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HomeMy WebLinkAboutItem 24 - Agreements for Backup Power Generator Maintenance & Repair Services Public Works Agency www.santa-ana.gov/pw Item # 24 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report August 4, 2026 TOPIC: Award of Aggregate Agreements for Backup Power Generator Maintenance and Repair Services AGENDA TITLE Award of Aggregate Agreements with Global Power Group, Inc., Odyssey Power Corporation, Quinn Company dba Quinn Power Systems, and West Coast Energy Systems, LLC for On-Call Generator Maintenance and Repair Services (Specification No. 26-075) (General & Non-General Fund) RECOMMENDED ACTION Authorize the City Manager to execute aggregate agreements with Global Power Group, Inc., Odyssey Power Corporation, Quinn Power Systems, and West Coast Energy Systems, LLC to provide on-call generator maintenance and repair services beginning August 4, 2026 and expiring August 3, 2027, with an estimated annual budget of$115,000, with provisions for four, one-year extensions, in a total aggregate amount not to exceed $575,000 (Core Agreement No. A-2026-XXX). GOVERNMENT CODE §84308 APPLIES: Yes DISCUSSION The Public Works Agency (PWA) is responsible for maintaining and ensuring the operational reliability of emergency and standby power systems that serve critical City facilities, including water and wastewater facilities, Santa Ana City Hall, the Corporate Yard, and the Santa Ana Regional Transportation Center. To support the continuous operation of these facilities, PWA requires professional on-call generator maintenance and repair services to ensure emergency power systems remain reliable and operational during planned and unplanned power outages. The City's diesel and natural gas-powered generators, automatic transfer switches, control systems, fuel systems, batteries, and associated equipment are subject to routine wear, aging, and unexpected mechanical or electrical failures. Regular preventive maintenance, testing, troubleshooting, and repair services are essential to maintain operational readiness, maximize equipment reliability, minimize downtime, and extend the service life of these critical assets. Backup Power Generator Maintenance and Repair Services August 4, 2026 Page 2 The City has an ongoing need for specialized maintenance and support services for its backup power systems. These services require technical expertise, manufacturer- specific knowledge, specialized testing equipment, and diagnostic capabilities that are not available in-house. Utilizing qualified specialized contractors helps ensure dependable backup power, protects critical infrastructure, and supports the uninterrupted delivery of essential public services during power disruptions. Request for Proposals (RFP) No. 26-075 was issued on June 2, 2026, on the City's online bid management and publication system. A summary of vendor participation and results is as follows: 320 Vendors notified 6 Santa Ana vendors notified 17 Vendors downloaded the bid packet 4 Responsive proposals received 0 Responsive proposals received from Santa Ana vendors Proposals were opened on June 23, 2026, and evaluated. Four proposals were submitted by the RFP deadline and were determined to be responsive to the specifications and met the City's requirements. An evaluation committee reviewed and rated the proposals according to the criteria listed in the RFP. Staff recommends awarding agreements to Global Power Group, Inc. (Exhibit 1), Odyssey Power Corporation (Exhibit 2), Quinn Power Systems (Exhibit 3), and West Coast Energy Systems, LLC (Exhibits 4). The recommended firms demonstrated the qualifications, technical expertise, and experience necessary to provide comprehensive generator maintenance and repair services for the City's emergency and standby power systems. Global Power Group, Inc. and Quinn Power Systems each bring over five years of experience working with, and are current vendors of, the City of Santa Ana, providing valuable familiarity with the City's standards, procedures, and operational requirements. Additionally, all four recommended vendors have successfully performed comparable emergency generator maintenance and repair services, demonstrating their capability to deliver reliable, high quality services in support of critical infrastructure. Their extensive experience and strong performance history reduce project risk and provide confidence that the work will be completed efficiently, professionally, and in accordance with the City's expectations. Given the critical nature of the City's emergency power systems and the need for timely response during planned and unplanned outages, staff recommends establishing agreements with multiple qualified contractors. Access to multiple vendors will provide the City with greater flexibility to schedule preventative maintenance, obtain specialized technical expertise, respond to emergency repair needs, and ensure continuity of service when contractor availability is limited. This approach will help maintain the Backup Power Generator Maintenance and Repair Services August 4, 2026 Page 3 reliability of the City's backup power infrastructure and support the uninterrupted delivery of essential public services. ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT Funds are budgeted and available in the following accounts for Fiscal Year 2026-27. Subsequent fiscal year funding for renewal options, if exercised, will be included in the proposed budgets for City Council consideration. The following is an estimate of expenditures by fiscal year. Actual expenditures may vary by fiscal year based on operational needs, provided total expenditures do not exceed the total aggregate contract amount authorized by City Council. Accounting Accounting Unit, Fiscal Unit —Account Fund Account Amount Year No. Description Pro'ect No. Description CONTRACT (ONE-YEAR TERM) Water Utility 06017640- Water Fund Production & Supply, $45,343 62300 Contract Services- Professional Building Maintenance, (Aug 4 7 62320 09- General Fund Maintenance & $45,343 (Aug 4 — 62320 Repair Buildings & Jun 30) Ground PWA-SARTC 06717650- Regional Operations, 62320 Transportation Maintenance & $13,603 Center Repair Buildings & Ground Water Utility 06017640- Water Fund Production & Supply, $4,657 62300 Contract Services- 2027-28 Professional (Jul 1 — Building Aug 3) 01117609- Maintenance, 62320 General Fund Maintenance & $4,657 Repair Buildings & Ground Backup Power Generator Maintenance and Repair Services August 4, 2026 Page 4 PWA-SARTC 06717650- Regional Operations, 62320 Transportation Maintenance & $1,397 Center Repair Buildings & Ground CONTRACT (ONE-YEAR) TOTAL $115,000 OPTIONAL FOUR ONE-YEAR EXTENSIONS Water Utility 06017640- Water Fund Production & Supply, $45,343 62300 Contract Services- Professional Building Maintenance, (Aug 4 8 62320 09- General Fund Maintenance & $45,343 (Aug 4 — 62320 Repair Buildings & Jun 30) Ground PWA-SARTC 06717650- Regional Operations, 62320 Transportation Maintenance & $13,603 Center Repair Buildings & Ground Water Utility 06017640- Water Fund Production & Supply, $50,000 62300 Contract Services- Professional Building 01117609- Maintenance, 2028-29 62320 General Fund Maintenance & $50,000 Repair Buildings & Ground PWA-SARTC 06717650- Regional Operations, 62320 Transportation Maintenance & $15,000 Center Repair Buildings & Ground Water Utility 06017640- Water Fund Production & Supply, $50,000 2029-30 62300 Contract Services- Professional 01117609- General Fund Building $50,000 62320 Maintenance, Backup Power Generator Maintenance and Repair Services August 4, 2026 Page 5 Maintenance & Repair Buildings & Ground PWA-SARTC 06717650- Regional Operations, 62320 Transportation Maintenance & $15,000 Center Repair Buildings & Ground Water Utility 06017640- Water Fund Production & Supply, $50,000 62300 Contract Services- Professional Building 01117609- Maintenance, 2030-31 62320 General Fund Maintenance & $50,000 Repair Buildings & Ground PWA-SARTC 06717650- Regional Operations, 62320 Transportation Maintenance & $15,000 Center Repair Buildings & Ground Water Utility 06017640- Water Fund Production & Supply, $4,657 62300 Contract Services- Professional Building 2031-32 01117609- Maintenance, (Jul 1 — 62320 General Fund Maintenance & $4,657 Aug 3) Repair Buildings & Ground PWA-SARTC 06717650- Regional Operations, 62320 Transportation Maintenance & $1,397 Center Repair Buildings & Ground OPTIONAL FOUR ONE-YEAR EXTENSION TOTAL $4601000 TOTAL FIVE-YEAR CONTRACT): $575,000 Backup Power Generator Maintenance and Repair Services August 4, 2026 Page 6 EXHIBIT(S) 1. Agreement with Global Power Group, Inc. 2. Agreement with Odyssey Power Corporation 3. Agreement with Quinn Power Systems 4. Agreement with West Coast Energy Systems, LLC Submitted By: Rodolfo Rosas, P.E., Acting Executive Director of Public Works Agency Approved By: Alvaro Nunez, City Manager Exhibit 1 AGREEMENT WITH GLOBAL POWER GROUP, INC TO PROVIDE ON-CALL GENERATOR MAINTENANCE AND REPAIR SERVICES FOR THE CITY OF SANTA ANA THIS AGREEMENT is made and entered into on this 4ch day of August, 2026 by and between Global Power Group, Inc. ("Contractor"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California("City"). RECITALS A. On June 2, 2026 the City issued Request for Proposals No. 26-075, by which it sought Contractors to provide on-call generator maintenance and repair services on behalf of the City of Santa Ana's Public Works Agency. B. Contractor submitted a responsive proposal that was among those selected by the City. Contractor represents that it is able and willing to provide the services described in the scope of work that was included in RFP No. 26-075. C. Contractor was selected as one of four (4) vendors which qualified for this engagement. Only those Contractors approved by the City Council on August 4, 2026 shall be eligible to be engaged by the City for these services. D. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Contractor shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Exhibit A, attached hereto and incorporated by reference. 2. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Contractor shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit B. Contractor is one of four (4) Contractors selected under RFP 26-075. The total aggregate compensation amount shall not exceed Five Hundred and Seventy-Five Thousand($575,000) during the term of the Agreement, including any extension periods. Page 1 of 8 b. Payment by City shall be made within forty-five(45)days following receipt of proposer invoice evidencing work performed, subject to City accounting procedures. Payment need not to be made for work which fails to meet the standards of performance set forth in the Recitals and Scope of Work, which may reasonably be expected by City. 3. TERM This Agreement shall commence on August 4, 2026 for a one-year term with the option for the City to grant up to four(4), one-year extensions, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, below. 4. INDEPENDENT CONTRACTOR Contractor shall, during the entire term of this Agreement, be construed to be an independent Contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes,which are prepared or caused to be prepared by Contractor under this Agreement ("Documents & Data"). Contractor shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. INSURANCE Insurance requirements are attached hereto as Exhibit C and incorporated by reference. Page 2 of 8 7. INDEMNIFICATION Contractor agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1)for personal injury, damages,just compensation,restitution,judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Contractor, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages,just compensation, restitution,judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages,just compensation,restitution,judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution,judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding.Notwithstanding the foregoing, to the extent Contractor's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Contractor shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent,trademark, or copyright infringement,including costs,contained in the work product or documents provided by Contractor to the City pursuant to this Agreement. 9. RECORDS Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement. Page 3 of 8 10. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance,but in no event less than reasonable care. "Confidential Information"shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that(a) has been disclosed in publicly available sources; (b)is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE a. Contractor covenants that it presently has no interests and shall not have interests,direct or indirect,which would conflict in any manner with performance of services specified under this Agreement. b. No immediate family members of either the Mayor, City Council Member, or any appointed City Official, including appointed board and commission members, as defined under the City's Municipal Code, whose position with the City shall award or influence the award of this Agreement, or any competing contract or amendment thereof, shall be employed in any capacity by the Contractor or have any other direct or indirect financial benefit or interest in this Agreement. c. The section also prohibits the awarding of any agreement, contract, grant, or any amendment to those awards, to any former full-time employee for one-year from date of employee separation except for any CaIPERS retiree as authorized by City Council resolution d. The Contractor must comply with all conflict of interest laws, ordinances, and regulations now in effect or hereafter to be enacted during the term of this Agreement. The Contractor warrants that it is not now aware of any facts which conflict with the prohibitions defined above. If the Contractor hereafter becomes aware of any facts that might reasonably be expected to create a conflict of interest, it must immediately make full written disclosure of such facts to the City. Full written disclosure must include, but is not limited to, identification of all persons implicated and a complete description of all relevant circumstances. Failure to comply with the provisions of this paragraph will be a material breach of this Agreement. Page 4 of 8 e. Contractor covenants that none of its directors, officers, employees, or agents shall participate in selecting or administrating any subcontract supported(in whole or in part) by City funds stemming from the Agreement where the awarding of the subcontract has any direct or indirect financial benefit or interest to any individual, as defined in subsections (b) and(c) above. 12. NON-DISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to,the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Contractor retained by City. 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Contractor to deliver to the City all work product(s) completed as of such date, and in such case Page 5 of 8 such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. JURISDICTION-VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. PROFESSIONAL LICENSES Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 19. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail,postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: City Clerk City of Santa Ana 20 Civic Center Plaza(M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 Page 6 of 8 With courtesy copies to: Executive Director, Public Works Agency City of Santa Ana 20 Civic Center Plaza(M-21) P.O. Box 1988 Santa Ana, California 92702 To Contractor: Global Power Group, Inc. Attn: Salvatore Martorana 12060 Woodside Ave. Lakeside, CA 92040 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24)hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. [signature page to follow] Page 7 of 8 SIGNATURE PAGE TO AGREEMENT WITH GLOBAL POWER GROUP, INC TO PROVIDE ON-CALL GENERATOR MAINTENANCE AND REPAIR SERVICES FOR THE CITY OF SANTA ANA IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA Jennifer L. Hall Alvaro Nunez City Clerk City Manager APPROVED AS TO FORM: SONIA R. CARVALHO GLOBAL POWER GROUP, INC. City Attorney By: Kyle ellesen Salvatore Martorana Assistant City Attorney President RECOMMENDED FOR APPROVAL: Digitally signed by Rodolfo Rosa, Rodolfo Rosas DN rn=Rodolfo Rosas,email=rrosasCsanta- ana.org,r—US Date:2026.07.20 14:18:10-07,00' Rodolfo Rosas, P.E. Acting Executive Director Public Works Agency Page 8 of 8 EXHIBIT A CITY OF SANTA ANA EXHIBIT 1 - SCOPE OF SERVICES 1. Description of Work: The City of Santa Ana is requesting proposals for the purpose of providing preventative maintenance service visits, on-call diagnostic and repair services, and emergency repair services to various generators within the City. The manufacturers of the City's existing generators include Caterpillar, Cummins, and Perkins. Proposers shall be fully experienced, licensed, and equipped to perform the work specified and required herein. All work performed shall be in compliance with the National Fire Protection Association (NFPA) 70 National Electrical Code, NFPA 110 Standard for Emergency, Standby Power Systems, and CaIOSHA safety requirements as well as other applicable federal, state, and local codes. The Contractor(s) shall provide all necessary labor, materials, tools, supervision, transportation and equipment to perform services specified herein. 2. Normal Operating Hours Monday through Friday, 7:00 AM to 5:00 PM Operating hours are subject to change and the City will communicate all changes in advance with the Contractor(s). 3. Emergency Service Request The Contractor(s) must be available to receive the City's emergency service request twenty- four (24) hours a day, seven (7) days a week. In the event of a generator failure or malfunction, the Contractor must respond within four (4) hours of receiving emergency service request from the City. The Contractor's service technician is required to be on-site to commence work within eight (8) hours of initial contact, if the event has been deemed by the City to be an emergency. The response time may be waived by the City if service can wait to be performed during the City's normal business hours. 4. Parts. Materials. and Warranties All parts, repairs, and/or fluid changing must be done with parts and fluids that meet or exceed the manufacturer's recommendations. All replacement parts shall be new and of the same quality and brand name as those being replaced; OEM parts are preferred. Substitutions will be permitted only with prior authorization from the City. Upon contract execution, the City will finalize the list and quantity of parts that the Contractors must have available on-hand at all times to avoid potential delays in performing the work required during the term of the contract. If the Contractor is unable to stock certain items at all times and must special order them on a project basis, they will submit the lead time for procurement to the City for review and approval. All material markup must not exceed 10% percent above Contractor's cost when charged back to the City. (9) CITY OF SANTA ANA All work performed will carry a minimum one-year warranty on parts and labor. The Contractors shall properly dispose of used oil, fluids, and filters generated by its services off-site, leaving the job site environmentally clean. 5. Price, Schedule, and Invoice Awarded Contractor(s) shall provide quotes and project schedules with pricing in accordance with their submitted rates upon request by the City. The quote will include, but is not limited to summary of anticipated tasks, anticipated project time of completion, hourly rate, rates for materials, and oversized equipment rates on a project by project basis for the City's review and approval. Any special materials as required for the work to be purchased by the Contractor may only occur after formal discussion and approved in writing by the City. Contractor(s) shall coordinate all scheduled services at least five (5) business days in advance with the City's Water Services Superintendent. Contractors shall invoice the City on a monthly basis for all work performed during the period or provide a one-time invoice at the completion of work issued. Each invoice shall include as information as required on the quote and be accompanied by a summary of tasks performed, results and progress on long-term tasks if any, and agreement number. 6. Preventative Maintenance All testing and maintenance services will be scheduled in advance with the City. Upon request from the City, the Contractor shall perform preventative maintenance as specified below. The Contractor shall maintain service reports on all maintenance and repairs, and shall provide a copy of the service report to the City upon request. In addition to Contractor's self- generated service reports, the Contractor is required to complete the City's own form and submit back to the City after work is completed. Contractor shall stop work and immediately notify City personnel of conditions that do not conform to applicable codes and/or pose a safety hazard should they encounter them while performing preventative maintenance. Contractor shall ensure all work performed on electrical power generation and transfer equipment shall be accomplished under the technical management of a qualified electrical licensed contractor. A. Tier I: Preventative Maintenance Services (refer to Attachment A-1: Fee Schedule) Contractor shall perform Tier I Preventative Maintenance Services and shall at a minimum include checking the following: i. Fuel (Check main and day tank fuel supply levels; day tank float switch; piping, hoses and connectors; operating fuel pressure; and for any obstructions to tank vents and overflow piping) ii. Lubrication system (Check for proper oil level and oil operating pressure; Tube oil heater) iii. Cooling system (Check coolant level, water pump(s), jacket water heater, belts, hoses, fan) iv. Exhaust system (Check drain condensate trap and for possible leakage) CITY OF SANTA ANA V. Battery System (Look for possible corrosion; check specific gravity, electrolyte level and battery charger — maintenance-free batteries require routine visual inspection and maintenance in accordance with manufacturer's instructions) vi. Electrical system (Conduct a general inspection of wiring and connections; check circuit breakers/fuses) vii. Prime Mover/Generator (Check for debris, foreign objects, loose or broken fittings; check guards and components; look for any unusual condition of vibration, leakage, noise, temperature or deterioration) viii. Thirty (30) Minute Load Test (Contractor shall carry out 30-minute generator load tests and run the generator at 30% for a minimum of 30 minutes. If a generator does not"pass" the load test consistently then Contractor will ask the City of Santa Ana if a resistive load bank test should be performed.) Within five (5) business days of completing a load test on a generator and maintenance inspection services, Contractor shall provide a completed Tier 1: Generator 30-Minute Load Test Form, the approved form is provided as Exhibit 6 to the City. The Contractor shall state all findings, along with a proposed scope of work and complete cost estimate for any recommended equipment repairs and/or replacement if necessary. Alternative reporting forms may be used if approved by the City. B. Tier II: Preventative Maintenance Service (refer to Attachment A-1: Fee Schedule) Contractor shall perform Tier II Preventative Maintenance Services and shall at a minimum include checking the items listed below. In addition to the items listed below and in Exhibit 7 Tier II Generator Inspection and Preventative Maintenance Checklist, the Tier II visit shall include a full change of engine oil and filter, along with a battery and coolant replacement if necessary, and an optional two (2) hours load bank test or a four (4) hours load bank test. When applicable, the Contractor shall perform automatic transfer switch (ATS) testing in accordance with current NFPA 110 standards. L COOLING SYSTEM 1. Inspect radiator exchanger 2. Check coolant level 3. Glycol check of coolant (freezing point) (Results must be turned in) 4. Inspect all hoses and connections 5. Inspect fan drive pulley and fan 6. Inspect fan belts 7. Check jacket water heater 8. Inspect water pump 9. Inspect thermostats ii. FUEL SYSTEM 1. Inspect fuel tank 2. Change fuel/water separator strainers 3. Inspect all fuel lines and connections 4. Inspect governor and controls 5. Change all fuel filters 6. Check fuel pressure 7. Test fuel in tanks for water(results must be turned in) CITY OF SANTA ANA iii. AIR INTAKE & EXHAUST SYSTEM 1. Change air filters as needed (At the discretion of the City) 2. Check air filter service indicator 3. Inspect air inlet system 4. Inspect turbocharger 5. Check exhaust manifold 6. Inspect exhaust system iv. ENGINE MONITORS & SAFETY CONTROLS 1. Check all gauges 2. Check all safety controls 3. Check remote enunciators & alarms v. LUBE OIL SYSTEM 1. Check oil level 2. Change all oil filters 3. Check oil pressure 4. Inspect crankcase breather 5. Check for any leaks 6. Take sample of existing oil (results must be turned in) 7. Change oil vi. STARTING SYSTEM 1. Inspect batteries, terminals & connections 2. Check specific gravity of batteries (results must be turned in) 3. Perform load test on batteries (results must be turned in) 4. Inspect battery charger 5. Inspect starting motor 6. Inspect alternator vii. GENERATOR 1. Inspect bearings 2. Check vibration isolators 3. Inspect control panel 4. Check start controls 5. Check voltmeter 6. Check ammeter 7. Check frequency meter 8. Check circuit breaker viii. TRANSFER SWITCH 1. Inspect all connections (retighten if necessary) 2. Inspect wiring for brittle or burn marks 3. Inspect all switches ix. LOAD BANK TEST 1. Option for a 2-Hour Load Test 2. Or an option for a 4-Hour Load Test CITY OF SANTA ANA x. PROVIDE WRITTEN DOCUMENTATION OF ALL WORK PERFORMED 1. Oil Test Results (results must be turned in) 2. Diagnostic Procedures and Results Within five (5) business days of completing the Tier II Preventative Maintenance Service, the Contractor shall provide a completed Tier II: Generator Inspection and Preventative Maintenance Checklist Form, the approved form is provided as Exhibit 7 to the City. The Contractor shall state all findings, along with a proposed scope of work and complete cost estimate for any recommended equipment repairs and/or replacement if necessary. Alternative reporting forms may be used if approved by the City. 7. Automatic Transfer Switch (ATS) Contractor shall perform a visual inspection only of the Automatic Transfer Switch (ATS) associated with each City generator during scheduled maintenance visits. Contractor shall inspect the exterior and readily accessible portions of the ATS for visible signs of damage, corrosion, moisture intrusion, overheating, loose or missing hardware, abnormal indicator lights or alarms, and other observable deficiencies that may affect reliable operation. Contractor shall document all findings and notify the City of any conditions requiring further evaluation or corrective action. Contractor shall not perform ATS maintenance, repairs, installation, operational testing, exercising, switching, calibration, adjustments, or any work requiring manipulation of the ATS unless specifically authorized in writing by the City. 8. Fueling The City may, at its sole discretion, require the Contractor to provide fueling services for City generators as part of maintenance and repair activities or during emergency response situations. Contractor shall furnish and deliver fuel as directed by the City and shall provide documentation supporting the cost of fuel upon request. Fueling markup shall not exceed ten percent (10%) above the Contractor's actual cost when invoiced to the City. 9. On-Call Services Contractor shall provide on-call generator repair services for all City generators at an hourly rate that aligns with their submitted fee schedule(s). All repair services will require an estimate being submitted to the City for approval prior to any work being performed by the Contractor. A service report is to be completed by the Contractor's technician and the report is to be provided to City personnel upon completion of the request. Any on-call work carried out by the Contractor that requires taking a generator offline for testing or repairs requires prior approval from the City. Should a generator need to be taken offline temporarily, it may not be left unattended by the Contractor's personnel. The Contractor must remain on-site until the generator is successfully returned online to normal operation. Contractors must provide technical and engineering support upon request from the City for generators manufactured by but not limited to Caterpillar, Cummins, and Perkins. (9) CITY OF SANTA ANA 10. VALUE ADDED RELATED SERVICES Contractors may propose additional related services that the City has not specifically identified in this RFP to accomplish the stated goals of this RFP. Value added related services will be considered by the City and may or may not be incorporated in the agreement. EXHIBIT B CITY OF SANTA ANA ATTACHMENT A-1 - FEE SCHEDULE Contractors shall complete Attachment A-1: Fee Schedule and provide pricing on a per visit basis in accordance with Tier 1 and Tier 11 Preventative Maintenance Services as specified in this RFP. Furthermore, Contractors shall submit their own fee schedule for additional labor, material and equipment rates as a separate form. This additional flee schedule shall list rates for all labor designations, equipment and materials. Cost for preventative maintenance services (Tiers 1 and 11) must be inclusive of all labor, materials, tools, supervision, transportation, and equipment. Item Location uOM QTY Tier I Tier II Subtotal Tier Tier II(add-on') Subtotal Tier I, I\o. I&II II,&Add-On 1 Segerstrom Station EA 1 $ �C�� $ $ �� $ f�00 2 West Station EA 1 $ ��1 $ 735, $ 3`I b $_V $ 17 jz 3 East Station EA 1 $ 7 $ $ $ $ �;���, 3Tj5, 4 John Garthe EA 1 $ [} b $ �' $ $ l�C.c $ J_ Station �� � � ', � ' U �a C.��4�i J 5 Walnut Station EA 1 $�C� ( ( $3 b_ )) $ 31 $lr� �a[[ 6 Maxine Station EA 1 $�L $ �4�,D,^ $ �(✓ !�� $ y l h $ s, �,t — JJUU �1 �C li; ✓ C U 7 Well40 EA 1 $ $ $ TOTAL `Add-On Services are a full change of engine oil and filter, battery and coolant replacement, and a two (2) hours load bank test and a four(4) hours load bank test. Cost must be inclusive of all labor, materials, tools, supervision, transportation, and equipment. Please also provide unit pricin for each add-on service for Tier II based on generator by location. Item Segerstrom West East John walnut Maxine No Description Station Station Station Garthe Station Station Well40 Station E Engine oil and filter S $ $ u(��.' S t•. S 'S L�1 $ 1� $ ��1 thane 9 Battery and coolant replacement 10 Two 12) hours load bank test Four 14)hours load / 11 bank test i��'r THIS FORM MUST BE COMPLETED AND MCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSWEE, �R. CITY OF SANTA ANA o rt-C all Repair Services i 2 Hourly Rate HR 1 $ 13 CT Hourly Rate HR � i4 Weekends/Holidays Hourly Rate HR 1 $ '5 OT Weekends/Holidays Hourly Rate HR 1 $5DDi i le Trip FeelTruck Charge EA 1 $ 160, 'THIS fcl I,1 ! L i GL CI6 l Q'L•G AND INCLUDED WITH TKE PROPOSAL. - PR POS/�l TH/.kl DC N-10T CONTAIN TH!S (-QRhfl lYIL BE CONSIDERED NOKMESPoCkPSfVE< cD c c C D A N y a m m z3 m > V m (n A co N N _ _ cl c � rn m c �p O d cn 7 N N !D O (CD N m m oc 3 m cn (n `Z m m � m (n m tfr in x °' G) w m r GH to 69 io '-c Oq m N N m A O N m m (� K m0 N SR { Cn O o p p A D7 K N A W 11 O O O O cD Cn o q-• ^ C/ O cno 7 N NLT, c c O ^ U1 0 o O O O 7 = O r r, cn N A O N N O co to E9 O O r+ W ff} 69 F-+ ffl m N N Z W O I--+ .-r .O W p p A O W. N N f-+ FA F, F- N to to Z t!f Cn Cn rA V fA J O Op c)cD O pp `y co A N o O m m p r F cT T ? N o N NO O F-+ W 69 ffl Hi N {f3 ffl ffl fA b9 EA fA N p m (D V tD o N N N N N N N (A N c) �'' F� w Ln (n Cn m (n Ul Ln W O O A O O O o O O O O in in {ii fA Z d CJl O CDCn O , cD cDO O CD CD CD �--' N W A N m o O cD C, cD 0 O O O O o O O m m N c O 07 Cn m O z n nmi A C O A (D ? 37 � Z 7 N O ~ 0 v fu3 fA {fl fA +� ff3 fA fA {A fA ifl fA NA O c N C m O v m o V A m co V V m O Oo U1 to to fA (WD O O (n A m N p !D N (D p pp ffl N O O O O N Ul W ul cD cD cD (D cDW cD O cD p cD cD cDcp �I U1 m p O � O O O O O O O co 0 U1 m O 7 — N N C - C m cDfA fA v Ed9 EA (e ffi -tl J m W F-� A W N W W W W N W c:, C m D� p I--� p Ln l co CO m 07 F-+ (D CD CD p fq W O O A J Oo OD 'I W Am Oo PI)ffl {y 69 N m W N (.n O IV (D m (n (n nD W A (n ? O 0 0 0 0 6 m O o o cD o O V m W W O O O O O Cl O O O p Ln N J V 7 p N cn cn rQ N cn m Ln 3 i v cc a, ff3 b9 4A rA to ff3 fA Q'3 (p A W N W N W W N A p N E9 69 E9 fA X. N Lr N O W W Ln m A O fJ V Am co J V m N C CC N NO C C C C m (WIl C N CO U Ul (n R,EnN LC N Q;jq c:, C C cD c-_ Ei 0 c, O O C O O O (« p cD O o m Or r Imo: C C W EA fA i e fi9 ffl 69 f5 EH H3 co ��., � I--� .9 A V cn -.l m V V Ln N Z W J co o �-` r m A V CDU� C) V V m W O p A p N (D �--� A N PI) O b9 i s Z ffl Ut (n A N o o A W o o O m a O 0 0 0 O o 0 0 0 0 0 0 0 0 m x cn o cc EXHIBIT C Contractor shall procure and maintain for the duration of the agreement, the following insurance coverages: MINIMUM SCOPE AND LIMIT OF INSURANCE Contractor shall maintain limits of insurance coverage in the following minimum amounts and shall be at least as broad as: • Commercial General Liability(CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal &advertising injury with limits no less than $1,000,000 per occurrence and $2,000,000 aggregate. • Automobile Liability (AL): Insurance Services Office Form CA 00 01 covering Code 1 (any auto), with combined single limits of $1,000,000. In the event Contractor does not maintain commercial automobile liability insurance, City will accept evidence of personal automobile insurance, provided that such policy is endorsed for business use and provides coverage with a minimum limit of $1,000,000. Required policy limits can be met with primary and umbrella/excess insurance policies. • Workers' Compensation (WC): as required by the State of California, with statutory limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident, per employee, per policy for bodily injury or disease. This requirement can be waived if Contractor has no employees. Contractor attests that its workers' compensation coverage extends to all persons who will be working with the City under the agreed scope of services. If Contractor maintains broader coverage and/or higher limits than the minimums shown above, City requires and shall be entitled to the broader coverage 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 City. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions: 1. CGL and AL policies: City of Santa Ana, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, equipment, and personnel furnished in connection with such work or operations. 2. CGL, AL, and WC policies: Insurance company(ies) agrees to waive all rights of subrogation against City, its City Council, its officers, officials, employees, agents, and volunteers for losses paid under the terms of any policy which arise from work performed by Contractor for City. 3. All required insurance policies: For any claims related to this contract, Contractor's insurance coverage shall be primary and any insurance maintained by City, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it. 4. All required insurance policies: A severability of interest provision must apply for all the additional insureds, ensuring that Contractor's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer's limits of liability. 5. Each insurance policy required herein shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits, non-renewed by the carrier, or materially changed except after thirty (30) days prior written notice has been given to City. Ten (10) days prior written notice shall be provided to City for policy cancellation or non-renewal due to non-payment. 6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention: Jaime Arias, 215 S. Center St., M-85, Santa Ana, CA 92703. The name and location of the event should be included in the Description of Operations section of each certificate. Self-Insured Retentions Self-insured retentions must be declared to and approved by the City. City may require Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the state of California with a current A.M. Best rating of no less than A:VII, unless otherwise acceptable to City. Verification of Coverage Contractor shall furnish City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to Entity before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Contractor's obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Claims Made Policies If any of the required policies provide coverage on a claims-made basis: 1. The retroactive date must be shown and must be before the date of the contract or the beginning of work. 2. Insurance must be maintained and evidence of insurance must be provided for at least three (3) years after completion of work. 3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective date, Contractor must purchase "extended reporting" coverage for a minimum of three (3) years after completion of work. Subcontractors Contractor shall require and verify that all sub-contractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from sub-contractors. Special Risks or Circumstances City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. AGREEMENT WITH ODYSSEY POWER CORPORATION TO PROVIDE ON-CALL GENERATOR MAINTENANCE AND REPAIR SERVICES FOR THE CITY OF SANTA ANA THIS AGREEMENT is made and entered into on this 4ch day of August, 2026 by and between Odyssey Power Corporation("Contractor"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California("City"). RECITALS A. On June 2, 2026 the City issued Request for Proposals No. 26-075, by which it sought Contractors to provide on-call generator maintenance and repair services on behalf of the City of Santa Ana's Public Works Agency. B. Contractor submitted a responsive proposal that was among those selected by the City. Contractor represents that it is able and willing to provide the services described in the scope of work that was included in RFP No. 26-075. C. Contractor was selected as one of four (4) vendors which qualified for this engagement. Only those Contractors approved by the City Council on August 4, 2026 shall be eligible to be engaged by the City for these services. C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Contractor shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Exhibit A, attached hereto and incorporated by reference. 2. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Contractor shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit B. Contractor is one of four (4) Contractors selected under RFP 26-075. The total aggregate compensation amount shall not exceed Five Hundred and Seventy-Five Thousand($575,000) during the term of the Agreement, including any extension periods. Page 1 of 8 b. Payment by City shall be made within forty-five(45)days following receipt of proposer invoice evidencing work performed, subject to City accounting procedures. Payment need not to be made for work which fails to meet the standards of performance set forth in the Recitals and Scope of Work, which may reasonably be expected by City. 3. TERM This Agreement shall commence on August 4, 2026 for a one-year term with the option for the City to grant up to four(4), one-year extensions, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, below. 4. INDEPENDENT CONTRACTOR Contractor shall, during the entire term of this Agreement, be construed to be an independent Contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes,which are prepared or caused to be prepared by Contractor under this Agreement ("Documents & Data"). Contractor shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. INSURANCE Insurance requirements are attached hereto as Exhibit C and incorporated by reference. Page 2 of 8 7. INDEMNIFICATION Contractor agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1)for personal injury, damages,just compensation,restitution,judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Contractor, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages,just compensation, restitution,judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages,just compensation,restitution,judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution,judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding.Notwithstanding the foregoing, to the extent Contractor's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Contractor shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent,trademark, or copyright infringement,including costs,contained in the work product or documents provided by Contractor to the City pursuant to this Agreement. 9. RECORDS Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement. 10. CONFIDENTIALITY Page 3 of 8 If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance,but in no event less than reasonable care. "Confidential Information"shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that(a) has been disclosed in publicly available sources; (b)is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE a. Contractor covenants that it presently has no interests and shall not have interests,direct or indirect,which would conflict in any manner with performance of services specified under this Agreement. b. No immediate family members of either the Mayor, City Council Member, or any appointed City Official, including appointed board and commission members, as defined under the City's Municipal Code, whose position with the City shall award or influence the award of this Agreement, or any competing contract or amendment thereof, shall be employed in any capacity by the Contractor or have any other direct or indirect financial benefit or interest in this Agreement. c. The section also prohibits the awarding of any agreement, contract, grant, or any amendment to those awards, to any former full-time employee for one-year from date of employee separation except for any Ca1PERS retiree as authorized by City Council resolution d. The Contractor must comply with all conflict of interest laws, ordinances, and regulations now in effect or hereafter to be enacted during the term of this Agreement. The Contractor warrants that it is not now aware of any facts which conflict with the prohibitions defined above. If the Contractor hereafter becomes aware of any facts that might reasonably be expected to create a conflict of interest, it must immediately make full written disclosure of such facts to the City. Full written disclosure must include, but is not limited to, identification of all persons implicated and a complete description of all relevant circumstances. Failure to comply with the provisions of this paragraph will be a material breach of this Agreement. e. Contractor covenants that none of its directors, officers, employees, or agents shall participate in selecting or administrating any subcontract supported(in whole or in part) by City funds stemming from the Agreement where the awarding of the subcontract Page 4 of 8 has any direct or indirect financial benefit or interest to any individual, as defined in subsections (b) and(c) above. 12. NON-DISCRIMINATION Contractor shall not discriminate because of race, color, creed,religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to,the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Contractor retained by City. 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Contractor to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. Page 5 of 8 b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure,right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar,nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. JURISDICTION-VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. PROFESSIONAL LICENSES Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 19. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: City Clerk City of Santa Ana 20 Civic Center Plaza(M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 Page 6 of 8 With courtesy copies to: Executive Director, Public Works Agency City of Santa Ana 20 Civic Center Plaza(M-21) P.O. Box 1988 Santa Ana, California 92702 To Contractor: Odyssey Power Corporation Attn: Jennifer Garnant 2100 W. Orangewood Ave. Orange, CA 92868 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. [Signature Page to Follow] Page 7 of 8 SIGNATURE PAGE TO AGREEMENT WITH ODYSSEY POWER CORPORATION TO PROVIDE ON-CALL GENERATOR MAINTENANCE AND REPAIR SERVICES FOR THE CITY OF SANTA ANA IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA Jennifer L. Hall Alvaro Nunez City Clerk City Manager APPROVED AS TO FORM: SONIA R. CARVALHO ODYSSEY POWER CORPORATION City Attorney By: Kyle ellesen David Newman Assistant City Attorney CFO RECOMMENDED FOR APPROVAL: Digitally signed by Rodolfo Rosas s D ainrRodolfo Rosas Rodolfo Rosa , email=rosas@santa-ana.org,c=US Date:2026.07.20 14:18:55-07'00' Rodolfo Rosas, P.E. Acting Executive Director Public Works Agency Page 8 of 8 EXHIBIT A CITY OF SANTA ANA EXHIBIT 1 - SCOPE OF SERVICES 1. Description of Work: The City of Santa Ana is requesting proposals for the purpose of providing preventative maintenance service visits, on-call diagnostic and repair services, and emergency repair services to various generators within the City. The manufacturers of the City's existing generators include Caterpillar, Cummins, and Perkins. Proposers shall be fully experienced, licensed, and equipped to perform the work specified and required herein. All work performed shall be in compliance with the National Fire Protection Association (NFPA) 70 National Electrical Code, NFPA 110 Standard for Emergency, Standby Power Systems, and CaIOSHA safety requirements as well as other applicable federal, state, and local codes. The Contractor(s) shall provide all necessary labor, materials, tools, supervision, transportation and equipment to perform services specified herein. 2. Normal Operating Hours Monday through Friday, 7:00 AM to 5:00 PM Operating hours are subject to change and the City will communicate all changes in advance with the Contractor(s). 3. Emergency Service Request The Contractor(s) must be available to receive the City's emergency service request twenty- four (24) hours a day, seven (7) days a week. In the event of a generator failure or malfunction, the Contractor must respond within four (4) hours of receiving emergency service request from the City. The Contractor's service technician is required to be on-site to commence work within eight (8) hours of initial contact, if the event has been deemed by the City to be an emergency. The response time may be waived by the City if service can wait to be performed during the City's normal business hours. 4. Parts. Materials. and Warranties All parts, repairs, and/or fluid changing must be done with parts and fluids that meet or exceed the manufacturer's recommendations. All replacement parts shall be new and of the same quality and brand name as those being replaced; OEM parts are preferred. Substitutions will be permitted only with prior authorization from the City. Upon contract execution, the City will finalize the list and quantity of parts that the Contractors must have available on-hand at all times to avoid potential delays in performing the work required during the term of the contract. If the Contractor is unable to stock certain items at all times and must special order them on a project basis, they will submit the lead time for procurement to the City for review and approval. All material markup must not exceed 10% percent above Contractor's cost when charged back to the City. (9) CITY OF SANTA ANA All work performed will carry a minimum one-year warranty on parts and labor. The Contractors shall properly dispose of used oil, fluids, and filters generated by its services off-site, leaving the job site environmentally clean. 5. Price, Schedule, and Invoice Awarded Contractor(s) shall provide quotes and project schedules with pricing in accordance with their submitted rates upon request by the City. The quote will include, but is not limited to summary of anticipated tasks, anticipated project time of completion, hourly rate, rates for materials, and oversized equipment rates on a project by project basis for the City's review and approval. Any special materials as required for the work to be purchased by the Contractor may only occur after formal discussion and approved in writing by the City. Contractor(s) shall coordinate all scheduled services at least five (5) business days in advance with the City's Water Services Superintendent. Contractors shall invoice the City on a monthly basis for all work performed during the period or provide a one-time invoice at the completion of work issued. Each invoice shall include as information as required on the quote and be accompanied by a summary of tasks performed, results and progress on long-term tasks if any, and agreement number. 6. Preventative Maintenance All testing and maintenance services will be scheduled in advance with the City. Upon request from the City, the Contractor shall perform preventative maintenance as specified below. The Contractor shall maintain service reports on all maintenance and repairs, and shall provide a copy of the service report to the City upon request. In addition to Contractor's self- generated service reports, the Contractor is required to complete the City's own form and submit back to the City after work is completed. Contractor shall stop work and immediately notify City personnel of conditions that do not conform to applicable codes and/or pose a safety hazard should they encounter them while performing preventative maintenance. Contractor shall ensure all work performed on electrical power generation and transfer equipment shall be accomplished under the technical management of a qualified electrical licensed contractor. A. Tier I: Preventative Maintenance Services (refer to Attachment A-1: Fee Schedule) Contractor shall perform Tier I Preventative Maintenance Services and shall at a minimum include checking the following: i. Fuel (Check main and day tank fuel supply levels; day tank float switch; piping, hoses and connectors; operating fuel pressure; and for any obstructions to tank vents and overflow piping) ii. Lubrication system (Check for proper oil level and oil operating pressure; Tube oil heater) iii. Cooling system (Check coolant level, water pump(s), jacket water heater, belts, hoses, fan) iv. Exhaust system (Check drain condensate trap and for possible leakage) CITY OF SANTA ANA V. Battery System (Look for possible corrosion; check specific gravity, electrolyte level and battery charger — maintenance-free batteries require routine visual inspection and maintenance in accordance with manufacturer's instructions) vi. Electrical system (Conduct a general inspection of wiring and connections; check circuit breakers/fuses) vii. Prime Mover/Generator (Check for debris, foreign objects, loose or broken fittings; check guards and components; look for any unusual condition of vibration, leakage, noise, temperature or deterioration) viii. Thirty (30) Minute Load Test (Contractor shall carry out 30-minute generator load tests and run the generator at 30% for a minimum of 30 minutes. If a generator does not"pass" the load test consistently then Contractor will ask the City of Santa Ana if a resistive load bank test should be performed.) Within five (5) business days of completing a load test on a generator and maintenance inspection services, Contractor shall provide a completed Tier 1: Generator 30-Minute Load Test Form, the approved form is provided as Exhibit 6 to the City. The Contractor shall state all findings, along with a proposed scope of work and complete cost estimate for any recommended equipment repairs and/or replacement if necessary. Alternative reporting forms may be used if approved by the City. B. Tier II: Preventative Maintenance Service (refer to Attachment A-1: Fee Schedule) Contractor shall perform Tier II Preventative Maintenance Services and shall at a minimum include checking the items listed below. In addition to the items listed below and in Exhibit 7 Tier II Generator Inspection and Preventative Maintenance Checklist, the Tier II visit shall include a full change of engine oil and filter, along with a battery and coolant replacement if necessary, and an optional two (2) hours load bank test or a four (4) hours load bank test. When applicable, the Contractor shall perform automatic transfer switch (ATS) testing in accordance with current NFPA 110 standards. L COOLING SYSTEM 1. Inspect radiator exchanger 2. Check coolant level 3. Glycol check of coolant (freezing point) (Results must be turned in) 4. Inspect all hoses and connections 5. Inspect fan drive pulley and fan 6. Inspect fan belts 7. Check jacket water heater 8. Inspect water pump 9. Inspect thermostats ii. FUEL SYSTEM 1. Inspect fuel tank 2. Change fuel/water separator strainers 3. Inspect all fuel lines and connections 4. Inspect governor and controls 5. Change all fuel filters 6. Check fuel pressure 7. Test fuel in tanks for water(results must be turned in) CITY OF SANTA ANA iii. AIR INTAKE & EXHAUST SYSTEM 1. Change air filters as needed (At the discretion of the City) 2. Check air filter service indicator 3. Inspect air inlet system 4. Inspect turbocharger 5. Check exhaust manifold 6. Inspect exhaust system iv. ENGINE MONITORS & SAFETY CONTROLS 1. Check all gauges 2. Check all safety controls 3. Check remote enunciators & alarms v. LUBE OIL SYSTEM 1. Check oil level 2. Change all oil filters 3. Check oil pressure 4. Inspect crankcase breather 5. Check for any leaks 6. Take sample of existing oil (results must be turned in) 7. Change oil vi. STARTING SYSTEM 1. Inspect batteries, terminals & connections 2. Check specific gravity of batteries (results must be turned in) 3. Perform load test on batteries (results must be turned in) 4. Inspect battery charger 5. Inspect starting motor 6. Inspect alternator vii. GENERATOR 1. Inspect bearings 2. Check vibration isolators 3. Inspect control panel 4. Check start controls 5. Check voltmeter 6. Check ammeter 7. Check frequency meter 8. Check circuit breaker viii. TRANSFER SWITCH 1. Inspect all connections (retighten if necessary) 2. Inspect wiring for brittle or burn marks 3. Inspect all switches ix. LOAD BANK TEST 1. Option for a 2-Hour Load Test 2. Or an option for a 4-Hour Load Test ,wZ`R CITY OF SANTA ANA x. PROVIDE WRITTEN DOCUMENTATION OF ALL WORK PERFORMED 1. Oil Test Results (results must be turned in) 2. Diagnostic Procedures and Results Within five (5) business days of completing the Tier II Preventative Maintenance Service, the Contractor shall provide a completed Tier II: Generator Inspection and Preventative Maintenance Checklist Form, the approved form is provided as Exhibit 7 to the City. The Contractor shall state all findings, along with a proposed scope of work and complete cost estimate for any recommended equipment repairs and/or replacement if necessary. Alternative reporting forms may be used if approved by the City. 7. Automatic Transfer Switch (ATS) Contractor shall perform a visual inspection only of the Automatic Transfer Switch (ATS) associated with each City generator during scheduled maintenance visits. Contractor shall inspect the exterior and readily accessible portions of the ATS for visible signs of damage, corrosion, moisture intrusion, overheating, loose or missing hardware, abnormal indicator lights or alarms, and other observable deficiencies that may affect reliable operation. Contractor shall document all findings and notify the City of any conditions requiring further evaluation or corrective action. Contractor shall not perform ATS maintenance, repairs, installation, operational testing, exercising, switching, calibration, adjustments, or any work requiring manipulation of the ATS unless specifically authorized in writing by the City. 8. Fueling The City may, at its sole discretion, require the Contractor to provide fueling services for City generators as part of maintenance and repair activities or during emergency response situations. Contractor shall furnish and deliver fuel as directed by the City and shall provide documentation supporting the cost of fuel upon request. Fueling markup shall not exceed ten percent (10%) above the Contractor's actual cost when invoiced to the City. 9. On-Call Services Contractor shall provide on-call generator repair services for all City generators at an hourly rate that aligns with their submitted fee schedule(s). All repair services will require an estimate being submitted to the City for approval prior to any work being performed by the Contractor. A service report is to be completed by the Contractor's technician and the report is to be provided to City personnel upon completion of the request. Any on-call work carried out by the Contractor that requires taking a generator offline for testing or repairs requires prior approval from the City. Should a generator need to be taken offline temporarily, it may not be left unattended by the Contractor's personnel. The Contractor must remain on-site until the generator is successfully returned online to normal operation. Contractors must provide technical and engineering support upon request from the City for generators manufactured by but not limited to Caterpillar, Cummins, and Perkins. (9) CITY OF SANTA ANA 10. VALUE ADDED RELATED SERVICES Contractors may propose additional related services that the City has not specifically identified in this RFP to accomplish the stated goals of this RFP. Value added related services will be considered by the City and may or may not be incorporated in the agreement. EXHIBIT B ��RIw CITY OF SANTA ANA ATTACHMENT A-1 - FEE SCHEDULE Contractors shall complete Attachment A-1: Fee Schedule and provide pricing on a per visit basis in accordance with Tier I and Tier II Preventative Maintenance Services as specified in this RFP. Furthermore, Contractors shall submit their own fee schedule for additional labor, material and equipment rates as a separate form. This additional fee schedule shall list rates for all labor designations, equipment and materials. Cost for preventative maintenance services (Tiers I and II) must be inclusive of all labor, materials, tools, supervision, transportation, and equipment. Item Subtotal Tier Subtotal Tier I, No. Location UOM QTY Tier I Tier II I&II Tier II (add-on') II,&Add-On 1 Segerstrom Station EA 1 $580.00 $1065.00 $1645.00 $ 5450.00 $ 7095.00 2 West Station EA 1 $ $ $ $ $ 580.00 2034.00 2614.00 9448.00 12,062.00 3 East Station EA 1 $580.00 $2034.00 $2614.00 $ 9448.00 $12,062.00 4 John Garthe EA 1 $ $ $ $ $ Station 580.00 1305.00 1885.00 6052.00 7,937.00 5 Walnut Station EA 1 $870.00 $2720.00 $3590.00 $11838.00 $15,428.00 6 Maxine Station EA 1 $ $ $ $ $ 520.00 825.00 1345.00 3752.00 5,097.00 7 Well 40 EA 1 $580.00 $ 2034.00 $2614.00 $ 9448.00 $12,062.00 TOTAL $16,307.00 $55,436.0, $71,743.00 *Add-On Services are a full change of engine oil and filter, battery and coolant replacement, and a two (2) hours load bank test and a four (4) hours load bank test. Cost must be inclusive of all labor, materials, tools, supervision, transportation, and equipment. Please also provide unit pricing for each add-on service for Tier II based on generator by location. Item Segerstrom West East John Walnut Maxine No. Description Station Station Station Garthe Station Station Well 40 Station 8 Engine oil and filter $ $ $ $ chap a Includ din Tier II ervice$ $er co e in bid acket 9 Battery and coolant $3200.00 $5900.00 $5900.00 $3600.00 $6900.00 $1800.00 $5900.00 replacement 10 Two(2)hours load bank $1000.00 $1588.00 $1588.00 -'1050.00 $2188.00 $800.00 $1588.00 test 11 Four(4)hours load $1250.00 $1960.00 $1960.00 1402.00 $2750.00 $1152.00 $1960.00 bank test THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. (9) CITY OF SANTA ANA On-Call Repair Services 12 Hourly Rate HR 1 $210.00 13 OT Hourly Rate HR 1 $315.00 14 Weekends/Holidays Hourly Rate HR 1 $315.00 15 OT Weekends/Holidays Hourly Rate HR 1 $420.00 16 Trip Fee/Truck Charge EA 1 $210.00 THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. EXHIBIT C Contractor shall procure and maintain for the duration of the agreement, the following insurance coverages: MINIMUM SCOPE AND LIMIT OF INSURANCE Contractor shall maintain limits of insurance coverage in the following minimum amounts and shall be at least as broad as: • Commercial General Liability(CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal &advertising injury with limits no less than $1,000,000 per occurrence and $2,000,000 aggregate. • Automobile Liability (AL): Insurance Services Office Form CA 00 01 covering Code 1 (any auto), with combined single limits of $1,000,000. In the event Contractor does not maintain commercial automobile liability insurance, City will accept evidence of personal automobile insurance, provided that such policy is endorsed for business use and provides coverage with a minimum limit of $1,000,000. Required policy limits can be met with primary and umbrella/excess insurance policies. • Workers' Compensation (WC): as required by the State of California, with statutory limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident, per employee, per policy for bodily injury or disease. This requirement can be waived if Contractor has no employees. Contractor attests that its workers' compensation coverage extends to all persons who will be working with the City under the agreed scope of services. If Contractor maintains broader coverage and/or higher limits than the minimums shown above, City requires and shall be entitled to the broader coverage 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 City. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions: 1. CGL and AL policies: City of Santa Ana, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, equipment, and personnel furnished in connection with such work or operations. 2. CGL, AL, and WC policies: Insurance company(ies) agrees to waive all rights of subrogation against City, its City Council, its officers, officials, employees, agents, and volunteers for losses paid under the terms of any policy which arise from work performed by Contractor for City. 3. All required insurance policies: For any claims related to this contract, Contractor's insurance coverage shall be primary and any insurance maintained by City, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it. 4. All required insurance policies: A severability of interest provision must apply for all the additional insureds, ensuring that Contractor's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer's limits of liability. 5. Each insurance policy required herein shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits, non-renewed by the carrier, or materially changed except after thirty (30) days prior written notice has been given to City. Ten (10) days prior written notice shall be provided to City for policy cancellation or non-renewal due to non-payment. 6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention: Jaime Arias, 215 S. Center St., M-85, Santa Ana, CA 92703. The name and location of the event should be included in the Description of Operations section of each certificate. Self-Insured Retentions Self-insured retentions must be declared to and approved by the City. City may require Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the state of California with a current A.M. Best rating of no less than A:VII, unless otherwise acceptable to City. Verification of Coverage Contractor shall furnish City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to Entity before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Contractor's obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Claims Made Policies If any of the required policies provide coverage on a claims-made basis: 1. The retroactive date must be shown and must be before the date of the contract or the beginning of work. 2. Insurance must be maintained and evidence of insurance must be provided for at least three (3) years after completion of work. 3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective date, Contractor must purchase "extended reporting" coverage for a minimum of three (3) years after completion of work. Subcontractors Contractor shall require and verify that all sub-contractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from sub-contractors. Special Risks or Circumstances City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. Exhibit 3 AGREEMENT WITH QUINN POWER SYSTEMS TO PROVIDE ON-CALL WATER GENERATOR MAINTENANCE AND REPAIR SERVICES FOR THE CITY OF SANTA ANA THIS AGREEMENT is made and entered into on this 4ch day of August, 2026 by and between Quinn Company dba Quinn Power Systems ("Contractor"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California("City"). RECITALS A. On June 2, 2026 the City issued Request for Proposals No. 26-075, by which it sought Contractors to provide on-call generator maintenance and repair services on behalf of the City of Santa Ana's Public Works Agency. B. Contractor submitted a responsive proposal that was among those selected by the City. Contractor represents that it is able and willing to provide the services described in the scope of work that was included in RFP No. 26-075. C. Contractor was selected as one of four (4) vendors which qualified for this engagement. Only those Contractors approved by the City Council on August 4, 2026 shall be eligible to be engaged by the City for these services D. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Contractor shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Exhibit A, attached hereto and incorporated by reference. 2. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Contractor shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit B. Contractor is one of four (4) Contractors selected under RFP 26-075. The total aggregate compensation amount shall not exceed Five Hundred and Seventy-Five Thousand($575,000) during the term of the Agreement, including any extension periods. Page 1 of 8 b. Payment by City shall be made within forty-five(45)days following receipt of proposer invoice evidencing work performed, subject to City accounting procedures. Payment need not to be made for work which fails to meet the standards of performance set forth in the Recitals and Scope of Work, which may reasonably be expected by City. 3. TERM This Agreement shall commence on August 4, 2026 for a one-year term with the option for the City to grant up to four(4), one-year extensions, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, below. 4. INDEPENDENT CONTRACTOR Contractor shall, during the entire term of this Agreement, be construed to be an independent Contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes,which are prepared or caused to be prepared by Contractor under this Agreement ("Documents & Data"). Contractor shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. INSURANCE Insurance requirements are attached hereto as Exhibit C and incorporated by reference. Page 2 of 8 7. INDEMNIFICATION Contractor agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1)for personal injury, damages,just compensation, restitution,judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Contractor, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement, provided, however, that such indemnity shall not apply to the extent such claims arise from the active negligence or willful misconduct of the City, its officers, agents, employees, contractors, or representatives; and (2) from any claim that personal injury, damages, just compensation, restitution,judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution,judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Contractor's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Contractor shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent,trademark, or copyright infringement,including costs, contained in the work product or documents provided by Contractor to the City pursuant to this Agreement. 9. RECORDS Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement. Page 3 of 8 10. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the salve degree of care it uses to protect its own information of like importance,but in no event less than reasonable care. "Confidential Information"shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that(a)has been disclosed in publicly available sources; (b)is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE a. Contractor covenants that it presently has no interests and shall not have interests,direct or indirect,which would conflict in any manner with performance of services specified under this Agreement. b. No immediate family members of either the Mayor, City Council Member, or any appointed City Official, including appointed board and commission members, as defined under the City's Municipal Code, whose position with the City shall award or influence the award of this Agreement, or any competing contract or amendment thereof, shall be employed in any capacity by the Contractor or have any other direct or indirect financial benefit or interest in this Agreement. c. The section also prohibits the awarding of any agreement, contract, grant, or any amendment to those awards, to any former full-time employee for one-year from date of employee separation except for any Ca1PERS retiree as authorized by City Council resolution d. The Contractor must comply with all conflict of interest laws, ordinances, and regulations now in effect or hereafter to be enacted during the term of this Agreement. The Contractor warrants that it is not now aware of any facts which conflict with the prohibitions defined above. If the Contractor hereafter becomes aware of any facts that might reasonably be expected to create a conflict of interest, it must immediately make full written disclosure of such facts to the City. Full written disclosure must include, but is not limited to, identification of all persons implicated and a complete description of all relevant circumstances. Failure to comply with the provisions of this paragraph will be a material breach of this Agreement. e. Contractor covenants that none of its directors, officers, employees, or agents shall Page 4 of 8 participate in selecting or administrating any subcontract supported(in whole or in part) by City funds stemming from the Agreement where the awarding of the subcontract has any direct or indirect financial benefit or interest to any individual, as defined in subsections (b) and(c) above. 12. NON-DISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable taw, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Contractor retained by City. 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Contractor to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Page 5 of 8 Contractor consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure,right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar,nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. JURISDICTION-VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. PROFESSIONAL LICENSES Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 19. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: City Clerk City of Santa Ana 20 Civic Center Plaza(M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 Page 6 of 8 With courtesy copies to: Executive Director, Public Works Agency City of Santa Ana 20 Civic Center Plaza(M-21) P.O. Box 1988 Santa Ana, California 92702 To Contractor: Quinn Company dba Quinn Power Systems Attn: Rayden King 3500 Shepherd St. City of Industry, CA 90601 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24)hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. [Signature Page to Follow] Page 7 of 8 SIGNATURE PAGE TO AGREEMENT WITH QUINN POWER SYSTEMS TO PROVIDE ON-CALL WATER GENERATOR MAINTENANCE AND REPAIR SERVICES FOR THE CITY OF SANTA ANA IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA Jennifer L. Hall Alvaro Nunez City Clerk City Manager APPROVED AS TO FORM: SONIA R. CARVALHO QUINN COMPANY DBA QUINN City Attorney POWER SYSTEMS By: /' 'i' / 11(44mIlam Kyle ellesen Kris Paluzzi Assistant City Attorney VP & CFO RECOMMENDED FOR APPROVAL: t Digitally signed by Rodolfo Rosas RO�OI I O RO��� —N Rodolfo Rosas,email=rrosas@sana- org,I us Date:2026.07.20 14:20:02-07'00' Rodolfo Rosas, P.E. Acting Executive Director Public Works Agency Page 8 of 8 EXHIBIT A CITY OF SANTA ANA EXHIBIT 1 - SCOPE OF SERVICES 1. Description of Work: The City of Santa Ana is requesting proposals for the purpose of providing preventative maintenance service visits, on-call diagnostic and repair services, and emergency repair services to various generators within the City. The manufacturers of the City's existing generators include Caterpillar, Cummins, and Perkins. Proposers shall be fully experienced, licensed, and equipped to perform the work specified and required herein. All work performed shall be in compliance with the National Fire Protection Association (NFPA) 70 National Electrical Code, NFPA 110 Standard for Emergency, Standby Power Systems, and CaIOSHA safety requirements as well as other applicable federal, state, and local codes. The Contractor(s) shall provide all necessary labor, materials, tools, supervision, transportation and equipment to perform services specified herein. 2. Normal Operating Hours Monday through Friday, 7:00 AM to 5:00 PM Operating hours are subject to change and the City will communicate all changes in advance with the Contractor(s). 3. Emergency Service Request The Contractor(s) must be available to receive the City's emergency service request twenty- four (24) hours a day, seven (7) days a week. In the event of a generator failure or malfunction, the Contractor must respond within four (4) hours of receiving emergency service request from the City. The Contractor's service technician is required to be on-site to commence work within eight (8) hours of initial contact, if the event has been deemed by the City to be an emergency. The response time may be waived by the City if service can wait to be performed during the City's normal business hours. 4. Parts. Materials. and Warranties All parts, repairs, and/or fluid changing must be done with parts and fluids that meet or exceed the manufacturer's recommendations. All replacement parts shall be new and of the same quality and brand name as those being replaced; OEM parts are preferred. Substitutions will be permitted only with prior authorization from the City. Upon contract execution, the City will finalize the list and quantity of parts that the Contractors must have available on-hand at all times to avoid potential delays in performing the work required during the term of the contract. If the Contractor is unable to stock certain items at all times and must special order them on a project basis, they will submit the lead time for procurement to the City for review and approval. All material markup must not exceed 10% percent above Contractor's cost when charged back to the City. (9) CITY OF SANTA ANA All work performed will carry a minimum one-year warranty on parts and labor. The Contractors shall properly dispose of used oil, fluids, and filters generated by its services off-site, leaving the job site environmentally clean. 5. Price, Schedule, and Invoice Awarded Contractor(s) shall provide quotes and project schedules with pricing in accordance with their submitted rates upon request by the City. The quote will include, but is not limited to summary of anticipated tasks, anticipated project time of completion, hourly rate, rates for materials, and oversized equipment rates on a project by project basis for the City's review and approval. Any special materials as required for the work to be purchased by the Contractor may only occur after formal discussion and approved in writing by the City. Contractor(s) shall coordinate all scheduled services at least five (5) business days in advance with the City's Water Services Superintendent. Contractors shall invoice the City on a monthly basis for all work performed during the period or provide a one-time invoice at the completion of work issued. Each invoice shall include as information as required on the quote and be accompanied by a summary of tasks performed, results and progress on long-term tasks if any, and agreement number. 6. Preventative Maintenance All testing and maintenance services will be scheduled in advance with the City. Upon request from the City, the Contractor shall perform preventative maintenance as specified below. The Contractor shall maintain service reports on all maintenance and repairs, and shall provide a copy of the service report to the City upon request. In addition to Contractor's self- generated service reports, the Contractor is required to complete the City's own form and submit back to the City after work is completed. Contractor shall stop work and immediately notify City personnel of conditions that do not conform to applicable codes and/or pose a safety hazard should they encounter them while performing preventative maintenance. Contractor shall ensure all work performed on electrical power generation and transfer equipment shall be accomplished under the technical management of a qualified electrical licensed contractor. A. Tier I: Preventative Maintenance Services (refer to Attachment A-1: Fee Schedule) Contractor shall perform Tier I Preventative Maintenance Services and shall at a minimum include checking the following: i. Fuel (Check main and day tank fuel supply levels; day tank float switch; piping, hoses and connectors; operating fuel pressure; and for any obstructions to tank vents and overflow piping) ii. Lubrication system (Check for proper oil level and oil operating pressure; Tube oil heater) iii. Cooling system (Check coolant level, water pump(s), jacket water heater, belts, hoses, fan) iv. Exhaust system (Check drain condensate trap and for possible leakage) CITY OF SANTA ANA V. Battery System (Look for possible corrosion; check specific gravity, electrolyte level and battery charger — maintenance-free batteries require routine visual inspection and maintenance in accordance with manufacturer's instructions) vi. Electrical system (Conduct a general inspection of wiring and connections; check circuit breakers/fuses) vii. Prime Mover/Generator (Check for debris, foreign objects, loose or broken fittings; check guards and components; look for any unusual condition of vibration, leakage, noise, temperature or deterioration) viii. Thirty (30) Minute Load Test (Contractor shall carry out 30-minute generator load tests and run the generator at 30% for a minimum of 30 minutes. If a generator does not"pass" the load test consistently then Contractor will ask the City of Santa Ana if a resistive load bank test should be performed.) Within five (5) business days of completing a load test on a generator and maintenance inspection services, Contractor shall provide a completed Tier 1: Generator 30-Minute Load Test Form, the approved form is provided as Exhibit 6 to the City. The Contractor shall state all findings, along with a proposed scope of work and complete cost estimate for any recommended equipment repairs and/or replacement if necessary. Alternative reporting forms may be used if approved by the City. B. Tier II: Preventative Maintenance Service (refer to Attachment A-1: Fee Schedule) Contractor shall perform Tier II Preventative Maintenance Services and shall at a minimum include checking the items listed below. In addition to the items listed below and in Exhibit 7 Tier II Generator Inspection and Preventative Maintenance Checklist, the Tier II visit shall include a full change of engine oil and filter, along with a battery and coolant replacement if necessary, and an optional two (2) hours load bank test or a four (4) hours load bank test. When applicable, the Contractor shall perform automatic transfer switch (ATS) testing in accordance with current NFPA 110 standards. L COOLING SYSTEM 1. Inspect radiator exchanger 2. Check coolant level 3. Glycol check of coolant (freezing point) (Results must be turned in) 4. Inspect all hoses and connections 5. Inspect fan drive pulley and fan 6. Inspect fan belts 7. Check jacket water heater 8. Inspect water pump 9. Inspect thermostats ii. FUEL SYSTEM 1. Inspect fuel tank 2. Change fuel/water separator strainers 3. Inspect all fuel lines and connections 4. Inspect governor and controls 5. Change all fuel filters 6. Check fuel pressure 7. Test fuel in tanks for water(results must be turned in) CITY OF SANTA ANA iii. AIR INTAKE & EXHAUST SYSTEM 1. Change air filters as needed (At the discretion of the City) 2. Check air filter service indicator 3. Inspect air inlet system 4. Inspect turbocharger 5. Check exhaust manifold 6. Inspect exhaust system iv. ENGINE MONITORS & SAFETY CONTROLS 1. Check all gauges 2. Check all safety controls 3. Check remote enunciators & alarms v. LUBE OIL SYSTEM 1. Check oil level 2. Change all oil filters 3. Check oil pressure 4. Inspect crankcase breather 5. Check for any leaks 6. Take sample of existing oil (results must be turned in) 7. Change oil vi. STARTING SYSTEM 1. Inspect batteries, terminals & connections 2. Check specific gravity of batteries (results must be turned in) 3. Perform load test on batteries (results must be turned in) 4. Inspect battery charger 5. Inspect starting motor 6. Inspect alternator vii. GENERATOR 1. Inspect bearings 2. Check vibration isolators 3. Inspect control panel 4. Check start controls 5. Check voltmeter 6. Check ammeter 7. Check frequency meter 8. Check circuit breaker viii. TRANSFER SWITCH 1. Inspect all connections (retighten if necessary) 2. Inspect wiring for brittle or burn marks 3. Inspect all switches ix. LOAD BANK TEST 1. Option for a 2-Hour Load Test 2. Or an option for a 4-Hour Load Test CITY OF SANTA ANA x. PROVIDE WRITTEN DOCUMENTATION OF ALL WORK PERFORMED 1. Oil Test Results (results must be turned in) 2. Diagnostic Procedures and Results Within five (5) business days of completing the Tier II Preventative Maintenance Service, the Contractor shall provide a completed Tier II: Generator Inspection and Preventative Maintenance Checklist Form, the approved form is provided as Exhibit 7 to the City. The Contractor shall state all findings, along with a proposed scope of work and complete cost estimate for any recommended equipment repairs and/or replacement if necessary. Alternative reporting forms may be used if approved by the City. 7. Automatic Transfer Switch (ATS) Contractor shall perform a visual inspection only of the Automatic Transfer Switch (ATS) associated with each City generator during scheduled maintenance visits. Contractor shall inspect the exterior and readily accessible portions of the ATS for visible signs of damage, corrosion, moisture intrusion, overheating, loose or missing hardware, abnormal indicator lights or alarms, and other observable deficiencies that may affect reliable operation. Contractor shall document all findings and notify the City of any conditions requiring further evaluation or corrective action. Contractor shall not perform ATS maintenance, repairs, installation, operational testing, exercising, switching, calibration, adjustments, or any work requiring manipulation of the ATS unless specifically authorized in writing by the City. 8. Fueling The City may, at its sole discretion, require the Contractor to provide fueling services for City generators as part of maintenance and repair activities or during emergency response situations. Contractor shall furnish and deliver fuel as directed by the City and shall provide documentation supporting the cost of fuel upon request. Fueling markup shall not exceed ten percent (10%) above the Contractor's actual cost when invoiced to the City. 9. On-Call Services Contractor shall provide on-call generator repair services for all City generators at an hourly rate that aligns with their submitted fee schedule(s). All repair services will require an estimate being submitted to the City for approval prior to any work being performed by the Contractor. A service report is to be completed by the Contractor's technician and the report is to be provided to City personnel upon completion of the request. Any on-call work carried out by the Contractor that requires taking a generator offline for testing or repairs requires prior approval from the City. Should a generator need to be taken offline temporarily, it may not be left unattended by the Contractor's personnel. The Contractor must remain on-site until the generator is successfully returned online to normal operation. Contractors must provide technical and engineering support upon request from the City for generators manufactured by but not limited to Caterpillar, Cummins, and Perkins. (9) CITY OF SANTA ANA 10. VALUE ADDED RELATED SERVICES Contractors may propose additional related services that the City has not specifically identified in this RFP to accomplish the stated goals of this RFP. Value added related services will be considered by the City and may or may not be incorporated in the agreement. EXHIBIT B w'4 CITY OF SANTA ANA ATTACHMENT A-1 - FEE SCHEDULE Contractors shall complete Attachment A-1: Fee Schedule and provide pricing on a per visit basis in accordance with Tier I and Tier II Preventative Maintenance Services as specified in this RFP. Furthermore, Contractors shall submit their own fee schedule for additional labor, material and equipment rates as a separate form. This additional fee schedule shall list rates for all labor designations, equipment and materials. Cost for preventative maintenance services (Tiers I and II) must be inclusive of all labor, materials, tools, supervision, transportation, and equipment. Item Subtotal Tier Subtotal Tier I, No. Location UOM OTY Tier I Tier II 1&II Tier II(add-on') 11, &Add-On 1 Segerstrom Station EA 1 $525 $2,700 $3,225 $11,000 $14,225 2 West Station EA 1 $525 $4,042 $4,567 $18,842 $23,409 3 East Station EA 1 $525 $4,042 $4,567 18,842 $23,409 4 John Garthe EA 1 $ $ $ $ Station 525 3,970 4,495 16,820 21,315 5 Walnut Station EA 1 $525 $4,760 $5,285 19,210 $24,495 6 Maxine Station EA 1 $525 $2,500 $3,025 9,250 $12,275 7 Well 40 EA 1 $525 $5,220 $5,745 20,020 $25,765 TOTAL $30,909 113,984 $ 144,893 *Add-On Services are a full change of engine oil and filter, battery and coolant replacement, and a two (2) hours load bank test and a four (4) hours load bank test. Cost must be inclusive of all labor, materials, tools, supervision, transportation, and equipment. Please also provide unit pricing for each add-on service for Tier II based on generator by location. Item Segerstrom West East John Walnut Maxine No. Description Station Station Station Garthe Station Station Well40 Station 8 Engine oil and filter $1,450 $2,792 $2,792 $3,970 $3,510 $1,250 $3,970 change 9 Battery and coolant $4,000 $8,900 $8,900 $5,700 $6,500 $3,500 $8,900 replacement 10 Two(2)hours load bank $2,500 $3,300 $3,300 $3,300 $4,250 $2,000 $3,300 test 11 Four(4)hours load $3,050 $3,850 $3,850 $3,850 $4,950 $2,500 $3,850 bank test THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. (2) CITY OF SANTA ANA On-Call Repair Services 12 Hourly Rate HR 1 $275 13 OT Hourly Rate HR 1 $412.50 14 Weekends/Holidays Hourly Rate HR 1 $412.50 / 525 15 OT Weekends/Holidays Hourly Rate HR 1 $525 16 Trip Fee/Truck Charge EA 1 $N/A THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. EXHIBIT C Contractor shall procure and maintain for the duration of the agreement, the following insurance coverages: MINIMUM SCOPE AND LIMIT OF INSURANCE Contractor shall maintain limits of insurance coverage in the following minimum amounts and shall be at least as broad as: • Commercial General Liability(CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal &advertising injury with limits no less than $1,000,000 per occurrence and $2,000,000 aggregate. • Automobile Liability (AL): Insurance Services Office Form CA 00 01 covering Code 1 (any auto), with combined single limits of $1,000,000. In the event Contractor does not maintain commercial automobile liability insurance, City will accept evidence of personal automobile insurance, provided that such policy is endorsed for business use and provides coverage with a minimum limit of $1,000,000. Required policy limits can be met with primary and umbrella/excess insurance policies. • Workers' Compensation (WC): as required by the State of California, with statutory limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident, per employee, per policy for bodily injury or disease. This requirement can be waived if Contractor has no employees. Contractor attests that its workers' compensation coverage extends to all persons who will be working with the City under the agreed scope of services. If Contractor maintains broader coverage and/or higher limits than the minimums shown above, City requires and shall be entitled to the broader coverage 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 City. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions: 1. CGL and AL policies: City of Santa Ana, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, equipment, and personnel furnished in connection with such work or operations. 2. CGL, AL, and WC policies: Insurance company(ies) agrees to waive all rights of subrogation against City, its City Council, its officers, officials, employees, agents, and volunteers for losses paid under the terms of any policy which arise from work performed by Contractor for City. 3. All required insurance policies: For any claims related to this contract, Contractor's insurance coverage shall be primary and any insurance maintained by City, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it. 4. All required insurance policies: A severability of interest provision must apply for all the additional insureds, ensuring that Contractor's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer's limits of liability. 5. Each insurance policy required herein shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits, non-renewed by the carrier, or materially changed except after thirty (30) days prior written notice has been given to City. Ten (10) days prior written notice shall be provided to City for policy cancellation or non-renewal due to non-payment. 6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention: Jaime Arias, 215 S. Center St., M-85, Santa Ana, CA 92703. The name and location of the event should be included in the Description of Operations section of each certificate. Self-Insured Retentions Self-insured retentions must be declared to and approved by the City. City may require Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the state of California with a current A.M. Best rating of no less than A:VII, unless otherwise acceptable to City. Verification of Coverage Contractor shall furnish City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to Entity before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Contractor's obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Claims Made Policies If any of the required policies provide coverage on a claims-made basis: 1. The retroactive date must be shown and must be before the date of the contract or the beginning of work. 2. Insurance must be maintained and evidence of insurance must be provided for at least three (3) years after completion of work. 3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective date, Contractor must purchase "extended reporting" coverage for a minimum of three (3) years after completion of work. Subcontractors Contractor shall require and verify that all sub-contractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from sub-contractors. Special Risks or Circumstances City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. Exhibit 4 AGREEMENT WITH WEST COAST ENERGY SYSTEMS, LLC TO PROVIDE ON CALL GENERATOR MAINTENANCE AND REPAIR SERVICES FOR THE CITY OF SANTA ANA THIS AGREEMENT is made and entered into on this 4ch day of August, 2026 by and between West Coast Energy Systems, LLC ("Contractor"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California("City"). RECITALS A. On June 2, 2026 the City issued Request for Proposals No. 26-075, by which it sought Contractors to provide on-call generator maintenance and repair services on behalf of the City of Santa Ana's Public Works Agency. B. Contractor submitted a responsive proposal that was among those selected by the City. Contractor represents that it is able and willing to provide the services described in the scope of work that was included in RFP No. 26-075. C. Contractor was selected as one of four (4) vendors which qualified for this engagement. Only those Contractors approved by the City Council on August 4, 2026 shall be eligible to be engaged by the City for these services. C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Contractor shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Exhibit A, attached hereto and incorporated by reference. 2. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Contractor shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit B. Contractor is one of four (4) Contractors selected under RFP 26-075. The total aggregate compensation amount shall not exceed Five Hundred and Seventy-Five Thousand($575,000) during the term of the Agreement, including any extension periods. Page 1 of 8 b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. City and Contractor agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH)transfers. Contractor agrees to execute the City's standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Contractor's account(s) with financial institutions. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on August 4, 2026 for a one-year term with the option for the City to grant up to four(4), one-year extensions, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, below. 4. INDEPENDENT CONTRACTOR Contractor shall, during the entire term of this Agreement, be construed to be an independent Contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes,which are prepared or caused to be prepared by Contractor under this Agreement ("Documents & Data"). Contractor shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. Page 2 of 8 6. INSURANCE Insurance requirements are attached hereto as Exhibit C and incorporated by reference. 7. INDEMNIFICATION Contractor agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1)for personal injury, damages,just compensation,restitution,judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Contractor, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and(2) from any claim that personal injury, damages,just compensation, restitution,judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages,just compensation,restitution,judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution,judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding.Notwithstanding the foregoing, to the extent Contractor's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Contractor shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent,trademark, or copyright infringement,including costs,contained in the work product or documents provided by Contractor to the City pursuant to this Agreement. 9. RECORDS Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years Page 3 of 8 from the date of final payment to Contractor under this Agreement. 10. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance,but in no event less than reasonable care. "Confidential Information"shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that(a)has been disclosed in publicly available sources; (b)is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE a. Contractor covenants that it presently has no interests and shall not have interests,direct or indirect,which would conflict in any manner with performance of services specified under this Agreement. b. No immediate family members of either the Mayor, City Council Member, or any appointed City Official, including appointed board and commission members, as defined under the City's Municipal Code, whose position with the City shall award or influence the award of this Agreement, or any competing contract or amendment thereof, shall be employed in any capacity by the Contractor or have any other direct or indirect financial benefit or interest in this Agreement. c. The section also prohibits the awarding of any agreement, contract, grant, or any amendment to those awards, to any former full-time employee for one-year from date of employee separation except for any CalPERS retiree as authorized by City Council resolution d. The Contractor must comply with all conflict of interest laws, ordinances, and regulations now in effect or hereafter to be enacted during the term of this Agreement. The Contractor warrants that it is not now aware of any facts which conflict with the prohibitions defined above. If the Contractor hereafter becomes aware of any facts that might reasonably be expected to create a conflict of interest, it must immediately make full written disclosure of such facts to the City. Full written disclosure must include, but is not limited to, identification of all persons implicated and a complete description of all relevant circumstances. Failure to comply with the provisions of this paragraph will be a material breach of this Agreement. Page 4 of 8 e. Contractor covenants that none of its directors, officers, employees, or agents shall participate in selecting or administrating any subcontract supported(in whole or in part) by City funds stemming from the Agreement where the awarding of the subcontract has any direct or indirect financial benefit or interest to any individual, as defined in subsections (b) and(c) above. 12. NON-DISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Contractor retained by City. 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Contractor to Page 5 of 8 deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure,right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. JURISDICTION-VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. PROFESSIONAL LICENSES Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 19. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: City Clerk City of Santa Ana 20 Civic Center Plaza(M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Page 6 of 8 Fax: 714- 647-6956 With courtesy copies to: Executive Director, Public Works Agency City of Santa Ana 20 Civic Center Plaza(M-21) P.O. Box 1988 Santa Ana, California 92702 To Contractor: West Coast Energy Systems, LLC Attn: Andrew Barth Director of Aftermarket Sales &Rentals 7 Latitude Way Corona, CA 92881 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. [Signature Page to Follow] Page 7 of 8 SIGNATURE PAGE TO AGREEMENT WITH WEST COAST ENERGY SYSTEMS,LLC TO PROVIDE ON CALL GENERATOR MAINTENANCE AND REPAIR SERVICES FOR THE CITY OF SANTA ANA IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA Jennifer L. Hall Alvaro Nunez City Clerk City Manager APPROVED AS TO FORM: SONIA R. CARVALHO WEST COAST ENERGY SYSTEMS, City Attorney LLC By: 6 Kyle llesen Andrew Barth Assistant City Attorney Director of Aftermarket Sales & Rentals RECOMMENDED FOR APPROVAL: DN en Digitally signed by Rod olfo Rosas Rodolfo Rosas""i""odolfoRosas."mall.... =�=anta- a.org,—U5 Date:2026,07.20 14:22:14-07'00' Rodolfo Rosas, P.E. Acting Executive Director Public Works Agency Page 8 of 8 EXHIBIT A CITY OF SANTA ANA EXHIBIT 1 - SCOPE OF SERVICES 1. Description of Work: The City of Santa Ana is requesting proposals for the purpose of providing preventative maintenance service visits, on-call diagnostic and repair services, and emergency repair services to various generators within the City. The manufacturers of the City's existing generators include Caterpillar, Cummins, and Perkins. Proposers shall be fully experienced, licensed, and equipped to perform the work specified and required herein. All work performed shall be in compliance with the National Fire Protection Association (NFPA) 70 National Electrical Code, NFPA 110 Standard for Emergency, Standby Power Systems, and CaIOSHA safety requirements as well as other applicable federal, state, and local codes. The Contractor(s) shall provide all necessary labor, materials, tools, supervision, transportation and equipment to perform services specified herein. 2. Normal Operating Hours Monday through Friday, 7:00 AM to 5:00 PM Operating hours are subject to change and the City will communicate all changes in advance with the Contractor(s). 3. Emergency Service Request The Contractor(s) must be available to receive the City's emergency service request twenty- four (24) hours a day, seven (7) days a week. In the event of a generator failure or malfunction, the Contractor must respond within four (4) hours of receiving emergency service request from the City. The Contractor's service technician is required to be on-site to commence work within eight (8) hours of initial contact, if the event has been deemed by the City to be an emergency. The response time may be waived by the City if service can wait to be performed during the City's normal business hours. 4. Parts. Materials. and Warranties All parts, repairs, and/or fluid changing must be done with parts and fluids that meet or exceed the manufacturer's recommendations. All replacement parts shall be new and of the same quality and brand name as those being replaced; OEM parts are preferred. Substitutions will be permitted only with prior authorization from the City. Upon contract execution, the City will finalize the list and quantity of parts that the Contractors must have available on-hand at all times to avoid potential delays in performing the work required during the term of the contract. If the Contractor is unable to stock certain items at all times and must special order them on a project basis, they will submit the lead time for procurement to the City for review and approval. All material markup must not exceed 10% percent above Contractor's cost when charged back to the City. (9) CITY OF SANTA ANA All work performed will carry a minimum one-year warranty on parts and labor. The Contractors shall properly dispose of used oil, fluids, and filters generated by its services off-site, leaving the job site environmentally clean. 5. Price, Schedule, and Invoice Awarded Contractor(s) shall provide quotes and project schedules with pricing in accordance with their submitted rates upon request by the City. The quote will include, but is not limited to summary of anticipated tasks, anticipated project time of completion, hourly rate, rates for materials, and oversized equipment rates on a project by project basis for the City's review and approval. Any special materials as required for the work to be purchased by the Contractor may only occur after formal discussion and approved in writing by the City. Contractor(s) shall coordinate all scheduled services at least five (5) business days in advance with the City's Water Services Superintendent. Contractors shall invoice the City on a monthly basis for all work performed during the period or provide a one-time invoice at the completion of work issued. Each invoice shall include as information as required on the quote and be accompanied by a summary of tasks performed, results and progress on long-term tasks if any, and agreement number. 6. Preventative Maintenance All testing and maintenance services will be scheduled in advance with the City. Upon request from the City, the Contractor shall perform preventative maintenance as specified below. The Contractor shall maintain service reports on all maintenance and repairs, and shall provide a copy of the service report to the City upon request. In addition to Contractor's self- generated service reports, the Contractor is required to complete the City's own form and submit back to the City after work is completed. Contractor shall stop work and immediately notify City personnel of conditions that do not conform to applicable codes and/or pose a safety hazard should they encounter them while performing preventative maintenance. Contractor shall ensure all work performed on electrical power generation and transfer equipment shall be accomplished under the technical management of a qualified electrical licensed contractor. A. Tier I: Preventative Maintenance Services (refer to Attachment A-1: Fee Schedule) Contractor shall perform Tier I Preventative Maintenance Services and shall at a minimum include checking the following: i. Fuel (Check main and day tank fuel supply levels; day tank float switch; piping, hoses and connectors; operating fuel pressure; and for any obstructions to tank vents and overflow piping) ii. Lubrication system (Check for proper oil level and oil operating pressure; Tube oil heater) iii. Cooling system (Check coolant level, water pump(s), jacket water heater, belts, hoses, fan) iv. Exhaust system (Check drain condensate trap and for possible leakage) CITY OF SANTA ANA V. Battery System (Look for possible corrosion; check specific gravity, electrolyte level and battery charger — maintenance-free batteries require routine visual inspection and maintenance in accordance with manufacturer's instructions) vi. Electrical system (Conduct a general inspection of wiring and connections; check circuit breakers/fuses) vii. Prime Mover/Generator (Check for debris, foreign objects, loose or broken fittings; check guards and components; look for any unusual condition of vibration, leakage, noise, temperature or deterioration) viii. Thirty (30) Minute Load Test (Contractor shall carry out 30-minute generator load tests and run the generator at 30% for a minimum of 30 minutes. If a generator does not"pass" the load test consistently then Contractor will ask the City of Santa Ana if a resistive load bank test should be performed.) Within five (5) business days of completing a load test on a generator and maintenance inspection services, Contractor shall provide a completed Tier 1: Generator 30-Minute Load Test Form, the approved form is provided as Exhibit 6 to the City. The Contractor shall state all findings, along with a proposed scope of work and complete cost estimate for any recommended equipment repairs and/or replacement if necessary. Alternative reporting forms may be used if approved by the City. B. Tier II: Preventative Maintenance Service (refer to Attachment A-1: Fee Schedule) Contractor shall perform Tier II Preventative Maintenance Services and shall at a minimum include checking the items listed below. In addition to the items listed below and in Exhibit 7 Tier II Generator Inspection and Preventative Maintenance Checklist, the Tier II visit shall include a full change of engine oil and filter, along with a battery and coolant replacement if necessary, and an optional two (2) hours load bank test or a four (4) hours load bank test. When applicable, the Contractor shall perform automatic transfer switch (ATS) testing in accordance with current NFPA 110 standards. L COOLING SYSTEM 1. Inspect radiator exchanger 2. Check coolant level 3. Glycol check of coolant (freezing point) (Results must be turned in) 4. Inspect all hoses and connections 5. Inspect fan drive pulley and fan 6. Inspect fan belts 7. Check jacket water heater 8. Inspect water pump 9. Inspect thermostats ii. FUEL SYSTEM 1. Inspect fuel tank 2. Change fuel/water separator strainers 3. Inspect all fuel lines and connections 4. Inspect governor and controls 5. Change all fuel filters 6. Check fuel pressure 7. Test fuel in tanks for water(results must be turned in) CITY OF SANTA ANA iii. AIR INTAKE & EXHAUST SYSTEM 1. Change air filters as needed (At the discretion of the City) 2. Check air filter service indicator 3. Inspect air inlet system 4. Inspect turbocharger 5. Check exhaust manifold 6. Inspect exhaust system iv. ENGINE MONITORS & SAFETY CONTROLS 1. Check all gauges 2. Check all safety controls 3. Check remote enunciators & alarms v. LUBE OIL SYSTEM 1. Check oil level 2. Change all oil filters 3. Check oil pressure 4. Inspect crankcase breather 5. Check for any leaks 6. Take sample of existing oil (results must be turned in) 7. Change oil vi. STARTING SYSTEM 1. Inspect batteries, terminals & connections 2. Check specific gravity of batteries (results must be turned in) 3. Perform load test on batteries (results must be turned in) 4. Inspect battery charger 5. Inspect starting motor 6. Inspect alternator vii. GENERATOR 1. Inspect bearings 2. Check vibration isolators 3. Inspect control panel 4. Check start controls 5. Check voltmeter 6. Check ammeter 7. Check frequency meter 8. Check circuit breaker viii. TRANSFER SWITCH 1. Inspect all connections (retighten if necessary) 2. Inspect wiring for brittle or burn marks 3. Inspect all switches ix. LOAD BANK TEST 1. Option for a 2-Hour Load Test 2. Or an option for a 4-Hour Load Test CITY OF SANTA ANA x. PROVIDE WRITTEN DOCUMENTATION OF ALL WORK PERFORMED 1. Oil Test Results (results must be turned in) 2. Diagnostic Procedures and Results Within five (5) business days of completing the Tier II Preventative Maintenance Service, the Contractor shall provide a completed Tier II: Generator Inspection and Preventative Maintenance Checklist Form, the approved form is provided as Exhibit 7 to the City. The Contractor shall state all findings, along with a proposed scope of work and complete cost estimate for any recommended equipment repairs and/or replacement if necessary. Alternative reporting forms may be used if approved by the City. 7. Automatic Transfer Switch (ATS) Contractor shall perform a visual inspection only of the Automatic Transfer Switch (ATS) associated with each City generator during scheduled maintenance visits. Contractor shall inspect the exterior and readily accessible portions of the ATS for visible signs of damage, corrosion, moisture intrusion, overheating, loose or missing hardware, abnormal indicator lights or alarms, and other observable deficiencies that may affect reliable operation. Contractor shall document all findings and notify the City of any conditions requiring further evaluation or corrective action. Contractor shall not perform ATS maintenance, repairs, installation, operational testing, exercising, switching, calibration, adjustments, or any work requiring manipulation of the ATS unless specifically authorized in writing by the City. 8. Fueling The City may, at its sole discretion, require the Contractor to provide fueling services for City generators as part of maintenance and repair activities or during emergency response situations. Contractor shall furnish and deliver fuel as directed by the City and shall provide documentation supporting the cost of fuel upon request. Fueling markup shall not exceed ten percent (10%) above the Contractor's actual cost when invoiced to the City. 9. On-Call Services Contractor shall provide on-call generator repair services for all City generators at an hourly rate that aligns with their submitted fee schedule(s). All repair services will require an estimate being submitted to the City for approval prior to any work being performed by the Contractor. A service report is to be completed by the Contractor's technician and the report is to be provided to City personnel upon completion of the request. Any on-call work carried out by the Contractor that requires taking a generator offline for testing or repairs requires prior approval from the City. Should a generator need to be taken offline temporarily, it may not be left unattended by the Contractor's personnel. The Contractor must remain on-site until the generator is successfully returned online to normal operation. Contractors must provide technical and engineering support upon request from the City for generators manufactured by but not limited to Caterpillar, Cummins, and Perkins. (9) CITY OF SANTA ANA 10. VALUE ADDED RELATED SERVICES Contractors may propose additional related services that the City has not specifically identified in this RFP to accomplish the stated goals of this RFP. Value added related services will be considered by the City and may or may not be incorporated in the agreement. EXHIBIT B CITY OF SANTA ANA ATTACHMENT A-1 - FEE SCHEDULE Contractors shall complete Attachment A-1: Fee Schedule and provide pricing on a per visit basis in accordance with Tier I and Tier II Preventative Maintenance Services as specified in this RFP. Furthermore, Contractors shall submit their own fee schedule for additional labor, material and equipment rates as a separate form. This additional fee schedule shall list rates for all labor designations, equipment and materials. Cost for preventative maintenance services (Tiers I and II) must be inclusive of all labor, materials, tools, supervision, transportation, and equipment. Item Subtotal Tier Subtotal Tier I, No. Location UOM QTY Tier I Tier II I&II Tier II (add on') II,&Add-On 1 Segerstrom Station EA 1 $470 $1830 $ 2300 $ 1000 $ 3300 2 West Station EA 1 $560 $3760 $ 4320 $ 1000 $ 5320 3 East Station EA 1 $560 $3760 $ 4320 $ 1000 $ 5320 4 John EA 1 Station ion $510 $2210 $2720 $ 1000 $ 3720 5 Walnut Station EA 1 $560 $2900 $ 3460 $ 1000 $ 4460 6 Maxine Station EA 1 $470 $1320 $ 1790 $ 1000 $ 2790 7 Well 40 EA 1 $560 $2900 $ 3460 $ 1000 $ 4460 TOTAL $ 22370 $7000 $ 29370 *Add-On Services are a full change of engine oil and filter, battery and coolant replacement, and a two (2) hours load bank test and a four (4) hours load bank test. Cost must be inclusive of all labor, materials, tools, supervision, transportation, and equipment. Please also provide unit priicin for each add-on service for Tier II based on qenerator by location. Item Segerstrom West East John Walnut Maxine No. Description Station Station Station Garthe Station Station Well40 Station 8 Engine oil and filter $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 change Battery and coolant s re lacement $ 700 $700 $ 700 $ 700 $700 $700 $700 Two(2)hours load bank 1 o test $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 Four(4)hours load 11 bank test $300 $300 $ 300 $ 300 $300 $300 $ 300 THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. (9) CITY OF SANTA ANA On-Call Repair Services 12 Hourly Rate HR 1 $200 13 OT Hourly Rate HR 1 $300 14 Weekends/Holidays Hourly Rate HR 1 $400 15 OT Weekends/Holidays Hourly Rate HR 1 $400 16 Trip Fee/Truck Charge EA 1 $3.40/mi THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. EXHIBIT C Contractor shall procure and maintain for the duration of the agreement, the following insurance coverages: MINIMUM SCOPE AND LIMIT OF INSURANCE Contractor shall maintain limits of insurance coverage in the following minimum amounts and shall be at least as broad as: • Commercial General Liability(CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal &advertising injury with limits no less than $1,000,000 per occurrence and $2,000,000 aggregate. • Automobile Liability (AL): Insurance Services Office Form CA 00 01 covering Code 1 (any auto), with combined single limits of $1,000,000. In the event Contractor does not maintain commercial automobile liability insurance, City will accept evidence of personal automobile insurance, provided that such policy is endorsed for business use and provides coverage with a minimum limit of $1,000,000. Required policy limits can be met with primary and umbrella/excess insurance policies. • Workers' Compensation (WC): as required by the State of California, with statutory limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident, per employee, per policy for bodily injury or disease. This requirement can be waived if Contractor has no employees. Contractor attests that its workers' compensation coverage extends to all persons who will be working with the City under the agreed scope of services. If Contractor maintains broader coverage and/or higher limits than the minimums shown above, City requires and shall be entitled to the broader coverage 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 City. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions: 1. CGL and AL policies: City of Santa Ana, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, equipment, and personnel furnished in connection with such work or operations. 2. CGL, AL, and WC policies: Insurance company(ies) agrees to waive all rights of subrogation against City, its City Council, its officers, officials, employees, agents, and volunteers for losses paid under the terms of any policy which arise from work performed by Contractor for City. 3. All required insurance policies: For any claims related to this contract, Contractor's insurance coverage shall be primary and any insurance maintained by City, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it. 4. All required insurance policies: A severability of interest provision must apply for all the additional insureds, ensuring that Contractor's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer's limits of liability. 5. Each insurance policy required herein shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits, non-renewed by the carrier, or materially changed except after thirty (30) days prior written notice has been given to City. Ten (10) days prior written notice shall be provided to City for policy cancellation or non-renewal due to non-payment. 6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention: Jaime Arias, 215 S. Center St., M-85, Santa Ana, CA 92703. The name and location of the event should be included in the Description of Operations section of each certificate. Self-Insured Retentions Self-insured retentions must be declared to and approved by the City. City may require Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the state of California with a current A.M. Best rating of no less than A:VII, unless otherwise acceptable to City. Verification of Coverage Contractor shall furnish City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to Entity before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Contractor's obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Claims Made Policies If any of the required policies provide coverage on a claims-made basis: 1. The retroactive date must be shown and must be before the date of the contract or the beginning of work. 2. Insurance must be maintained and evidence of insurance must be provided for at least three (3) years after completion of work. 3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective date, Contractor must purchase "extended reporting" coverage for a minimum of three (3) years after completion of work. Subcontractors Contractor shall require and verify that all sub-contractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from sub-contractors. Special Risks or Circumstances City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.