HomeMy WebLinkAbout000194C Original ContractBPA Pilot Participation Agreement
PILOT PARTICIPATION AGREEMENT
This PILOT PARTICIPATION AGREEMENT, made and entered into as of the last signature date written
below, is between Global Energy Partners, LLC, City of Port Angeles, and North Olympic Library System
"Customer").
RECITALS
The City of Port Angeles "COPA in partnership with the Bonneville Power Administration "BPA is
conducting this Commercial and Industrial Demand Response Pilot Project "Project which is designed to
demonstrate Demand Response (DR) capabilities and technologies in the Pacific Northwest. Global Energy
Partners, LLC "Global has been engaged by BPA to manage the Project.
This Project aims to demonstrate that commercial and industrial "C &I DR assets can be used to:
Delay or eliminate the need for regional transmission system upgrades;
Reduce peak electrical demand;
Reduce wholesale power supply costs;
Test the ability to dispatch specific C &I loads through automated DR strategies.
In addition to the above goals, BPA will investigate and collect information as to the responsiveness of C &I
loads served by COPA to determine the benefits of DR as a tool for assisting BPA meet system loads and grid
conditions.
AGREEMENT
a
1. The Customer agrees to participate in the Project with the understanding that the Customer shall receive
an Equipment/Installation Incentive for the implementation of demand response technologies and
measures at its operating site. Global agrees to pay agreed upon project costs for the design, procurement,
and installation of the automated demand response technologies and measures.
2. The Equipment/Installation Incentive shall be for the reimbursement of costs associated with the design,
procurement, and installation of the automated demand response technologies and measures. The
Equipment/Installation Incentive amount and automated demand response technologies and measures are
defined in Attachment A. The total Equipment/Installation Incentive cannot exceed 100% of the automated
demand response project costs.
3. Global will work with the Customer to develop the specifications for the potential cost effective automated
demand response technologies and measures. Global will perform a field visit to conduct a pre installation
inspection to verify the compatibility of existing technology, estimate the demand response potential, and
work with an installation vendor to identify the scope and cost of the work.
4. Within two weeks after the installation of the automated demand response technologies and measures are
completed, the Customer shall contact Global to schedule a post installation inspection. A Global
representative will visit the site to verify that that the automated demand response technologies and
measures have been installed and are fit for the use intended.
1
5. After completion of items 1 -4, the Customer shall provide Global with copies of invoices for project
equipment and construction. Invoices must include: vendor name /address /phone, itemized listing of
products including quantity, product description, manufacturer, model and other identifying information
as appropriate, and cost details. All information must be provided to Global within 5 days of the post
installation inspection. Upon receipt of the invoices from Customer, Global will submit a request to BPA for
reimbursement. Global will then pay the Customer within 60 days upon the receipt of the invoices from
Customer.
6. After the post installation inspection, the Customer agrees to begin participating in DR demonstration test
events to be scheduled either by the COPA or the BPA. These demonstration test events will evaluate the
technical and economic efficacy of C &I DR for winter, non winter and fast DR applications. The anticipated
number of events will be no more than fifteen (15) for the entire Project, the duration of any single event will
not exceed two (2) hours.
7. In order to receive the Equipment/Installation Incentive from Global, the Customer must complete and
submit a W-9. A copy of the W -9 form is included in Attachment B.
8. This agreement shall expire on August 31, 2012, unless the Parties mutually agree to either an extension
or early termination of the Agreement.
9. The Customer shall take adequate safeguards to prevent loss, damage, or theft of the Project Equipment
and control, communication, and monitoring equipment. The Customer shall follow adequate maintenance
procedures to keep the Equipment in good condition. No warranty, expressed or implied, is provided
except that provided by the Equipment Manufacturer. The Customer agrees that it will not make any claim
or file any action against Global, COPA, or the BPA, its officers, officials, employees, and volunteers in
connection with the Project or use of Project Equipment.
10. The Customer shall indemnify and hold harmless Global, COPA, and BPA, its officers, officials, employees,
and volunteers from any and all claims, injuries, damages, losses or suits, including attorney fees, arising
or issuing out of or in connection with the Project, except as may be caused by the sole negligence or
willful conduct on part of Global, COPA, or BPA. Neither Global, COPA, BPA, nor the installation vendor
are responsible for any federal income tax liability, which may be imposed on the Customer as a result of
payment of any incentives.
11. In the course of performing the work, Global may be given access to confidential and /or proprietary
commercial, technical, energy consumption, and financial information "Information The Customer agrees
that Global may use Customer's Information as necessary to detail the results of the Project, including
communicating Project data to BPA. Global agrees not to disclose or otherwise make the Information
available to other third parties, and to maintain security procedures and practices practices that comply
with the Federal Trade Commission Red Flags Rules as part of the Fair and Accurate Credit Transactions
Act of 2003; however, BPA may release information provided by Customer to comply with FOIA or if
required by any other federal law or court order. For information that Customer designates in writing as
proprietary, BPA will limit the use and dissemination of that information within BPA to employees who need
the information for purposes of the Project.
BPA Pilot Participation Agreement
2
AGREED AND ACCEPTED:
GLOBAL ENER 1 pY PA TN
Signed. ,"I'
Name:
Title. 11 ;Ce Pretitrit *A5
Address: S(X) nat.:c RA.
5 LAx. Li s-0 Creek. 94S-v.
Phone. C z 4 NZ` ?co A
Date: c 5/1.1111
BPA Pilot Participation Agreement
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City of Port Angeles
Signed: /tip
Name:
es A'
f
Title: C i Its /new a4-9 C-
Address: 1 L 1 k.
Aarc A. 113G),
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Phone:
Date 1C /W/7
CUSTOMER:
Signed:
lat:1444
Name:
Title: bike= iP'
Address: 22-1 b 6OLtily PaaVVILLI
P cos%
Phone. 3(0) 41 7.
Date. dS0 i 1
3
Global will work with the control vendor to verify that the automated demand response technology
(vendor's equipment) has been installed and is fit for the use intended and the measures (load -shed
strategies) function correctly at no additional cost to the City or customer. Fit for use intended,
constitutes a fully functional Demand Response Control and Communication System capable of
interfacing with the DRBizNet platform. Global will also work with UISOL to guarantee DRBizNet
connectivity to the Customer location stated in the Vendor Proposal at no additional cost to the City or
customer.
Winter Measure Descriptions
Measure 1.
Equipment Load Shed
Description of Measure Degree of Adjustment Impacted Estimate
2 degrees increase from
normal set point for pre heat
(2 hours prior to event)
followed by 2 degree
Pre -heat space followed by decrease from normal set HVAC:
temperature reset point for event duration Heating 18 kW
Summer Measure Descriptions
Measure 1.
Description of Measure
Equipment Load Shed
Degree of Adjustment Impacted Estimate
2 degrees decrease
from normal set point
for pre cooling (2 hours
prior to event) followed
by 2 degree increase
Pre cooling of space followed by from normal set point HVAC:
temperature reset for event duration Cooling 20 kW
Attachment A
Funding available for controls installation work
Estimated project cost (external) $15,158
Estimated project cost (Internal) $0.00
Other costs $0.00
Estimated WSST $1,273
Total Inc WSST $16,431
A K corp Company
Proposal Number: 211 -1043
Agreement Number:
By and between:
CONTROL CONTRACTORS INC.
5300 Denver Ave South
Seattle, WA 98108
Date: April 7, 2011
and (Customer):
NORTH OLYMPIC LIBRARY SYSTEM
2210 S. Peabody
Port Angeles, WA 98362
Services will be provided at the following location(s): Port Angeles Branch
Control Contractors shall perform according to the terms and conditions on the pages attached (hereinafter referred to as
the "Agreement
Type of Service Power Demand Response hardware, wiring and programming
Demand Response Price: Thirteen Thousand Nine Hundred Fifty-eight Dollars ($13,958.00) Plus WSST
Project Contingency: One Thousand Two Hundred Dollars ($1,200.00) Plus WSST
Invoicing and Payment Terms: Progress Billings
This proposal will be effective through August 30, 2011
This proposal and the pages attached shall become a contract only upon signature below in space titled "Approved for
Control Contractors Inc. by:" and upon continuance of credit approval by Control Contractors. No waiver, change, or
modification of any terms or conditions on this agreement shall be binding on Control Contractors unless made in writing
and signed by an officer or authorized manager of Control Contractors.
CONTROL CONTRACTORS, INC.
By
Daryl Kapp, CEM
Service Account Executive
Approved for Control Contractor Inc. by:
Matt Williams
Branch Operations Manager
By
Title
Date
Signature
NORTH OLYMPIC LIBRARY SYSTEM
BUILDING SERVICES AGREEMENT
Control Contractors, Inc. 5300 Denver Ave South, Seattle, WA 98108 ph 206 328 -17301 fax 206 -328 -0829
Seattle Portland Anchorage Fairbanks
A Kcorp Company
SYSTEM SERVICES PROPOSAL
NOLS Port Angeles Branch Demand Response hardware, electrical install, programming and testing
Scope narrative:
Provide and install Demand Response hardware and software programming and devices to implement peak demand
power reduction goals per input from NOLS and Global Energy Partners, based on 3/10/11 scope description e-mail.
The followina is included in this or000sal
Provide and install one (1) "Grid Link" internet relay switch ($2,000 cost carried in proposal)
Provide and install one (1) wiring for NOLS LAN Fiber Optics CPE by CPI in Server Room, and 24v power
connection to relay switch
Provide and install two (2) wiring from contacts on relay switch to EMS system
Provide and install one (1) wiring and pulse output from utility meter to internet relay switch
o Note pulse meter to be provided and installed by others
o If multiple pulse output contacts are not available, signal will be picked up by EMS and transmitted to the
internet relay switch
All software and hardware engineering and programming for:
o Demand Response power reduction programming based on closed contact input from relay, or in
anticipation of demand spike if possible, based on experience and recommendations
o "Pre -Peak" notification input and programming for over -heat over -cool "energy storage° control strategy
o Return to Normal state after peak demand period ends may involve staging equipment, prioritizing zones
with customer, etc.
Low voltage electrical permit
Start up and checkout
One year warranty for materials and workmanship
The following is not included in this or000sal:
Troubleshooting and /or repair of existing controls or mechanical systems beyond this scope
Any other material or labor not specifically mentioned herein
Pulse meter to be selected, provided and installed by others
NORTH OLYMPIC LIBRARY SYSTEM
BUILDING SERVICES AGREEMENT
If you have any questions please contact me at (206) 396 -9793, or email to darvIk( controlcontractors.com
Respectfully submitted,
Daryl Kapp
Account Executive
Control Contractors, Inc. 5300 Denver Ave South, Seattle, WA 981081 ph 206 328 -1730 fax 206 328 -0829
Seattle 1 Portland Anchorage Fairbanks
0__CCI
A Kcorp Company
TERMS AND CONDITIONS
NORTH OLYMPIC LIBRARY SYSTEM
BUILDING SERVICES AGREEMENT
By accepting this proposal, Purchaser agrees to be bound by the following terms and conditions:
1. Scope of Work. This proposal is based upon the use of straight time labor only. Plastering, patching and painting
are excluded "In -line" duct and piping devices, including, but not limited to, valves, dampers, humidifiers, wells,
taps, flow meters, orifices, etc if required hereunder to be furnished by Control Contractors, Inc., unless noted
otherwise, shall be distributed and installed by others under Control Contractors' supervision, but at no additional
cost to Control Contractors, Inc. Purchaser agrees to provide Control Contractors with required field utilities
(electricity, toilets, drinking water, project hoist, elevator service, etc.) without charge. Control Contractors, Inc.
agrees to keep the job site clean of debris arising out of its own operations. Purchaser shall not back charge
Control Contractors, Inc (CCI) for any costs or expenses without their written consent
Unless specifically noted in the statement of the scope of work or services undertaken by CCI under this
agreement, CCI's obligations under this agreement expressly exclude any work or service of any nature
associated or connected with the identification, abatement, clean up, control, removal, or disposal of environmental
hazards or dangerous substances, to include but not be limited to asbestos or PCB's, discovered in or on the
premises. Any language or provision of the agreement elsewhere contained which may authorized or empower
the Purchaser to change, modify, or alter the scope of work or services to be performed by CCI shall not operate to
compel CCI to perform any work relating to hazards without CCI's express written consent
2 Invoicing Payments. Control Contractors may invoice Purchaser monthly for all materials delivered to the
jobsite or to an off -site storage facility and for all work performed on -site and off-site Waivers of lien will be
furnished upon request, as the work progresses; to the extent payments are received. If CCI's invoice is not paid
within 60 days of its issuance, it is delinquent.
3. Materials. If the materials or equipment included in this proposal become temporarily or permanently unavailable
for reasons beyond the control and without the fault of CCI, then in the case of such temporary unavailability, the
time for performance of the work shall be extended to the extent thereof, and in the case of permanent
unavailability, CCI shall (a) be excused from fumishing said materials or equipment, and (b) be reimbursed for the
difference between the cost of the materials or equipment permanently unavailable and the cost of a reasonably
available substitute therefore.
4. Warranty. CCI warrants that the equipment manufactured by it shall be free from defects in matenal and
workmanship arising from normal usage for a period of one (1) year from delivery of said equipment, or if installed
by CCI, for a period of one (1) year from installation CCI warrants that for equipment furnished and /or installed
but not manufactured by Schneider Electric or its assigns, CCI will extend the same warranty terms and conditions
which CCI receives from the manufacturer of said equipment For equipment installed by CCI, if Purchaser
provides written notice to CCI of any such defect within thirty (30) days after the appearance or discovery of such
defect, CCI shall, at its option, repair or replace the defective equipment. For equipment not installed by CCI, if
Purchaser returns the defective equipment to CCI within thirty (30) days after the appearance or discovery of such
defect, CCI shall, at its option, repair or replace the defective equipment and return and retum said equipment to
Purchaser. All transportation charges incurred in connection with the warranty for equipment not installed by CCI
shall be borne by Purchaser. These warranties do not extend to any equipment which has been repaired by
others, abused, altered, or misused, or which has not been properly and reasonably maintained THESE
WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT
LIMITED TO, THOSE OF MERCHANTABILITY AND FITNESS FOR A SPECIFIC PURPOSE.
Control Contractors, Inc. 5300 Denver Ave South, Seattle, WA 981081 ph 206 328 -1730 fax 206 328 -0829
Seattle Portland /Anchorage Fairbanks
A Kcorp Company
NORTH OLYMPIC LIBRARY SYSTEM
BUILDING SERVICES AGREEMENT
5 Liability. CCI shall not be liable for any special, indirect or consequential damages arising in any manner from the
equipment or material fumished or the work performed pursuant to this agreement.
6. Taxes. The price of this proposal does not include duties, sales, use, excise, or other similar taxes, unless
required by federal state or local law. Purchaser shall pay, in addition to the stated price, all taxes not legally
required to be paid by CCI, or, alternatively, shall provide CCI with acceptable tax exemption certificates. CCI
shall provide Purchaser with any tax payment certificate upon request and after completion and acceptance of the
work.
7. Delays. CCI shall not be liable for any delay in the performance of the work resulting from or attributed to acts of
circumstances beyond CCI's control, including, but not limited to, acts of God, fire, riots, labor disputes, conditions
of the premises, acts or omissions of the Purchaser, Owner, or other Contractors or delays caused by suppliers or
subcontractors of CCI, etc.
8. Compliance With Laws. CCI shall comply with all applicable federal, state and local laws and regulations and
shall obtain all temporary licenses and permits required for the prosecution of the work. Licenses and permits of a
permanent nature shall be procured and paid by the Purchaser.
9. Disputes. All disputes involving more than $15,000.00 shall be resolved by arbitration in accordance with the
rules of the American Arbitration Association The prevailing party shall recover all legal costs and attorney's fees
incurred as a result. Nothing here shall limit any rights under construction lien laws.
10. Insurance. Insurance coverage in excess of CCI's standard limits will be furnished when requested and required
No credit will be given or premium paid by CCI for insurance afforded by others.
11. Indemnity. The Parties hereto agree to indemnify each other from any and all liabilities, claims, expenses, losses
or damages, including attorneys' fees, which may arise in connection with the execution of the work herein
specified and which are caused, in whole or in part, by the negligent act or omission of the Indemnifying Party
12. Occupational Safety and Health. The Parties hereto agree to notify each other immediately upon becoming
aware of an inspection under, or any alleged violation of the Occupational Safety and Health Act relating in any
way to the project or project site.
13. Entire Agreement. This proposal, upon acceptance, shall constitute the entire agreement between the parties
and supersedes any pnor representations or understandings.
14. Changes. No change or modification of any of the terms and conditions stated herein shall be binding upon CCI
unless accepted by CCI in writing.
Control Contractors, Inc. 5300 Denver Ave South, Seattle, WA 981081 ph 206 -328 -17301 fax 206 328 -0829
Seattle Portland Anchorage Fairbanks
Attachment B
Form w -9
(Rev October 2007)
Department of the Treasury
Internal Revenue Service
Name (as shown on your income tax return)
c
0
C
4' t
3
o b.
cI
C
n. 0
e
a.
to
m
N
EN North Olympic Library System
a Business name, if different from above
Part I
Part II
Sign
Here
Check appropnate box. Individual /Sole proprietor Corporation Partnership
Limited liability company Enter the tax classification (D= disregarded entity, C= corporation, P= partnership)
Other (see instructions) Local Government
Address (number, street, and apt. or suite no
2210 S. Peabody Street
City, state, and ZIP code
Port Angeles, WA 98362
List account number(s) here (optional)
Taxpayer Identification Number (TIN)
Enter your TIN in the appropriate box. The TIN provided must match the name given on Line 1 to avoid
backup withholding For individuals, this is your social security number (SSN) However, for a resident
alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is
your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3
Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose
number to enter
Certification
Identification Number and Certification
Under penalties of perjury, I certify that:
1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and
2 I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Intemal
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. I am a U.S. citizen or other U S person (defined below)
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 of secured property, cancellation of debt, contributions to an individual retirement
arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the Certification, but you must
provide your correct TIN. See the instructions on page 4.
Signature o
U.S. person
General Instructs
A
Section references are to the Internal Revenue Cod- unless
otherwise noted.
Purpose of Form
A person who is required to file an information return with the
IRS must obtain your correct taxpayer identification number (TIN)
to report, for example, income paid to you, real estate
transactions, mortgage interest you paid, acquisition or
abandonment of secured property, cancellation of debt, or
contributions you made to an IRA.
Use Form W -9 only if you are a U.S. person (including a
resident alien), to provide your correct TIN to the person
requesting it (the requester) and, when applicable, to:
1. Certify that the TIN you are giving is correct (or you are
waiting for a number to be issued),
2. Certify that you are not subject to backup withholding, or
3. Claim exemption from backup withholding if you are a U.S.
exempt payee. If applicable, you are also certifying that as a
U.S. person, your allocable share of any partnership income from
a U.S. trade or business is not subject to the withholding tax on
foreign partners' share of effectively connected income.
Note. If a requester gives you a form other than Form W to
request your TIN, you must use the requester's form if it is
substantially similar to this Form W -9.
Request for Taxpayer
Give form to the
requester. Do not
send to the IRS.
Exempt
payee
Requester's name and address (optional)
Social security number
or
Employer identification number
91 1239366
Date► I t/!
Definition of a U.S. person. For federal tax purposes, you are
considered a U.S. person if you are:
An individual who is a U.S. citizen or U.S. resident alien,
A partnership, corporation, company, or association created or
organized in the United States or under the laws of the United
States,
An estate (other than a foreign estate), or
A domestic trust (as defined in Regulations section
301.7701 -7).
Special rules for partnerships. Partnerships that conduct a
trade or business in the United States are generally required to
pay a withholding tax on any foreign partners' share of income
from such business. Further, in certain cases where a Form W -9
has not been received, a partnership is required to presume that
a partner is a foreign person, and pay the withholding tax.
Therefore, if you are a U.S. person that is a partner in a
partnership conducting a trade or business in the United States,
provide Form W -9 to the partnership to establish your U.S.
status and avoid withholding on your share of partnership
income.
The person who gives Form W -9 to the partnership for
purposes of establishing its U.S. status and avoiding withholding
on its allocable share of net income from the partnership
conducting a trade or business in the United States is in the
following cases:
The U.S. owner of a disregarded entity and not the entity,
Cat No 10231X Form W -9 (Rev 10 -2007)
Form W -9 (Rev 10 -2007)
The U.S. grantor or other owner of a grantor trust and not the
trust, and
The U.S. trust (other than a grantor trust) and not the
beneficiaries of the trust.
Foreign person. If you are a foreign person, do not use Form
W -9. Instead, use the appropriate Form W -8 (see Publication
515, Withholding of Tax on Nonresident Aliens and Foreign
Entities).
Nonresident alien who becomes a resident alien. Generally,
only a nonresident alien individual may use the terms of a tax
treaty to reduce or eliminate U.S. tax on certain types of income.
However, most tax treaties contain a provision known as a
"saving clause." Exceptions specified in the saving clause may
permit an exemption from tax to continue for certain types of
income even after the payee has otherwise become a U.S.
resident alien for tax purposes.
If you are a U.S. resident alien who is relying on an exception
contained in the saving clause of a tax treaty to claim an
exemption from U.S. tax on certain types of income, you must
attach a statement to Form W -9 that specifies the following five
items:
1 The treaty country. Generally, this must be the same treaty
under which you claimed exemption from tax as a nonresident
alien.
2. The treaty article addressing the income.
3. The article number (or location) in the tax treaty that
contains the saving clause and its exceptions.
4. The type and amount of income that qualifies for the
exemption from tax.
5. Sufficient facts to justify the exemption from tax under the
terms of the treaty article.
Example. Article 20 of the U.S. -China income tax treaty allows
an exemption from tax for scholarship income received by a
Chinese student temporarily present in the United States. Under
U.S. law, this student will become a resident alien for tax
purposes if his or her stay in the United States exceeds 5
calendar years. However, paragraph 2 of the first Protocol to the
U.S. -China treaty (dated April 30, 1984) allows the provisions of
Article 20 to continue to apply even after the Chinese student
becomes a resident alien of the United States. A Chinese
student who qualifies for this exception (under paragraph 2 of
the first protocol) and is relying on this exception to claim an
exemption from tax on his or her scholarship or fellowship
income would attach to Form W -9 a statement that includes the
information described above to support that exemption.
If you are a nonresident alien or a foreign entity not subject to
backup withholding, give the requester the appropriate
completed Form W -8.
What is backup withholding? Persons making certain payments
to you must under certain conditions withhold and pay to the
IRS 28% of such payments. This is called "backup withholding."
Payments that may be subject to backup withholding include
interest, tax- exempt interest, dividends, broker and barter
exchange transactions, rents, royalties, nonemployee pay, and
certain payments from fishing boat operators. Real estate
transactions are not subject to backup withholding.
You will not be subject to backup withholding on payments
you receive if you give the requester your correct TIN, make the
proper certifications, and report all your taxable interest and
dividends on your tax retum.
Payments you receive will be subject to backup
withholding if:
1. You do not furnish your TIN to the requester,
2. You do not certify your TIN when required (see the Part II
instructions on page 3 for details),
3. The IRS tells the requester that you fumished an incorrect
TIN,
Page 2
4. The IRS tells you that you are subject to backup
withholding because you did not report all your interest and
dividends on your tax retum (for reportable interest and
dividends only), or
5. You do not certify to the requester that you are not subject
to backup withholding under 4 above (for reportable interest and
dividend accounts opened after 1983 only).
Certain payees and payments are exempt from backup
withholding. See the instructions below and the separate
Instructions for the Requester of Form W -9.
Also see Special rules for partnerships on page 1.
Penalties
Failure to fumish TIN. If you fail to furnish your correct TIN to a
requester, you are subject to a penalty of $50 for each such
failure unless your failure is due to reasonable cause and not to
willful neglect.
Civil penalty for false information with respect to
withholding. If you make a false statement with no reasonable
basis that results in no backup withholding, you are subject to a
$500 penalty.
Criminal penalty for falsifying information. Willfully falsifying
certifications or affirmations may subject you to criminal
penalties including fines and /or imprisonment.
Misuse of TINs. If the requester discloses or uses TINs in
violation of federal law, the requester may be subject to civil and
criminal penalties.
Specific Instructions
Name
If you are an individual, you must generally enter the name
shown on your income tax return. However, if you have changed
your last name, for instance, due to marriage without informing
the Social Security Administration of the name change, enter
your first name, the last name shown on your social security
card, and your new last name.
If the account is in joint names, list first, and then circle, the
name of the person or entity whose number you entered in Part I
of the form.
Sole proprietor. Enter your individual name as shown on your
income tax return on the "Name" line. You may enter your
business, trade, or "doing business as (DBA)" name on the
"Business name" line.
Limited liability company (LLC). Check the "Limited liability
company" box only and enter the appropriate code for the tax
classification "D" for disregarded entity, "C" for corporation, "P"
for partnership) in the space provided.
For a single- member LLC (including a foreign LLC with a
domestic owner) that is disregarded as an entity separate from
its owner under Regulations section 301.7701 -3, enter the
owner's name on the "Name" line. Enter the LLC's name on the
"Business name" line.
For an LLC classified as a partnership or a corporation, enter
the LLC's name on the "Name" line and any business, trade, or
DBA name on the "Business name" line.
Other entities. Enter your business name as shown on required
federal tax documents on the "Name" line. This name should
match the name shown on the charter or other legal document
creating the entity. You may enter any business, trade, or DBA
name on the `Business name" line.
Note. You are requested to check the appropriate box for your
status (individual /sole proprietor, corporation, etc.).
Exempt Payee
If you are exempt from backup withholding, enter your name as
described above and check the appropriate box for your status,
then check the "Exempt payee" box in the line following the
business name, sign and date the form.
Form W -9 (Rev 10 -2007)
Generally, individuals (including sole proprietors) are not exempt
from backup withholding. Corporations are exempt from backup
withholding for certain payments, such as interest and dividends.
Note. If you are exempt from backup withholding, you should
still complete this form to avoid possible erroneous backup
withholding.
The following payees are exempt from backup withholding:
1. An organization exempt from tax under section 501(a), any
IRA, or a custodial account under section 403(b)(7) if the account
satisfies the requirements of section 401(f)(2),
2. The United States or any of its agencies or
instrumentalities,
3. A state, the District of Columbia, a possession of the United
States, or any of their political subdivisions or instrumentalities,
4. A foreign government or any of its political subdivisions,
agencies, or instrumentalities, or
5. An international organization or any of its agencies or
instrumentalities.
Other payees that may be exempt from backup withholding
include:
6. A corporation,
7. A foreign central bank of issue,
8. A dealer in securities or commodities required to register in
the United States, the District of Columbia, or a possession of
the United States,
9. A futures commission merchant registered with the
Commodity Futures Trading Commission,
10. A real estate investment trust,
11. An entity registered at all times during the tax year under
the Investment Company Act of 1940,
12. A common trust fund operated by a bank under section
584(a),
13. A financial institution,
14. A middleman known in the investment community as a
nominee or custodian, or
15. A trust exempt from tax under section 664 or described in
section 4947.
The chart below shows types of payments that may be
exempt from backup withholding. The chart applies to the
exempt payees listed above, 1 through 15.
IF the payment is for
Interest and dividend payments
Broker transactions
Barter exchange transactions
and patronage dividends
Payments over $600 required
to be reported and direct
sales over $5,000'
THEN the payment is exempt
for...
All exempt payees except
for 9
Exempt payees 1 through 13
Also, a person registered under
the Investment Advisers Act of
1940 who regularly acts as a
broker
Exempt payees 1 through 5
Generally, exempt payees
1 through 7
'See Form 1099 -MISC, Miscellaneous Income, and Its instructions
2 However, the following payments made to a corporation (including gross
proceeds paid to an attorney under section 6045(f), even if the attorney is a
corporation) and reportable on Form 1099 -MISC are not exempt from
backup withholding medical and health care payments, attorneys' fees, and
payments for services paid by a federal executive agency
Page 3
Part I. Taxpayer Identification
Number (TIN)
Enter your TIN in the appropriate box. If you are a resident
alien and you do not have and are not eligible to get an SSN,
your TIN is your IRS individual taxpayer identification number
(ITIN). Enter it in the social security number box. If you do not
have an ITIN, see How to get a TIN below.
If you are a sole proprietor and you have an EIN, you may
enter either your SSN or EIN. However, the IRS prefers that you
use your SSN.
If you are a single- member LLC that is disregarded as an
entity separate from its owner (see Limited liability company
(LLC) on page 2), enter the owner's SSN (or EIN, if the owner
has one). Do not enter the disregarded entity's EIN. If the LLC is
classified as a corporation or partnership, enter the entity's EIN.
Note. See the chart on page 4 for further clarification of name
and TIN combinations.
How to get a TIN. If you do not have a TIN, apply for one
immediately. To apply for an SSN, get Form SS -5, Application
for a Social Security Card, from your local Social Security
Administration office or get this form online at www.ssa.gov. You
may also get this form by calling 1 -800- 772 -1213. Use Form
W -7, Application for IRS Individual Taxpayer Identification
Number, to apply for an ITIN, or Form SS -4, Application for
Employer Identification Number, to apply for an EIN. You can
apply for an EIN online by accessing the IRS website at
www.irs.gov /businesses and clicking on Employer Identification
Number (EIN) under Starting a Business. You can get Forms W -7
and SS -4 from the IRS by visiting www.irs.gov or by calling
1- 800 -TAX -FORM (1- 800 829 3676).
If you are asked to complete Form W -9 but do not have a TIN,
write "Applied For" in the space for the TIN, sign and date the
form, and give it to the requester. For interest and dividend
payments, and certain payments made with respect to readily
tradable instruments, generally you will have 60 days to get a
TIN and give it to the requester before you are subject to backup
withholding on payments. The 60 -day rule does not apply to
other types of payments. You will be subject to backup
withholding on all such payments until you provide your TIN to
the requester.
Note. Entering "Applied For" means that you have already
applied for a TIN or that you intend to apply for one soon.
Caution: A disregarded domestic entity that has a foreign owner
must use the appropriate Form W -8.
Part II. Certification
To establish to the withholding agent that you are a U.S. person,
or resident alien, sign Form W -9. You may be requested to sign
by the withholding agent even if items 1, 4, and 5 below indicate
otherwise.
For a joint account, only the person whose TIN Is shown in
Part I should sign (when required). Exempt payees, see Exempt
Payee on page 2.
Signature requirements. Complete the certification as indicated
in 1 through 5 below.
1. Interest, dividend, and barter exchange accounts
opened before 1984 and broker accounts considered active
during 1983. You must give your correct TIN, but you do not
have to sign the certification.
2. Interest, dividend, broker, and barter exchange
accounts opened after 1983 and broker accounts considered
inactive during 1983. You must sign the certification or backup
withholding will apply. If you are subject to backup withholding
and you are merely providing your correct TIN to the requester,
you must cross out item 2 in the certification before signing the
form.
Form W -9 (Rev 10 -2007)
3. Real estate transactions. You must sign the certification.
You may cross out item 2 of the certification.
4. Other payments. You must give your correct TIN, but you
do not have to sign the certification unless you have been
notified that you have previously given an incorrect TIN. "Other
payments" include payments made in the course of the
requester's trade or business for rents, royalties, goods (other
than bills for merchandise), medical and health care services
(including payments to corporations), payments to a
nonemployee for services, payments to certain fishing boat crew
members and fishermen, and gross proceeds paid to attorneys
(including payments to corporations).
5. Mortgage interest paid by you, acquisition or
abandonment of secured property, cancellation of debt,
qualified tuition program payments (under section 529), IRA,
Coverdell ESA, Archer MSA or HSA contributions or
distributions, and pension distributions. You must give your
correct TIN, but you do not have to sign the certification.
What Name and Number To Give the Requester
For this type of account Give name and SSN of:
1. Individual
2. Two or more individuals (joint
account)
3 Custodian account of a minor
(Uniform Gift to Minors Act)
4. a The usual revocable savings
trust (grantor is also trustee)
b. So- called trust account that is
not a legal or valid trust under
state law
5 Sole proprietorship or disregarded
entity owned by an individual
For this type of account
6 Disregarded entity not owned by an
Individual
7. A valid trust, estate, or pension trust
8. Corporate or LLC electing
corporate status on Form 8832
9 Association, club, religious,
charitable, educational, or other
tax- exempt organization
10 Partnership or multi- member LLC
11. A broker or registered nominee
12 Account with the Department of
Agriculture in the name of a public
entity (such as a state or local
government, school district, or
person) that receives agricultural
program payments
2 Circle the minor's name and furnish the minor's SSN
The individual
The actual owner of the account or,
if combined funds, the first
Individual on the account'
The minor
The grantor trustee
The actual owner
The owner'
The owner
Give name and EIN of:
Legal entity
The corporation
The organization
The partnership
The broker or nominee
The public entity
'List first and circle the name of the person whose number you furnish If only one person
on a joint account has an SSN, that person's number must be furnished.
3 You must show your individual name and you may also enter your business or "DBA"
name on the second name line You may use either your SSN or EIN (if you have one),
but the IRS encourages you to use your SSN.
List first and circle the name of the trust, estate, or pension trust (Do not furnish the TIN
of the personal representative or trustee unless the legal entity itself is not designated in
the account title.) Also see Special rules for partnerships on page 1.
Note. If no name is circled when more than one name is listed,
the number will be considered to be that of the first name listed.
Page 4
Secure Your Tax Records from Identity Theft
Identity theft occurs when someone uses your personal
information such as your name, social security number (SSN), or
other identifying information, without your permission, to commit
fraud or other crimes. An identity thief may use your SSN to get
a job or may file a tax return using your SSN to receive a refund.
To reduce your risk:
Protect your SSN,
Ensure your employer is protecting your SSN, and
Be careful when choosing a tax preparer.
Call the IRS at 1- 800 829 -1040 if you think your identity has
been used inappropriately for tax purposes.
Victims of identity theft who are experiencing economic harm
or a system problem, or are seeking help in resolving tax
problems that have not been resolved through normal channels,
may be eligible for Taxpayer Advocate Service (TAS) assistance.
You can reach TAS by calling the TAS toll -free case intake line
at 1- 877 777 -4778 or TTYTTDD 1- 800 829 -4059.
Protect yourself from suspicious emails or phishing
schemes. Phishing is the creation and use of email and
websites designed to mimic legitimate business emails and
websites. The most common act is sending an email to a user
falsely claiming to be an established legitimate enterprise in an
attempt to scam the user into surrendering private information
that will be used for identity theft.
The IRS does not initiate contacts with taxpayers via emails.
Also, the IRS does not request personal detailed information
through email or ask taxpayers for the PIN numbers, passwords,
or similar secret access information for their credit card, bank, or
other financial accounts.
If you receive an unsolicited email claiming to be from the IRS,
forward this message to phishing@irs.gov. You may also report
misuse of the IRS name, logo, or other IRS personal property to
the Treasury Inspector General for Tax Administration at
1- 800 366 -4484. You can forward suspicious emails to the
Federal Trade Commission at: spam@uce.gov or contact them at
www.consumer.gov /idtheft or 1- 877- IDTHEFT(438- 4338).
Visit the IRS website at www.irs.gov to leam more about
identity theft and how to reduce your risk.
Privacy Act Notice
Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons who must file information returns with the IRS to report Interest,
dividends, and certain other income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, cancellation of debt, or
contributions you made to an IRA, or Archer MSA or HSA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return
The IRS may also provide this information to the Department of Justice for civil and criminal litigation, and to cities, states, the District of Columbia, and U S
possessions to carry out their tax laws We may also disclose this information to other countries under a tax treaty, to federal and state agencies to enforce federal
nontax criminal laws, or to federal jaw enforcement and intelligence agencies to combat terrorism
You must provide your TIN whether or not you are required to file a tax retum Payers must generally withhold 28% of taxable interest, dividend, and certain other
payments to a payee who does not give a TIN to a payer Certain penalties may also apply
Paula Barnes
From: Leigh Holmes <Iholmes @enernoc.com>
Sent: Monday, August 15, 2011 9:04 AM
To: Paula Barnes
Cc: Robert Kajfasz; Brian Phillips
Subject: RE: Request for direct payment to controls vendor
Hi Paula,
I can confirm the payment details you outlined in your email to me are correct. Thank you for working so quickly to
enable us to meet our deadline. We sincerely appreciate your efforts and your fast response.
Leigh Holmes
From: Paula Barnes [pbarnes @nols.org]
Sent: Monday, August 15, 2011 8:51 AM
To: Leigh Holmes
Cc: Robert Kajfasz; Brian Phillips
Subject: RE: Request for direct payment to controls vendor
Dear Leigh,
As I explained to you when you called on Friday afternoon, our risk management attorney has advised us not to sign a
contract which reflects payment terms that are different than those that will be followed in reality. When I said we've
been told it's impossible to change that small section of the contract, she said the next best thing would be to have a
letter on your company letterhead referencing that section of the contract, and spelling out how invoicing and payment
will be actually handled. When I asked you for such a letter, you said you believed that's against your company policy,
but you'd check on it.
In the absence of such letter, and since time has apparently all but run out, and in an effort to bring this matter to a swift
conclusion, please confirm the following. Regarding the Pilot Participation Agreement between Global Energy Partners,
the City of Port Angeles and the North Olympic Library System (NOLS), NOLS understands the payment terms described
in Section 5 will be handled as follows: Instead of NOLS providing Global with copies of invoices, Global submitting
payment requests to Bonneville Power Administration (BPA), and Global paying NOLS within 60 days of receipt of
invoices as described in Section 5 of the Agreement, Global will pay the vendor, Control Contractors Inc. (CCI), directly.
If I have correctly stated how payments will be handled, and if you concur with the above, kindly confirm in your email
reply, and we will attach this email stream to the executed Agreement. I was distressed to learn that the deadline for
executing the contract was last Friday I was caught completely off guard by that news. I hope that we can resolve this
small but important matter as swiftly as possible, so we can proceed with the project. Thank you for your cooperation.
Paula Barnes, Director
North Olympic Library System
2210 South Peabody Street
Port Angeles, WA 98362
PBarnes @nols.org
PBarnes @nols.org 0 360.417.8525 C 360.808.5876 F 360.457.4469
1
www.nols.org Learn. Create. Connect.
From: Leigh Holmes [mailto:lholmes @enernoc.com]
Sent: Friday, August 12, 2011 3:58 PM
To: Brian Phillips; Paula Barnes
Cc: Robert Kajfasz
Subject: FW: Request for direct payment to controls vendor
Hi Paula,
Thank you for your efforts in working to find a solution to allow signing the participation agreement. Below is the
template that you can send back to me requesting we pay the vendor directly. I will in return send an email confirming
that we will indeed do this. I hope this provides a satisfactory solution as we are very much looking forward to having
you in the pilot.
Thanks
Leigh
We request Global energy Partners to pay the control vendors directly. In doing so we release the equipment incentive
of $16,431 (inc tax) to CONTROL CONTRACTORS INC. (5300 Denver Ave South, Seattle, WA 98108).
Please note as before that you will authorize CCI to complete the work and they will invoice you (not Global Energy
Partners)
Leigh Holmes Senior Energy Engineer
Global Energy Partners, an EnerNOC, Inc. Company
500 Ygnacio Valley Road 4501 Walnut Creek, CA 94596
o: 310.564.6474 1 c: 310.994.4076 1 f: 925.284 -3147 Iholmes @enernoc.com <mailto:ccarpentier @enernoc.com>
www.enernoc .com <http: /www.enernoc.com 1 www.gepllc .com <http: /www.enernoc.com
NOTICE OF CONFIDENTIALITY: This email, including any attachments, is intended for use only by the addressee(s) named
herein and may contain confidential information, legally privileged information, and Global client work product. If you
are not the intended recipient of this email, you are hereby notified that any dissemination, distribution or copying of
this email, and any attachments, is strictly prohibited. If you have received this email in error, please reply to the sender
that you have received the message and then permanently delete it.
From: Leigh Holmes
Sent: Thursday, August 11, 2011 10:08 AM
To: Brian Phillips
Cc: 'Robert Kajfasz'
Subject: Request for direct payment to controls vendor
Hi Brian,
Below is the request form to have the incentives be paid directly to your controls vendor. If you email this to me I will
reply with confirmation that we will indeed pay this vendor directly.
2
We request Global energy Partners to pay the control vendors directly. In doing so we release the equipment incentive
of $16,431 (inc tax) to CONTROL CONTRACTORS INC. (5300 Denver Ave South, Seattle, WA 98108).
Please note as before that you will authorize CCI to complete the work and they will invoice you (not Global Energy
Partners)
Thanks
Leigh Holmes Senior Energy Engineer
Global Energy Partners, an EnerNOC, Inc. Company
500 Ygnacio Valley Road 4501 Walnut Creek, CA 94596
o: 310.564.6474 1 c: 310.994.4076 1 f: 925.284 -3147 Iholmes @enernoc.com<mailto:ccarpentier @enernoc.com>
www.enernoc .com<http: /www.enernoc.com 1 www. gepllc .com <http: /www.enernoc.com
NOTICE OF CONFIDENTIALITY: This email, including any attachments, is intended for use only by the addressee(s) named
herein and may contain confidential information, legally privileged information, and Global client work product. If you
are not the intended recipient of this email, you are hereby notified that any dissemination, distribution or copying of
this email, and any attachments, is strictly prohibited. If you have received this email in error, please reply to the sender
that you have received the message and then permanently delete it.
This email and any information disclosed in connection herewith, whether written or oral, is the property of EnerNOC,
Inc. and is intended only for the person or entity to which it is addressed. This email may contain information that is
privileged, confidential or otherwise protected from disclosure. Distributing or copying any information contained in this
email to anyone other than the intended recipient is strictly prohibited.
This email and any information disclosed in connection herewith, whether written or oral, is the property of EnerNOC,
Inc. and is intended only for the person or entity to which it is addressed.
This email may contain information that is privileged, confidential or otherwise protected from disclosure.
Distributing or copying any information contained in this email to anyone other than the intended recipient is strictly
prohibited.
3