City Council - Successor Agency - Housing Authority
August 18, 2026

AGR-13645

CITY OF ANAHEIM MASTER CONSTRUCTION AGREEMENT - WATER
1 2
3 THIS AGREEMENT ("Master Agreement"), dated for purposes of identification 4 only this 9th _ day of August _, 2022, is made by the CITY OF ANAHEIM, a 5 municipal corporation, hereafter referred to as "ANAHEIM," and BIG BEN, INC., a California 6 corporation, hereafter referred to as "CONTRACTOR."
ANAHEIM and CONTRACTOR are sometimes individually referred to herein as 7 "Party" and collectively as "Parties."
8 RECITALS
10 WHEREAS, ANAHEIM desires to obtain construction, maintenance, repair, 11 abandonment, relocation, and immediate response services (collectively, the "Work") in 12 connection with its water production, transmission and distribution systems (collectively, the • SUITE: 13
"Water System"') from time to time on an as-needed basis as requested by ANAHEIM; and 14 WHEREAS, ANAHEIM has issued a request for prequalification proposals dated

OFFICE OF THE CITY ATTORNEY CITY OF ANAHEIM
15 April 21, 2022, to perform the Work ("Request for Prequalification"); and 16 WHEREAS, in response to the Request for Prequalification, CONTRACTOR 17 submitted a prequalification proposal dated May 12, 2022 ("Proposal"), and ANAHEIM 18 evaluated the Proposal and determined CONTRACTOR to be prequalified to perform the Work; 19 and
20 WHEREAS, the Proposal is incorporated herein by reference and is applicable to 21 the Work unless otherwise set forth herein; and
22 WHEREAS, the public interest, economy and general welfare will be served by 23 this Master Agreement.
24 NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES, 25 COVENANTS AND CONDITIONS HEREIN CONTAINED, THE PARTIES AGREE AS 26 FOLLOWS:
27 28
1 PART I - WORK TO BE PERFORMED BY CONTRACTOR
2 A. References. Except as otherwise indicated, all references to ANAHEIM include its elected officials, officers, directors, employees, agents, and volunteers. 4 Except as otherwise indicated, all references to CONTRACTOR include its personnel, 5 employees, agents, and subcontractors.

B. Scope of Work.
7 1. CONTRACTOR agrees to perform the Work and supply all materials 8| required for the Work in connection with ANAHEIM's Water System from time to time on an • | as-needed basis as requested by ANAHEIM. The Work is generally described in the "General 10 Scope of Work," attached hereto as Exhibit A and incorporated herein by this reference. The 11 specific Work to be provided by CONTRACTOR shall be specified in an individual work order 12 package ("Work Order Package") to be prepared and issued by ANAHEIM or, for services that CITY ATTORNEY 13 become necessary with little or no notice that are determined by the Director of Public Works or ANAHEIM BOULEVARD, SUITE 356 92805 5123
765- 14 the Anaheim Public Utilities General Manager ("General Manager"), as applicable, or their OF 15 respective designees, at their sole discretion, to require an immediate response ("Immediate CITY
200 S. ANAHE 16 Response Services"), in a request for Immediate Response Services ("Request"). By entering 17 into this Master Agreement, ANAHEIM does not give any guarantee to CONTRACTOR that 18 ANAHEIM will award CONTRACTOR any Work Order Packages or Requests. 19 Each Work Order Package and Request shall contain a specific Work 20 description, plans, bid list, scheduled start and Work completion date, and bond requirements. 21 The terms and conditions in this Master Agreement shall govern performance under, and shall 22 apply to, all Work Order Packages and Requests received from ANAHEIM. 23 Any preprinted or other CONTRACTOR-inserted provisions on 24 CONTRACTOR's acknowledgment or other submittals that purport to set forth general terms 25 and conditions shall not govern or have any application to transactions between the Parties 26 involving any Work Order Package or Request that references this Master Agreement. 27 CONTRACTOR shall provide the Work in accordance with this Master 28 Agreement, the applicable Work Order Package or Request received from ANAHEIM's 2 1 Representative, as defined herein, Appendices A through G hereto (Appendices"), the latest 2 Standard Specifications for Public Works Construction adopted by ANAHEIM ("Standard Specifications"), the Standard Specifications Supplement ("Standard Specifications Supplement"), ANAHEIM's Water Services Standard Specifications ("Water Standard 5 Specifications"), and the Special Provisions of ANAHEIM's Water Services Standard 6 Specifications ("Special Provisions").
7 In the event of conflicting provisions among the contract documents, 8 including a Change Order, the terms of these documents shall control in the following order of 9 priority:
10 1) Change Order, Faithful Performance Bond, and Labor and 11 Material Bond;
12 2) Work Order Package or Request;
13 Master Agreement;
14 4) Special Provisions when applicable;
OFFICE OF THE CITY ATTORNEY CITY OF ANAHEIM 200 S. ANAHEIM BOULEVARD, SUITE 356 ANAHEIM, CA 92805 (714) 765-5169 FAX (714) 765-5123 15 5) Water Standard Specifications;
16 6) the Appendices hereto, except for the Faithful Performance Bond, 17 and Labor and Material Bond;
18 7) the Standard Specifications Supplement;
19 ∞ the Standard Specifications;
2000 9) General Scope of Work, Exhibit A to this Master Construction 21 Agreement; and
22 10) Proposal.
23 In entering into this Master Agreement, CONTRACTOR offers and agrees 24| to assign to ANAHEIM all rights, title, and interest in and to all causes of action it may have 25| under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the Cartwright Act (Cal. Bus & 26 Prof. Code, Sec. 16700-16728), arising from purchases of goods, services, or materials pursuant 27 to this Master Agreement. This assignment shall be made and become effective at the time 28 3
ANAHEIM tenders final payment to CONTRACTOR on a Work Order Package or Request, 2 without further acknowledgment by the Parties.
3 C. Representatives of CONTRACTOR.
4 Prior to commencing the Work under any Work Order Package or 5 Request, CONTRACTOR shall designate for each Work Order Package or Request a 6 representative ("Representative" or "CONTRACTOR's Representative") with whom all contacts concerning that Work Order Package or Request shall be made. CONTRACTOR's 8 Representative or designee shall be on the job site at all times during performance of the Work. 9 ANAHEIM shall have the right but not the obligation to approve 10 CONTRACTOR's designation of a Representative for each Work Order Package or Request. If 11 ANAHEIM disapproves CONTRACTOR's Representative for a Work Order Package or 12 Request, CONTRACTOR shall promptly designate another Representative acceptable to .EVARD, SUITE 356 13 ANAHEIM. Failure by ANAHEIM to object to CONTRACTOR's designation of a 92805
14 Representative at any time before or during performance of the Work shall not be a waiver of OFFICE OF THE CITY ATTORNEY CITY OF ANAHEIM 11.5-
15 ANAHEIM's right to require CONTRACTOR to replace Representative at any time during 200 S. ANAHEIM BOI FAX:
16|| performance of the Work.
17 3. Other than as set forth above, CONTRACTOR shall give a minimum of 18 thirty (30) days advance notice and receive ANAHEIM's written approval prior to substitution of 19 any Representatives) designated for Work Order Packages or Requests pursuant to this section, 20| prior to assignment to the Work or during the performance of the Work. 21 CONTRACTOR shall assign additional staff as needed to perform the 22 Work in a timely and expeditious manner.
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24 PART II - ANAHEIM
25 A. Documents. ANAHEIM will, upon request, make available to 26 CONTRACTOR original or copies of existing drawings, maps, and other existing information 27| relevant to the Work to be performed as may be readily available to ANAHEIM. 28 4
1 B. Representative of ANAHEIM.
2 1. For Work defined as public works pursuant to state law and/or municipal ordinance and so identified in the applicable Work Order Package, the Director of Public Works 4| of ANAHEIM or designee shall serve as "ANAHEIM's Representative" in all matters pertaining 5 to Work to be performed under this Master Agreement. CONTRACTOR shall, in the 6 performance of this Master Agreement, consult with the Director of Public Works or designee 7 and other ANAHEIM employees as the Director of Public Works or designee may direct. 8 2. For the Work defined as maintenance, operation, inspection, and/or repair 9|| of the Water System pursuant to ANAHEIM's municipal code or as Immediate Response 10 Services, and so identified in the applicable Work Order Package or Request, the General 11 Manager or designee shall serve as ANAHEIM's Representative in all matters pertaining to 12 Work to be rendered under this Master Agreement, including without limitation, termination of 13 this Master Agreement and giving any notices required under this Master Agreement on behalf 14 of ANAHEIM. CONTRACTOR shall, in the performance of this Master Agreement for Work, OFFICE OF THE CITY ATTORNEY CITY OF ANAHEIM 200 S. ANAHEIM BOULEVARD, SUITE 356 ANAHEIM, CA 92805 (714) 765-5169 FAX (714) 765-5123 15 consult with the General Manager or designee and such other ANAHEIM employees as the 16 General Manager or designee may direct.
17 C. Research of ANAHEIM Records. ANAHEIM's Water Engineering 18 Division will assist CONTRACTOR in researching ANAHEIM's record data pertaining to 19 ANAHEIM's facilities. For Critical Infrastructure Information, CONTRACTOR shall execute all 20 confidentiality and/or nondisclosure agreements required by ANAHEIM for access to that 21 information. If CONTRACTOR fails to execute such agreements, ANAHEIM may treat this 22 failure as a breach of this Master Agreement.
23 D. Inspection. ANAHEIM may, at any time and from time to time, inspect 241 the Work prior to its completion to see that the Work is or has been performed in accordance 25 with the Work Order Package or Request. Such inspections will be conducted at reasonable 26 times. Notwithstanding the above, ANAHEIM may inspect the Work at any time if the Public 27 | Works Director or General Manager, as applicable, or their respective designees, determine, at 28 their sole discretion, that an inspection is necessary for health and safety reasons. Inspections 5 1 conducted by ANAHEIM, irrespective of outcome, shall not waive ANAHEIM's right to inspect 2 and/or reject the Work at a later time, and shall not relieve CONTRACTOR from its obligation 3 to complete the Work in accordance with the applicable Work Order Package or Request. 4 5 PART III - TERMS OF AGREEMENT
6 A. Term of Agreement.
7 1. The term of this Master Agreement ("Term") shall commence on the Effective Date, as defined herein, and shall terminate on September 30, 2027, unless terminated 9 | earlier as provided herein. The General Manager or designee is authorized to extend the Term of 10 the Master Agreement for such a time period necessary for completion of outstanding Work = Order Packages or Requests in progress at the end of the Term. In no event, however, shall the 12 extension exceed twelve (12) months.
13 2. All Parties recognize that the continuation of this Master Agreement after 92805
14 the close of any fiscal year of ANAHEIM, which fiscal year ends on June 30 of each year, shall OFFICE OF THE CITY ATTORNEY CITY OF ANAHEIM 200 S. ANAHEIM BOULEVARD, SUITE 356 765-51 15 be subject to budget approval providing for or covering contract items as an expenditure in the

ANAH FAX
16 budget. ANAHEIM does not represent that the budget or any particular budget item will be 17 adopted, since budget determinations are made by the ANAHEIM City Council at the time of the 18 consideration of each budget. No penalty shall accrue to ANAHEIM in the event this provision 19 shall be exercised. Should termination be accomplished in accordance with this Section, a 20| settlement shall be negotiated by the Parties based on items delivered, Work provided, monies 21| paid and monies due.
22 B. Commencement and Completion of Performance.
23 1. When Work under this Master Agreement other than Immediate Response 24 Services is required, ANAHEIM will send a written or electronic Work Order Package to all 25 prequalified contractors, including the CONTRACTOR so long as CONTRACTOR is also 26 prequalified for the Work. If interested in performing the Work, CONTRACTOR, along with 27 other prequalified contractors, shall submit a sealed bid indicating cost and other information 28 requested. In the alternative, CONTRACTOR shall submit an electronic sealed bid when it is 6 1 required by a Work Order Package, and CONTRACTOR shall abide by all Work Order 2 Package's electronic proposal requirements. ANAHEIM will be open either written or electronic bids at the pre-established time and place as set forth in the Work Order Package. 4 2. Water Engineering Division will administer the bidding process and bid opening. The Water Engineering Division will select the qualified contractor based on the 6 lowest responsive total price bid to complete the Work within the time frame established in the 7| Work Order Package.
8 3. When Immediate Response Services are required, ANAHEIM will contact 9 via telephone prequalified contractors until the Immediate Response Service requirements have 10 been satisfied. Under this Immediate Response Service process, ANAHEIM may or may not contact CONTRACTOR. The Water Engineering Division will administer the Immediate 12 Response Service process. If awarded, CONTRACTOR shall commence performance of the 13 Work as may be requested by the Water Engineering Division in a timely and expeditious CA 92805 14 manner until either (1) final completion and acceptance by ANAHEIM of the Work or (2) earlier OFFICE OF THE CITY ATTORNEY CITY OF ANAHEIM 200 S. ANAHEIM BOULEVARD, SUITE 356 (714) 765-5169 FAX (714) 765-5123 ANAHEIM, 15 suspension or termination of the Work in accordance with the provisions of this Master 16 Agreement.
17 4. If CONTRACTOR receives a Work Order Package or Request from ANAHEIM but is unable or unwilling to provide the Work, CONTRACTOR shall promptly 19 notify ANAHEIM of this fact.
20 5. The nature of the Work makes timely performance critical to the orderly 21| progress of related work and to the operating schedule of ANAHEIM. CONTRACTOR shall, if 22 required under the applicable Work Order Package or Request, provide a proposed construction 23 schedule in its sealed bid that sets forth, at a minimum, each phase of the Work, the number of 24 personnel to be utilized for each phase, and the specific time required to complete each phase. 25 CONTRACTOR shall revised the construction schedule as requested by ANAHEIM, which has 26 final approval.
27 6. If performance of the Work falls behind the schedule agreed upon by the 28 Parties, CONTRACTOR shall, upon request by ANAHEIM's Representative, make reasonable 7 1 efforts to accelerate its performance of the Work at no additional cost to ANAHEIM until 2 performance of the Work conforms to the agreed-upon schedule. 3 For both Work Order Packages and Requests, CONTRACTOR shall 4 obtain approval from ANAHEIM's Representative prior to expenditure of any overtime which 5 would result in extra cost to ANAHEIM. ANAHEIM reserves the right to refuse to pay overtime 6 premiums when CONTRACTOR has the option to provide the Work at straight-time by utilizing additional personnel, consecutive shifts or other methods approved by ANAHEIM. 8 8. The time period(s) specified for performance of the Work Order Package 9 or Request may be extended for force majeure events. This Part III.B.8 is applicable to a Request only when ANAHEIM has specified a time period for completion of Work within the Request. Force majeure events include unforeseeable causes beyond the control and without the 12 fault or negligence of CONTRACTOR, including, but not limited to, acts of God or of the public 13 enemy, unusually severe weather, fires, earthquakes, floods, pestilence, and other natural 14 catastrophes, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, OFFICE OF THE CITY ATTORNEY CITY OF ANAHEIM 200 S. ANAHEIM BOULEVARD, SUITE 356 ANAHEIM. CA 92805 (714) 765-5169 FAX (714) 765-5123 15 civil disturbance or disobedience, labor dispute, labor or material shortage, sabotage, government 16 priorities, restraint by court order or public authority and action or non-action by or inability to 17 obtain the necessary authorization or approvals from any governmental agency or authority, 18 and/or acts of any governmental agency, including ANAHEIM, which by the exercise of due 19 diligence CONTRACTOR could not reasonably have been expected to avoid and which by 20 exercise of due diligence has been unable to overcome, if CONTRACTOR immediately notifies 21 ANAHEIM's Representative in writing of the causes of the delay and the anticipated length of 22 the delay. ANAHEIM's Representative shall ascertain the facts and the extent of delay, and may 23 extend the time for performing the Work Order Package or Request for the period of the 24 enforced delay if, in the judgment of ANAHEIM's Representative, the delay is justified. The 25 determination of ANAHEIM's Representative shall be final and conclusive upon the Parties to 26 this Master Agreement. In the event of delay, however caused, CONTRACTOR's sole remedy 27 shall be an extension of the time of performance of the Work Order Package or Request, 28 pursuant to this Section, and CONTRACTOR shall not be entitled to recover damages against 8 1 ANAHEIM. Any change to the Work completion date shall be documented by a written Change 2|| Order to the Work Order Package or Request.
3 9. The Parties agree that time is of the essence in obtaining the Work and that 4 it is essential that CONTRACTOR provide the Work by the date specified in each Work Order 5 Package or Request. The Parties agree that in the event that the Work is not provided by this date, actual damages to ANAHEIM as a result of that failure would be impractical or extremely difficult to ascertain. In the event of CONTRACTOR's failure to complete the Work by the date 8 specified in the Work Order Package or Request, CONTRACTOR agrees to pay ANAHEIM 9 liquidated damages for every calendar day's delay beyond the completion date specified in the 10 Work Order Package or Request an amount equal to either (a) Five Hundred Dollars ($500.00) 11 per calendar day; or (b) the liquidated damages amount, if any, specified in an applicable Work 12 Order Package or Request. The foregoing sentence shall be subject to Part III.B.8 above. 13 10. A written statement requesting acceptance of the Work shall be submitted ANAHEIM BOULEVARD, SUITE 356 92805
14 to ANAHEIM's Representative by CONTRACTOR, with a request for acknowledgment. The

OFFICE OF THE CITY ATTORNEY
15 acknowledgment shall be executed by ANAHEIM within thirty (30) days after (1) ANAHEIM

CITY OF
200 S. ANAHEI 16 determines after final inspection that the Work has been satisfactorily completed, and (2) 17 ANAHEIM has accepted the Work. Execution of the acknowledgment shall constitute final 18 acceptance by ANAHEIM.
19 C. Compensation and Payment.
20 Limits.
21 a. Per Project. The Parties understand and agree that full and complete 22 payment for Work performed for a single Work Order Package or Request in accordance with 23 this Master Agreement shall not exceed the sum of Five Hundred Thousand Dollars 24 ($500,000.00), excluding change orders. CONTRACTOR's performance of the Work shall be 25 compensated either on a lump sum basis in an amount not to exceed the amount set forth in the applicable Work Order Package or Request or on a Unit Price, Crew Hour Rate or Time and 27| Equipment basis as set forth in the Proposal, at ANAHEIM's election. 28 9
1 b. Per Fiscal Year. The Parties understand and agree that the combined 2 cumulative value of all Work Order Packages and Requests awarded to Contractor during each 3 fiscal year (July 1 through June 30) during the Term of the Agreement shall not exceed the sum 4 of Three Million Dollars ($3,000,000.00), excluding change orders. Any unused portion of this 5 annual limit shall expire and not carry over to increase the dollar limit of Work that may be awarded in the subsequent fiscal year
7 2. Contractor's Labor Rates. Unless otherwise stated in the applicable 8 Work Order Package or Request, CONTRACTOR's performance of the Work on a Time, 9 Material and Equipment basis shall be paid at the hourly rates for the respective classifications as 10 set forth in the Proposal. CONTRACTOR's performance of the Work on a Crew Hour Rate basis shall be paid at the hourly rate for the respective crew composition as set forth in the Proposal. Billing rates shall include (a) all labor-related costs including, but not limited to, 13 payroll costs, benefits, payroll taxes, Workers Compensation Insurance, Liability Insurance, (b) 92805
14 small tools, personal and consumable supplies, (c) home office and field overhead, and (d) profit.

OFFICE OF THE CITY ATTORNEY CITY OF ANAHEIM 200 S. ANAHEIM BOULEVARD, SUITE 356 (714) 765-5169 FAX (714) 765-5123 ANAHEIM. 15|| All shift differentials shall be paid as direct reimbursables. 16 3. Contractor Furnished Material Costs. All material reimbursement costs as 17 invoiced to CONTRACTOR by its suppliers (including freight charges and all applicable 18 discounts and taxes) plus a fixed percentage as specified in the Proposal for all applicable 19 overhead and handling costs. Charges for materials shall be separately stated on all invoices. No 20|| profit shall be paid by ANAHEIM to CONTRACTOR for material costs. 21 Subcontractors. Costs for subcontracted Work shall be paid as 22 invoiced by subcontractors plus five percent (5%) markup for administrative costs. 23 Rental Costs.
24 a. Contractor-Owned Equipment. Costs for CONTRACTOR's own 25 equipment at rates as set forth in the Proposal or CONTRACTOR's bid, as applicable. 26 b. Third-Party Rentals. Reasonable costs for rental of equipment 27 including insurance, as invoiced by its suppliers to CONTRACTOR as specified in the Standard 28 Specifications Supplement.
10 1 c. Rental Period. Rental period shall begin when equipment is 2 received at jobsite or the Work is initiated, whichever occurs later. Rental period shall end when 3 equipment leaves the jobsite or Work is essentially completed, whichever occurs first. Rental 4 period shall not include time for which equipment is unusable due to unsafe conditions, is 5 inoperative or is in transit.
6 d. Rental Rates. The lowest combination of monthly, weekly, daily and hourly rates shall apply. Rates shall include (1) any routine maintenance, parts and supplies, 8 (2) all applicable insurance, and (3) fuel and transportation costs, as specified in the Proposal or 9 CONTRACTOR's bid, as applicable.
10 6. Other Costs. Costs for other items as set forth in the Work Order 11| Package or Request.
12 Pricing Basis. The Pricing Basis for Work performed on Work Order , SUITE 13| Packages or Requests which reference this Master Agreement, shall be Lump-sum, Unit Price,

THE CITY ATTORNEY ANAHEIM
14 Crew Hour Rate, or Time, Material and Equipment as set forth in the bid applicable to a specific 15|| Work Order Package or Request.
16 8. Taxes. CONTRACTOR assumes exclusive liability for, and shall pay

OFFICE OF
before delinquency, all Federal, State or Local sales, use, excise and other taxes, charges or 18 contributions of any kind now or hereafter imposed on, or with respect to, or measured by, the 19 equipment, materials, supplies or labor furnished hereunder or the wages, salaries, or other 20 remunerations paid to individuals employed in connection with the performance of the Work. 21 Method of Payment.
22 a. No payment shall be made under any Work Order Package or 23| Request until ANAHEIM has received the executed acknowledgment of the Work Order 24| Package or Request, any current required certificate(s) of insurance, and bond(s) from 25 CONTRACTOR.
26 For Time, Material and Equipment Work, CONTRACTOR shall 27 submit a copy of time sheets daily, for approval and retention by ANAHEIM's Representative, 28 listing: employee name, classification, hours worked straight time and overtime, and 11 1 identification of equipment and materials utilization and materials used. Each monthly invoice 2 shall be supported with sufficient detail to allow ANAHEIM to evaluate the invoiced costs, 3 including hours for each classification, with sheets and approved time sheets and applicable 4 rates, invoiced costs from suppliers and subcontractors, and equipment rental charges. 5 For Crew Hour Rate Work, CONTRACTOR shall submit a copy 6 of the time sheets daily, for approval and retention by ANAHEIM's Representative listing: crew 7 composition, hours worked straight time and overtime, and additional equipment not covered by 8 the crew hour rate (if applicable). Each monthly invoice shall be supported with sufficient detail 9 data to allow ANAHEIM to evaluate the invoiced costs, including crew hours for each crew 10 composition, with approved time sheets and applicable rates, invoiced costs from suppliers and subcontractors, and equipment rental charges. CONTRACTOR shall submit a separate invoice 12 for each ANAHEIM Work Order Package.

CITY ATTORNEY 13 d. For Lump sum or Unit Price Work, CONTRACTOR shall submit ANAHEIM BOULEVARD, SUITE 356 92805
14 invoices in accordance with the progress payment schedule outlined in the applicable Work 15 Order Package, Request, or as approved by ANAHEIM's Representative in accordance with the

OFFICE OF THE CITY OF FAX
200 S. ANAHEI 16 Work completion schedule.
17 e. As part of CONTRACTOR's application for payment
18 CONTRACTOR shall (1) certify that the portion of the Work for which compensation is claimed 19 has been completed in accordance with the terms and conditions and specifications of this Master 20| Agreement, (2) state CONTRACTOR's estimate of the percentage of construction completed to 21 date and the actual construction costs incurred to date, (3) state that the amount claimed has not 22 been the subject of a prior application for payment, and (4) provide an estimate of the time 23 required for completion of the Work. Each application for payment shall be accompanied by an 24 executed Estoppel Certificate in the form set forth in Appendix A hereto. Each Estoppel 25 Certificate shall identify the Work Order Package or Request to which it applies and shall be 26 signed by an authorized officer of CONTRACTOR and must be attached to the application for 27 payment.
28 12
1 f. CONTRACTOR shall submit invoices in a format approved by ANAHEIM and as set forth in this Article to:
3 City of Anaheim
4 Public Utilities Department
5 Attention: Project Manager
Master Agreement No. xx
6 Water Engineering
201 S. Anaheim Blvd, Suite 601
Anaheim, California 92805
8 9 g. When requesting final payment following final acceptance of all Work by ANAHEIM, CONTRACTOR shall execute a "Conditional Waiver and Release Upon Final Payment" pursuant to California Civil Code Section 8136 or successor statute in a form 12 approved by ANAHEIM. If requested, CONTRACTOR shall provide further assurances , SUITE 356 reasonably required by ANAHEIM that all subcontractors, suppliers and employees have been 13 92805 14| paid. No final payment shall be made to CONTRACTOR without full compliance with this

OFFICE OF THE CITY ATTORNEY CITY OF ANAHEIM
15 requirement.
16 h. ANAHEIM may withhold payment of the whole or part of any 200 S. ANAHE
17 amount due or claimed by CONTRACTOR to the extent necessary to protect ANAHEIM from 18 losses, including, but not limited to, the following: (1) defective Work not remedied; (2) third- 19 party claims filed or reasonable evidence indicating probable filing of third-party claims; (3) 20 failure of CONTRACTOR to make payment promptly to its employees, suppliers or subcontractors; (4) damage caused by CONTRACTOR to another contractor to ANAHEIM; (5) 22 failure of CONTRACTOR to diligently prosecute the Work and maintain satisfactory progress required to meet the Work completion schedule; or (6) any other material breach by 24 CONTRACTOR of its obligations under the Work Order Package, Request, or Master 25 Agreement.
26 i. Subject to the above, ANAHEIM shall make payment within thirty 27| (30) days after receipt and approval of invoice.
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1 D. Warranty.
2 1. CONTRACTOR expressly warrants that all the Work performed by it and 3| any subcontractors shall be in conformance with this Master Agreement and the Work Order 4 Package or Request, and shall be free from defects in workmanship. CONTRACTOR further warrants that the Work shall be performed in a manner consistent with prudent construction and utility industry practices.
7 2. CONTRACTOR represents to ANAHEIM that it and its subcontractors 8 are properly licensed, fully experienced and properly qualified to perform the class and type of 9 the Work outlined in the Work Order Package or Request, in addition to being properly 10 equipped, organized, staffed and financed to handle such Work. CONTRACTOR shall perform = the Work in an orderly and workmanlike manner and shall not employ on the Work any 12 individuals unskilled in the duties they are assigned. 13 3. CONTRACTOR agrees that upon receipt of written notice from 92805
14 ANAHEIM's Representative that any Work performed is not in conformance with the Work OFFICE OF THE CITY ATTORNEY CITY OF ANAHEIM 200 S. ANAHEIM BOULEVARD, SUITE 356 (714) 765-5169 FAX (714) 765-5123 ANAHEIM, 15 Order Package or Request, CONTRACTOR shall forthwith correct all nonconforming Work at 16 CONTRACTOR's sole expense. If CONTRACTOR refuses or neglects to comply promptly 17 with the provisions of this subparagraph, ANAHEIM may, at its option, take all steps necessary 18 to carry out the corrective actions and charge all costs to CONTRACTOR. CONTRACTOR 19 hereby agrees it will promptly pay all costs or ANAHEIM may deduct the cost amounts from 20 future monies owed or becoming due to CONTRACTOR.
21 4. CONTRACTOR further agrees that if any fault, break or defect due to 22 workmanship, fabrication or installation occurs in any of the Work performed under this Master 23 Agreement within one (1) year from the final acceptance date as set forth in Section III.B., 24 CONTRACTOR shall repair the same promptly, as requested by ANAHEIM's Representative, 25 without cost to ANAHEIM, so as to fully comply with the Work Order Package or Request. 26 In the event any Work performed by CONTRACTOR does not comply 27 with the terms of this Master Agreement or the Work Order Package or Request, and 28 ANAHEIM's Representative deems it necessary that this non-conforming Work shall be 14 1 temporarily utilized, CONTRACTOR agrees that such Work may be utilized by ANAHEIM 2 until the Work is corrected in accordance with this Master Agreement. CONTRACTOR shall 3 not claim any compensation from ANAHEIM for such temporary utilization. 4 6. If ANAHEIM's Representative deems it inexpedient to correct any 5 instance of nonconforming Work, ANAHEIM shall have the right to deduct from any amounts 6 then due or which shall thereafter become due to CONTRACTOR under this Master Agreement, 7 or CONTRACTOR shall refund to ANAHEIM, a sum of money determined by ANAHEIM's Representative to represent the difference in value between the Work as performed and that specified in the Work Order Package or Request, as well as damages resulting from the 10 nonconforming Work. CONTRACTOR may appeal the determination by Anaheim's Representative to either the Director of Public Works or General Manager, as applicable, and 12 may recover sums that are determined to have been improperly deducted. Decisions of the 13 Director of Public Works or General Manager in these matters shall be final. 14 7. All Work performed, and any and all measurements of the Work OFFICE OF THE CITY ATTORNEY CITY OF ANAHEIM 200 S. ANAHEIM BOULEVARD, SUITE 356 ANAHEIM, CA 92805 (714) 765-5169 FAX (714) 765-5123 15 performed, under the Work Order Package or Request shall be made to the satisfaction of the Director of Public Works or the General Manager, as applicable, or their respective designees, 17 whose sole judgment shall determine whether the quality of the Work shall satisfy the 18 requirements of the Work Order Package or Request.
19 8. This Article shall not be construed as a limitation of CONTRACTOR'S 20 liability. The remedies provided for herein are supplemental and in addition to all other remedies 21 ANAHEIM may have for CONTRACTOR's negligence, breach of contract, or defective 22 performance.
23 E. Title.
24 1. Title to materials furnished by ANAHEIM for the performance of the 25 Work shall remain with ANAHEIM at all times.
26 2. Title to the Work as passed through to ANAHEIM from CONTRACTOR 27 shall be free and clear of all liens and encumbrances. 28 15
1 All sketches, documents, drawings, tracing, field survey notes, 2 computations, detail, data diskettes, photographs, and/or computer software developed 3 specifically pursuant to the Master Agreement and other materials prepared by CONTRACTOR 4 are recognized by ANAHEIM to be instruments of CONTRACTOR's Work and shall become 5 the property of ANAHEIM at the time of payment to CONTRACTOR for such Work, and CONTRACTOR shall promptly deliver them to ANAHEIM at the request of ANAHEIM.

CONTRACTOR agrees not to use these documents and other materials for any purpose other 8 than the performance of Work required by this Master Agreement without the prior written 9 authorization of ANAHEIM.
10 F. Changes and Extra Work.
11 1. CONTRACTOR may request a change in scope of a Work Order Package 12 or Request by advising ANAHEIM in writing of the change believed to be necessary. 13 ANAHEIM may initiate a request for extra Work by written notification to CONTRACTOR. As CA 92805 14) 765-5169 (714) 765-5123 14 soon as practicable after written notice, CONTRACTOR shall prepare and forward to OFFICE OF THE CITY ATTORNEY CITY OF ANAHEIM 200 S. ANAHEIM BOULEVARD, SUITE 356 ANAHEIM, 15 ANAHEIM the price for the change or extra Work in accordance with the Proposal and any FAX
16' required adjustment to the schedule. The price shall include all costs associated with performing 17 the additional or changed Work, including the impact on original contract Work, inefficiencies 18 created by the additional or changed Work, and overhead associated with the additional or 19 changed Work. All extra Work shall be billed at the rates shown in the Proposal or at a lump 20 sum price approved by ANAHEIM's Representative.
21 If CONTRACTOR's price is not accepted, CONTRACTOR shall provide 22 ANAHEIM's Representative with the details of its price estimate. If the Parties fail to agree on 23 the price, ANAHEIM's Representative may authorize the changes or extra Work to be performed 24 on a Time, Equipment and Material or Crew Hour Rate basis, while reserving the option to 25 | obtain the services of other contractors, or ANAHEIM's own employees, to perform the Work in 26 dispute.
27 Should changes or extra Work be authorized by ANAHEIM, 28 CONTRACTOR shall furnish the necessary labor with requisite tools and/or materials required 16 1|| for performing such additional Work. All authorized changes and extra Work and the agreed-to price shall be confirmed and directed through a Change Order to the Work Order Package or 3 Request.
4 4. CONTRACTOR shall implement a change or extra Work only after it has 5 received a written copy of an authorized Change Order. All changes or extra Work shall be 6 performed under the terms and conditions of this Master Agreement, except as specified in the 7 Change Order. All Change Orders shall be signed by Representatives of both Parties prior to 8 commencing the specified Work.

CONTRACTOR hereby expressly waives any compensation for any 10 change or extra Work not authorized by an executed Change Order to the Work Order Package or Request. No compensation for labor or schedule impacts from changes or extra Work shall be 12 considered, except as specified in the Change Order. 13 In no event shall the dollar amount of an individual Change Order exceed ANAHEIM BOULEVARD, SUITE 356 92805
765- 14| the sum of Ten Thousand Dollars ($10,000.00) or ten percent (10%) of the original cost specified

OFFICE OF THE CITY ATTORNEY
OF 15|| in the Work Order Package or Request, whichever is greater. In no event shall the combination

CITY FAX
200 S. ANAHEI 16 of Change Orders for a single Work Order Package or Request exceed the sum of One Hundred 17 Thousand Dollars ($100,000.00).
18 G. Other Work.
19 1. CONTRACTOR acknowledges that this Master Agreement is not 20 exclusive, and that ANAHEIM reserves the right to employ or contract with other entities for the 21 performance of the Work outlined in the General Scope of Work (Exhibit A hereto). 22 CONTRACTOR further acknowledges that its Work will be requested on an as-needed basis, 23 and that no promises or guarantees have been made that a particular amount of Work will be 24 requested by ANAHEIM or that any level of compensation may be earned by CONTRACTOR 25 hereunder.
26 If any part of CONTRACTOR's Work depends upon the work of another 27 contractor or of the employees of ANAHEIM, CONTRACTOR shall inspect the other 28' contactor's work and promptly report to ANAHEIM's Representative any defects that render it 1 unsuitable for its intended role in the proper execution and results of CONTRACTOR's Work. 2 Failure to so inspect and report any defective Work shall constitute an acceptance of the same by CONTRACTOR as being fit and suitable for the proper execution and results of the Work. 4 3. CONTRACTOR further agrees that during the performance of the Work, 5 CONTRACTOR shall not hinder or interfere with any individual or business entity ANAHEIM 6 may employ to do any Work. CONTRACTOR shall suspend any part of the Work, or shall carry on the same, as directed by ANAHEIM's Representative, so as to afford all reasonable facilities 8 for the performance of the other Work. CONTRACTOR shall not claim any extra compensation 9 for delays in the Work. CONTRACTOR's sole recourse shall be an extension of time for 10 performance as ANAHEIM may grant in accordance with the provisions hereof. 11 H. Reports. CONTRACTOR shall provide status reports as requested by ANAHEIM's Representative. Reports shall compare expended labor hours, recorded costs 13 and actual performance to estimated labor hours, estimated costs and scheduled performance for OULEVARD, SUITE 356 92805
14 the Work. Reports shall also include projections of estimated Work completion date,

OFFICE OF THE CITY ATTORNEY CITY OF ANAHEIM
15 explanation of any significant variations, and identification of any potential or known 200 S. ANAHEI 16 developments which may affect the cost to ANAHEIM or the Work completion date. 17 I. Protective Measures. CONTRACTOR shall be responsible for the 18 proper care and protection of all equipment and materials delivered and the Work performed 19| until final acceptance of the Work and issuance of a notice of completion for that Work Order 20| Package or Request by ANAHEIM. CONTRACTOR shall also adequately protect adjacent 21 property as provided by law and by this Master Agreement, including, but not limited to, 22 protection of any Work existing in public property. CONTRACTOR shall take all necessary 23 precautions for the safety of its employees and the employees of its contractors, subcontractors, 24 or others working on its behalf on the Work and prevent accidents or injury to individuals on, 25 about, or adjacent to the premises where the Work is being performed. In addition, 26 CONTRACTOR shall erect and properly maintain at all times, as required by the conditions and 27 progress of the Work, all necessary safeguards and warnings for the protection of its employees 28 18
and the employees of its contractors, subcontractors, and others working on its behalf, as well as 2 the public, including, but not limited to, temporary covering on all equipment pads. 3 Risk of Loss and Damage. CONTRACTOR shall be responsible for 4 any loss or damage to the Work, or material furnished by ANAHEIM for the Work, until final 5 acceptance of the Work and issuance of a notice of completion by ANAHEIM for a specific 6 Work Order Package or Request. In the event of loss or damage, if it should become necessary 7 to replace materials furnished by ANAHEIM, the cost of replacement shall be paid by 8 CONTRACTOR to ANAHEIM. ANAHEIM may deduct replacement costs from any amounts 9 due or to become due CONTRACTOR.
10 K. ANAHEIM-Furnished Tools and Equipment. Should ANAHEIM 11 furnish any tools or equipment to CONTRACTOR to perform any Work, any tools or 12 equipment shall be provided solely as a convenience to CONTRACTOR, and only under the 13 following conditions:

OULEVARD, SUITE 356
65-51 14 1. CONTRACTOR shall ensure that any employee using any loaned tool or

OFFICE OF THE CITY ATTORNEY CITY OF ANAHEIM
15 equipment is adequately and properly trained in its correct, intended, and safe use, and shall 16 actively supervise, with trained personnel, all employees using any ANAHEIM loaned tool or 17 equipment in order to ensure that, at all times, the use of the tool or equipment is correct, safe, in 18 accordance with the intended use, and creates no risk of injury or damage to individuals and/or 19 property.
20 The Comprehensive General Liability Insurance required by this Master 21 Agreement shall include coverage for liability assumed by CONTRACTOR associated with the 22 use of, supervision of, and training of any employee using any ANAHEIM loaned equipment or 23 tools.
24 CONTRACTOR shall be responsible for thoroughly inspecting all 25 ANAHEIM loaned tools and equipment for defects. Any loaned tools or equipment found by 26 CONTRACTOR to be defective in any way shall immediately be returned to ANAHEIM and not 27| utilized by CONTRACTOR.
28 19
1 4. Any tools or equipment loaned to CONTRACTOR by ANAHEIM shall be 2 promptly returned to ANAHEIM's upon request by ANAHEIM's Representative. If 3| CONTRACTOR fails to promptly return any tools or equipment, ANAHEIM may at its option 4l replace them at CONTRACTOR's expense.
5 L. Suspension of Work.
6 ANAHEIM may at any time suspend the entire Work, or any portion 7 thereof, upon written notice to CONTRACTOR, who shall thereupon discontinue and suspend 8 the Work except for operations that may be necessary to prevent damage to property or to the 9 Work already accomplished. CONTRACTOR shall resume the Work after ANAHEIM gives 10 written notice lifting the suspension.
11 2. For all Work satisfactorily performed by CONTRACTOR prior to 12 suspension of Work, CONTRACTOR shall be paid in accordance with the Work Order Package SUITE: 13
CITY ATTORNEY or Request, as applicable. If the Work shall be delayed due to any suspension of Work,

ANAHEIM
14 CONTRACTOR shall also be entitled to an equitable extension of time within which to complete 15 the Work. ANAHEIM shall pay additional reasonable costs actually incurred by 16 CONTRACTOR in deactivating and reactivating the Work caused by an ANAHEIM-ordered OFFICE 200 S.
17 suspension. This shall be CONTRACTOR's sole compensation for suspension of the Work by 18 ANAHEIM.

This Subpart L shall be construed as applying only to suspension of Work 20 Order Package or Request by ANAHEIM and caused by conditions that cannot be reasonably 21 anticipated. The provisions of this Subpart L shall not apply to any conditions or suspension of 22 the Work cited in the Work Order Package or Request or suspension because of inclement 23| weather, or nature of the Work, or operating requirements of ANAHEIM, or termination as 24 defined herein.
25 M. Termination. ANAHEIM may terminate this Master Agreement with or 26 without cause upon giving CONTRACTOR fifteen (15) days prior written notice. ANAHEIM 27 may terminate any specific Work order issued pursuant to a Work Order Package or Request 28 with or without cause upon giving CONTRACTOR five (5) days prior notice. If this Master 20 1 Agreement or any Work order is terminated without cause, CONTRACTOR will be paid for 2 costs incurred and actual Work satisfactorily performed for ANAHEIM up to and including the 3 date of termination. Termination of this Master Agreement, with or without cause, shall result in 4 (1) immediate suspension of the CONTRACTOR's pre-qualified status, (2) immediate 5 prohibition of further bids and proposals by CONTRACTOR under this Master Agreement, and 6| (3) immediate termination of all pending Work Order Packages and Requests awarded to CONTRACTOR under this Master Agreement, except such operations as may be necessary to 8 prevent damage to property or to the Work already accomplished, and those operations shall be 9 terminated as soon as practicable. Such termination shall be duly noticed and provide the 10 CONTRACTOR an opportunity for appeal and a hearing consistent with ANAHEIM's pre- 11 qualification procedures.
12 The General Manager or designee is authorized to terminate the Master OULEVARD, SUITE 356 13| Agreement as stated herein.

ANAHEIM 92805
765-5 14 N. Disputes. Any dispute that cannot be resolved between the

OFFICE OF THE CITY ATTORNEY
OF 15| Representatives of the Parties shall be referred to the General Manager or his/her designee, 16 whose decision shall be final. CONTRACTOR shall have no cause of action for any alleged 17 breach of this Master Agreement by ANAHEIM until after ANAHEIM has made final payment 18| for all Work provided hereunder.
19 0. Liens. CONTRACTOR shall hold harmless, indemnify and defend 20 ANAHEIM from any mechanic's liens or stop notice claims against ANAHEIM by 21 CONTRACTOR, subcontractors, employees or agents pertaining to the Work specified in any 22 Work Order Package or Request referencing this Master Agreement. 23 P. Fiscal Records and Audits.
24 CONTRACTOR shall keep a correct and current accounting of payroll 25 costs, travel, subsistence, field and incidental expenses. CONTRACTOR shall use recognized 26 accounting methods in preparing invoices and reports. ANAHEIM reserves the right to 27 designate its own employee representatives) or its contracted representatives) with a certified 28 public accounting firm who shall have the right to audit CONTRACTOR's accounting 21 procedures and internal controls of CONTRACTOR's financial systems and to examine any 2 cost, revenue, payment, claim, other records or supporting documentation resulting from any 3 items set forth in this Master Agreement. If CONTRACTOR fails to provide supporting 4 documentation satisfactory to ANAHEIM for any costs charged ANAHEIM, then 5 CONTRACTOR agrees that ANAHEIM may delete such items from the invoice or 6 CONTRACTOR shall reimburse ANAHEIM for those costs. Any audits) shall be undertaken by ANAHEIM or its representatives) at reasonable times and in conformance with generally 8 accepted auditing standards. CONTRACTOR agrees to fully cooperate with all audits). 9 This right to audit shall extend during the length of this Master Agreement 10 and for a period of three (3) years, or longer if required by law, following the date of final payment of the last Work Order Package or Request performed by CONTRACTOR. 12 CONTRACTOR agrees to retain all necessary records/documentation for the entire length of this 13 audit period.

M BOULEVARD, SUITE 356 92805
in

11.56929 14 3. CONTRACTOR will be notified in writing of any exception taken as a

OFFICE OF THE CITY ATTORNEY CITY OF ANAHEIM
15|| result of an audit or pre-payment review of an invoice. Any adjustments and/or payments which FAX
200 S. ANAHEI 16 must be made as a result of any audit or inspection of CONTRACTOR's invoices and/or records 17 shall be made within thirty (30) days from presentation of ANAHEIM's findings to 18 CONTRACTOR. If CONTRACTOR fails to make a required adjustment or payment, CONTRACTOR agrees to pay interest, accruing monthly, at a rate of ten percent (10%) per 20|| annum unless another part of this Master Agreement specifies a higher rate of interest, then the 21| higher rate will prevail. Interest will be computed from the date of written notification of 22 exception(s) to the date CONTRACTOR reimburses ANAHEIM for any exceptions). If an 23 | audit inspection or examination in accordance with this article discloses overcharges (of any 24|| nature) by CONTRACTOR to ANAHEIM in excess of one percent (1%) of the value of that 25 | portion of the contract that was audited, the actual cost of ANAHEIM's audit shall be reimbursed 26 to ANAHEIM by CONTRACTOR. CONTRACTOR reserves the right to contest any exception. 27 CONTRACTOR shall include a similar clause in its agreements with 28 subcontractors reserving the right to designate its own employee representatives from a certified 22 1 public accounting firm, and/or representatives) from ANAHEIM, who shall have the right to 2 audit and to examine any cost, payment, settlement or other supporting documentation resulting 3 from any item set forth in its agreements.
4 Q. Indemnity and Insurance.
5 Indemnity. CONTRACTOR agrees to indemnify, defend, and hold 6 harmless ANAHEIM, its officials, agents, employees, and representatives, from and against any 7 and all claims, demands, defense costs and liability of any kind or nature (collectively referred to hereinafter as "Claims") arising out of or in connection with CONTRACTOR's (or 9 CONTRACTOR's subcontractors', if any) performance or failure to perform work performed by 10 or on behalf of CONTRACTOR, or goods or services provided by or on behalf of 11 CONTRACTOR under the terms of this contract; except for those Claims which arise out of the sole negligence or willful misconduct of ANAHEIM. Such agreement shall be in effect without 13 regard to whether or not ANAHEIM, CONTRACTOR, or any other person or entity maintains or 92805
55-51 765-5 14 fails to maintain insurance coverage for any such Claims. The obligations set forth in this OFFICE OF THE CITY ATTORNEY CITY OF ANAHEIM 200 S. ANAHEIM BOULEVARD, SUITE 356 ANAHEI 15 indemnification/defense provision shall survive the termination of this Master Agreement.

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16 ANAHEIM's Risk Manager is hereby authorized to amend the requirements set forth herein in 17 the event that such amendment is in ANAHEIM's best interest. 18 Insurance. Without limiting ANAHEIM's right to indemnification, the 19 Parties agree that CONTRACTOR shall secure, prior to commencing any activities under this 20| Master Agreement, and maintain, during the Term of this Master Agreement, insurance coverage 21 as follows:
22 Workers' Compensation Insurance as required by California law and Employers 23| Liability Insurance in an amount not less than $1,000,000.00 per occurrence. 24 Commercial General Liability Insurance, including coverage for Premises and 25| Operations, Contractual Liability, Personal Injury Liability, Products/Completed Operations 26 | Liability, and Independent Contractors' Liability (if applicable), in an amount of not less than 27 Two Million Dollars ($2,000,000.00) per occurrence, Four Million Dollars ($4,000,000.00) 28 annual aggregate, written on an occurrence form.
23 1 Comprehensive Automobile Liability coverage; including, as applicable, owned, 2 non-owned and hired autos, in an amount of not less than Two Million Dollars ($2,000,000.00) 3 per occurrence, combined single limit, written on an occurrence form. 4 The General Liability and Auto Liability Insurance required herein shall include 5 coverage insuring against CONTRACTOR's indemnification obligations set forth herein, 6 provided that this provision shall not diminish any rights ANAHEIM may have as an additional 7 insured under this insurance.
8 If CONTRACTOR maintains broader coverage and/or higher limits than the 9 minimums shown above, ANAHEIM requires and shall be entitled to the broader coverage 10 and/or the higher limits maintained by CONTRACTOR. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to 12 ANAHEIM.
13 The Worker's Compensation and Liability Insurance policies required herein shall OFFICE OF THE CITY ATTORNEY CITY OF ANAHEIM 200 S. ANAHEIM BOULEVARD, SUITE 356 107835205 14 each provide for a waiver of subrogation in favor of ANAHEIM. 15 ANAHEIM's Risk Manager is hereby authorized to reduce the requirements set ANAH
16 forth herein in the event he/she determines that such reduction is in ANAHEIM's best interest. 17 Each insurance policy required by this Master Agreement shall contain the 18| following clause or shall otherwise provide for the following conditions:
"This insurance shall not be canceled, limited in scope or coverage, 20 or non-renewed until after thirty (30) days prior written notice has been given to the City Clerk, City of Anaheim, 200 S. Anaheim 22 Blvd., Anaheim, CA 92805, except in the event of cancellation for non-payment of premium which shall provide for not less than ten 24 (10) days notice."
25 Each insurance policy required by this Master Agreement, except policies for 26 Workers' Compensation, shall contain the following clauses or shall otherwise provide for the 27 following conditions:
28 24
1 "It is agreed that any insurance maintained by CONTRACTOR 2 pursuant to this Master Agreement shall be primary to, and not 3 contribute with, any insurance or self-insurance maintained by the 4 City of Anaheim."
5 "The City of Anaheim, its officers, agents, employees, 6 representatives and volunteers are added as additional insureds as 7 respects acts, omissions, operations, goods or work provided, or 8 activities of, or on • behalf of, the named insured under an 9 agreement or contract with the City of Anaheim."
10 Prior to commencing any Work under this Master Agreement, CONTRACTOR shall deliver to ANAHEIM insurance certificates confirming the existence of the insurance required by this Master Agreement, and including the applicable clauses referenced above. Also, within thirty (30) days of the execution date of this Master Agreement, CONTRACTOR shall CA 92805 14 provide to ANAHEIM (i) endorsements to the insurance policies which add to these policies the OFFICE OF THE CITY ATTORNEY CITY OF ANAHEIM 200 S. ANAHEIM BOULEVARD, SUITE 356 (714) 765-5169 FAX (714) 765-5123 ANAHEIM, 15 applicable clauses referenced above, or (ii) in lieu of said endorsements, documentation 16 acceptable ANAHEIM evidencing that the coverage, terms, and conditions set forth in the 17 above-referenced clauses are otherwise included in said insurance policies. Should it be deemed 18 necessary by ANAHEIM, it shall be CONTRACTOR's responsibility to see that ANAHEIM receives documentation acceptable to ANAHEIM which sustains that the individual signing said 20 endorsements is indeed authorized to do so by the insurance company. Insurance required 21 hereunder shall be placed with insurers (i) admitted to write insurance in California, (ii) 22 possessing A.M. Best's rating of A VII or higher, or (iii) otherwise acceptable to ANAHEIM, 23 with prior written permission from ANAHEIM. In the event that (i) a claim or other legal action 24 is filed against ANAHEIM, and ANAHEIM, in its good faith opinion, believes it may have 25 coverage under any of the insurance required herein, and (ii) the issuer of any such insurance has 26 failed to fully accept, without reservation, ANAHEIM's submission of said claim or legal action, 27 then ANAHEIM has the right to demand, and to receive within a reasonable time period, copies 28 of the insurance policies related to such required insurance; provided, however, that this 25 1 provision shall not apply if the Parties agree that CONTRACTOR shall fully defend, hold 2 harmless, and indemnify ANAHEIM against any such claim or other legal action. 3 Remedies. In addition to any other remedies ANAHEIM may have if 4| CONTRACTOR fails to provide or maintain any insurance policies or policy endorsements to 5| the extent and within the time herein required, ANAHEIM may, at its sole option:
6 a. Order CONTRACTOR to stop Work under this Master Agreement 7 and/or withhold any payments) which become due to CONTRACTOR hereunder until 8 CONTRACTOR demonstrates compliance with the requirements hereof; b. Terminate this Master Agreement.
10 Exercise of any of the above remedies, however, is an alternative to other 11| remedies ANAHEIM may have and is not the exclusive remedy for CONTRACTOR's failure to 12 maintain insurance or secure appropriate endorsements.

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13 4. Subcontractors.

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a. Nothing herein contained shall be construed as limiting in any way 15 the extent to which CONTRACTOR may be held responsible for payment of damages to persons OFFICE OF 16 or property resulting from CONTRACTOR's, or CONTRACTOR's contractors/subcontractor's, 17| if any, performance of the Work covered under this Master Agreement. 18 In the event CONTRACTOR hires other persons or firms to 19 perform some of the Work related to this Master Agreement, CONTRACTOR shall ensure (i) 20 that the acts or omissions of such persons or firms are covered under the above-referenced 21 | liability insurance, or (ii) that such firms maintain insurance equal to or better than and subject to 22 the same limits, terms and conditions as, the insurance required of CONTRACTOR under this 23 Master Agreement; and in either instance, CONTRACTOR shall provide, or cause to be 24| provided, evidence of such insurance coverage, reasonably acceptable to ANAHEIM. 25 R. Required Bonds. At the execution of this Master Agreement, 26 CONTRACTOR shall provide both a performance bond and a bond for payment for labor and 27 material to secure its performance of Work under this Master Agreement. CONTRACTOR shall 28 maintain these bonds for the entire Term of this Master Agreement. Each bond shall be written in 26 the principal amount of not less than One Hundred and Fifty Thousand Dollars ($150,000.00) and in the form set forth in the Sample Faithful Performance Bond attached hereto as Appendix B and Sample Labor and Material Bond attached hereto as Appendix C. However, should the 4 total value of all Work awarded to CONTRACTOR but not yet completed by CONTRACTOR 5 and accepted by ANAHEIM exceed $150,000.00 at any time, CONTRACTOR agrees to increase the principal amount of its bonds to an amount not less than the total value of 7 CONTRACTOR's outstanding Work Order Packages and/or Requests. CONTRACTOR shall 8 not commence any Work unless and until CONTRACTOR has complied with the foregoing. 9 This higher bond amount shall be maintained until one or more outstanding Work Orders 10 Packages or Requests have been completed and a corresponding portion of the bond has been 11 released by ANAHEIM. At that time the total principal amount of the bonds may be reduced to the new total amount of all Work Orders or Requests then awarded but not yet completed and 13 accepted by ANAHEIM. Notwithstanding the above, in no event shall the principal amount of 14 each of the bonds be less than One Hundred and Fifty Thousand Dollars ($150,000.00) at any OFFICE OF THE CITY ATTORNEY CITY OF ANAHEIM 200 S. ANAHEIM BOULEVARD, SUITE 356 ANAHEIM, CA 92805 (714) 765-5169 FAX (714) 765-5123 15 time during the Term of this Master Agreement, including any extensions. All bonds shall be 16 written with surety (i) authorized to do business in the State of California by the California 17 Department of Insurance, and (i1) listed on the most current version of the Department of 18 Treasury's Circular 570. Bonds shall be in the form set forth in Appendices B and C, attached 19 hereto, and any bond riders issued to increase or decrease the principal amount shall be on forms 20 acceptable to ANAHEIM. All signatures by principals and sureties on bonds and any bond riders 21| shall be notarized. ANAHEIM will not reimburse CONTRACTOR for the premium of the initial 22 principal bond amount of One Hundred and Fifty Thousand Dollars ($150,000.00); however, 23 CONTRACTOR will be allowed to include a bond fee, in the cost of each Work Order or 24|| Request, corresponding to the value of the awarded Work Order Package or Request. 25 S. Breach of Agreement. CONTRACTOR shall not be relieved of liability 26 to ANAHEIM for damages sustained by ANAHEIM by virtue of any breach of this Master 27 Agreement by CONTRACTOR, and ANAHEIM may withhold any payments to 28 CONTRACTOR for the purpose of set-off until the exact amount of damages due ANAHEIM 27 1| from CONTRACTOR is determined. In addition, ANAHEIM may pursue all remedies available 2 under law for breach of this Master Agreement. The waiver by either Party of any breach to this 3 Master Agreement shall not constitute a waiver as to any succeeding breach. 4 T. Compliance with Laws.
5 In the performance of this Master Agreement, CONTRACTOR shall abide 6 by and conform to (and shall ensure that CONTRACTOR's contractors and/or subcontractors, if any, shall abide by and conform to) any and all applicable laws, statutes, safety rules, and 8 practices of the United States, the State of California, the Charter, Ordinances, and Operating 9| Orders of the City of Anaheim, and any other applicable local laws (collectively, Laws and 10 Practices). Further, CONTRACTOR warrants that all Work done under this Master Agreement = shall be in strict compliance with all Laws and Practices, including, but not limited to, 12 Cal/OSHA, AQMD and EPA regulations.
13 ANAHEIM's Representative may enter the jobsite to make reasonable 92805 5123
14 inspections to monitor compliance with the Laws and Practices and with the terms of this Master OFFICE OF THE CITY ATTORNEY CITY OF ANAHEIM 200 S. ANAHEIM BOULEVARD, SUITE 356 15 Agreement. CONTRACTOR shall at all times maintain proper facilities and provide safe access

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16 for inspection by ANAHEIM's Representative to all parts of the jobsite. When specifications in 17 a Work Order Package or Request require Work to be specially tested or approved, it shall not be 18 tested or approved without timely advance notice to ANAHEIM's Representative of its readiness 19 for testing and approval and without prior written consent by ANAHEIM's Representative. 20 3. If ANAHEIM's Representative identifies an occurrence of noncompliance 21 with Laws and Practices, he or she may inform CONTRACTOR's Representative of the 22 occurrence and require that CONTRACTOR's Representative promptly bring the jobsite into 23 compliance with Laws and Practices.
24 4. If ANAHEIM's Representative identifies a situation which, in the opinion 25 of the Representative, constitutes an immediate potential for bodily harm or significant property 26 damage, he or she may contact CONTRACTOR's Representative and recommend that Work be 27 stopped until the situation is rectified to the satisfaction of ANAHEIM's Representative. 28 28
1 If ANAHEIM's Representative identifies a noncompliance situation 2 which, in his/her opinion, constitutes an imminent danger of serious bodily harm or death, 3 ANAHEIM's Representative may contact CONTRACTOR's Representative and request that the 4 I situation be rectified to the satisfaction of ANAHEIM's Representative. 5 6. The election of ANAHEIM to exercise or not exercise its rights under 6 these provisions shall impose no liability on ANAHEIM nor shall it relieve CONTRACTOR of any duties or obligations under the terms of this Master Agreement, provided that ANAHEIM's 8 Representative acted in good faith in the exercise or non-exercise of such rights. 9 CONTRACTOR shall dispose of all materials used in conjunction with the 10 performance of this Master Agreement in strict compliance with all Laws and Practices. 11 8. CONTRACTOR shall not discriminate against handicapped persons in the provision of services and shall provide accessibility for handicapped persons to the services 13 provided under this Master Agreement. CONTRACTOR shall comply with all applicable CA 92805 14) 765-5169 14 requirements of the Americans with Disabilities Act of 1990 and implementing regulations (28 OFFICE OF THE CITY ATTORNEY CITY OF ANAHEIM 200 S. ANAHEIM BOULEVARD, SUITE 356 FAX (714) 765-5123 15 CFR Parts 35-36) in order to provide handicapped accessibility to the extent readily achievable.

ANAHEI
16 CONTRACTOR certifies and agrees that all persons employed or 17 applying for employment by it, its affiliates, or holding companies, and all subcontractors, 18 bidders and vendors, are and will be treated equally by it without regard to, or because of race, color, religion, sex, marital status, national origin or ancestry, pregnancy, childbirth or related 20| medical condition, medical condition (cancer related) in compliance with all anti-discrimination 21 laws and regulations of the United States, the State of California and ANAHEIM as they now 22| exist or may hereafter be amended.
23 10. CONTRACTOR shall allow representatives of ANAHEIM access to 24 CONTRACTOR's employment records related to this Master Agreement during regular business 25 hours to verify compliance with these provisions when so requested by ANAHEIM. 26 U. Labor Code.
27 ANAHEIM and CONTRACTOR acknowledge that this Master
28 Agreement is subject to the provisions of Division 2, Part 7, Chapter 1 (commencing with 29 1 Section 1720) of the California Labor Code relating to public works and public agencies and 2 agree to be bound by all the provisions thereof as though set forth fully herein. Full 3 compensation for conforming to the requirements of the Labor Code and with other Federal, 4 State and local laws related to labor, and rules, regulations and ordinances which apply to any 5 Work performed pursuant to this Master Agreement shall be considered as included in the price 6 for all contract items of Work involved.
7 This Master Agreement is further subject to prevailing wage law, 8 including, but not limited to, the following:
9 a. The CONTRACTOR shall pay the prevailing wage rates for all Work performed under the Master Agreement. When any craft or classification is omitted from = the general prevailing wage determinations, the CONTRACTOR shall pay the wage rate of the 12 craft or classification most closely related to the omitted classification. The CONTRACTOR 13 shall forfeit as a penalty to ANAHEIM the amount of $50.00 or any greater penalty as provided I BOULEVARD, SUITE 356 92805
765- 14 in the Labor Code for each Calendar Day, or portion thereof, for each worker paid less than the

OFFICE OF THE CITY ATTORNEY CITY OF ANAHEIM
(71 15 prevailing wage rates for any Work done under the Master Agreement employed in the execution 200 S. ANAHE 16 of the Work by CONTRACTOR or by any subcontractor under CONTRACTOR in violation of 17 the provisions of the Labor Code. In addition, the difference between applicable prevailing wage 18 rates and the amount paid to each worker for each Calendar Day, or portion thereof, for which each worker was paid less than the prevailing wage rate shall be paid to each worker by the 20| CONTRACTOR.
21 b. CONTRACTOR shall comply with the provisions of Labor Code 22 Section 1777.5 concerning the employment of apprentices on public works projects, and further agrees that CONTRACTOR is responsible for compliance with Section 1777.5 by all of its 24 subcontractors.
25 c. Pursuant to Labor Code Section 1776, CONTRACTOR and any 26 subcontractor shall keep accurate payroll records, showing the name, address, social security 27 number, work classification, straight time and overtime hours worked each day and week, and 28 the actual per diem wages paid to each journeyman, apprentice, worker, or other employee 30 1 employed by CONTRACTOR or any subcontractor in connection with this Master Agreement. 2 Each payroll record shall contain or be verified by a written declaration that it is made under 3 penalty of perjury, stating both of the following: (1) the information contained in the payroll 4 record is true and correct; and (2) the employer has complied with the requirements of Labor 5 Code Sections 1811 and 1815 for any work performed by its employees on any portion of the 6 Work. The payroll records enumerated under this Subpart shall be certified and shall be 7 available for inspection at all reasonable hours as required by Labor Code Section 1776. 8 d. This Master Agreement is further subject to 8-hour work day and 9 wage and hour penalty law, including, but not limited to, Labor Code Sections 1810 and 1813, as 10 well as California nondiscrimination laws, as follows: CONTRACTOR shall strictly adhere to the provisions of the Labor Code regarding the 8-hour day and the 40-hour week, overtime, Saturday, Sunday and holiday work and nondiscrimination on the basis of race, religious creed, 13 color, national origin, ancestry, physical disability, mental disability, medical condition, marital 14 status, sex or sexual orientation, except as provided in Section 12940 of the Government Code.

OFFICE OF THE CITY ATTORNEY CITY OF ANAHEIM 200 S. ANAHEIM BOULEVARD, SUITE 356 ANAHEIM, CA 92805 (714) 765-5169 FAX (714) 765-5123 15 Pursuant to the provisions of the Labor Code, eight hours' labor shall constitute a legal day's 16 work. Work performed by CONTRACTOR's employees in excess of eight hours per day, and 40 17 hours during any one week, must include compensation for all hours worked in excess of eight hours per day, or 40 hours during any one week, at not less than one and one-half times the basic 19|| rate of pay. CONTRACTOR shall forfeit as a penalty to ANAHEIM an amount of $25.00 or any 20 greater penalty set forth in the Labor Code for each worker employed in the execution of the Work by CONTRACTOR or by any subcontractor of CONTRACTOR, for each Calendar Day 22 during which such worker is required or permitted to Work more than eight (8) hours in one 23 Calendar Day or more than 40 hours in any one calendar week in violation of the provisions of 24 the Labor Code.
25 e. CONTRACTOR shall at all times comply with the express 26 requirements of Labor Code Sections 1725.5, 1771.1, 1771.4 and 1776, including but not limited 27 to the contractor and subcontractor registration and requirements related to certified payroll 28 records.
31 1 This Master Agreement is subject to Public Contract Code Section 2 6109: CONTRACTOR shall be prohibited from performing Work subject to this Master

31. Agreement with a subcontractor who is ineligible to perform the Work pursuant to Sections 4|| 1777.1 or 1777.7 of the Labor Code.
5 V. Confidentiality.
6 "Confidential Information" means, with respect to a Party hereto, all 7 information or material which either (1) is marked or identified as "Confidential," "Restricted," 8 | or "Proprietary Information" or other similar marking or identification, or (2) the other Party 9| knew, as recipient, or under the circumstances, should have known, was considered confidential 10 or proprietary by the Disclosing Party (as defined below). Confidential Information shall consist 11 of all information, whether in written, oral, electronic, or other form, furnished in connection with this Agreement by the Disclosing Party or its Representatives ("Representative" is defined CITY ATTORNEY ANAHEIM VARD. SUITE 356 13 as any elected and appointed officials, affiliate, director, officer, employee, agent, advisor or 14 consultant of a Party or any of its subsidiaries or affiliates) to the Receiving Party (as defined OF 15 below) or to its Representatives, and specifically includes but is not limited to ANAHEIM's

OFFICE OF THE CITY
16 individually identifiable customer information, and ANAHEIM's customer usage data and S.
200 17| financial data.
18 2. CONTRACTOR and ANAHEIM shall each hold the other's Confidential 19 Information in confidence. Neither Party shall make the other's Confidential Information 20 available in any form to any third party or use the other's Confidential Information for any 21| purpose other than as specified in this Agreement. The Party providing Confidential Information 22| ("Disclosing Party") to the other Party ("Receiving Party") shall remain the sole owner of such 23| information. Except as provided elsewhere within this Agreement, nothing contained in this 24| Agreement shall be construed as granting or conferring any right or license in any Confidential 25 Information or in any patents, copyrights, software or other technology, either expressly or by 26 implication to the Receiving Party, or to its Representatives or to others. The term Confidential 27 Information shall not include any of the following: (1) information already in possession of, or already known to, the Receiving Party as of the Effective Date without an obligation of 32 1 confidentiality; (2) information in the public domain at the time of the disclosure, or which, after such disclosure, enters into the public domain through no breach of this Agreement by the Receiving Party or its Representative(s); (3) information lawfully furnished or disclosed to the Receiving Party by a non-party to this Agreement without any obligation of confidentiality and 5 through no breach of this Agreement by the Receiving Party or its Representatives); (4) information independently developed by the Receiving Party without use of any Confidential 7 Information of the Disclosing Party; or (5) information authorized in writing by the Disclosing 8 Party to be released from the confidentiality obligations herein. 9 3. By virtue of this Agreement, each Party hereto may disclose to the other 10| Party information that is Confidential Information. This Agreement does not diminish, revoke or 11 supersede any existing confidentiality, non-disclosure or similar agreement between the Parties 12 that does not pertain to the subject matter of this Agreement. However, any Confidential 13 Information, whether or not previously disclosed, that pertains to the subject matter of this 92805
765-5 14 Agreement shall be governed by the terms of this Section V, which shall supersede any such OFFICE OF THE CITY ATTORNEY CITY OF ANAHEIM 200 S. ANAHEIM BOULEVARD, SUITE 356 765- (714)
15 previous agreement with respect to such Confidential Information and any Confidential

ANAHEI FAX
16| Information relating to the subject matter of this Agreement that was exchanged under such 17 previous agreement it shall be treated as though it was exchanged under this Agreement as of the 18 date of such exchange.
19 4. The Receiving Party will treat all Confidential Information of the 20| Disclosing Party, no matter written, electronic, or oral, as confidential and proprietary, and the 21 Receiving Party shall only use such information in furtherance of this Agreement. As such, the 22 Receiving Party shall hold in confidence the Confidential Information of the Disclosing Party, 23 and ensure that such Confidential Information is not disclosed to any other person or entity, 24 except as expressly permitted by this Agreement or as authorized in writing by the Disclosing 25 Party. Receiving Party shall not disclose Confidential Information of the Disclosing Party 26 received under this Agreement to any person other than its Representatives who require 27| knowledge of such Confidential Information in furtherance of this Agreement. The Receiving 28 Party shall inform its Representatives of the confidential nature of the Confidential Information 33 1 of the Disclosing Party and advise such Representatives of the limitations on the use and 2 disclosure and prohibition on making copies or summaries of such Confidential Information. The 3 Receiving Party shall be responsible for any breach of this Agreement by its Representatives. 4 Neither Party shall use the Confidential Information of the other Party for any commercial 5 purpose.
6 If the Receiving Party becomes legally compelled (by oral questions, 7 interrogatories, request for information or documents, subpoena, civil investigative demand, or 8 similar process) to disclose any Confidential Information of the Disclosing Party or is asked for 9 Confidential Information pursuant to the California Public Records Act or similar law, the 10 Receiving Party will provide the Disclosing Party with written notice of such an occurrence (if 11 so permitted) as soon as possible. Thereafter, at its sole costs and expense, the Disclosing Party may seek a protective order or other appropriate remedy, or waive compliance with the 13 provisions of this Agreement. So long as it is consistent with applicable law, the Receiving Party 14 will not oppose action by, and the Receiving Party will cooperate with, the Disclosing Party, at OFFICE OF THE CITY ATTORNEY CITY OF ANAHEIM 200 S. ANAHEIM BOULEVARD, SUITE 356 ANAHEIM, CA 92805 (714) 765-5169 FAX (714) 765-5123 15 the Disclosing Party's sole cost and expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. If the Disclosing Party fails to obtain such protective order or other remedy, or if the Disclosing Party waives compliance with the requirements of the preceding sentence, the Receiving Party 19 will disclose only Confidential Information that it is legally required to disclose, and will 20 exercise commercially reasonable efforts, at Disclosing Party's expense, to obtain reliable 21 assurance that confidential treatment will be accorded the Confidential Information so disclosed. 22 In the event the Receiving Party discloses, disseminates or releases any 23 Confidential Information, except as expressly permitted by this Agreement, such disclosure, 24 dissemination or release will be deemed a material breach of this Agreement and the Disclosing 25 Party may demand prompt return of all Confidential Information previously provided to the 26 Receiving Party. As soon as the Receiving Party becomes aware that it has made an 27 unauthorized disclosure of Confidential Information, the Receiving Party shall take any and all 28 necessary actions to recover the improperly disclosed Confidential Information and immediately 34 1 notify Disclosing Party regarding the nature of the unauthorized disclosure and the corrective 2 measures being taken. Each Party agrees that any breach of their confidentiality obligations could cause irreparable harm to the other Party, the amount of which would be extremely 4 difficult to estimate. Accordingly, it is understood and agreed that monetary damages would not 5 be a sufficient remedy for any material breach of this Agreement and that specific performance and injunctive relief in addition to monetary damages shall be appropriate remedies for any breach or any threat of such breach. The provisions of this Paragraph are in addition to any other 8 legal rights or remedies the Disclosing Party may have.

7. Within two (2) weeks of the termination of this Agreement, 10 CONTRACTOR will return to ANAHEIM or destroy, to the extent permitted by law, any and all Confidential Information, including all originals, copies, translations, transcriptions or any other 12 form of material, without retaining any copy or duplicate thereof; provided that CONTRACTOR 13 may retain Confidential Information contained on backup media created in the ordinary course of 14 business provided further that there is no effort to access such Confidential Information and OFFICE OF THE CITY ATTORNEY CITY OF ANAHEIM 200 S. ANAHEIM BOULEVARD, SUITE 356 ANAHEIM, CA 92805 (714) 765-5169 FAX (714) 765-5123 15 CONTRACTOR's confidential obligations with respect to such information shall continue so 16 long as such information is retained. CONTRACTOR shall certify in writing the destruction of 17 the Confidential Information. ANAHEIM may perform an audit of CONTRACTOR's records to 18 confirm the return or destruction of the Confidential Information. ANAHEIM shall have this 19 audit right for three (3) years after the termination of this Agreement. 20 8. Notwithstanding the termination of this Agreement, this Confidentiality 21 Section shall survive the expiration or earlier termination of this Agreement. 22 23 PART IV - GENERAL PROVISIONS
24 A. Notification.
25 1. Any notice may be served upon ANAHEIM by personal delivery in 26 writing, or by facsimile, confirmed by mail, or by telegram, or by depositing it in a United States 27 mail deposit box with the postage thereon, fully prepaid and addressed to ANAHEIM at the 28 address hereinafter set forth; and in the case of CONTRACTOR, may be served upon 35 CONTRACTOR by personal delivery in writing, or by facsimile, or by telegram, or by depositing it in a United States mail deposit box with the postage thereon fully prepaid, and 3 addressed to CONTRACTOR at the address hereinafter set forth:
4 ANAHEIM: City of Anaheim
5 Attention: City Clerk
6 200 S. Anaheim Boulevard, Suite 217
Anaheim, CA 92805
Telephone: (714) 765-5166
Facsimile: (714) 765-4105
8 WITH COPIES TO: City of Anaheim
Attention: Public Utilities General Manager
201 South Anaheim Boulevard, Suite 1101
Anaheim, CA 92805
=
Telephone: (714) 765-4157
12 Facsimile: (714) 765-4138
AND
13 City of Anaheim
Attention: Director of Public Works
14 200 South Anaheim Boulevard, Suite 276
OFFICE OF THE CITY ATTORNEY CITY OF ANAHEIM 2005. AN ANAHE CA 230, SUITE 356 ГАТ7149 7856923 15 Anaheim, CA 92805
Telephone: (714) 765-5700
16 Facsimile: (714) 765-5225
17 CONTRACTOR: Big Ben, Inc.
4790 Irvine Blvd. #105-404
18 Irvine, California 92620
Attention: Sep Sharifi
19 Telephone: (949) 400-1800
Facsimile: (949) 333-3672
201®
21 2. Upon written notice to each Party concerned, served by means 22 | provided in the above paragraph, either Party may change the above addresses. The General 23| Manager is authorized to give the notices required herein to be given on behalf of ANAHEIM. 24 B. Independent Contractor.
25 1. The performance of CONTRACTOR's Work hereunder shall be in the capacity 26 of an independent contractor and not as an officer, agent, or employee of ANAHEIM. In 27 consideration for the compensation paid to CONTRACTOR by ANAHEIM, CONTRACTOR 28 agrees that ANAHEIM shall not be liable or responsible for any benefits, including, but not 36 1 limited to, worker's compensation, disability, retirement, life, unemployment, health or any other benefits and CONTRACTOR agrees that it shall not sue or file a claim, petition or application therefor against ANAHEIM or any of its officers, employees, agents, representatives, or sureties. 4 2. CONTRACTOR shall at all times be responsible for the acts and omissions of 5 subcontractors and individuals directly or indirectly employed by it. CONTRACTOR is 6 responsible for performance of all the Work, whether performed by CONTRACTOR or its 7 subcontractors. The Work Order Package and/or Request shall not give rise to any contractual 8 relationship between ANAHEIM and a subcontractor. ANAHEIM shall not undertake any 9 obligation to pay or to be responsible for the payment of any sums to any subcontractor. 10 C. Successors and Assigns. All of the terms, conditions and provisions 11 hereof shall inure to the benefit of and be binding upon the Parties hereto and their respective 12 successors and assigns, provided, however, that no assignment of this Master Agreement shall be 13 made without the prior written consent of the Parties to this Master Agreement, which consent CA 92805 5123
14 shall not be unreasonably withheld.

OFFICE OF THE CITY ATTORNEY CITY OF ANAHEIM 200 S. ANAHEIM BOULEVARD, SUITE 356 (714) 765-5169 FAX (714) 765- ANAHEIM, 15 Laws Governing Construction of Terms. This Master Agreement shall 16 be governed by the laws of the State of California. Any legal action concerning or arising out of 17 this Master Agreement shall be filed in a court of the State of California having jurisdiction of 18 the subject matter, and venue shall be in the County of Orange, State of California. 19 E. Service of Process. CONTRACTOR hereby designates the City Clerk 20 of the City of Anaheim as its local agent for service of process in any legal action or proceeding 21 that may arise out of or in connection with this Master Agreement. ANAHEIM shall transmit to 22 CONTRACTOR a copy of any legal process served on the Anaheim City Clerk on the same date 23 as service is made, in the manner set forth above.
24 F. Complete Agreement. This Master Agreement constitutes the 25 complete and entire agreement between the Parties and supersedes any previous 26 communications, representations or agreements, whether oral or written, with respect to the 27 subject matter hereof. There are no additions to, or deletions from, or changes in any of the 28 provisions hereof, and no understandings, representations or agreements concerning any of the 37 1 same, which are not expressed herein, unless stated below. No modification or revision shall be 2 of any force or effect, unless the same is in writing and executed by the Parties hereto. THE 3 PARTIES HEREBY AGREE THAT NO TRADE USAGE, PRIOR COURSE OF DEALING 4 OR COURSE OF PERFORMANCE UNDER THIS MASTER AGREEMENT SHALL BE A 5 PART OF THIS MASTER AGREEMENT OR SHALL BE USED IN THE 6 INTERPRETATION OR CONSTRUCTION OF THIS MASTER AGREEMENT. ANAHEIM 7 has provided the following Appendices to CONTRACTOR, which are incorporated herein by 8 this reference:

Appendix A - Estoppel Certificate
10 Appendix B - Sample Faithful Performance Bond
Appendix C- Sample Labor and Material Bond
12 Appendix D - Equipment Specifications
13 Appendix E- Instrumentation and Electrical Specifications BOULEVARD, SUITE 356 92805
CITY OF ANAHEIM 14 Appendix F - Civil Work Specifications HE (714) 15 Appendix G - Mechanical Specifications
16 CONTRACTOR acknowledges receipt of these Appendices. In addition to the

17. Appendices, the following contract documents are incorporated into this Master Agreement by 18 reference as if fully set forth herein: the Non-collusion Affidavit, Equal Employment 19 Opportunity Certificates of Compliance, Special Provisions, Water System Standard 20 Specifications, the Standard Specifications Supplement, the Standard Specifications, the Proposal, and the General Scope of Work (Exhibit A hereto). ANAHEIM has provided the 22 foregoing documents to CONTRACTOR, and CONTRACTOR acknowledges receipt of these 23 incorporated documents. If any provision of this Master Agreement shall be held invalid, the 24 invalidity shall not affect the other provisions hereof, and to this extent, the provisions of this 25 Master Agreement are intended to be and shall be deemed severable. 26 G. Counterparts. This Master Agreement may be executed in any 27 number of counterparts, each of which shall be deemed an original, but all of which shall 28 constitute one and the same instrument.
38 1 H. Headings. The headings herein set out are for convenience of 2 reference only and shall not be deemed a part of this Master Agreement. 3 I. Time of Essence. Time is expressly agreed to be of the essence of this 4 Master Agreement, a Work Order Package and/or Request, and each, every and all of the terms, 5 conditions and provisions herein.
6 J. Effective Date and Authority. The effective date of this Master 7 Agreement shall be the date of ANAHEIM's execution herein. In the event CONTRACTOR 8 fails to set forth a date of execution opposite the name(s) of CONTRACTOR's signators), 9 CONTRACTOR hereby authorizes ANAHEIM, by and through its representative, to insert the 10| date of execution by CONTRACTOR's signators) as the date this Master Agreement, as 11 executed by CONTRACTOR, is received by ANAHEIM.
12 CONTRACTOR and CONTRACTOR's signators represent that the signators CITY ATTORNEY SUITE 13 hold the positions set forth below their signatures and that the signators are authorized to execute ANAHEIM 14 this Master Agreement on behalf of CONTRACTOR and to bind CONTRACTOR hereto. 15 CE 16
OFFI 17 ISIGNATURES ON FOLLOWING PAGE]
18 20
21 22
23 24
25 26
27 28

EXHIBIT A

GENERAL SCOPE OF WORK
[ATTACHED BEHIND THIS PAGE]
OFFICE OF THE CITY ATTORNEY CITY OF ANAHEIM 2005. ALMENG AD SUITE 358 FAX (714) 765-5123

EXHIBIT A

GENERAL SCOPE OF WORK
PART A: CONSTRUCTION, MAINTENANCE SERVICES
The City of Anaheim ("ANAHEIM") requires the services of CONTRACTOR, on an as- needed basis, for the construction, maintenance, repair, abandonment, relocation and immediate response services ("WORK") in connection with its water production, transmission, and distribution systems ("Water System"). Except for Immediate Response Services, which are defined and addressed below in Part B, typical WORK will include, but not be limited to, the following:

Work Order Categories
a. WORK ORDER CATEGORY NO. 1 (Water System Components) WORK will consist of, abandoning, repairing, relocating, extending, replacing, and installing water infrastructure system components, including, but not limited to vaults, valves, meter vaults, meter vault lids, conduits, substructures, welding, inspecting and evaluating damages and restoring service to water distribution, production, and/or communication facilities, and other water facilities as needed.

WORK may further consist of earthwork, excavation, trenching, backfilling, landscaping, and slope maintenance as needed.
b. WORK ORDER CATEGORY NO. 2 (Transmission & Distribution Pipelines) WORK will consist of, abandoning, repairing, relocating, extending, replacing, and installing water infrastructure system components, including, but not limited, water mains at any depth and associated appurtenances including, but not limited to, fire hydrants, large services (3" and above), small services (below 3"), linestops, valves, conduits, substructures, welding, inspecting and evaluating damages and restoring service to water distribution, production, and/or communication facilities, and other water facilities as needed. WORK may further consist of earthwork, excavation, trenching, backfilling, landscaping, and slope maintenance as needed. 42 Exhibit A - Water MCA 2022-27
WORK ORDER CATEGORY NO. 3 (Motors & Pumps) -
WORK will consist of, but not be limited to pulling, inspecting, testing, dismantling, rewinding, cleaning, repairing, overhauling, replacing parts, balancing, reassembling, resistance testing, performing running tests, painting, replacing, and installing (i) horizontal and vertical induction motors for municipal Water System pumps, (ii) split-case horizontal, end-suction, axial and mixed flow, and vertical turbine centrifugal pumps, and (iii) diesel engine pumps for ANAHEIM water supply booster stations, deep wells, and treatment plants.
• All WORK shall be done in accordance with Model Repair Specifications for Low Voltage Induction Motors, latest edition, including all supplements, as written and promulgated by the U.S. Department of Energy's Office of Industrial Technologies (OIT). Copies of the Model Repair Specifications for Low Voltage Induction Motors specifications may be obtained from Office of Industrial Technologies Energy Efficiency and Renewable Energy, U.S.

Department of Energy, Washington, D.C. 20585, telephone (800) 862-2086.

WORK ORDER CATEGORY NO. 4 (Electrical & Instrumentation) - • WORK will consist of, but not be limited to, repairing, replacing, and installing medium and low voltage electrical conduits, cables and conductors, motor control center components, electrical panel lineups, plant wiring, Supervisory Control and Data Acquisition (SCADA) system components, instrumentation, communication system components, security cameras, door/gate access controls, and main control panels for ANAHEIM Water System.

WORK will include, but not be limited to, trenching for conduits; constructing concrete pads for meter pedestals, junction boxes, cabinets, and panels; wiring terminations; primary and secondary conductor installations; replacing and installing conduits; pulling wires; meter and panel installations; pump motor starter installations and pump wiring hook ups; circuit breaker repairs, replacements, and installations; transformer repairs, replacements, and 43 Exhibit A - Water MCA 2022-27
installations; troubleshooting and repairing failed and tripped circuits; bringing power to remote valves, pumps, water pressure regulating stations, wells, water storage tanks, water reservoirs, water pump stations, and other water facilities; electrical panel lineups repairs, replacements, and installations; troubleshooting and testing damaged system components; repairing and replacing communication and power conduit and wiring; repairing, replacing, and calibrating instrumentation equipment such as, pressure transmitters, flow transmitters, vibration transmitters, level transmitters, alarm switches, solenoid valves, limit switches, pilot systems, analyzers, valve actuators, and etc.; replacing control panels; installing variable frequency drives and solid state reduced voltage (soft) starters and associated components; installing and mounting equipment hardware in new and existing systems and panels such as, programmable logic controllers (PLCs), human-machine interfaces (HMIs), radios and antennas, uninterrupted power supplies (UPSs), servers and desktop personal computers (PCs), networking equipment and switches, alarm devices, sensors, closed circuit television and surveillance cameras, and meters; and performing final wire and communication terminations, testing and start-up of systems; and other related work.
e. WORK ORDER CATEGORY NO. 5 (Welding) -
• WORK will consist of, but not be limited to, the welding for repair of water transmission mains, distribution mains, vault hatches/covers and other Water System components as needed.

Conditions Common to All Work Order Categories
a. WORK will also include, but not be limited to, setting up traffic control, excavating within the limits specified on the plans or as directed by the Engineer, potholing existing underground water facilities, utilities, conduits and/or substructures, coordinating the surveying of the construction staking, and backfilling, compacting, and replacing pavement or concrete within the limits specified. 44 Exhibit A - Water MCA 2022-27
b. CONTRACTOR shall provide traffic control per the current Manual on Uniform Traffic Control Devices, subject to modifications by ANAHEIM's Public Works Construction Services Division and Traffic & Transportation Services as needed to accommodate field conditions. CONTRACTOR shall submit a traffic control plan at least fourteen (14) days prior to the start of construction to ensure approval by Construction Services Division and Traffic & Transportation Services.

CONTRACTOR shall set up required traffic control, and access shall comply with Section 7-10 of the latest edition of the "Standard Specifications for Public Works Construction" at the time of the Work Order Package, and any supplements (collectively, "Standard Specifications").
c. CONTRACTOR shall provide shoring or bracing per Subsection 306-1.1.6 of the Standard Specifications and shall meet all Cal OSHA requirements. Trench excavations shall be closed by backfill or steel traffic plating at the close of the WORK period during the construction stage, depending upon the location of the trench, traffic conditions, and the total non-working hours the trench would be left open. If a trench must remain open, steel plates of adequate thickness to support traffic may be placed over the excavations. All other open excavations shall be protected from pedestrian and vehicular traffic and all public access by fencing or other effective means in a manner approved by the Engineer. CONTRACTOR shall provide temporary chain link fencing at least 6 feet (1.8 meters) high along all open excavations not attended by its personnel.
d. CONTRACTOR shall notify Underground Service Alert at least 48 hours in advance of potholing and make arrangements for the existing utilities to be marked by the affected utility companies.
e. CONTRACTOR shall provide all labor (except survey services), materials, tools, equipment and permits required to complete the WORK as per the Work Order Package or Immediate Response Services Request ("REQUEST").

Exhibit A - Water MCA 2022-27
f. CONTRACTOR is responsible for protecting in place all existing substructures and utilities (e.g., electrical, telephone ducts and cables, water, sewer, storm drain, gas, oil, fiber optic ducts and cable, irrigation lines, laterals, and manholes).

CONTRACTOR shall, at its own expense, repair, replace or restore to the satisfaction of the Engineer, all property of any type or nature which has been moved, damaged or altered in any way by its operations. g. Upon completion of the excavation, trenching, backfilling and compaction operation the CONTRACTOR shall restore to their original condition all pavements, sidewalks, curbs, gutters to the nearest joint, landscaping, fencing, irrigation, striping, traffic loops, pavement legends, raised pavement markers and roadway signs within the limits of the WORK.
h. CONTRACTOR shall maintain safe construction work areas in accordance with local, State and Federal laws, orders and regulations.
i. CONTRACTOR shall pay for all testing, except soil density and concrete cylinders, required as part of the WORK, and also arrange for and perform all testing in the presence of the "Water Utilities Inspector" designated by ANAHEIM. j. CONTRACTOR shall coordinate with the Water Utilities Inspector to arrange for Water System shut downs, tie-ins, and activations.
k. The CONTRACTOR agrees that it is solely and completely responsible for job site conditions during the course of construction of the Project, including safety of all persons and property, that this requirement shall apply continuously, and that the CONTRACTOR shall defend, indemnify and hold harmless ANAHEIM and its officials, agents, employees and representatives from any and all liability, claims and damages, real and alleged, in connection with the performance of WORK, 46 Exhibit A - Water MCA 2022-27
excepting any liability arising from the sole negligence or willful misconduct of ANAHEIM.

1. Materials shall be furnished by ANAHEIM and/or CONTRACTOR for completion of WORK as specified in Work Order Packages prepared by the Water Engineering Division. All WORK shall be planned, executed, and completed in accordance with the Work Order Package; Work Order Drawings; ANAHEIM's Water Services Standard Specifications and applicable Special Provisions; latest edition of the Standard Specifications adopted by ANAHEIM at the time the Work Order Package is issued; the Standard Specifications Supplement and the Appendices included in Volume II of the Master Construction Agreement Proposal Package. m. CONTRACTOR shall operate in and around active or energized equipment and shall therefore conduct itself in accordance with all applicable federal, state, and local laws, orders and regulations. CONTRACTOR shall follow ANAHEIM's Water Services Standard Specifications and applicable Special Provisions in the testing and activation of new and existing Water System components. Required System Outages shall be scheduled with and approved by ANAHEIM through the Water Utilities Inspector five (5) working days before the required date. The requirements for installing water facilities to complete the WORK shall be described in the individual Work Order Package and REQUEST.

PART B: IMMEDIATE RESPONSE SERVICES
ANAHEIM also requires the services of CONTRACTOR, on an as-needed basis, to provide expedited or emergency WORK in the form of "Immediate Response Services," which are defined by ANAHEIM to mean reporting to a job site with required resources within two (2) hours of telephone notification. Immediate Response Services WORK can be from any of the Work Order Categories described above and may include, but not be limited to, the following:
47 Exhibit A - Water MCA 2022-27
Inspect and evaluate damages and restore service to water distribution, production, and/or communication facilities.

2. Repair and/or replace water mains, valves, fire hydrants, services, meters, line stops, vaults, sampling stations, conduits, and substructures.

Weld water mains, vault hatches/covers, etc.

4. Clean up environmental/hazardous spills and by-products of combustion and/or disinfection.

5. Repair and/or replace water well, booster station, and treatment plant equipment, including but not limited to pumps, electric motors, diesel engine pumps, motor control center components, electrical panel lineups, wiring, control panel components, etc.

6. Repair and/or replace other ANAHEIM incidental utilities such as electric, sewer, storm drain, etc.

Repair and/or replace associated curb, gutter, sidewalk, roadway, drive approaches, etc.

Repair and/or replace communication, telecommunications, and SCADA facilities.

9. Earthwork, excavation, trenching, backfilling, landscaping, and slope maintenance as needed.

Materials shall be furnished by CONTRACTOR for completion of WORK. All WORK shall be planned, executed, and completed in accordance with the REQUEST; REQUEST DRAWINGS; ANAHEIM's Water Services Standard Specifications and applicable Special Provisions; latest edition of the Standard Specifications adopted by ANAHEIM at the time the REQUEST is issued; the Standard Specifications Supplement and the Appendices included in Volume II of the Master Construction Agreement Proposal Package.
48 Exhibit A - Water MCA 2022-27
1 IN WITNESS WHEREOF, the Parties hereto have caused this Master Agreement to be 2 executed on the dates hereinafter respectively set forth. 3 4 CITY OF ANAHEIMA
a municipal corporation
5 6 DATE: 9/14/2022 By:

Dukku Lee,
7 Public Utilities General Mana
8 ATTEST
10 DATE: 9/19/2022
By: UNDED
Theresa Bass, City Clerk 1857
11 12
13 BIG BEN, INC.,
ANAHEIM BOULEVARD, SUITE 356 a California corporation
OFFICE OF THE CITY ATTORNEY CITY OF ANAHEIM ANAHEIM, CA 92805 15 DATE: 06/20/2022 FAX (7' By:

Sep Sharif
President
17 "CONTRACTOR"
18 APPROVED AS TO FORM:
19 ROBERT FABELA, CITY ATTORNEY
20 21 By:_
Daniel J. Payne
22 Deputy City Attorney
23 24 CAO#146009
25 26
27 28
40 :

Executed in Triplicate
Bond Number: 4457962

FAITHFUL PERFORMANCE BOND
KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, the City of Anaheim, a municipal corporation of the State of California in the County of Orange, has entered into with Big Ben, Inc., a California corporation, License No. 774444 (hereinafter called "Principal") the 2022 Five-Year Anaheim Public Utilities "CITY OF ANAHEIM MASTER CONSTRUCTION AGREEMENT - WATER" approved by the Anaheim City Council on or around July 2022, which said contract is hereby referred to and made a part hereof; and WHEREAS, said Principal is required under the terms of said contract to furnish a bond for the faithful performance of said contract.

NOW, THEREFORE, we, Big Ben, Inc., a California corporation, as Principal, and Markel Insurance Company as Surety, are held and firmly bound unto the City of Anaheim, a municipal corporation (hereinafter called "City"), in the penal sum of ONE HUNDRED FIFTY THOUSAND DOLLARS ($150,000.00), lawful money of the United States of America, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, successors, executors, and administrators, jointly and severally, firmly by these presents.

The condition of this obligation is such that, if the above bounded Principal, his, her or its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by and well and truly keep and perform all the undertakings, terms, covenants, conditions and provisions in the said contract and any alteration thereof made as therein provided, on his, her or their part, to be kept and performed at the time and in the manner therein specified, and in all respects according to their true intent and meaning, and shall indemnify and save harmless City, its officers, agents and employees, as therein stipulated, then this obligation shall become null and void; otherwise, it shall be and remain in full force and effect.

As a part of the obligation secured hereby and in addition to the face amount specified therefor, there shall be included costs and reasonable expenses and fees, including reasonable attorneys' fees, incurred by City in successfully enforcing such obligation, all to be taxed as costs and included in any judgment rendered.

The said Surety hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the contract, or to the work to be performed hereunder or to the specifications accompanying the same shall in any way affect its obligation on this bond, and it does hereby waive notice of any such change, extension of time, alterations or additions to the terms of the contract or to the work or to the specifications.
1 • •
IN WITNESS WHEREOF, two (2) identical counterparts of this instrument, each of which shall for all purposes be deemed an original thereof, have been duly executed by the Principal and Surety, the name and corporate seal of each corporate party being hereto affixed and these presents duly signed by its undersigned representative pursuant to authority of its governing body.

PRINCIPAL
Big Ben, Inc.,
a California corporation,
By:

Sepehr Sharifi
Dated: 08/13/2022
By:

Dated: July 11, 2022
SURETY
Atornia j: Young
Dard: 1/1/2022
CORPORATE ADDRESS OF SURETY: APPROVED AS TO FORM:

Markel Insurance Company ROBERT FABELA
4521 Highwood Pkwy
Glen Allen, VA 23060 Daniel J. Payne
Deputy City Attorney
Dated: 10/4/21
Please Note: Except for City Attorney signature, all signatures must be notarized. 2 ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the individual who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or
[validity of that document.

State of California
County of Orange
on August 18,2022 before me, Jeongmin Suh, Notary Public, (insert name and title of the officer)
personally appeared Sepehr A. Sharif
who proved to me on the basis of'satisfactory evidence to be the person(8) whose names) Sare subscribed to the within instrument and acknowledged to me thathelshe/they executed the same in his/her/their authorized capacityfies), and that by his/her/their signature 8) on the instrument the pérson(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing _paragraph is true and correct.

WITNESS my hand and official seal. JEONGMIN SUH
Comm. # 2359046
My Con -15 2025 7
Signature. Jamps the (Seal)
• CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California
ss.

County of San Bernardino
On before me,. Rebecca Elizabeth Adcock, Notary Public
JUL 1 1 2022 Name and Title of Officer (e.g., "Jane Doe, Notary Public") personally appeared Cynthia J. Young
Name(s) of Signers)
who proved to me on the basis of satisfactory evidence
to be the person whose name is subscribed to the
within instrument and acknowledged to me that she
executed the same in her authorized capacity,
and that by her signature on the instrument the
person, or the entity upon behalf of which the person
Rebecca Elizabeth Adcock 2327252 acted, executed the instrument.

COMM #
My Comm Expires: 05/03/24 SAN BERNARDINO COUNTY I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

Signature of Notary Public
= OPTIONAL
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Description of Attached Document
Title or Type of Document:

Document Date: Number of Pages:

Signer(s) Other Than Named Above:

Capacity(ies) Claimed by Signer(s)
Signer's Name:

Individual Top of thumb here
Corporate Officer
Title
Partner -- • Limited • General
Attorney-in-Fact
Trustee
• Guardian or Conservator
Other:

Signer is Representing:

STATE OF CALIFORNIA
DEPARTMENT OF INSURANCE Nº 07500

SAN FRANCISCO
Amended
Certificate of Authority
THIS IS TO CERTIFY THAT, Pursuant to the Insurance Code of the State of California, Markel Insurance Company
of Deerfield, Illinois :, organized under the
laws of Illinois , subject to its Articles of Incorporation or other fundamental organizational documents, is hereby authorized to transact within the State, subjectto all provisions of this Certificate, the following classes of insurance: Fire, Marine, Surety, Disability, Plate Glass, Liability, Workers' Compensation, Common Carrier Ilability, Boiler and Machinery, Burglary, Credit, Sprinkler, Team and Vehicle, Automobile; and Miscellaneous , as such classes are now or may hereafter be defined in the Insurance Laws of the State of California.

THIS CERTIFICATE is expressly conditioned upon the holder hercof now and hereafter being in full compliance wish all, and not in violation of any, of the applicable laws and lawful requirements made under authority of the laws of the State of California as long as such laws or requirements are in effect and applicable, and as such laws and requirements now are, or may hereafter be changed or amended. 16th
IN WITNESS WHEREOF, effective as of the
day of _January 2002 ., I have hereunto
set my hand and caused my official seal to be affixed this 16th day of: January 2002
Murante commistones
By
less sage
NOTICE:

Qualification with the Secretary of State must be accomplished as required by-the California Corporations Code promptly after issuance of this Certificate of Authority. Failure to do so will be a violation of Insurance Code Section 701 and will be grounds for revoking this Certificate of Authority pursuant to the convenants made in the application therefor and the conditions contained herein.

FORM CB-3 GRE OSP 00 39391
POAH_510028

JOINT LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That Suretec Insurance Company, a Corporation duly organized and existing under the laws of the State of Texas and having its principal office in the County of Harris, Texas and Markel Insurance Company (the "Company"), a corporation duly organized and existing under the laws of the state of illinois, and having its principal administrative office in Glen Allen, Virginia, does by these presents make, constitute and appoint:

Jay P. Freeman, Cynthia J. Young, Laurie B. Druck, Christina Mountz, Melissa D. Schwartz Their true and lawful agents) and attorneys)-In-fact, each in their separate capacity if more than ane is named above, to make, execute, seal and deliver for and on eir own behalf, individually as a surety or jointly, as co-sureties, and as their act and deed any and all bonds and other undertaking in suretyship provided, howev at the penal sum of any one such instrument executed hereunder shall not exceed the sum Fifty Million and 00/100 Dollars ($50,000,000 00)
This Power of Attorney is granted and is signed and sealed under and by the authority of the following Resolutions adopted by the Board of Directors of Suretec Insurance Company and Markel Insurance Company:
"RESOLVED, That the President, Senior Vice President, Vice President, Assistant Vice President, Secretary. Treasurer and each of them hereby is authorized to execute IN WITNESS WHEREOF, Markel Insurance Company and Sure Tec Insurance Company have caused their official seal to be hereunto affixed and these presents to be signed by their duly authorized officers on the on day of Auguet • 2020 .

SureTec Insurance Company Markel Insuragce Company
or Medal as dollern
By:

Michael C. Keimig, Presiden Robin Russo, Senior Vice President eases fing
Commonwealth of Virginia
County of Henrico SS:

On this ot day of Augur, 2020 A. D., before me, & Notary Public of the Commonwealth of Virginia, In and for the County of Henrico, duly commissioned and duly affixed and subscribed to the said Instrument by the authority and direction of the said companies, and that Resolutions adopted by the Board of Directors ol said Companies referred to in the preceding instrument is now in force.

COMMISS ON
NUMBER
Donna Donavant, Notary Public
7083968 My commission expires 1/31/2023
IN WITNESS WHEREOF, we have hereunto set our hands, and affixed the Seals of said Companies, on the 11th dayor_ July. 2022

SURANCE
Markel Insurance Company

MONA SEAL
By:/
. Brent Beaty, Assistant Se Richard R. Grinnan, Vice President and Secretary *
ny Instrument Issued in excess of the penalty stated above is totally void and without any vakdity. 51002 or verification of the authority of this Power you may call (713)812-0800 on any business day between 8:30 AM and 500 PM CS •
Executed in Triplicate
Bond Number: 4457962
Premium included in charge
for Performance Bond

LABOR AND MATERIAL BOND
KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, the City of Anaheim, a municipal corporation of the State of California in the County of Orange, has entered into with Big Ben, Inc., a California corporation, License No. 774444 (hereinafter called "Principal") the 2022 Five-Year Anaheim Public Utilities "CITY OF ANAHEIM MASTER CONSTRUCTION AGREEMENT - WATER" approved by the Anaheim City Council on or around July 2022, which said contract is hereby referred to and made a part hereof; and WHEREAS, under the terms of said agreement, Principal is required before entering upon the performance of the work, to file a good and sufficient payment bond with the City of Anaheim to secure the claims to which reference is made in Part 6 of Division 4 of the Civil Code of the State of California (commencing with Section 8000).

NOW, THEREFORE, said Principal and the undersigned as corporate Surety are held firmly bound unto the City of Anaheim and all contractors, subcontractors, laborers, material men and other persons employed in the performance of the aforesaid agreement and referred to in Part 6 of Division 4 of the Civil Code of the State of California (commencing with Section 8000) in the sum of One Hundred Fifty Thousand Dollars ($150,000.00), for materials furnished or labor thereon of any kind, or for amounts due under the Unemployment Insurance Act with respect to such work or labor, that said Surety will pay the same in an amount not exceeding the amount hereinabove set forth, and also in case suit is brought upon this bond, will pay, in addition to the face amount thereof, costs and reasonable expenses and fees, including reasonable attorney's fees, incurred by City in successfully enforcing such obligation, to be awarded and fixed by the court, and to be taxed as costs and to be included in the judgment therein rendered.

It is hereby expressly stipulated and agreed that this bond shall inure to the benefit of any and all persons, companies and corporations entitled to file claims under Part 6 of Division 4 of the Civil Code of the State of California (commencing with Section 8000), so as to give a right of action to them or their assigns in any suit brought upon this bond.

Should the condition of this bond be fully performed, then this obligation shall become null and void, otherwise it shall be and remain in full force and effect.

The Surety hereby stipulates and agrees that no change, extension of time, alteration or addition to he terms of said agreement or the specifications accompanying the same shall in any manner affect it bligations on this bond, and it does hereby waive notice of any such change, extension, alteration o addition.
1 IN WITNESS WHEREOF, three (3) identical counterparts of this instrument, each of which shall for all purposes be deemed an original thereof, have been duly executed by the Principal and Surety, the name and corporate seal of each corporate party being hereto affixed and these presents duly signed by its undersigned representative pursuant to authority of its governing body.

PRINCIPAL
Big Ben, Inc.,
Sepchr Shariti
Dated: 03/13/2032
By: _
Dated: July 11, 2022
SURETY
By:_
Dated:_ 7/11/2022
CORPORATE ADDRESS OF SURETY: APPROVED AS TO FORM:

Markel Insurance Company -

ROBERT FABELA

ANAHEIM CITY ATTORNEY
4521 Highwood Pkwy.

By: Sands
Daniel J. Payne
Glen Allen, VA 23060 Deputy City Attorney
Dated:_ 10/6/22
Please Note: Except for City Attorney signature, all signatures must be notarized. 146084
2 :

ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the individual who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or
validity of that document.

County of
On Jeongmin Suh, Notary Public,
August 18. 2022 before me, (insert name and title of the officer) personally appeared Sharifi
who proved to me on the basis of satisfactory evidence to be the person(8) whose namelsyislare subscribed to the within instrument and acknowledged to me that helshe/they executed the same in Chis/her/their authorized capacity(ies), and that bychis/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing _paragraph is true and correct.

WITNESS my hand and official seal.

JEONGMIN SUH <
COMM. #.2359046

NOTARY PUBLIC-CALIFORNIA O

ORANGE COUNTY
My Com. Exp. May 26, 2025 T
sono fessi sul (Seal)
. CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California
Ss.

County of San Bernardino
On JUL 1 1 2022 before me, Rebecca Elizabeth Adcock, Notary Public Name and Title of Officer (e.g, "Jane Doe, Notary Public") personally appeared Cynthia J. Young
Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence
to be the person whose name is subscribed to the
within instrument and acknowledged to me that she
executed the same in her authorized capacity,
and that by her signature on the instrument the
person, or the entity upon behalf of which the person
Rebecca Elizabeth Adcock 2327252 acted, executed the instrument. 1) NOTARY PUBLIC • CALIFORNIA COMM #
SAN BERNARDINO COUNTY I certify under PENALTY OF PERJURY under the laws of My Corm Expires: 05/03/24 the State of California that the foregoing paragraph is true and correct.

TESS my hancrapd official seal.

Pelleur Werale (eele
= OPTIONAL
Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document.

Description of Attached Document
Title or Type of Document:

Document Date: Number of Pages:

Signer(s) Other Than Named Above:

Capacity(ies) Claimed by Signer(s)

STATOIT
Signer's Name: T THUMBPRIN

F SIGNE
Individual Top of thumb here
Corporate Officer
Title
Partner -- • Limited • General
Attorney-in-Fact
Trustee
• Guardian or Conservator
Other:

Signer is Representing:

STATE OF CALIFORNIA
DEPARTMENT OF INSURANCE Nº 07500

SAN FRANCISCO
Amended
Certificate of Authority
: THIS IS TO CERTIFY THAT, Pursuant to the Insurance Code of the State of California, Markel Insurance Company
of Deerfield, Illinois :, organized under the
laws of Illinois , subject to its Articles of Incorporation or other fundamental organizational documents, is hereby authorized to transact within the State, subject to all provisions of this Certificate, the following classes of insurance: Fire, Marine, Surety, Disability, Plate Glass, Liability, Workers'. Compensation, Common Carrier Liability, Boiler and Machinery, Burglary, Credit, Sprinkler, Team and Vehicle, Automobile; and Miscellaneous , as such classes are now or may hereafter be defined in the Insurance Laws of the State of California.

THIS CERTIFICATE is expressly conditioned upon the holder hereof now and hereafter being in full compliance with all, and not in violation of any, of the applicable laws and lawful requirements made under authority of the laws of the State of California as long as such laws or requirements are in effect and applicable, and as such laws and requirements now are, or may hereafter be changed or amended. 16th
IN WITNESS WHEREOF, effective as of the -
day of January. 2002 -, I have hereunto
set my hand and caused my official seal to be affixed this 16th _day of: January 2002
Harante Commisioner.

By
ctoi
NOTICE:

Qualification with the Secretary of State must be accomplished as required by the California Corporations Code promptis fter issuance of this Certificate of Authority. Failure to do so will be a violation of Insurance Code Section 701 and will be grounds for revoking this Certificate of Authority pursuant to the convenants made in the application therefor and the conditions contained herein.

FORM CB-S GEN OSP 00 39391
POA#_ 510028

JOINT LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That Suretec insurance Company, & Corporation duty organized and existing under the faws of the State of Texas and having its rincipal office in the County of Harris, Texas and Markel Insurance Company (the "Company"), a corporation duly organized and existing under the laws of the state f illinois, and having its principal administrative office in Glen Allen, Virginia, does by these presents make, constitute and appoint Jay P. Freeman, Cynthia J. Young, Laurie B. Druck, Christina Mountz, Melissa D. Schwartz Fifty Million and 00/100 Dollars ($50,000,000 00)
This Power of Attorney is granted and is signed and sealed under and by the authority of the following Resolutions adopted by the Board of Directors of Suretec nsurance Company and Market Insurance Company
"RESOLVED, That the President, Senior Vice President, Vice President, Assistant Vice President, Secretary, Treasurer and each of them hereby is authorized to execute powers of attorney, and such authority can be executed by use of facsimile signature, which may be attested or acknowledged by any officer or attorney, of the company, qualifying the attorney or attorneys named in the given power of attorney, to execute in behalf of, and acknowledge as the act and deed of the SureTec Insurance Company and Markel Insurance Company, as the case may be, all bond undertakings and contracts of suretyship, and to affix the corporate seal thereto." IN WITNESS WHEREOF, Markel Insurance Company and SureTec Insurance Company have caused their official seal to be hereunto affixed and these presents to be signed by their duly authorized officers on these day of August • 2020.

SureTec Insurance Company Markel Insuragce Company

SURANCE
ex. Mudo ce SEAL hillins
By:.

Michael C. Keimig. Presiden! "Андра. Rabin Russo, Senior Vice President Commonwealth of Virginia
County of Henrico SS:

On this 6a day of August. 2020 A. D., before me, a Notary Public of the Commonwealth of Virginia, in and for the County of Henrico, duly commissioned and qualified, came THE ABOVE OFFICERS OF THE COMPANIES, to me personally known to be the individua's and officers described in, who executed the preceding Instrument, and they acknowiedged the execution of same, and being by me duly sworn, disposed and said that they are the officers of the said companies aforesald, and that the seals affixed to the proceeding instrument are the Corporate Seals of said Companies, and the said Corporate Seals and their signatures as officers were duly affixed and subscribed to the said Instrument by the authority and direction of the said companies, and that Resolutions adopred by the Board of Directors of said Companies referred to in the preceding instrument is now in force.

MY

COMMISSION
By:

NUMBER
Donna Donavant, Notary Public
7083968 My commission expires 1/31/2023
We, the undersigned Officers of SureTec Insurance Company and Markernsurfig preday defierby certify that the original POWER OF ATTORNEY of which the foregoing is a full, true and correct copy is still in full farce and effect and has hak, been froked.

IN WITNESS WHEREOF, we have hereunto set our hands, and affixed the Seals of said Companies, on the 11th dayof July. 2022

SURANCE
Markel Insurance Company
mort SEAL VRA
Br: L2
V. Breht Beaty, Assistant Sec Richard R. Grinnan, Vice President and Secsefary Any Instrument Issued in excess of the penalty stated above is totally void and without any validity. 510028 For verification of the authority of this Power you may call (713)812-0800 on any business day between 8:30 AM and 5 00 PM (ST.

CITY COUNCIL AGENDA REPORT
City of Anaheim

OUNDED DEPARTMENT OF PUBLIC WORKS
DATE: AUGUST 9, 2022
FROM: PUBLIC WORKS AND PUBLIC UTILITIES DEPARTMENTS
SUBJECT: APPROVAL OF MASTER AGREEMENT FOR WATER

CONSTRUCTION, MAINTENANCE, REPAIR, AND IMMEDIATE

RESPONSE PROJECTS
ATTACHMENT (Y/N): YES ITEM # 12
RECOMMENDATION:

That City Council, by Motion:
1) Determine that the projects to be performed under the attached Master Agreement shall be categorically exempt under the California Environmental Quality Act (CEQA), Sections 15301, 15302, 15303, and/or 15304 of Title 14 of the California Code of Regulations;
2) Approve the Master Agreement for water construction, maintenance, repair, and immediate response projects (Master Agreement) for a five year term, with an optional 12 month extension to complete outstanding work order packages or requests, between the City of Anaheim (City) and contractors pre-qualified by the City, and approve a not-to-exceed award amount of $500,000 per work order package, with a limit per contractor of $3 million in total awards during each fiscal year of the Agreement term, plus change order authorization in an amount not-to-exceed $50,000 per occurrence, with total change orders per work order not-to-exceed $100,000;
3) Authorize and direct the Public Utilities General Manager or designee, on behalf of the City, to execute the Master Agreement with Arnaz Engineering Contractors, Inc.; Big Ben, Inc.; Ferreira Coastal Construction Co., Inc.; General Pump Company, Inc.; J. De Sigio Construction, Inc.; J.A. Salazar Construction and Supply Corporation, Inc.; J.R. Filanc Construction Company, Inc.; Mike Bubalo Construction Co., Inc.; Paulus Engineering, Inc.; Stephen Doreck Equipment Rentals, Inc.; T.E. Roberts, Inc.; W.A. Rasic Construction Company, Inc.; and such other contractors pre-qualified by the City in the future during the term of the Master Agreement;
4) Authorize the Public Utilities General Manager or designee, on behalf of the City, to take any and all actions as are necessary or advisable to implement and administer the Master Agreement; and
200 S. Anaheim Blvd.

Suite #276
Anaheim, CA 92805
Tel: (714) 765-5176
Fax: (714) 765-5161
www.anaheim.net
Approval of Master Agreement for Water Construction, Maintenance, Repair, and Immediate Response Projects June 22, 2022

5) Authorize de minimis changes that do not substantially change the terms and conditions of the Master Agreement, as determined by the City Attorney.

DISCUSSION:

At its meeting on June 22, 2022, the Public Utilities Board (PUB) recommended that City Council approve these actions.

Since 2004, Public Works and Anaheim Public Utilities (APU) have collaborated on the development of a Master Agreement process to accelerate public contracting awards for water utility infrastructure projects. By pre-qualifying contractors on three-year terms and establishing standard Master Agreements with general terms and conditions, contractors are able to efficiently provide competitive bids for specific scopes of work on small water construction or maintenance projects that serve to improve reliability to Anaheim customers. The bidding process is conducted in accordance with Section 1211 of the Charter of the City of Anaheim and utilizes the City's online bidding system. The proposed Master Agreement will replace the current agreements that were approved by City Council on September 10, 2019, and will expire in September 2027.

APU utilizes outside contractors to supplement internal staff in order to (1) perform small water capital improvement projects in a timely fashion, and (2) establish access to contractors with specialized equipment for immediate response should an emergency event occur. The Master Agreement also optimizes staffing levels by accommodating fluctuations in workload through external contractors rather than relying solely on internal crews. Work to be performed under the Master Agreement may include as-needed construction of water mains, services, and valves, as well as repair, rehabilitation, or maintenance of groundwater wells, pump stations, and water treatment plant equipment.

A Request for Bids was advertised through the City's online bidding platform on April 21, 2022.

The solicitation established minimum qualifications required by the City to perform construction of water facilities and pipelines. The City received 12 proposals, and City staff reviewed each proposal for qualifications and reasonableness of fees. Staff recommends that City Council award Master Agreements to the following 12 proposers:

1. Arnaz Engineering Contractors, Inc. 2. Big Ben, Inc.

Anaheim, CA Irvine, CA
License No. 755332 License No. 774444
Ferreira Coastal Construction Co., Inc. 4. General Pump Company, Inc.

Rancho Cucamonga, CA San Dimas, CA
License No. 985180 License No. 496765

5. J. De Sigio Construction, Inc. 6. J.A. Salazar Construction and Supply Baldwin Park, CA Corporation, Inc.

License No. 737593 La Habra, CA
License No. 743587
Approval of Master Agreement for Water Construction, Maintenance, Repair and Immediate Response Projects August 9, 2022

7. J.R. Filanc Construction Company, Inc. 8. Mike Bubalo Construction Co., Inc.

Escondido, CA Baldwin Park, CA
License No. 134877 License No. 771279

9. Paulus Engineering, Inc. 10. Stephen Doreck Equipment Rentals, Inc.

Anaheim, CA Pico Rivera, CA
License No. 724114 License No. 665471

11. T.E. Roberts, Inc. 12. W.A. Rasic Construction Company, Inc.

Irvine, CA Long Beach, CA
License No. 603008 License No. 368761
When APU staft determines that work cannot be accommodated by field crews, work order packages are prepared for bidding. The Master Agreement contractors are invited to compete, via an on-line bid process, to perform the work. The value of each work order package is limited to $500,000, which has been established as the threshold for small water construction or maintenance projects. One change has been made to the Master Agreement to increase the individual change order authority from $10,000 to $50,000 per occurrence, while still retaining the overall change order authority not-to-exceed $100,000. This is to reflect increasing costs for labor, supplies, and equipment on projects.

Ensuring Proper Controls
The Department has implemented a number of measures to ensure transparency in the way the Master Agreement work packages are advertised, awarded, and managed. These include:
• A provision which limits the cumulative annual award amount to $3,000,000 per contractor to encourage competition among qualified contractors. • All work packages are advertised through the City's online system. This allows electronic notifications, bid downloads and submittals, online access to the bid documents, and closes bidding for all contractors at the same time. This automated means of bidding eliminates the need for city staff's involvement in tallying bid submittals as bid results are immediately posted electronically.

The Department provides a quarterly report to the Public Utilities Board (PUB) that includes details on all Master Agreement work package awards. The PUB has the opportunity to review and inquire about any of the Department's Master Agreement awards. The information is accessible by the public on the City's Board and Commissions webpage.

To ensure that the Master Agreement work packages are within the budgetary constraints, the Department has internal controls in place so project managers are required to obtain management authorization prior to issuing any work package for bidding.

A review of contractors' insurance and bonding is conducted prior to each award to ensure that they are in compliance with the terms of the Master Agreement.

These Master Agreement contracts will remain in effect through September 30, 2027, and the authorization includes a provision to add other contractors that meet all requirements in order to increase competition from qualified firms. Expenditures are subject to the Council-approved budget for APU.

ENVIRONMENTAL DETERMINATION:

Since the projects to be carried out under the Master Agreement will typically consist of replacements, repairs, maintenance, or small additions and alterations, they will fall into one or more of the following CEQA Categorical Exemptions: Section 15301, Section 15302, Section 15303, and/or Section 15304 of Title 14 of the California Code of Regulations.

IMPACT ON BUDGET:

There is no budgetary impact as a result of pre-qualifying the contractors in the Master Agreement.

Projects ultimately awarded to a contractor through the Master Agreement will be supported by funds included in Public Utilities FY22/23 Water Utility budget, and funds for subsequent years are subject to City Council approval.

Respectfully submitted, Concurred by,
Rudy Emami Dukku Lee
Director of Public Works Public Utilities General Manager Attachments:

1. Exhibit A for Each Contractor

2. Master Construction Agreement

EXHIBIT A
Project:

Master Agreement for Water System Construction, Repair, Maintenance and Immediate Response includes work such as construction, maintenance, repair, relocation, inspection and immediate response services in connection with Anaheim's water production, transmission, and distribution system.

MASTER AGREEMENT CONTRACTOR: Big Ben, Inc.
4790 Irvine Blvd. #105-404
Irvine, CA 92620
(949) 400-1800
Contact: Sep Sharifi
PUBLICATION DATES: 4/21/22, 4/28/22 & 5/5/22
BID OPENING DATE: May 12, 2022
PREVAILING WAGE RATE RESOLUTION NO: 98R-94
AWARD DATE: August 9, 2022
CONTRACT PRICE: Per individual work order packages
CONTRACT COMPLETION DAYS: Per individual work order packages LIQUIDATED DAMAGES: Assigned per work order packages or One Thousand ($1,000) per calendar
day as liquidated and actual damages
for the delay, whichever is greater.