Aquavida Contract

CONSTRUCTION CONTRACT AND GENERAL CONDITIONS
FOR SWIMMING POOL REMODELING PROJECT

THIS CONTRACT made and entered into by and between Aquavida Pool Solutions LLC dba
Aquavida Pools, hereinafter designated as “CONTRACTOR”, and the Town of Wickenburg, a
municipal corporation organized and existing under and by virtue of the laws of the State of Arizona,
hereinafter designated as “WICKENBURG.”

WICKENBURG and CONTRACTOR, in consideration of the mutual covenants hereinafter set forth,
agree as follows:

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PROJECT DESCRIPTION

CONTRACTOR shall do and perform, or cause to be done and performed in accordance with
this Contract, the Project entitled Swimming Pool Remodeling Project, hereinafter referred to
as “The Project” or “The Work,” in accordance with and as more fully described in the Notice
of Call for Bids, Specifications, Drawings, Bid Form, Bid Security, Performance Bond, Labor
and Material Bond, and Addenda thereto, if any, hereinafter referred to as “Contract
Documents,” all of which are incorporated herein by reference and made a part hereof as
though set forth in full.

PERFORMANCE STANDARD

The Work must be performed and completed in accordance with all requirements of law and no
Work shall be undertaken until CONTRACTOR has been issued all required permits.
“Completion” includes obtaining all certificates of occupancy or amendments of existing
certificates, as the case may be. The Work must be performed in accordance with the best
modern practice and with materials and workmanship of the highest quality. CONTRACTOR
shall check and verify all dimensions, grades and levels before commencement of performance
and whenever necessary during the progress thereof.

CONTRACT TIME

CONTRACTOR hereby fixes the time for completion of all Work required to no later than 14th
of February, 2025. Upon failure to complete the Work within the time specified,
CONTRACTOR shall pay the amount of $430.00 per day for each day the Work remains
unfinished as and for liquidated damages incurred by WICKENBURG for failure to complete
the Work within the specified time.

SUBCONTRACTORS

The names of subcontractors submitted at the time of the submission of the bid to
WICKENBURG shall be assumed to be the subcontractors which the CONTRACTOR shall
use for Work required to be done under the Contract Documents. The CONTRACTOR shall
make no substitution for any subcontractor, person, or entity previously selected if
WICKENBURG makes a reasonable objection to such substitution. CONTRACTOR shall not
contract with any subcontractor to whom WICKENBURG has made a reasonable objection.
CONTRACTOR shall not be required to contract with anyone to whom he has made a
reasonable objection.

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INDEPENDENT CONTRACTOR

CONTRACTOR is an independent contractor and not an agent or employee of
WICKENBURG. CONTRACTOR shall supervise and direct the Work to be done, using
CONTRACTOR’s best skill and attention. CONTRACTOR shall be solely responsible for all
construction means, methods, techniques, sequences, procedures, and for coordinating all
portions of the Work required by the Contract Documents. CONTRACTOR shall be
responsible to the subcontractors and their agents and employees, and other persons performing
any of the Work under the Contract Documents.

LABOR AND MATERIALS

CONTRACTOR shall provide and pay and shall insure under the requisite laws and regulations
all labor, materials, equipment, tools, construction equipment, machinery, water, heat, utilities,
transportation, and other facilities and services necessary for the proper execution and
completion of the Work, whether temporary or permanent and whether incorporated or to be
incorporated in the Work.

TAXES

CONTRACTOR shall pay all licenses, sales, consumer, use and other similar taxes for the
Work or portions thereof provided by the CONTRACTOR which are legally enacted at the
time bids are received, whether effective or subsequently applicable due to acts of jurisdictions
or bodies other than WICKENBURG.

PERMITS AND FEES

CONTRACTOR shall secure and pay for all permits, governmental fees, licenses and
inspections necessary for the proper execution and completion of Work which are customarily
secured after execution of the Contract and which are legaily required. CONTRACTOR shall
give all notices and comply with all laws, ordinances, rules, regulations and lawful orders of
any public authority bearing on the performance of the Work.

BONDS

Concurrently with the execution of the Contract, the CONTRACTOR shall furnish
WICKENBURG the following Bonds, which shall become binding upon the award of the
Contract to the CONTRACTOR:

9.1 A Performance Bond: In an amount equal to the full Contract amount conditioned upon
the faithful performance of the Contract in accordance with Plans, Specifications and
conditions thereof. Such Bond shall be solely for the protection of WICKENBURG.

9.2 A Payment Bond: In an amount equal to the full Contract amount solely for the
protection of the claimants supplying labor or materials to the CONTRACTOR or his
subcontractors in the prosecution of the Work provided for in such Contract.

9.3 Each such Bond shall include a provision allowing the prevailing party in a suit on such
Bond to recover as a part of this judgment such reasonable attorney’s fees as may be
fixed by a judge of the court.

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9.4 Each such bond shall be executed by a surety company or companies holding a
certificate of authority to transact surety business in the State of Arizona issued by the
Director of the Department of Insurance pursuant to Title 20, Chapter 2, Article | of the
Arizona Revised Statutes and any amendments thereto. The Bonds shall be made
payable and acceptable to WICKENBURG. The Bonds shall be written or
countersigned by an authorized representative of the surety, who is either a resident of
the State of Arizona or whose principal office is maintained in this State and the Bonds
shall have attached thereto a certified copy of the Power of Attorney of the signing
official.

9.5 Submittal of the required bonds as set forth in this paragraph is a condition precedent to
this contract becoming effective.

SUPERINTENDENT

CONTRACTOR shall employ a competent Project Superintendent and necessary assistants
who shall be in attendance at the Project site during the progress of the Work. The
Superintendent shall represent and be the agent of the CONTRACTOR and communications
given to the Superintendent shall be as binding as if given to the CONTRACTOR. Important
communications shall be confirmed in writing. Other communications shall be so confirmed
on written request in each case.

PROGRESS SCHEDULE

CONTRACTOR, immediately after entering into the Contract, shall provide WICKENBURG
with any requested scheduling information and a proposed Progress Schedule for performance
of the Work in a form acceptable to WICKENBURG providing for commencement and
completion of the Work within the Contract Time. CONTRACTOR shall prosecute the Work
in a prompt and diligent manner and without hindering or delaying the Work of other
Contractors of Subcontractors on the Project. Said Progress Schedule shall be supplemented
thereafter upon request. Work shall not commence upon this Project until a written Notice to
Proceed has been issued to the CONTRACTOR by WICKENBURG. The Notice to Proceed
will be considered issued on the date it is sent to the CONTRACTOR by certified mail,
telefacsimile or delivered to him in person.

DRAWINGS AND SAMPLES

CONTRACTOR shall furnish within three (3) working days following request therefore by
WICKENBURG detailed drawings of the Work and samples of materials required for the
performance or coordination of the Work. Drawings and samples shall comply with the
requirements of the Contract Documents or shall be rejected.

ERRORS IN THE PLANS

CONTRACTOR shall be required to check carefully all dimensions and verify all vertical and

horizontal controls using the nearest benchmark before beginning the Work. If any errors or

omissions are discovered, WICKENBURG’s Representative shall be notified in writing.

WICKENBURG’s Representative shall immediately notify the Project’s Engineer, who will

then make such corrections, and interpretations as may be deemed necessary for fulfilling the

intent of the plans and specifications and shall issue appropriate corrections. Any adjustments
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made by CONTRACTOR without prior review and acceptance shall be at his own risk. The
settlement of any complication or disputed expenses arising from an adjustment made by
contractor shall be paid by CONTRACTOR at his own expense.

WICKENBURG’S RIGHT TO STOP, CARRY OUT OR CORRECT THE WORK

If at any time during the performance of the Work it appears to WICKENBURG, in its sole
discretion, that CONTRACTOR will not complete the Work within the Contract Time and
pursuant to the Progress Schedule, or if the manner in which the CONTRACTOR carries out its
obligations interferes with the ability of other contractors or workers to perform work on the
same site, WICKENBURG shall have the sole and absolute right on seventy-two (72) hours
written notice delivered to CONTRACTOR to replace CONTRACTOR by taking over the
Work or procuring another to complete the Work. Such taking over shall not constitute or be
construed as a waiver by WICKENBURG of any action, claim or demand WICKENBURG
may have against CONTRACTOR by reason of injury or damage resulting to WICKENBURG
because of CONTRACTOR’ failure of performance hereunder. CONTRACTOR shall pay to
WICKENBURG a sum equal to WICKENBURG’s total cost of completing such Work, and a
sum for reasonable attorneys’ fees and litigation expenses in taking over and completing such
Work. In no event shall any delay in performance hereunder by CONTRACTOR be excused
unless, and ten to the extent only, such delay is excused by WICKENBURG in writing.

WARRANTY

CONTRACTOR warrants to WICKENBURG that all materials and equipment furnished under
this Contract will be new, and that all Work will be of good quality, free from faults and
defects. CONTRACTOR further guarantees all Work and materials for a period of one year
from the date of acceptance of the Project. Should any portion of the Work need replacement
or repair within one year from the date of completion due to construction methods or material
failure, the CONTRACTOR shall replace such Work at no cost to WICKENBURG. If
CONTRACTOR fails within reasonable time to replace or repair any portion of the Work
deemed to be needed, WICKENBURG may cause said Work to be done and CONTRACTOR
agrees to pay all costs incurred therein. All Work not conforming to the Contract Documents,
including substitutions not properly approved and authorized, may be considered defective. If
required by WICKENBURG, the CONTRACTOR shall furnish satisfactory evidence as to the
kind and quality of materials and equipment.

INDEMNIFICATION

16.1 To the fullest extent permitted by law, CONTRACTOR, its successors and assigns shall
indemnify and hold harmless WICKENBURG, its officers and employees from and
against all liabilities, damages, losses and costs (including reasonable attorney fees and
court costs) to the extent caused by the negligence, recklessness or intentional wrongful
conduct of CONTRACTOR or other persons employed or used by the CONTRACTOR
in the performance of this Agreement. CONTRACTOR’s duty to indemnify and hold
harmless WICKENBURG, its officers and employees shall arise in connection with any
claim, damage, loss or expense that is attributable to bodily injury, sickness, disease,
death, or injury to, impairment, or destruction of property including loss of use of
resulting there from, caused by CONTRACTOR’s negligence, recklessness or
intentional wrongful conduct in the performance of this Agreement and the negligence,

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recklessness or intentional wrongful conduct of any person employed by
CONTRACTOR or used by CONTRACTOR in the performance of this Agreement.

Insurance provisions set forth in this Agreement are separate and independent from the
indemnity provisions of this paragraph and shall not be construed in any way to limit
the scope and magnitude of the indemnity provisions. The indemnity provisions of this
paragraph shall not be construed in any way to limit the scope and magnitude and
applicability of the insurance provisions.

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The CONTRACTOR shall secure and maintain throughout the term of this Contract, the
following insurance in the name of CONTRACTOR, naming WICKENBURG as
additional insured with respect to claims which may arise out of or result from
CONTRACTOR’s acts, operations or negligence or those of its subcontractors, or
anyone directly or indirectly employed by any of them including officers, employees,
agents or representatives for matters related to this CONTRACT. The coverage shall be
provided on an “occurrence” basis rather than a “claims made” basis, shall be provided
without offset against WICKENBURG’s existing insurance and provide for a minimum
of thirty (30) calendar days’ notice to WICKENBURG prior to cancellation, reduction
in coverage or other substantial modification. CONTRACTOR shall provide a
Certificate of Insurance which sets forth the following minimum amounts and types of
coverage:

TYPE OF COVERAGE AMOUNT NOT LESS THAN
Workers’ Compensation Statutory
Employers Liability $100,000 each accident

$100,000 disease each employee
$500,000 disease aggregate

TYPE OF COVERAGE AMOUNT NOT LESS THAN
Commercial General Liability $1,000,000 per occurrence
(including contractual liability for $2,000,000 aggregate combined single limit

this Contract; broad form property
damage; completed operations; and
explosion, collapse and underground

coverage)

Automobile Liability (including $1,000,000 combined single limit
owned, hired and non-owned

coverages)

Builders “All-risk” Completed Value (at least 100% of the

Contract)

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17.2. CONTRACTOR shall submit to WICKENBURG proof of the required insurance upon
executing this CONTRACT. Such proof of insurance shall include the Project Name,
Project Number and Contract Number. CONTRACTOR shall obtain the above-
described insurance from insurance companies which are duly authorized to issue such
policies in the State of Arizona and “Best Rated A” or better by the A.M. Best
Company, or which are otherwise acceptable to WICKENBURG. CONTRACTOR
shall maintain such insurance coverage until all the Work has been completed and the
Project has been accepted by WICKENBURG.

17.3. WICKENBURG shall not be obligated to review any of the CONTRACTOR’s
Certificates of Insurance, insurance policies or endorsements or to advise
CONTRACTOR of any deficiencies in such documents and any receipt of copies or
review by WICKENBURG of such documents shall not relieve CONTRACTOR from
or be deemed a waiver of WICKENBURG’s right to insist on strict fulfillment of
CONTRACTOR’s obligations under this paragraph.

17.4 The insurance coverage referenced above shall apply to all operations of
CONTRACTOR related to the Project which are undertaken by the insured,
subcontractors or their employees and agents during the life of this CONTRACT.
These policies shall not expire until all Work has been completed and the Project has
been accepted by WICKENBURG. Ifa policy does expire during the life of the
CONTRACT, a renewal Certificate of the required coverage must be sent to
WICKENBURG not less than thirty (30) calendar days prior to expiration date.

CHANGE ORDERS

A change order is a written order to the CONTRACTOR signed by WICKENBURG’s
Representative or other person designated in the Contract Documents, issued after execution of
this CONTRACT, authorizing a change in the Work or an adjustment in the Contract Sum or
the Contract Time. A change order signed by the CONTRACTOR indicates his agreement
therewith. WICKENBURG, without invalidating the CONTRACT, may order changes in the
Work, in the general scope of the CONTRACT consisting of additions, deletions, or other
revisions, the Contract Sum and the Contract Time being adjusted accordingly. All such
changes in the Work shall be authorized by change order, and shall be performed under the
applicable conditions of the Contract Documents. WICKENBURG’s Representative shall have
authority to order minor changes in the Work not involving an adjustment in the Contract Sum
or extension of the Contract Time and not inconsistent with the intent of the Contract
Documents. Such changes shall be affected by written order, and shall be binding on
WICKENBURG and the CONTRACTOR. The CONTRACTOR shall carry out such written
orders promptly. Verbal information obtained from any officer, agent or employee of
WICKENBURG or any other person shall not affect the obligations assumed by the
CONTRACTOR or relieve the CONTRACTOR from complying with any of the terms of the
Contract Documents. No additional changes will be made to the CONTRACT without prior
written authorization from WICKENBURG pursuant to approved change order. Any change in
the terms of the Contract Documents shall only occur as a result of an approved change order
or written modification or amendment approved by mutual consent of WICKENBURG and the
CONTRACTOR. If CONTRACTOR claims that any changes ordered by WICKENBURG
involve extra cost under the Contract Documents, he shall within forty-eight (48) hours after

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the receipt of such instructions, provide notice to WICKENBURG’s Representative of such
claim, and before proceeding to execute the Work.

DISPUTED WORK

If, pursuant to Paragraph 18, CONTRACTOR claims changes ordered by WICKENBURG
involve extra cost, CONTRACTOR shall nevertheless perform the same if directed to do so by
WICKENBURG. However, to preserve CONTRACTOR’s right to claim extra compensation
for the disputed Work, CONTRACTOR shall, prior to proceeding with the Work, notify
WICKENBURG in writing that CONTRACTOR is performing the same under protest. The
same procedure shall prevail as to any dispute as to a deduction for omitted Work (or as the
case may be, to sustain CONTRACTOR’s contention as to the appropriate compensation for
extra Work that is not disputed to be an “extra’’) -- the notice in that circumstance to be given
not later than ten (10) working days after the tender of payment by WICKENBURG to
CONTRACTOR of the reduced amount (or amount for the non-disputed “extra”) as computed
by WICKENBURG. Failing such written protest, it shall be deemed that CONTRACTOR has
acquiesced to WICKENBURG’s contention that the Work is not extra but Contract Work or
that the reduction (or amount of compensation for a non-disputed “extra”’) is correct, as the case
may be. The giving of the protest provided for above, and giving it timely, are express
conditions precedent to maintaining any remedial procedure, whether arbitration or otherwise,
pertaining to CONTRACTOR’s claim.

PAYMENTS AND COMPLETION

In consideration of the complete and timely performance of the Work, subject to changes as
provided by an approved Change Order, WICKENBURG shall pay CONTRACTOR the
Contract Sum of three hundred and thirty seven thousand, four hundred and seventy dollars
($337,470.00). No adjustment will be made to the Contract Sum except by approved Change
Order. The terms of this paragraph shall be governed by A.R.S. § 34-221 and any amendments
thereto which is hereby incorporated by reference. Upon receipt of written notice that the
Work is ready for final inspection and acceptance, WICKENBURG’s Representative shall
promptly make a final inspection and, when WICKENBURG’s Representative finds the Work
acceptable under the Contract Documents, he shall promptly approve a certificate for payment
stating that upon his knowledge, information and belief and on the basis of his observations and
inspections, the Work has been completed in accordance with the terms and conditions of the
Contract Documents and that the entire balance found to be due the CONTRACTOR is due and
payable. Neither the final payment nor the retained percentage determined under A.R.S. § 34-
221 shall become due until the CONTRACTOR submits to WICKENBURG all required data
establishing payment or satisfaction of all CONTRACTOR’s obligations.

PROTECTION OF PERSONS AND PROPERTY

CONTRACTOR at all times must take all reasonable precautions to protect the persons and
property of others on or adjacent to the Project from damage, loss, or injury resulting from
operations under this CONTRACT by CONTRACTOR or any other party with whom
CONTRACTOR has subcontracted. CONTRACTOR’s obligation to protect shall include the
duty to provide, place, and adequately maintain at or about the Project suitable and sufficient
guards, lights, barricades, and enclosures. CONTRACTOR shall not disturb nor displace any
protection installed by others.

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CONTRACTOR’s operations shall be in accordance with the Manual on Uniform Traffic
Control Devices, Latest Edition. These operations shall cause no unnecessary inconvenience to
the public and public access rights shall be considered at all times. Unless otherwise authorized
in the Specifications or on a temporary basis by WICKENBURG, traffic shall be permitted to
pass through the Work area. CONTRACTOR shall coordinate with the various agencies to
include governmental, commercial and public, so that adequate services are maintained.

CONTRACTOR will coordinate and schedule off-duty police officers with the Town of
Wickenburg as a part of the CONTRACTOR’s traffic control work, if necessary.
WICKENBURG will pay for the officers directly with no payment to the CONTRACTOR for
this item. CONTRACTOR will be required to present an overall estimate of off duty officer
hours required with the submission of his master schedule for the project. Officers charge a
minimum of four hours to the project if scheduled. In the event that the CONTRACTOR fails
to prosecute the work in a timely and orderly fashion, WICKENBURG shall notify the
CONTRACTOR and reserves the right to negotiate a corresponding deductive change order
with the CONTRACTOR based upon the cost of $65/hour/officer that WICKENBURG will
incur for the off duty officers.

Safe and adequate pedestrian and vehicular access shall be provided and maintained to fire
hydrants, commercial and industrial establishments, churches, schools, parking lots, motels,
hospitals, fire stations, police stations, residential properties and establishments of a similar
nature.

Grading operations, roadway excavation and fill construction shall be conducted and
maintained in such a manner as to provide a reasonably satisfactory and safe surface for
vehicular and pedestrian traffic. When rough grading is completed, the roadbed shall be
brought to and maintained in a reasonably smooth condition, satisfactory and safe for vehicular
traffic at the posted speed limit. Pedestrian walkways shall be provided and maintained in a
like manner. CONTRACTOR shall accomplish any additional grading operations and/or
repairs, including barricade replacement or repairs during working and non-working periods
which, in the opinion of WICKENBURG, are required.

GOVERNING LAW
This CONTRACT shall be governed by the laws of the State of Arizona.
SUCCESSORS AND ASSIGNS

WICKENBURG and the CONTRACTOR each binds himself, his partners, successors, assigns
and legal representatives to the other party hereto and to the partners, successors, assigns and
legal representatives of such other party in respect to all covenants, agreements and obligations
contained in the Contract Documents. Neither party to the CONTRACT shall assign the
CONTRACT or sublet it as a whole without the written consent of the other, nor shall the
CONTRACTOR assign any monies due or to become due to him hereunder without the
previous written consent of WICKENBURG.

SERVICE OF NOTICE
All notices and demands required or permitted by this CONTRACT shall be in writing and

shall be deemed to have been given properly when (1) sent by Certified Mail (postage fully
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prepaid) to the respective address below or to such other address as may be furnished by either
party pursuant to this paragraph; (2) delivered personally to the parties to this CONTRACT; or
(3) if given by telefacsimile, when addressed and transmitted to the respective telefacsimile
number as specified below or to such other address or telefacsimile number as may be
furnished by either party to the other pursuant to this paragraph, and the appropriate
confirmation of transmittal is received. Any party giving notice or demand by telefacsimile
immediately shall send the other party a copy of such notice or demand by Certified Mail
(postage fully prepaid) to the respective address below or to such other address as may be
furnished by either party pursuant to this paragraph.

WICKENBURG: CONTRACTOR:

Office of the Town Clerk Aquavida Pool Solutions LLC
Town of Wickenburg dba Aquavida Pools

155 N. Tegner St. 11430 N. Cave Creek Road
Wickenburg, AZ 85390 Phoenix, AZ 85020

With a copy to:

Wickenburg Town Attorney
17851 N. 85" Street, Suite 175
Scottsdale Arizona 85255

CLAIMS FOR DAMAGES

Should either party to the CONTRACT suffer injury or damage to personal property because of
any act or omission of the other party or of his employees, agents for whose acts he is legally
liable, claims shall be made in writing to such other parties within a reasonable time after the
first observance of such injury or damages.

RIGHTS AND REMEDIES

The duties and obligations imposed by the Contract Documents and the rights and remedies
available thereunder shall be in addition to and not a limitation of any duties, obligations, rights
and remedies otherwise imposed or available by law. No action or failure to act by
WICKENBURG or CONTRACTOR shall constitute a waiver of any right or duty afforded any
of them under the CONTRACT, nor shall any action or failure to act constitute an approval of
or acquiescence in any breach except as may be specifically agreed in writing.

TIME IS OF THE ESSENCE

All time limits stated in the Contract Documents are of the essence. CONTRACTOR shall
begin Work on the date specified in the Notice to Proceed and shall carry the Work forward
expeditiously. If CONTRACTOR is delayed at any time in the progress of the Work by any act
or neglect of WICKENBURG or by any employee of WICKENBURG or by change orders in
the Work or by labor disputes, fire, unusual delay in transportation, adverse weather conditions
not reasonably anticipatable, unavoidable casualties, or any causes beyond the
CONTRACTOR’s control, or by delay caused by WICKENBURG, or by any other cause
which WICKENBURG determines may justify the delay, then the Contract Time shall be
extended by change order for such reasonable time as WICKENBURG may determine. Any

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claim for extension of time shall be made in writing to WICKENBURG’s Representative not
more than five (5) working days after the commencement of the delay; otherwise said claim
shall be waived by CONTRACTOR. In the case of a continuing delay, only one claim is
necessary. CONTRACTOR shall provide an estimate of the probable effect of such delay on
the progress of the Work. This paragraph does not exclude the recovery of damages for delay
by either party under the provisions of the Contract Documents.

TERMINATION BY WICKENBURG
If the CONTRACTOR is:
adjudged as bankrupt, or

makes a general assignment for the benefit of its creditors or has a receiver is appointed on
account of insolvency, or

persistently or repeatedly refuses or fails, except in cases for which extension of time is
provided, to supply enough properly skilled workers or proper materials, or

fails to make prompt payment to subcontractors for materials or labor, or

persistently disregards laws, ordinances, rules, regulations or orders of any public authority
having jurisdiction, or

otherwise, is guilty of a violation of the Contract Documents, then

WICKENBURG, upon certification by WICKENBURG’s Representative that sufficient cause
exists to justify such action, may, without prejudice to any right or remedy and after giving the
CONTRACTOR and its Surety, if any, ten (10) working days written notice, terminate this
CONTRACT and take possession of the site and of all materials, equipment, tools, construction
equipment and machinery thereon owned by the CONTRACTOR and may finish the Work by
whatever method he may deem expedient.

In such case, the CONTRACTOR shall not be entitled to receive any further payment until the
Work is finished. If the unpaid balance of the Contract Sum exceeds the costs of finishing the
Work, such excess shall be paid to the CONTRACTOR; if such costs exceed the unpaid
balance, the CONTRACTOR shall pay the difference to WICKENBURG.

The amount to be paid to the CONTRACTOR or to WICKENBURG, as the case may be, shall
be certified by WICKENBURG’s Representative and this obligation for payment shall survive
the termination of the CONTRACT.

CONFLICT OF INTEREST

This CONTRACT shall be subject to the cancellation provisions of A.R.S. § 38-511 and any

amendments thereto. The statutory requirements are incorporated into this Agreement by
reference.

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LITIGATION

Should litigation be necessary to enforce any term or provision of this CONTRACT, or to
collect any damage claimed or portion of the amount payable under this CONTRACT, then all
litigation and collection expenses, witness fees, court costs, and attorney’s fees shall be paid to
the party not at fault. Nothing herein shall preclude non-binding arbitration if the parties so
elect in the event of a dispute hereunder.

PROTECTION OF PERSONS AND PROPERTY

The CONTRACTOR shall adopt every practical means and comply with all laws, ordinances
and regulations in order to minimize interferences to traffic and inconveniences, discomfort and
damage to the public, including the provision of adequate dust control measures. All
obstructions to traffic shall be guarded. If an unsafe condition arises or exists during the
progress of the Work, or if WICKENBURG has reason to believe an unsafe condition exists,
the CONTRACTOR shall suspend the Work wholly or in part for such period as may be
necessary to correct the unsafe condition. Neither the CONTRACTOR nor any subcontractor
shall trespass upon private property. The CONTRACTOR shall be responsible for all injury or
damage to persons or property, directly or indirectly, resulting from operations of the
CONTRACTOR or subcontractors completing this Work. The CONTRACTOR shall ensure
that both the CONTRACTOR and subcontractors comply with the laws and regulations of
WICKENBURG, County and State relating to the safety of persons and property. The
CONTRACTOR will be held responsible for any injury or damage to persons or property
caused by the CONTRACTOR or subcontractors or any agent or employee of either during the
progress of the Work and until its final acceptance. The CONTRACTOR shall protect against
injury or damage to pipes, sewer conduits, electrical conduits, lawns, gardens, shrubbery, trees,
fences or other structures or property, public and/or private, encountered in this Work except as
stipulated elsewhere herein. The CONTRACTOR shall be responsible and liable for any injury
or damage to such pipes, structures and property.

IMMIGRATION LAW COMPLIANCE WARRANTY

As required by A.R.S. § 41-4401, CONTRACTOR hereby warrants its compliance with all
federal immigration laws and regulations that relate to its employees and A.R.S. § 23-214(A).
CONTRACTOR further warrants that after hiring an employee, CONTRACTOR verifies the
employment eligibility of the employee through the E-Verify program.

If CONTRACTOR uses any subcontractors in performance of the Work, subcontractors shall
warrant their compliance with all federal immigration laws and regulations that relate to its
employees and A.R.S. § 23-214(A), and subcontractors shall further warrant that after hiring an
employee, such subcontractor verifies the employment eligibility of the employee through the
E-Verify program.

A breach of this warranty shall be deemed a material breach of the CONTRACT that is subject
to penalties up to and including termination of the CONTRACT. CONTRACTOR is subject to
a penalty of $100 per day for the first violation, $500 per day for the second violation, and
$1,000 per day for the third violation. WICKENBURG at its option may terminate the
CONTRACT after the third violation. CONTRACTOR shall not be deemed in material breach
of this CONTRACT if the CONTRACTOR and/or subcontractors establish compliance with

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the employment verification provisions of Sections 274A and 274B of the federal Immigration
and Nationality Act and the E-Verify requirements contained in A.R.S. § 23-214(A).

WICKENBURG retains the legal right to inspect the papers of ary CONTRACTOR or
subcontractor employee who works on the CONTRACT to ensure that the CONTRACTOR or
subcontractor is complying with the warranty. Any inspection will be conducted after
reasonable notice and at reasonable times.

If state law is amended, the parties may modify this paragraph consistent with state law.
EQUAL TREATMENT OF WORKERS

CONTRACTOR shall keep fully informed of all federal and state laws, county and local
ordinances, regulations, codes and all orders and decrees of bodies or tribunals having any
jurisdiction or authority, which in any way affect the conduct of the WORK. CONTRACTOR
shall at all times observe and comply with all such laws, ordinances, regulations, codes, orders
and decrees; this includes, but is not limited to laws and regulations ensuring equal treatment
for all employees and against unfair employment practices, including the Occupational Safety
and Health Administration (“OSHA”) and the Fair Labor Standards Act (“FLSA”).
CONTRACTOR shall protect and indemnify WICKENBURG and its representatives against
any claim or liability arising form or based on the violation of such, whether by
CONTRACTOR or its employees.

CHINA

Pursuant to and in compliance with A.R.S. § 35-394, CONTRACTOR hereby agrees and
certifies that it does not currently, and agrees for the duration of this Agreement that
CONTRACTOR will not, use: (i) the forced labor of ethnic Uyghurs in the People’s Republic
of China; (ii) any goods or services produced by the forced labor of ethnic Uyghurs in the
People’s Republic of China; or (iii) any contractors, subcontractors or suppliers that use the
forced labor or any goods or services produced by the forced labor of ethnic Uyghurs in the
People’s Republic of China.

ISRAEL

To the extent A.R.S. § 35-393 through § 35-393.03 are applicable, CONTRACTOR hereby
certifies that it is not currently engaged in and agree for the duration of this Agreement to not
engage in, a boycott of goods or services from Israel, as that term is defined in A.R.S. § 35-393.

[SIGNATURES ON NEXT PAGE]

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IN WITNESS WHEREOF, the parties hereto have caused this CONTRACT to be executed upon the
date this CONTRACT is signed by both Parties.

TO URG

By:

Rui Pereira, Mayor ;

Date: I -/@- 2yf

ATTEST:

Amy Brown, Town 2

APPROVED AS TO FORM:

G ue Phe
tish Stuhan, TowrrAttorney

Pierce Coleman PLLC

CONTRACTOR: Aquavida Pool Solutions LLC,
dba Aquavida Pools

Signature: — ———

Name: Thomas Lopez

Title; Owner
Date: 11-20-24

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