have at law or in equity.

13.6 STAY OF PROCEEDINGS. In the event that provisions for resolution of disputes between Contractor and Owner contained in the Prime Agreement do not permit consolidation or joinder with disputes of third parties, such as Subcontractor, resolution of disputes between Subcontractor and Contractor involving in whole or in part disputes between Contractor and Owner shall be stayed pending conclusion of any dispute resolution proceeding between Contractor and Owner.

13.7 DIRECT DISCUSSION. If a dispute arises out of or relates to this Agreement, the parties shall endeavor to settle the dispute through direct discussion.

13.8 MEDIATION. Mediation shall be applicable. Disputes between Subcontractor and Contractor not resolved by direct discussion shall be submitted to mediation pursuant to the Construction Industry Mediation Rules Of The American Arbitration Association. The parties shall select the mediator within fifteen (15) days of the request for mediation. Engaging in mediation is a condition precedent to any form of binding dispute resolution.

13.9 OTHER DISPUTE PROCESSES. If neither direct discussions nor mediation successfully resolve the dispute, the parties agree that the following shall be used to resolve the dispute:

Arbitration Arbitration shall be pursuant to the Construction Industry Rules of the American Arbitration Association, unless the parties mutually agree otherwise. A written demand for arbitration shall be filed with the American Arbitration Association and the other party to the Agreement within a reasonable time after the dispute or claim has arisen, but in no event after the applicable statute of limitations for a legal or equitable proceeding has run. The arbitration award shall be final. This agreement to arbitrate shall be governed by the Federal Arbitration Act, and judgment upon the award may be confirmed in any court having jurisdiction.

Litigation Action may be filed in the appropriate state or federal court.

13.10 COST OF DISPUTE RESOLUTION. The cost of any mediation proceeding shall be shared equally by the parties participating. The prevailing party in any dispute that goes beyond mediation arising out of or relating to this Agreement or its breach shall be entitled to recover from the other party reasonable attorneys' fees, costs and expenses incurred by the prevailing party in connection with such dispute.

14. RISK OF LOSS. Subcontractor shall carry on the Services at its own risk until the same is fully completed and accepted by Contractor pursuant to the terms and conditions of this Agreement. With the exception of loss or damage caused solely by an act or omission of Owner and/or Contractor, any loss or damage to the Services prior to the Acceptance Date of the Services shall be borne soley by Subcontractor, and Subcontractor shall promptly repair or replace the Service lost or damaged.

Subcontractor shall effectively secure and protect the work done hereunder and assume full responsibility for the condition thereof until final acceptance. Subcontractor further agrees to provide such protection as is necessary to protect the work and the works of Contractor, Owner, and other subcontractors from Subcontractor’s operations. Subcontractor shall repair or replace, at its own expense, any property, surfaces, structures, or conditions damaged as a result of, or arising out of, Subcontractor’s work.

15. JOINT DRAFTING. The parties expressly agree that this Agreement was jointly drafted, and that they both had opportunity to negotiate terms and to obtain assistance of counsel in reviewing terms prior to execution.

16. ASSIGNMENT. This Subcontract (including all warranties herein) is and shall be fully assignable and transferable to Owner, in all

cases without prior notice to or consent of Subcontractor, and regardless of whether Owner assumes Contractor’s obligations under this Subcontract. Subcontractor may not assign, transfer, delegate or subcontract this Agreement or any of its rights, obligations, duties or responsibilities hereunder, except upon the prior written consent of Contractor.

17. LIMITATION OF LIABILITY. With the exception of third party claims, neither Owner nor Contractor nor Subcontractor shall be liable to each other for any special, consequential, incidental, indirect, punitive, or exemplary damages in any way arising from or related to the performance of this Agreement, whether such claims arise as a breach of contract claim, as a tort claim, or otherwise.

18. GOVERNING LAW, NON-DISCLOSURE, MISCELLANEOUS. This Agreement shall be governed by the laws of the state or province where (or where the majority of) the Subcontract Work is performed, regardless of any conflicts-of-laws provisions or principles to the contrary; Contractor’s liability under or with respect to the Subcontract Work or this Agreement is limited in all events to payment of undisputed amounts due and owing to Subcontractor hereunder; the Subcontract Documents contain the parties’ entire agreement, and this Agreement may not be amended or modified except as provided for herein or in writing duly executed by both parties; any waiver by Contractor of any requirement, term, condition, or provision hereof, shall not constitute a continuing waiver thereof or a waiver of any other requirement, etc., and must be in writing and duly executed and delivered by the Contractor in order to be effective and binding; if any provision, term or condition of this Agreement is declared void or unenforceable, it shall be severed from this Agreement and the remaining terms shall remain in full force and effect, provided that, it is the parties’ intent that any such severed provision be replaced with a valid and enforceable one that reflects to the greatest possible extent the parties’ original contractual intent; this Agreement shall not be construed against the drafter thereof; the use of words herein such as “include,” “including,” and words of similar import shall be deemed in all instances to be followed by the words “without limitation;” titles of sections and subsections herein are for the convenience of the parties only and shall not affect the meaning of or limit any provisions of any such sections or subsections; Subcontractor and its personnel shall keep confidential and shall not disclose (i) this Agreement, any other Subcontract Document, or the Project; (ii) any part or provision of any thereof (except only to those Subcontractor employees or subcontractors that need-to-know in order to perform/provide the Subcontract Work); or (iii) any information regarding the business affairs, operations, projects, prospects, finances, projections, plans, opportunities, technology, techniques, processes, facilities, properties, assets, personnel, know-how, designs, engineering, drawings, specifications, inventions, intellectual property, trade secrets, ideas, or other information which is or may be confidential or proprietary, of Contractor, Owner or any of their respective affiliates, agents, representatives, contractors, subcontractors, vendors or suppliers, received by Subcontractor or any of its personnel from any of them or learned or developed in connection with the Subcontract Work, this Agreement, any other Subcontract Document, or the subject matter of any thereof; and the obligations of Subcontractor hereunder (or pursuant hereto) and the provisions hereof or of the other Subcontract Documents which are of a continuing nature (including those regarding or with respect to warranties, indemnities, taxes, and insurance requirements) shall remain in full force and effect regardless of completion of Subcontract Work or the expiration or any termination or suspension of this Agreement or any other Subcontract Document.

19. NOTICES. All notices under this Agreement must be in writing, identified by this Agreement number and title and sent by overnight mail or via email to the following:

Subcontractor: Contractor: SRD Excavation Corporation Attn: Attn: Seth Dixson Address: Address: 2111 E Melrose St Gilbert, AZ 85297 Phone: Phone: 480 600 2204

Subcontractor: Contractor:. SRD Excavation Corporation By: _______________________________________ By: _______________________________________

Print Name: ________________________________ Print Name: ________________________________

Print Title: _________________________________ Print Title: _________________________________

EXHIBIT A

Subcontract Work (Scope of Work)

Subcontractor agrees to furnish all labor, supervision, Consumables, transportation, freight, licensing, insurance, and all other goods, property and services necessary to timely and fully perform, complete, test and operate to Contractor’s satisfaction, in a neat, first-class, good and workmanlike manner, and in strict compliance with the Subcontract Documents, all of the following work, goods and services:

All bore rates listed in Exhibit E shall include setup, bore, small, teardown/mobilization of equipment, receiving pits, excavation, adjoining of all conduits, conduits connections to any existing conduits, backfill to original grade, sufficient compaction to meet ACHD specification, sod restoration, hard surface restoration, pedestrian/traffic control and cleanup of all debris, that is, leaving the site in the same or better condition in which it was found. All running lines to reflect design provided by the contractor or any modifications approved by contractor prior work being performed.

Subcontractor agrees to furnish daily reports and bore logs to contractor that show total footage and depths and to line out where crews will be located the following business day.

On any backfill settleing or problem in you scope of work you will have 24hrs to have the problem corrected for the customer or SRD will have its inhouse crews resolve the problem and billed to your retainage account.

EXHIBIT B

Progress Schedule:

There is no pre-defined progress schedule for completion of the Subcontract Work. Subcontractor shall perform the Subcontract Work as scheduled and directed by Contractor’s on-site project manager.

EXHIBIT C

Insurance Requirements/Provisions

1. Casualty Insurance Subcontractor shall, at its sole cost and expense, and prior to the earlier of the effective date of the agreement between Contractor and Subcontractor (the “Subcontract”) and the start of any work or services as defined therein (the “Work”), procure and maintain (and shall cause its sub-subcontractors to also procure and maintain) insurance coverages as described below and including on all of its/their Work, operations and activities, with companies acceptable to Contractor. Subcontractor’s policies shall expressly provide coverage for the operations and activities of all its sub-subcontractors, regardless of whether such sub-subcontractors have procured and maintained policies therefor, including as required hereby. All such coverages and policies shall be primary to, and not additional to, supplemental of, or contributing with, any insurance coverages or policies of Contractor, Owner, any of their respective affiliates, or any other project contractor, subcontractor, vendor, supplier, agent, or representative of any thereof.

1.1 Workers’ Compensation and Employer’s Liability Insurance Workers’ Compensation insurance shall be provided as required by applicable law or regulation for all of Subcontractor’s workers. Employer’s Liability insurance shall be provided in amounts not less than:

$ 1,000,000 each accident for bodily injury by accident. $ 1,000,000 policy limit for bodily injury by disease; and $ 1,000,000 each employee for bodily injury by disease.

If any of the Work, operations or activities of any of the Subcontractor, its sub-subcontractors, or their respective agents, employees, personnel, licensees or representatives include work, operations or activities (e.g., work on railways or other public shipment or transportation facilities, or work of the nature otherwise covered or addressed by any of the following laws or associated rules or regulations) which implicate any provisions of the Jones Act, the Federal Railway Act, or other laws, rules, regulations or statutes applicable to facilities employees, coverage shall be included for all such related injuries, claims and losses, in statutorily required or higher amounts. If coverage is obtained from a state fund (e.g., Ohio, North Dakota, Washington, Wyoming), Subcontractor will purchase “Stop Gap” coverage, with limits of $1,000,000 per occurrence, from a commercial insurer meeting the requirements of this Exhibit.

Subcontractor shall require all its sub-subcontractors to provide Workers' Compensation insurance for their respective employees. No "alternative" form of coverage will be accepted. The Workers’ Compensation Policy(ies) (and all other policies noted herein) shall include waivers of subrogation and Workers’ Compensation liens and rights of intervention, in favor of the Contractor and Owner and their respective affiliates, joint venturers, contractors (other than Subcontractor and its sub-subcontractors), vendors, suppliers, customers, employees, materialmen, agents and representatives (collectively, the “Affiliates”).

1.2 Automobile Liability Insurance Subcontractor shall carry automobile liability insurance, including coverage for all owned, hired, and non-owned automobiles. The limits of liability shall be not less than $2,000,000 combined single limit each accident for bodily injury and property damage. The Automobile Liability Policy shall include a waiver of subrogation in favor of Contractor, Owner, and Affiliates. The policy must be on an occurrence basis and shall be on a standard ISO Form CA 00 48 or equivalent form acceptable to Contractor. The policy shall be written to cover all owned, hired, and non-owned automobiles, and state that it is primary insurance and noncontributory as regards any other insurance carried by Contractor or Owner.

If Subcontractor’s Work includes the hauling of hazardous substances or materials or pollutants (including waste), the policies must extend pollution coverage to the transportation of hazardous substances and materials and pollutants (including waste). Subcontractor will attach all endorsements required by law, such as the MCS-90 endorsement required by the Motor Carrier Act of 1980, if applicable.

1.3 General Liability Insurance Subcontractor shall carry primary Commercial General Liability insurance covering all Work, operations and activities by or on behalf of Subcontractor on ISO Form CG 00 01 or equivalent form acceptable to Contractor providing insurance for bodily injury liability and property damage liability for the limits of liability indicated below and including but not limited to coverage for: (1) premises and operations. (2) products and completed operations. (3) contractual liability. (4) broad form property damage (including completed operations). (5) personal injury liability; and (6) independent contractors.

Should Subcontractor’s policy contain a “cross-suits” exclusion, the cross-suits exclusion shall not apply to any “additional insureds”, and the endorsement shall be modified to exclude “additional insureds” from the “cross-suits” exclusion. The Commercial General Liability Policy shall include a Waiver of Subrogation in favor of Contractor, Owner, and Affiliates.

The limits of liability shall be not less than: $2,000,000 each occurrence, per project, per location (combined single limit for bodily injury and property damage), $2,000,000 for personal injury liability, with aggregate limits not less than $2,000,000.

1.4 Professional Liability If Subcontractor’s Work includes design services (e.g., design, engineering, or design/build services for any Work, including mechanical, electrical, structural, plumbing, and fire sprinkler systems) or other professional services, Subcontractor must obtain a Professional Liability Insurance Policy with limits not less than $2,000,000 per occurrence, with a retroactive or prior acts date not later than the date such services began. Such insurance shall be maintained for not less than three years following completion of the project and its acceptance by Owner.

1.5 Pollution Liability If the Work includes the remediation of hazardous substances or materials, or if the Work creates an exposure to hazardous substances or materials, as those terms are defined in applicable federal, state or local law, Subcontractor and its sub- subcontractors and suppliers shall obtain a “Contractor’s Pollution Liability” policy with limits not less than $1,000,000 per occurrence for Bodily Injury, Personal Injury and Property Damage.

1.6 Excess/Umbrella Liability Insurance The policy must be on an occurrence basis and shall be on a standard form acceptable to Contractor, providing coverage in excess of the limits specified above. Such policy shall have the same inception and expiration dates as the underlying liability policies and coverage shall be no less broad than those primary policies. Policy must follow the form of the underlying liability policies, including as respects any Per Project Aggregate or higher limits as may be required.

The limits of liability shall not be less than: $5,000,000 Each Occurrence including a $5,000,000 Annual Aggregate. For subcontracts with a potential value in excess of $5,000,000, an additional $5,000,000 of Excess Liability Insurance policy shall be maintained. All Excess coverage shall, at a minimum, include the items set forth in 1.1 - 1.5 above. Umbrella or Excess Liability Insurance shall be increased to $5,000,000 combined single limit per occurrence if Aircraft or Marine liability is required. Higher limits of liability may be required for hazardous work.

In addition, Subcontractor shall maintain primary and excess products liability and completed operations coverage for at least three (3) years following completion of all Work and its acceptance by Owner.

1.7 All-Risk Insurance Subcontractor shall maintain in full force and effect “All Risk Insurance”, acceptable to Contractor, for (i) Subcontractor’s own property, equipment, machinery and materials, and (ii) all work (including any equipment, machinery or materials), and property in the care, custody, or control of Subcontractor which is to become a part of the Work or project, while such equipment and property is stored at the jobsite, at temporary locations, or while in transit to the project from temporary locations. Subcontractor shall also be responsible for otherwise insuring Subcontractor’s owned, rented or borrowed equipment.

2. Additional Requirements

2.1 Additional Insured. Contractor, Owner, Affiliates, and any other interested parties, as designated by Contractor, shall be named as additional insureds under the policies required in this Exhibit (including Sections 1 and 3 hereof), except Professional Liability (if applicable) and Workers Compensation policies and such insurance shall apply as primary insurance. Coverage for Contractor and Owner as additional insureds shall be provided from at least the beginning of the Work until at least three (3) years following completion of all Work and the project and its acceptance by Contractor and Owner, by endorsements providing coverage at least as broad as ISO Additional Insured Endorsement Forms CG 20 10 and CG 20 37 or similar form as approved in writing by Contractor. The duty to provide such additional insured coverage is independent of (and such duty, insurance, and any limitations/exclusions in any policy, endorsement or otherwise, shall not limit or qualify) the defense and indemnity obliga- tions set forth in this Subcontract. Any insurance maintained by Contractor or Owner shall be excess insurance and not be called upon to contribute with this insurance.

Subcontractor shall ensure that its sub-subcontractors of every tier also carry insurance in like form with the minimum limits of liability specified above. Subcontractor and all sub-subcontractors shall provide written proof that the requisite insurance is being carried prior to entry to the jobsite and at any time, thereafter, as requested by Contractor. Contractor also hereby requires that each sub-subcontractor name Contractor, Owner, Affiliates, and any other interested parties, as designated by Contractor, as additional insureds as required herein. Such naming (whether under Subcontractor’s or its sub-subcontractors’ policies) shall be provided at no additional cost or expense to Contractor or Owner.

2.2 Claims Made/Self Insurance Provisions Subcontractor shall not provide general liability insurance under any Claims Made General Liability form without the express written consent of Contractor. Any self-insurance program providing coverage in excess of $50,000.00 per occurrence requires the express written consent of Contractor.

2.3 Deductibles Certificates of insurance, as evidence of the required insurance and including the required subrogation and other waivers and “additional insured” endorsement(s) shall be furnished by Subcontractor to Contractor. Certificates shall set forth deductible amounts applicable to each policy and all exclusions or limitations not set forth in ISO Commercial General Liability Form CG 01. Contractor may allow deductible provisions and/or self-insured retentions of up to $50,000 if Subcontractor is willing to post security, guaranteeing payment of losses and defense expenses for a period of three (3) years after the project is completed. Standard ISO Form CG 00 01 exclusions will also be allowed. Allowance of any additional exclusions or coverage limiting endorsements is at the discretion of Contractor. Regardless of the consent to exclusions, coverage limitations or deductibles by Contractor, Subcontractor shall be responsible for any deductible amount or any loss arising out of coverage denials by its insurance carrier(s). Subcontractor’s certificates of insurance shall provide that there will be no cancellation or reduction of coverage without an unqualified, thirty (30) day, prior written notice to Contractor.

2.4 Continuous Insurance Coverage Subcontractor shall arrange for new Certificate(s) to be automatically forwarded to Contractor upon expiration of old Certificate(s). Contractor may take whatever actions are necessary to assure Subcontractor’s compliance with its obligations under this Subcontract. Should any insurance policy lapse or be canceled during the period that insurance is required by this Subcontract, Subcontractor shall, prior to the effective expiration or cancellation date, furnish the Contractor with evidence of renewal or replacement of the policy. If Subcontractor fails to maintain or cause to be maintained any insurance coverage required hereby in accordance with the terms hereof, Contractor, in addition to all other rights and remedies, may suspend or terminate the Subcontract (or any portion thereof or any Work thereunder) without any liability whatsoever to Subcontractor or any other entity or person. Without limitation, in any such event, Contractor may, but shall in no event be obligated to, secure insurance coverage for Subcontractor or its sub-subcontractors, and the cost and expense thereof shall be upon Contractor’s request immediately reimbursed to Contractor or, at its sole option, Contractor may deduct such cost and expense from any amounts which may be due or owing to Subcontractor.

2.5 Effect of Providing Insurance Certificate Acceptance of insurance certificates by Contractor shall in no way limit or relieve Subcontractor of or from any of its duties, obligations, covenants or responsibilities in, under or pursuant to the Subcontract, including the duty to provide the requisite

insurance, the duty to defend, indemnify and hold harmless Contractor or any other indemnitee, and the duty to provide thirty (30) days’ written notice prior to cancellation and/or any adverse material change in the requisite insurance. Receipt by Contractor of any certificate of insurance shall not act as a waiver to enforcement of any of these provisions at a later date.

Insurance coverage in the minimum amounts set forth herein shall not be construed to relieve the Subcontractor for liability in excess of such coverage nor shall it preclude Contractor from enforcing contractual rights or taking such other actions as are available to it at law or in equity. If higher limits or other forms of insurance are required in the agreement between Contractor and Owner, Subcontractor will comply with such requirements. Failure to continuously satisfy the insurance requirements herein is a material breach of this Subcontract.

2.6 Waiver of Subrogation Subcontractor waive all rights against Contractor and against all other subcontractors and Owner for loss or damage to the extent reimbursed by any property or equipment insurance applicable to the Work. If any applicable policies of insurance referred to herein require an endorsement or consent of the insurance company to provide for continued coverage where there is a waiver of subrogation, the owners of such policies will cause them to be so endorsed or obtain such consent.

EXHIBIT D:

Site Specific Safety Management Plan

Subcontractor is required to meet all Federal, State, Local municiaplities.

EXHIBIT E

Compensation / Payment

Will receive unit based rates as outlined below.

UGB BORE <= 2.5in CABLE-HDPE FOOT 11.00 1192

1206 UGB BORE > 4-6in CABLE-HDPE FOOT 14

UGB BORE 3-4in CABLE-HDPE FOOT 13.50

$ 1193 UGB BORE <= 2.5in CABLE-HDPE ADDL FOOT 1.25 1424 UGB Pedital med EACH $ 70 1270 UGB Flexsnap place in conduit foot $ .70

HH 13x24x18in EACH $ 115.00 HH 17x18x30in EACH $ 125.00 HH 17x30x24in EACH $ 125.00 HH 24x36x24in EACH $ 175.00 HH 24x36x36in EACH $ 175.00 HH 24x60x36in EACH $ 250.00 HH 28x70x42in CONCRETE EACH $ 325.00 HH 30x48x18in EACH $ 200.00 HH 30x48x36in EACH $ 200.00 HH 30x48x36in W / CONC COLLAR EACH $ 250.00 HH 30x60x30in EACH $ 300.00 HH 30x60x36in EACH $ 300.00 HH 36x60x36in EACH $ 301.25 HH 48x48in CONCRETE ROUND ONE PIECE EACH $ 287.50 HH 48x48in CONCRETE ROUND STACKABLE EACH $ 326.25 HH 48x48x48in EACH $ 301.25 HH 48x48x48in CONCRETE EACH $ 350.38 HH 48x60x36in EACH $ 475.75 HH 48X60X54in EACH $ 440.88 HH 48x72x48in EACH $ 440.88 HH 48X96X50in EACH $ 650.75 HH 50x72x40in CONCRETE EACH $ 800.75

1269 place fiber in conduit foot $.55 1320 locate wire pulling foot $.15 1261. dig facility into existing ped. (ped removal) Each $30.00 1101 ground rod Each $10.00 1231. cabinet on pad. Each $325.00 1237. Concrete remove and restore <6”. Foot $.10.00

Bore Logs are REQUIRED on this project. A bore log will consist of depths at a minimum of every 10 feet, this document should also be attached to the final work package and submitted to Contractor.

EXHIBIT F

Prime Agreement/Prime Agreement Flow downs

If specific Prime Agreement provisions are not set forth below or attached hereto, then the entire Prime Agreement applies to Subcontract Work, the performance/provision thereof and to Subcontractor. In such case, the Prime Agreement shall be attached hereto, or, if not, it is nevertheless incorporated into this Agreement by this reference.

VM Underground Construction LLC 1844 N 38th Dr, Phoenix, AZ 85009 [email redacted] INVOICE (480) 492-9710

SRD EXCAVATION CORPORATION Invoice # SRD-01 2111 E MELROSES ST GILBERT AZ 85297 Invoice Date 05/17/2024

Due Date 06/17/2024

Item Description Unit Price Quantity Amount

Service FLEX NAP IN CONDUIT 27520FT 0.70 27520.00 19,264.00

Service F/O IN CONDUIT 5580FT 0.55 5580.00 3,069.00

Service ADDER TRACER WIRE 21728 FT 0.15 21728.00 3,259.20

NOTES: LUMEN JOB NUMBER 133152

Subtotal 25,592.20

Total 25,592.20 Amount Paid 0.00

Balance Due $25,592.20 REGISTRAR OF CONTRACTORS OF THE STATE OF ARIZONA

Case No. 2024-07865 VM Underground Construction LLC,

COMPLAINANT, v. CITATION SRD Excavation Corporation License No. ROC 349028,

RESPONDENT.

The Registrar issues this Citation to SRD Excavation Corporation (“Respondent”) under A.R.S. § 32-1155(A). If Respondent fails to answer this Citation by November 7, 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 July 15, 2024, VM Underground 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

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1700 W. Washington Street, Suite 105 ꞏ Phoenix AZ 85007-2812 602.542.1525 ꞏ Toll Free 877.692.9762 ꞏ roc.az.gov Lg101 8/21 licensee's operations as a contractor unless the licensee proves that the licensee lacks the capacity to pay, and has not received sufficient monies as payment for the particular construction work project or operation for which the services or materials were rendered or purchased. If the matter proceeds to a hearing and the administrative law judge determines that any of the charges listed above are supported by a preponderance of the evidence, then Respondent’s license(s) may be subject to suspension or revocation, and Respondent may be subject to other penalties provided by law, including civil penalties under A.R.S. §§ 32-1154(E) and (F).

FILING A WRITTEN ANSWER Respondent must appear by filing with the Registrar a written answer to the citation and complaint showing cause, if any, why Respondent’s license(s) should not be suspended or revoked. A.R.S. § 32-1155(A). Respondent’s written answer should contain the heading “Written Answer to Citation and Complaint” and should include the case number, which is Case No. 2024-07865. 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 November 7, 2024.

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1700 W. Washington Street, Suite 105 ꞏ Phoenix AZ 85007-2812 602.542.1525 ꞏ Toll Free 877.692.9762 ꞏ roc.az.gov Lg101 8/21 This deadline is calculated under A.R.S. §§ 32-1155(A) and (B), which provides a deadline ten days after service of the Citation. Service of the Citation and Complaint is complete five days after the Registrar mails a copy of the Citation and Complaint to Respondent’s latest address of record in the Registrar’s office. Consequences for Failing to File a Written Answer: If Respondent fails to answer, Respondent’s failure may be deemed an admission of the act or acts charged in the written complaint. A.R.S. § 32-1155(C). The Registrar may then suspend or revoke Respondent’s license(s). THE ADMINISTRATIVE HEARING If Respondent files a timely written answer contesting any charges in the Complaint, then the Registrar will request the Office of Administrative Hearings set a date for an administrative hearing and will notify all the parties at least 30 days before that hearing. A.R.S. § 41-1092.05(D). INVESTIGATOR’S APPEARANCE AS A WITNESS The Registrar’s assigned investigator will appear as a witness at the hearing. If either party demands the attendance at the hearing of any other person, that party must obtain and serve a subpoena in compliance with the rules and processes established by the Office of Administrative Hearings. 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

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1700 W. Washington Street, Suite 105 ꞏ Phoenix AZ 85007-2812 602.542.1525 ꞏ Toll Free 877.692.9762 ꞏ roc.az.gov Lg101 8/21 Settlement Conference. The parties participating in the settlement conference must have the authority to settle the case and must waive their right to object to the participation of the Registrar’s settlement conference representative in the final administrative decision. A.R.S. § 41-1092.06(B). Any statements, either written or oral, made by the parties at the conference, including a written document, created or expressed solely for the purpose of settlement negotiations, are inadmissible in the administrative hearing. A.R.S. § 41-1092.06(B). RESPONDENT’S PRIOR RECORD Under A.A.C. R4-9-117, in determining the appropriate discipline, the administrative law judge and the Registrar may consider not only facts in the current case, but also facts in prior cases and any documents regarding Respondent on file with the Registrar. Respondent’s prior disciplinary record and current license(s) status may be considered as a mitigating or aggravating factor in determining the appropriate discipline. EVIDENTIARY DISCLAIMER By issuing this Citation, the Registrar is directing Respondent to file a written answer to the Citation and Complaint, showing cause, if any, why Respondent’s license(s) should not be suspended or revoked. A.R.S. § 32-1155(A). This Citation does not constitute proof that any charge or allegation in Complainant’s written complaint is in fact true. This Citation does not constitute proof that Respondent violated any statutory provision or rule adopted by the Registrar. Dated October 23, 2024. By: /s/ Margaret Lindsey Margaret Lindsey Legal Department Arizona Registrar of Contractors

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1700 W. Washington Street, Suite 105 ꞏ Phoenix AZ 85007-2812 602.542.1525 ꞏ Toll Free 877.692.9762 ꞏ roc.az.gov Lg101 8/21 COPY of the foregoing mailed by Certified Mail, Return Receipt Requested, October 23, 2024 to:

Respondent Certified Mail No: [number redacted]

SRD Excavation Corporation 2111 E Melrose St Gilbert, AZ 85297 Copy mailed by USPS First Class mail this same date to: SRD Excavation Corporation 2111 E Melrose St Gilbert, AZ 85297

Complainant VM Underground Construction LLC 1844 N 38th Dr Phoenix, AZ 85009

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. 2024-07865 / <<CreatedBy_DW>

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1700 W. Washington Street, Suite 105 ꞏ Phoenix AZ 85007-2812 602.542.1525 ꞏ Toll Free 877.692.9762 ꞏ roc.az.gov Lg101 8/21 Non-Payment Complaint Form Departmental Use Only Complaint Number: Mail to: Registrar of Contractors P.O. Box 18243 Phoenix, AZ 85005-8243