Cummins - City Generator Load Bank Testing (2019)AGREEMENT FOR SERVICES
(For contracts over $5,000 — NON -DESIGN, NON -ENGINEERING TYPE CONTRACTOR)
This AGREEMENT made this 15th day of March, 2019, between:
CITY: City of Gilroy, having a principal place of business at
7351 Rosanna Street, Gilroy, California
and CONTRACTOR: Cummins, Inc., having a principal place of business at 1939 Deere Avenue
Irvine, Ca 92606
ARTICLE 1. TERM OF AGREEMENT
This Agreement will become effective on March 29, 2019, and will continue in effect through
March 29, 2022, with an option to extend for a period of two years at City's sole option to be
exercised by written notice to be given by City not less than thirty (30) days nor more than sixty
(60) days prior to March 29, 2022, unless terminated in accordance with the provisions of
Article 7 of this Agreement.
Any lapse in insurance coverage as required by Article 5, Section D of this Agreement shall
terminate this Agreement regardless of any other provision stated herein. _
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ARTICLE 2. INDEPENDENT CONTRACTOR STATUS
It is the express intention of the parties that CONTRACTOR is an independent contractor and
not an employee, agent, joint venturer or partner of CITY. Nothing in this Agreement shall be
interpreted or construed as creating or establishing the relationship of employer and employee
between CITY and CONTRACTOR or any employee or agent of CONTRACTOR. Both parties
acknowledge that CONTRACTOR is not an employee for state or federal tax purposes.
CONTRACTOR shall not be entitled to any of the rights or benefits afforded to CITY'S
employees, including, without limitation, disability or unemployment insurance, workers'
compensation, medical insurance, sick leave, retirement benefits or any other employment
benefits. CONTRACTOR shall retain the right to perform services for others during the term of
this Agreement.
ARTICLE 3. SERVICES TO BE PERFORMED BY CONTRACTOR
A. Specific Services
CONTRACTOR agrees to: Perform the services as outlined in Exhibit "A" ("Specific
Provisions") and Exhibit "B" ("Scope of Services"), within the time periods described in
Exhibit "C" ("Milestone Schedule").
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B. Method of Performing Services
CONTRACTOR shall determine the method, details and means of performing the above -
described services. CITY shall have no right to, and shall not, control the manner or determine
the method of accomplishing CONTRACTOR'S services.
C. Employment of Assistants
CONTRACTOR may, at the CONTRACTOR'S own expense, employ such assistants as
CONTRACTOR deems necessary to perform the services required of CONTRACTOR by this
Agreement, subject to the prohibition against assignment and subcontracting contained in
Article 5 below. CITY may not control, direct, or supervise CONTRACTOR'S assistants in the
performance of those services. CONTRACTOR assumes full and sole responsibility for the
payment of all compensation and expenses of these assistants and for all state and federal income
tax, unemployment insurance, Social Security, disability insurance and other applicable
withholding.
D. Place of Work
CONTRACTOR shall perform the services required by this Agreement at any place or location
and at such times as CONTRACTOR shall determine is necessary to properly and timely
perform CONTRACTOR'S services.
ARTICLE 4. COMPENSATION
A. Consideration
In consideration for the services to be performed by CONTRACTOR, CITY agrees to pay
CONTRACTOR the amounts set forth in Exhibit "D" ("Payment Schedule"). In no event
however shall the total compensation paid to CONTRACTOR exceed $28,000.00 per year.
B. Invoices
CONTRACTOR shall submit invoices for all services rendered.
C. Payment
Payment shall be due according to the payment schedule set forth in Exhibit "D". No payment
will be made unless CONTRACTOR has first provided City with a written receipt of invoice
describing the work performed and any approved direct expenses (as provided for in
Exhibit "A", Section IV) incurred during the preceding period. If CITY objects to all or any
portion of any invoice, CITY shall notify CONTRACTOR of the objection within thirty (30)
days from receipt of the invoice, give reasons for the objection, and pay that portion of the
invoice not in dispute. It shall not constitute a default or breach of this Agreement for CITY not
to pay any invoiced amounts to which it has objected until the objection has been resolved by
mutual agreement of the parties.
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D. Expenses
CONTRACTOR shall be responsible for all costs and expenses incident to the performance of
services for CITY, including but not limited to, all costs of equipment used or provided by
CONTRACTOR, all fees, fines, licenses, bonds or taxes required of or imposed against
CONTRACTOR and all other of CONTRACTOR'S costs of doing business. CITY shall not be
responsible for any expenses incurred by CONTRACTOR in performing services for CITY,
except for those expenses constituting "direct expenses" referenced on Exhibit "A."
ARTICLE 5. OBLIGATIONS OF CONTRACTOR
A. Tools and Instrumentalities
CONTRACTOR shall supply all tools and instrumentalities required to perform the services
under this Agreement at its sole cost and expense. CONTRACTOR is not required to purchase
or rent any tools, equipment or services from CITY.
B. Workers' Compensation
CONTRACTOR agrees to provide workers' compensation insurance for CONTRACTOR'S
employees and agents and agrees to hold harmless, defend with counsel acceptable to CITY and
indemnify CITY, its officers, representatives, agents and employees from and against any and all
claims, suits, damages, costs, fees, demands, causes of action, losses, liabilities and expenses,
including without limitation reasonable attorneys' fees, arising out of any injury, disability, or
death of any of CONTRACTOR'S employees.
C. Indemnification of Liability; Limitation of Liability
As to all liability, to the fullest extent permitted by law, CONTRACTOR shall defend, through
counsel approved by CITY (which approval shall not be unreasonably withheld), indemnify and
hold harmless CITY, its officers, representatives, agents and employees against any and all third -
party suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities for bodily
injuries or death, or for tangible property damages to the extent caused by Contractor's negligent
performance or willful misconduct related to this Agreement and expenses, including reasonable
attorneys' fees. In no event will either party be liable for any incidental, consequential, special,
punitive, statutory, or indirect damages, loss of profits, revenues, or use, or the loss or corruption
of data under this Agreement. Notwithstanding any other provision in' these Terms and
Conditions, neither party's liability to the other party UNDER THIS AGREEMENT shall exceed
$1,000,000 (One Million Dollars).
D. Insurance
In addition to any other obligations under this Agreement, CONTRACTOR shall, at no cost to
CITY, obtain and maintain throughout the term of this Agreement: (a) Commercial Liability
Insurance on a per occurrence basis, including coverage for owned and non -owned automobiles,
with a minimum combined single limit coverage of $1,000,000 per occurrence for all damages
due to bodily injury, sickness or disease, or death to any person, and damage to property,
including the loss of use thereof. As a condition precedent to CITY' S obligations under this
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Agreement, CONTRACTOR shall furnish written evidence of such coverage (naming CITY, its
officers and employees as additional insureds on the Comprehensive Liability insurance policy
referred to in (a) immediately above via a specific endorsement) and requiring thirty (30) days
written notice of policy lapse or cancellation, or of a material change in policy terms.
E. Assignment
Notwithstanding any other provision of this Agreement, neither this Agreement nor any duties or
obligations of CONTRACTOR under this Agreement may be assigned or subcontracted by
CONTRACTOR without the prior written consent of CITY, which CITY may withhold in its
sole and absolute discretion.
F. State and Federal Taxes
As CONTRACTOR is not CITY' S employee, CONTRACTOR shall be responsible for paying
all required state and federal taxes. Without limiting the foregoing, CONTRACTOR
acknowledges and agrees that:
CITY will not withhold FICA (Social Security) from CONTRACTOR'S
payments;
CITY will not make state or federal unemployment insurance contributions on
CONTRACTOR'S behalf;
o CITY will not withhold state or federal income tax from payment to
CONTRACTOR;
CITY will not make disability insurance contributions on behalf of
CONTRACTOR;
CITY will not obtain workers' compensation insurance on behalf of
CONTRACTOR.
G. Prevailing Wage
The Contractor agrees and acknowledges that it is its obligation to determine whether, and to
what extent, the work performed under this Agreement is subject to any Codes, Ordinances,
Resolutions, Rules and other Regulations and established policies of the City and the laws of the
State of California, the United States, the California Labor Code and Public Contract Code
relating to public contracting and prevailing wage laws. The Contractor shall ensure that all
subcontractors are informed and are required to pay prevailing wages in compliance with the
California Labor Code and the regulations thereunder. It shall be the duty of the Contractor to
post a copy of applicable prevailing wages at the job site. Prevailing wage information may be
obtained at www.dir.ca.aov..
ARTICLE 6. OBLIGATIONS OF CITY
A. Cooperation of City
CITY agrees to respond to all reasonable requests of CONTRACTOR and provide access, at
reasonable times following receipt by CITY of reasonable notice, to all documents reasonably
necessary to the performance of CONTRACTOR'S duties under this Agreement.
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B. Assignment
CITY may assign this Agreement or any duties or obligations thereunder to a successor
governmental entity without the consent of CONTRACTOR. Such assignment shall not release
CONTRACTOR from any of CONTRACTOR'S duties or obligations under this Agreement.
ARTICLE 7. TERMINATION OF AGREEMENT
A. Sale of CONTRACTOR's Business/ Death of CONTRACTOR
CONTRACTOR shall notify CITY of the proposed sale of CONTRACTOR's business no later
than thirty (30) days prior to any such sale. CITY shall have the option of terminating this
Agreement within thirty (30) days after receiving such notice of sale. Any such CITY
termination pursuant to this Article 7.A shall be in writing and sent to the address for notices to
CONTRACTOR set forth in Exhibit A, Subsection V.H., no later than thirty (30) days after
CITY' receipt of such notice of sale.
If CONTRACTOR is an individual, this Agreement shall be deemed automatically terminated
upon death of CONTRACTOR.
B. Termination by City for Default of CONTRACTOR
Should CONTRACTOR default in the performance of this Agreement or materially breach any
of its provisions, CITY, at CITY' S option, may terminate this Agreement by giving written
notification to CONTRACTOR. For the purposes of this section, material breach of this
Agreement shall include, but not be limited to the following:
1. CONTRACTOR'S failure to professionally and/or timely perform any of the
services contemplated by this Agreement.
2. CONTRACTOR'S breach of any of its representations, warranties or covenants
contained in this Agreement.
CONTRACTOR shall be entitled to payment only for work completed in accordance with the
terms of this Agreement through the date of the termination notice, as reasonably determined by
CITY, provided that such payment shall not exceed the amounts set forth in this Agreement for
the tasks described on Exhibit U which have been fully, competently and timely rendered by
CONTRACTOR. Notwithstanding the foregoing, if CITY terminates this Agreement due to
CONTRACTOR'S default in the performance of this Agreement or material breach by
CONTRACTOR of any of its provisions, then in addition to any other rights and remedies CITY
may have, CONTRACTOR shall reimburse CITY, within ten (10) days after demand, for any
and all costs and expenses incurred by CITY in order to complete the tasks constituting the scope
of work as described in this Agreement, to the extent such costs and expenses exceed the
amounts CITY would have been obligated to pay CONTRACTOR for the performance of that
task pursuant to this Agreement.
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C. Termination for Failure to Make Agreed -Upon Payments
Should CITY fail to pay CONTRACTOR all or any part of the compensation set forth in Article
4 of this Agreement on the date due, then if and only if such nonpayment constitutes a default
under this Agreement, CONTRACTOR, at the CONTRACTOR'S option, may terminate this
Agreement if such default is not remedied by CITY within thirty (30) days after demand for such
payment is given by CONTRACTOR to CITY.
D. Transition after Termination
Upon termination, CONTRACTOR shall immediately stop work, unless cessation could
potentially cause any damage or harm to person or property, in which case CONTRACTOR shall
cease such work as soon as it is safe to do so. CONTRACTOR shall incur no further expenses in
connection with this Agreement. CONTRACTOR shall promptly deliver to CITY all work done
toward completion of the services required hereunder, and shall act in such a manner as to
facilitate any the assumption of CONTRACTOR's duties by any new CONTRACTOR hired by
the CITY to complete such services.
ARTICLE 8. GENERAL PROVISIONS
A. Amendment & Modification
No amendments, modifications, alterations or changes to the terms of this Agreement shall be
effective unless and until made in a writing signed by both parties hereto.
B. Americans with Disabilities Act of 1990
Throughout the term of this Agreement, the CONTRACTOR shall comply fully with all
applicable provisions of the Americans with Disabilities Act of 1990 ("the Act") in its current
form and as it may be amended from time to time. CONTRACTOR shall also require such
compliance of all subcontractors performing work under this Agreement, subject to the
prohibition against assignment and subcontracting contained in Article 5 above. The
CONTRACTOR shall defend with counsel acceptable to CITY, indemnify and hold harmless the
CITY OF GILROY, its officers, employees, agents and representatives from and against all suits,
claims, demands, damages, costs, causes of action, losses, liabilities, expenses and fees,
including without limitation reasonable attorneys' fees, that may arise out of any violations of
the Act by the CONTRACTOR, its subcontractors, or the officers, employees, agents or
representatives of either.
C. Attorneys' Fees
If any action at law or in equity, including an action for declaratory relief, is brought to enforce
or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable
attorneys' fees, which may be set by the court in the same action or in a separate action brought
for that purpose, in addition to any other relief to which that party may be entitled.
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D. Captions
The captions and headings of the various sections, paragraphs and subparagraphs of the
Agreement are for convenience only and shall not be considered nor referred to for resolving
questions of interpretation.
E. Compliance with Laws
The CONTRACTOR shall keep itself informed of all State and National laws and all municipal
ordinances and regulations of the CITY which in any manner affect those engaged or employed
in the work, or the materials used in the work, or which in any way affect the conduct of the
work, and of all such orders and decrees of bodies or tribunals having any jurisdiction or
authority over the same. Without limiting the foregoing, CONTRACTOR agrees to observe the
provisions of the Municipal Code of the CITY OF GILROY, obligating every contractor or
subcontractor under a contract or subcontract to the CITY OF GILROY for public works or for
goods or services to refrain from discriminatory employment or subcontracting practices on the
basis of the race, color, sex, religious creed, national origin, ancestry of any employee, applicant
for employment, or any potential subcontractor.
F. Conflict of Interest
CONTRACTOR certifies that to the best of its knowledge, no CITY employee or office of any
public agency interested in this Agreement has any pecuniary interest in the business of
CONTRACTOR and that no person associated with CONTRACTOR has any interest that would
constitute a conflict of interest in any manner or degree as to the execution or performance of
this Agreement.
G. Entire Agreement
This Agreement supersedes any and all prior agreements, whether oral or written, between the
parties hereto with respect to the rendering of services by CONTRACTOR for CITY and
contains all the covenants and agreements between the parties with respect to the rendering of
such services in any manner whatsoever. 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 are not embodied herein, and that no
other agreement, statement or promise not contained in this Agreement shall be valid or binding.
No other agreements or conversation with any officer, agent or employee of CITY prior to
execution of this Agreement shall affect or modify any of the terms or obligations contained in
any documents comprising this Agreement. Such other agreements or conversations shall be
considered as unofficial information and in no way binding upon CITY.
H. Governing Law and Venue
This Agreement shall be governed by and construed in accordance with the laws of the State of
California without regard to the conflict of laws provisions of any jurisdiction. The exclusive
jurisdiction and venue with respect to any and all disputes arising hereunder shall be in state and
federal courts located in Santa Clara County, California.
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I. Notices
Any notice to be given hereunder by either party to the other may be effected either by personal
delivery in writing or by mail, registered or certified, postage prepaid with return receipt
requested. Mailed notices shall be addressed to the parties at the addresses appearing in
Exhibit "A", Section V.H. but each party may change the address by written notice in
accordance with this paragraph. Notices delivered personally will be deemed delivered as of
actual receipt; mailed notices will be deemed delivered as of three (3) days after mailing.
J. Partial Invalidity
If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void
or unenforceable, the remaining provisions will nevertheless continue in full force without being
impaired or invalidated in any way.
K. Time of the Essence
CONTRACTOR shall perform services within the terms of this Agreement.
L. Waiver
CONTRACTOR agrees that waiver by CITY of any one or more of the conditions of
performance under this Agreement shall not be construed as waiver(s) of any other condition of
performance under this Agreement.
Executed at Gilroy, California, on the date and year first above written.
CONTRACTOR:
Cummins, Inc.
CITY:
CITY OF GILROY
-
Title: (y\reo"10
W
Social Security or Taxpayer
Identification Number ; 5
Approved as to Form:
City Att rney
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EXHIBIT "A"
SPECIFIC PROVISIONS
I. PROJECT MANAGER
CONTRACTOR shall provide the services indicated on the attached Exhibit "B", Scope of
Services ("Services"). (All exhibits referenced are incorporated herein by reference.) To
accomplish that end, CONTRACTOR agrees to assign Allen Todd, who will act in the capacity
of Project Manager, and who will personally direct such Services.
Except as may be specified elsewhere in this Agreement, CONTRACTOR shall furnish all
technical and professional services including labor, material, equipment, transportation,
supervision and expertise to perform all operations necessary and required to complete the
Services in accordance with the terms of this Agreement.
II. NOTICE TO PROCEED/COMPLETION OF SERVICE
A. NOTICE TO PROCEED
CONTRACTOR shall commence the Services upon delivery to CONTRACTOR of a written
"Notice to Proceed", which Notice to Proceed shall be in the form of a written communication
from designated City contact person(s). Notice to Proceed may be in the form of e-mail, fax or
letter authorizing commencement of the Services. For purposes of this Agreement, Jeff
Castro/Walter Dunckel shall be the designated City contact person(s). Notice to Proceed shall be
deemed to have been delivered upon actual receipt by CONTRACTOR or if otherwise delivered
as provided in the Section V.H. ("Notices") of this Exhibit "A".
B. COMPLETION OF SERVICES
When CITY determines that CONTRACTOR has completed all of the Services in accordance
with the terms of this Agreement, CITY shall give CONTRACTOR written Notice of Final
Acceptance, and CONTRACTOR shall not incur any further costs hereunder. CONTRACTOR
may request this determination of completion when, in its opinion, it has completed all of the
Services as required by the terms of this Agreement and, if so requested, CITY shall make this
determination within two (2) weeks of such request, or if CITY determines that CONTRACTOR
has not completed all of such Services as required by this Agreement, CITY shall so inform
CONTRACTOR within this two (2) week period.
III. PROGRESS SCHEDULE
The schedule for performance and completion of the Services will be as set forth in the attached
Exhibit "C".
IV. PAYMENT OF FEES AND DIRECT EXPENSES
Payments shall be made to CONTRACTOR as provided for in Article 4 of this Agreement.
4835-2267-0361 v1 - I -
LAM04706083
Direct expenses are charges and fees not included in Exhibit "B". CITY shall be obligated to
pay only for those direct expenses which have been previously approved in writing by CITY.
CONTRACTOR shall obtain written approval from CITY prior to incurring or billing of direct
expenses.
Copies of pertinent financial records, including invoices, will be included with the submission of
billing(s) for all direct expenses.
V. OTHER PROVISIONS
A. STANDARD OF WORKMANSHIP
CONTRACTOR shall perform the Services in a reasonable and workmanlike manner. All
Services shall be free from defects in workmanship for a period of ninety (90) days after
completion of Services. The remedies provided in the limited warranty and this Agreement are
the sole and exclusive warranties and remedies provided by CONTRACTOR to CITY under this
Agreement. Except as set out in the warranty and this agreement, and to the extent permitted by
law, CONTRACTOR expressly disclaims all other representations, warranties, endorsements,
and conditions of any kind, express or implied, including, without limitation, any statutory or
common law implied representation, warranty and conditions of fitness for a purpose or
merchantability.
Any plans, designs, specifications, estimates, calculations, reports and other documents furnished
under this Agreement shall be of a quality acceptable to CITY. The minimum criteria for
acceptance shall be a product of neat appearance, well -organized, technically and grammatically
correct, checked and having the maker and checker identified. The minimum standard of
appearance, organization and content of the drawings shall be that used by CITY for similar
purposes.
B. RESPONSIBILITY OF CONTRACTOR
CONTRACTOR shall be responsible for the professional quality, technical accuracy, and the
coordination of the Services furnished by it under this Agreement. CONTRACTOR shall not be
responsible for the accuracy of any project or technical information provided by the CITY. The
CITY'S review, acceptance or payment for any of the Services shall not be construed to operate
as a waiver of any rights under this Agreement or of any cause of action arising out of the
performance of this Agreement, and CONTRACTOR shall be and remain liable to CITY in
accordance with applicable law for all damages to CITY caused by CONTRACTOR'S negligent
performance of any of the services furnished under this Agreement.
C. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR
CITY, through its authorized employees, representatives or agents, shall have the right, at any
and all reasonable times, to audit the books and records (including, but not limited to, invoices,
vouchers, canceled checks, time cards, etc.) of CONTRACTOR for the purpose of verifying any
and all charges made by CONTRACTOR in connection with this Agreement. CONTRACTOR
shall maintain for a minimum period of three (3) years (from the date of final payment to
CONTRACTOR), or for any longer period required by law, sufficient books and records in
4835-2267-0361v1 -2-
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r
accordance with standard California accounting practices to establish the correctness of all
charges submitted to CITY by CONTRACTOR, all of which shall be made available to CITY at
the CITY's offices within five (5) business days after CITY's request.
D. CONFIDENTIALITY OF MATERIAL
All ideas, memoranda, specifications, plans, manufacturing procedures, data (including, but not
limited to, computer data and source code), drawings, descriptions, documents, discussions or
other information developed or received by or for CONTRACTOR and all other written and oral
information developed or received by or for CONTRACTOR and all other written and oral
information submitted to CONTRACTOR in connection with the performance of this Agreement
shall be held confidential by CONTRACTOR and shall not, without the prior written consent of
CITY, be used for any purposes other than the performance of the Services, nor be disclosed to
an entity not connected with the performance of the such Services. Nothing furnished to
CONTRACTOR which is otherwise known to CONTRACTOR or is or becomes generally
known to the related industry (other than that which becomes generally known as the result of
CONTRACTOR'S disclosure thereof) shall be deemed confidential. CONTRACTOR shall not
use CITY' S name or insignia, or distribute publicity pertaining to the services rendered under
this Agreement in any magazine, trade paper, newspaper or other medium without the express
written consent of CITY.
E. NO PLEDGING OF CITY' S CREDIT.
Under no circumstances shall CONTRACTOR have the authority or power to pledge the credit
of CITY or incur any obligation in the name of CITY.
F. OWNERSHIP OF MATERIAL.
All material including, but not limited to, computer information, data and source code, sketches,
tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps,
calculations, photographs, reports and other material developed, collected, prepared (or caused to
be prepared) under this Agreement shall be the property of CONTRACTOR.
G. NO THIRD PARTY BENEFICIARY.
This Agreement shall not be construed or deemed to be an agreement for the benefit of any third
party or parties, and no third party or parties shall have any claim or right of action hereunder for
any cause whatsoever.
H. NOTICES.
Notices are to be sent as follows:
CITY: Jeff Castro/Walter Dunckel
City of Gilroy
7351 Rosanna Street
Gilroy, CA 95020
4835-2267-0361v1 _3
LAC104706083
CONTRACTOR: Cummins. Inc.
1939 Deere Avenue
Irvine. CA
92606
I. FEDERAL FUNDING REQUIREMENTS.
❑ If the box to the left of this sentence is checked, this Agreement involves federal
funding and the requirements of this Section V.I. apply.
® If the box to the left of this sentence is checked, this Agreement does not involve
federal funding and the requirements of this Section V.I. do not apply.
1. DBE Program
CONTRACTOR shall comply with the requirements of Title 49, Part 26, Code of Federal
Regulations (49 CFR 26) and the City -adopted Disadvantaged Business Enterprise programs.
2. Cost Principles
Federal Acquisition Regulations in Title 48, CFR 31, shall be used to determine the allowable
cost for individual items.
3. Covenant against Contingent Fees
The CONTRACTOR warrants that he/she has not employed or retained any company or person,
other than a bona fide employee working for the CONTRACTOR, to solicit or secure this
Agreement, and that he/she has not paid or agreed to pay any company or person, other than a
bona fide employee, any fee, commission, percentage, brokerage fee, gift or any other
consideration, contingent upon or resulting from the award or formation of this Agreement. For
breach or violation of this warranty, the Local Agency shall have the right to annul this
Agreement without liability or, at its discretion, to deduct from the agreement price or
consideration, or otherwise recover, the full amount of such fee, commission, percentage,
brokerage fee, gift or contingent fee.
4835-2267-0361v1 -4-
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EXHIBIT "B"
SCOPE OF SERVICES
Perform annual and bi-annual load bank testing of City owned generators.
Perform a two-hour load bank test of each generator unit (total of 20 units) within the first year
of contract. Pre -inspection required before each load test. Thereafter, a two-hour load bank test
will be performed of all generators on an annual or bi-annual basis, at the request of the City.
4835-2267-0361v1
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EXHIBIT "C"
MILESTONE SCHEDULE
All services to be provided on a time and materials basis.
4835-2267-0361v1 _1 _
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EXHIBIT 4'D"
PAYMENT SCHEDULE
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NGrival labor rates are V 77.00 per hour portal to portal from San Leandro, CA.
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Preilihim time for Sundaytlioliday is 2x normal rate.
All parts tire from Cummins fiactory and set at corporate level,.
Cummins pays prevailing wages and all technicians are journeymen factory trained -
Labor rates; are for 20 t 9, 1 acrease by 3% per year thereafter.
4835-2267-0361vl
LAC104706083
WM9 Request for Taxpayer
Give Form to the
Form
Identification Number and Certification
requester. Do not
(Rev. October 2018)
Department of the Treasury
Internal Revenue Service 0- Go to wwmirs.govIFormW9 for Instructions and the latest information.
send to the IRS.
I Name (as shown on your income tax return). Name Is required on this fine, do not leave this tire blank,
CUMMINS INC.
2 Business name/disregarded entity name, If different from above
dba: CUMMINS SALES AND SERVICE
Pi
3 Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the
4 Exemptions (codes apply only to
0following
seven boxes.
certain entities, not individuals; see
instructions an page 3):
a
(ndividua,11-sole proprietor or 21 C Corporation 9 Corporatlon 0 Partnership Trust/estate
W,
single -member LLC
:Exempt payee code (it any)
1Z
.2
.6
E] Limited liability company. Enter the tax classification (C=C corporation, SAS corporation, P=Partnership) 0-
0
Note: Check the appropriate box in the line above for the tax classification of the single -member owner, Do not check
'Exemption from FATCA reporting
LLC if the LLC is classified as a single -member LLC that is disregarded from the owner unless the owner of the LLC is
code (if any)
another LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single -member LLC that
CL
is disregarded from the owner should check the appropriate box for the tax classification of its owner.
El Other (see Instructions) lip, rApp?los to acrounfsmaintaS ied outside tha U.S.)
6 Address (number, street, and apt. or suite no.) See Instructions. Requester's name and address Joptional)
Q
0 1939 DEERE AVE
CIO 6 City, state, and ZIP code
IRVINE, CA 92606
7 List account number(s) here (optional)
1111% M. Taxpayer Identification Number (TIN)
Enter your TIN in the appropriate box. The TIN provided must match the name given on line I to avoid Social security number
backup withholding. For individuals, this is generally your social security number (SSN). However, for a
resident alien, sole proprietor, or disregarded entity, see the instructions for Part 1, later, For other
entities, it is your employer identification number (EIN). If you do not have a number, see How to get a
TIN, later. or
Note: If the account is in more than one name, see the instructions for line 1. Also see What Name and Employer identification number
Number To Give the Requester for guidelines on whose number to enter. I
3 5 0 1 2 1 5 1 7 1 0 9 0
Certification
Under penalties of perjury, I certify that;
1. The number shown on this form is my correct taxpayer Identification number (or I am waking for a number to be Issued to me); and
2, 1 am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue
Service (IRS) that I am subject to backup withholding as a result of a failure to report all Interest or dividends, or (c) the IRS has notified me that I am
no longer subject to backup withholding; and
3.1 am a U.S. citizen or other U.S. person (defined below); and
4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct.
Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because
you have failed to report all Interest and dividends on your tax return. For real estate transactions, Item 2 does not apply, For mortgage 'interest paid,
acquisition or abandonment pf\pecured property., cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments
other than interest and dividkrnds, you e not required toYsiqrt the certificatlon, but you must provide your correct TIN. See the instructions for Part 11, later.
Sign
Signature of
Here U.S. person 0, Date it
General Instructions
Section references are to the Internal Revenue Code unless otherwise
noted.
Future developments. For the latest information about developments
related to Form W-9 and its instructions, such as legislation enacted
after they were published, go to wwwJrs,gov1F6rmW9.
Purpose of Form
An Individual or entity (Form W-9 requester) who is required to file an
information return with the IRS must obtain your correct taxpayer
identification number (TIN) which may be your social security number
(SSN), individual taxpayer identification number (ITIN), adoption
taxpayer identification number (ATIN), or employer identification number
(EIN), to report on an information return the amount paid to you, or other
amount reportable on an information return. Examples of Information
returns include, but are not limited to, the following.
@ Form 1099-INT (interest earned or paid)
9 Form 1099-DIV (dividends, including those from stocks or mutual
funds)
9 Form 1099-MISO (various types of income, prizes, awards, or gross
proceeds)
9 Form 1099-B (stock or mutual fund sales and certain other
transactions bybrokers)
• Form 1099-S (proceeds from real estate transactions).
• Form 1099-K (merchant card and third party network transactions)
• Form 1098 (home mortgage Interest), 1098-E (student loan interest),
1098-T (tuitlon)
• Form 1099-0 (canceled debt)
• Form 1099-A (acquisition or abandonment of secured property)
Use Form W-9 only If you are a U.S. person (including a resident
alien), to provide your correct TIN.
If you do not return Form W-9 to the requester with a TIN, you might
be subject to backup withholoftng. See What is backup withholding,
later.
Cat. No. 10231X Form W-9(Rev. 10-2018)