HomeMy WebLinkAboutContracts & Agreements_195-2012_CCv0001.pdf Global Energy Partners
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AUTOMATED DEMAND RESPONSE (AUTO-DR) PROGRAM
CUSTOMER PARTICIPATION AGREEMENT
This Customer Participation Agreement ("Agreement") is made and entered into on t ' -11(the
"Effective Date") between Global Energy Partners, LLC ("GEP"), and City of Redlands
("Customer"). GEP and Customer are defined herein each as a "Party" and collectively, as the
"Parties"to this Agreement.
WHEREAS, Customer has designated GEP as the Authorized Agent("Authorized Agent")on the
Southern California Edison (SCE) farm Energy Management Solutions Incentives Application for
Business Customers("Application").
NOW,THEREFORE,the Parties, intending to be legally bound, hereby agree as follows:
1. Term. This Agreement shalt commence on the Effective gate and end on December 31,
2014(the"Term").
. Program Description. SCE's automated demand response incentive program (the "Auto-
DR Program") is designed to provide designated incentive funds to subsidize hardware and
software installation costs incurred by Customer in connection with system upgrades that
enable Customer's participation in the DR Program via automated load reduction strategies.
Customers participating the Auto-DR Program are eligible for customized services that
include: Project Management, Aggregator Services and Equipment Installation.
a. Project Management is comprised of services to Customer and are offered to ensure the
successful implementation of the Auto-DR Measures(as defined on Attachment A).
b. Aggregator Services are comprised of services to Customer and are designed to procure
communications hardware and software from the Aggregator that will support the
enablement of Customer in the Auto-DR Program..
c. Equipment Installation incentive shall be for the reimbursement of costs associated with
the design, procurement, and installation of the Auto-DR Measures,
Auto-DR Program incentive funds will be reserved as specified in the Application and are
paid on a first-came,first-served basis until funds are depleted.
3. Auto-DR Measures.
a. Auto-ISP Measures. Prior to the enablement of the Auto-DR Measures, Customer agrees
to work with GEP to perform a site survey in order to (i) conduct a pre-installation
inspection to verify the existence of the operating technology, (ii) identify potential cost
effective demand response strategies and implementation specifications,and (iii)analyze
pre-installation energy usage. Based on the foregoing site survey, GEP shall submit to
Customer an Auto-DR Measure enablement plan in the form of Attachment A (the
'Enablement Plan"), which identifies the Auto-DR Measures, estimated demand savings
and project costs. Customer shall provide written approval of the Enablement Plan within
fourteen(14)days receipt from GER
Implementation.The Customer must complete the implementation of the Auto-DR Measures no
later than 180 days after the Application is approved by SCE.
Customer hereby acknowledges and agrees that all costs associated with the design,
procurement and implementation of the Auto-DR Measures are the sole responsibility of
Customer. Auto-DR Measures include equipment, hardware, software and services procured by
Customer to automate load shed and exclude costs incurred by GEP to fulfill its obligations under
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this agreement.
Customer further acknowledges that it or its Authorized Agent shall receive an incentive for the
implementation of the Auto-DR Measures upon validation and approval of such measures by
SCE.
4. Site Access. Upon reasonable prior notice and during normal working hours,Customer
agrees to grant GEP, representatives access to Customer facilities in order to perform the
preinstallation and post-installation site inspections in connection with the implementation of
the Auto-DR Measures.
S. Customer Representations and Warranties. Customer represents and warrants as of the
Effective Date and throughout the Term of the Agreement that:.
a. Customer is an SCE customer with an active electrical 15-minute-interval meter and has
electric capacity equal to or greater than 200 kW.
b. Customer is enrolled in, or in the process of enrolling in the DR Program and upon
installation of the Auto-DR Measures, Customer agrees to maintain and operate the
Auto-DR Measures in a qualifying DR Program for thirty-six months following
implementation of the Auto-DR Measures.
c. Customer will comply with the SCE rules and regulations governing the Auto-DR
Program(the"Program Rules")and further acknowledges and agrees that failure to abide
by the Program Rules, including failure to maintain and operate the Auto-DR Measures in
accordance with Section 5(b) hereof, may require Customer to refund to SCE up to 100%
of the Incentive Payments(as defined below).
d. Customer has not already received incentives car �prices(excluding tax credits available
under the Energy Policy Act of 2005) for the Auto-DR Measures and Customer agrees
not to apply for or receive incentives or services foor the Auto-DR Measures from another
utility, state,or local program.
6. Payment Terms.
a. Eligible Incentive Payments. GEP will reimburse Customer or its third party contractors in
proportion to the measures and costs specified in the Enablement Plan in the form of
Attachment A("Incentive Payments"), provided that total Incentive Payments for installed
Auto-DR Measures shall not exceed 100% of the automated demand response project
costs. If SCE determines that Attachment A Measures do not qualify and SCE lowers the
load shed kW amount and incentives, then all parties (Customer, GEP, EnerNOC, third
party contractors) will proportionally share in that lower incentive amount.
Notwithstanding anything contained herein to the contrary, Customer may request in
writing to GEP that a portion of the Incentive Payment be made directly to a third party
contractor that performed all or some of the on-site work in connection with the
installation of the Auto-DR Measures; provided that in exchange for such payment,
Customer hereby acknowledges that GEP's payment obligations pursuant to this
Agreement are hereby fully and completely discharged and Customer absolutely and
unconditionally hereby release, remises, discharges and holds harmless GEP and
EnerNOC from any and all actions or causes of action, claims, liabilities, damages,
controversies, judgments, rights and demands, whether existing or contingent, known or
unknown,with respect to such payments.
b. Payment Timing. GEP shall make all payments associated with Customer's participation
in the Auto-DR Program to Customer or third party contractors within forty-five (45)days
of GEP's receipt of total payment from SCE.
c. Tax Reporting. For incentive payments made to Customer or third party contractor of the
SCE Auto-DR Program by GIMP, GEP will require participants to complete a W-9 form. A
copy of the W-9 farm is included in Attachment P, attached hereto. Rased upon the W-9
information received, GEP shall file an IRS Form 1099 for all non-corporate entities who
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receive payment from GEP that exceeds $000 annually. For corporate entities, if
requested by the program participant, GEP shall report payments that exceed $600
annually.
7. CPUC Required Disclosure Statement. California consumers are not obligated to
purchase any full fee service or other service not funded by the Aute-DR Program, The
Auto-DR Program is funded by the California utility ratepayers and administered by SCE
under the auspices of the CPUC.
Los consumidores en California no estin obligados a comprar servicios completes o
adicionales que no esten cubiertos baja este programa. Este programa est.1 f[nanciado
per los usuarios de servicios p6blicos en California baja la jurisdicci6n de la Comisi6n de
Servicios Pubiicos de California(CPUC).
. General Terms.
a. Indemnification. Each party shall indemnify the other for any losses or damages brought
or incurred, to the extent resulting from (i) any third party claims due to any bodily injury,
death or damage to tangible personal property to the extent caused by the negligent acts
or omissions of the indemnifying party or its employees in the performance of this
Agreement, except to extent that the losses or damages arise from the other party's
negligence or willful misconduct and (ii) any material breach of the representations,
warranties, covenants and obligations of the indemnifying Party under this Agreement.
The indemnifying party will pay reasonable legal fees as incurred and such damages or
costs as are finally awarded against the indemnified party or agreed to in settlement for
such claim provided that the indemnified party gives the indemnifying party (i) prompt
written notice of any such claim or threatened claim, (ii) sole control of the defense,
negotiations and settlement of such claim, and (iii) full cooperation in any defense or
settlement of the claim.
b. Limitation on Liability. GEP's liability hereunder is limited to direct actual damages as the
sole and exclusive remedy, and total damages shall not exceed the amounts paid to GEP
under this Agreement, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE
OTHER FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, INDIRECT OR
CONSEQUENTIAL DAMAGES. In no respect shall GEP incur any liability, damages, or
fines resulting from, but not limited to, direct, indirect, special, or consequential local,
state and federal code violations or regulations, resulting from the implementation of any
Auto-DR Measures.
c. Compliance with Laws. GEP agrees to comply with all federal, state, and municipal laws,
ordinances, rules, orders, and regulations, which apply to its actions at the facility or to
the project.
d. Survival of Obligations. The respective obligations of the Parties under this
Agreement that by their mature would continue beyond the termination,
cancellation or expiration, shall survive any termination, cancellation or
expiration, including, but not limited to, obligations to indemnify and covenant
contained in Section (b),
e- Notices.Any notices required pursuant to this Agreement shall be served at the following
addresses:
Customer Global Energy Partners
Name: Name: Claire Curtin
Title: Title: Program Manager
Company: Company:. Global Energy Partners, LLC
Address: Address: 500 Ygnacio Valley Rd., Suite
Phone: 450,Walnut Creep, CA 94596
Email: Phone: 9254822000
Email: ccurtin @enernoc.com
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IN WITNESS WHEREOF, GEP and Customer have executed this Agreement ent n the day and
year first set forth above.
coag
BY-7W pate; December 4, 2012
Print arae:
Attest by: "
San Irwin �y Clerk
Global Ery Partners, LLC
Date:
dark beady,Senior Director, Utilit� ' grams
Print-Marne:
4
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Attachment A
Auto-®R Measure Enablernent Plan
Demand Response Estimated Estimated Available
Customer Service Agreement l0# Measure Load Shed Equipmentlinstallation
Potential kW €ncerttive aUO
See Attached Pump Curtailment 2,200 $660,000
Taal Incentive Available 2,2OOkW $569,000
Description of Service/Hardware Incentive Allocation Estimated
Service/Hardware Provider Provider! (per kW) Project
cost $
Controls Vendor Vendor Selected by Customer $2461kW $541,600
Site Assessment,Project
Pf nerNOC Management,Gateway Device $541AW $116,200
Enablement
Estirmited Project Cost $3001kW $669,099
Customer
By- pate: December 4, 2012
Print e: i
Attest.by:
Sam Irwi C ty Clerk
Global Energy Partners, LLC
By-- pate=
Mark Reedy, Ser:iar ,Director, Utility Pr` grij s
Print Name: le, ck,"-s
�ww
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Global EnergyPartmrs-
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Copyright 2012 Global Energy Partners_LLC Page 6 of 7
Global Energy Par ner -
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Attachment B
-9 Form
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Form for Ci° Give Farm to the
(Rev.December 20111) g requester.Do not
flepartrneiifarlheTreasury Identification a bei dCertification send tothe IRS.
Internet its" ue Service
Name(as shown on your income tax return)
City of Redlands
Business nameldisregaarded entity name,if different from above
c
Check appropriate box for federal tax classification;
° Individual/sole proprietor 0 c Corporation [l S Corporation (] Partnership E]Trust/estate
o
E] Limited liability company.Enter the tax classification(C=C corporation,S=S corporation,P=partnership)P-
u Exempt payee
oy ________________________________
Other(see instruetions}! Muniei al Government
aAddress(number,street,and apt.or suite no.) Requester's name and address(optional)
35 Cajon St
City,state,and ZIP code
Redlands,CA 92373
List account number(s)here{optional}
Tajpa er Identification NUMber(TIN)
Enter your TIN in the appropriate box.The TIN provided trust match the name given on the"Name"line Sociall security number
to avoid backup withholding.For individuals,this is your social security number(SSN).However,for a e
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,sec Now 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 9*vloyer identification number
number to enter. t
tg5 - 6 0 0 0 7 6 6
Certification
Under penalties of perjury,I certify that:
I. The number shown on this form is my correct taxpayer identification number(or I am waiting for a nurnbe,to be issued to me),and
2. lam not subject to backup withholding because:(a)I am exempt from backup withholding,or(b)I have-J 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 dividef .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).
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,stem 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.
Sign signature of
Here u.s,person pl» Date December 4, 2012
General Instructions Note.If a requester gives you a farm other than Form VW-9 to request
your TIN,you trust use the requester's form if it is substantially similar
Section references are to the Internal Revenue Mode unless otherwise to this Form -9.
noted,
Definition of a U.S.person.For federal tax purposes,you are
Purpose of Porn considered a U.S.person if you,are:
A person who is required to file an information return with the IRS must *An individual who is a U.S.citizen or U.S.resident alien,
obtain your correct taxpayer identification number(TIP!)to report,for e A partnership,corporation,company,or association created or
example,income paid to you,real estate transactions,mortgage interest organized in the United States or under the laws of the United States,
you paid,acquisition or abandonment of secured property,cancellationAn estate{other than a foreign estate),or
of debt,or coritributions,you made to an IRA.
Use Form W-9 only if you are a U.S,person(including a resident a A domestic trust(as defined in Regulations section 301370I-7),
alien),to provide your correct TIN to the person requesting it(the Special rules for partnerships.Partnerships that conduct a trade or
requester),and,when applicable,to: business in the United States are generally required to pay a withholding
tax on any foreign partners'share of income from such business,
1.Certify that the TIN you are giving is correct(or you are waiting for a Further,in certain cases where a Form W-5 has not been received,a
number to be issued), partnership is required to presume that a partner is a foreign person,
2,Certify that you are not subject to backup withholding,or and pay the withholding tax.Therefore,if you are a U.S.person that is a
3,claim exec~iption from backup withholding if you are a U.S.exempt Partner in a partnership conducting a trade or business in the United
payee.if applicable,you are also certifying that as a U.S.person,your States,provide Form W-9 to the partnership to establish your U.S.
allocable share of any partnership income from a U.S.trade or business status and avoid v>Ithholding on your share of partnership income.
is not subject to the withholding tax on foreign partners'shore of
effectively connected income.
Gat-No-10231Form - (Rev.12-2011)
Form VJ-9(Rev.12-2011) Pane
The person who gives Form W-9 to the partnership for purposes of Certain payees and payments are exempt from backup withholding.
establishing its U.S.status and avoiding withholding on Its allocable See the instructions below and the separate Instructions for the
share of net income from the partnership conducting a trade or business Requester of Form W-9.
in the United States is in the following cases: Also see Special rules for partnerships on page 1.
*The U,S.owner of a disregarded entity and not the entity,
*The U.S.grantor or other owner of a grantor trust and not the trust, Updating Your Information
and You must provide updated information to any person to whore you
The U.S.trust(other than a grantor trust)and not the beneficiariesof claimed to be an exempt payee if you are no longer an exempt payee
the trust, and anticipate receiving reportable payments in the future from this
person.For example,you may deed to provide updated information it
Foreign person.if you are a foreign person,do not use f=orm -9. you are a C corporation that elects to be an S corporation,or if you no
Instead,use the appropriate Form W-9(see Publication 515, longer are tax exempt.In addition,you must furnish a new Form W-9 if
Withholding of Tax on Nonresident Aliens and Foreign Entities). the name or TIN changes for the account,for example,if the grantor of a
Nonresident alien who becomes a resident alien.Generally,only a grantor trust dies,
nonresident alien individual may use the terms of a tax treaty to reduce Penalties
or eliminate U.S.tax on certain types of income.However,most tax
treaties contain a provision known as a"saving clause."Exceptions Failure to furnish TIN.If you fail to famish your correct TIN to a
specified in the saving clause may permit an exemption from tax to requester,you are subject to a penalty of$50 for each such failure
continue for certain types of income even after the payee has otherwise unless your failure is due to reasonable cause and not to willful neglect.
become a U.S.resident alien for tax purposes. Civil penalty for false information with respect to withholding.If you
If you are a U.S.resident alien who is relying on an exception snake a false statement with no reasonable basis that results in no
contained in the saving clause of a tax treaty to claim an exemption backup withholding,you are subject to a$500 penalty.
from U.S.tax on certain types of income,you must attach a statement Criminal penalty for falsifying information.Willfully falsifying
to Farm W-9 that specifies the following five items: certifications or affirmations may subject you to criminal penalties
1.The treaty country.Generally,this must be the same treaty under including fines and/or imprisonment.
which you claimed exemption from tax as a nonresident alien.
Misuse of TINS,if the requester discloses or uses TINS in violation of
2.The treaty article addressing the income. federal law,the requester may be subject to civil and criminal penalties.
3.The article number(or location)in the tax treaty that contains the
saving clause and its exceptions- Specific Instructions
4.The type and amount of l ,l t qualifies for the exemption Name
from tax,
5.Sufficient facts to justify the exerstion from tax under the terms of If you are an individual,you must generally enter the name shown on
the treaty article. your income tax return,However,if you have changed your last name,
for instance,due to marriage without informing the Social Security
Example.Article 20 of the U.S.- income tax treaty allows an Administration of the name change,enter your first name,the last name
exemption from tax for scholhip ricome received by a Chinese shown on your social security card,and your new last name,
student temporarily present in the` States.Under U.S.law,this
student will become a resident afien for tax purposes if his or her stay in If the account is in joint names,list first,and then circle,the name of
the United States exceeds 5 calerdw years.However,paragraph 2 of the person or entity whose number you entered in Part I of the form.
the first Protocol to the U.S.-China treaty(dated April 30,1904)allows Sole proprietor.Enter your individual name as shown on your income
the provisions of Article 20 to continue to apply even after the Chinese tax return on the"Name"line.You may enter your business,trade,or
student becomes a resident alien of the United States.A Chinese "doing business as(DBA)"name on the"Business name/disregarded
student who qualifies for this exception{under paragraph 2 of the first entity name"line.
protocol)and is relying on this exception to claim an exemption from talc partnership,C Corporation,or S Corporation.Enter the entity's name
on his or her scholarship or€ellowstrip income would attach to Form on the"Name"line and any business,trade,or"doing business as
W-9 a statement that includes the information described above to
support that exemption. (DBA)Warne"on the"Business name/disregarded entity name"line.
Disregarded entity.Enter the owner's name on the"Name"ling.The
If you are a nonresident alien or a foreign entity not subject to backup name of the entity entered on the"Name"line should never be a
withholding,give the requester the appropriate completed Forms W-8. disregarded entity.The name on the"Name"line must be the name
What is backup withholding?Persons making certain payments to you shown on the income tax return on which the income will be reported.
must under certain conditions withhold and pay to the IRS a percentage For example,if a foreign LLC that is treated as a disregarded entity for
of such payments.This is called"backup withholding." Pay lents that U.S.federal tax purposes has a domestic owner,the domestic owner's
may be subject to backup withholding include interest,tax-exempt names is required to be provided on the"Name"line.If the direct owner
interest,dividends,broker and barter exchange transactions,rents, of the entity is also a disregarded entity,enter the first owner that is not
royalties,nonemployee pay,and certain payments from fishing boat disregarded for federal tax purposes.Enter the disregarded entity's
operators,Real estate transactions are not subject to backup name on the`Business name/disregarded entity name"line,It the owner
withholding. of the disregarded entity is a foreign person,you must complete an
You will not be subject to backup withholding on payments you appropriate Form W-S.
receive if you give the requester your correct TIN,snake the proper Note.Check the appropriate box for the federal tax classification of the
certifications,and report all your taxable interest and dividends on your person whose name is entered on the"Name"line(Individuallsole
tax return, proprietor,Partnership„C Corporation,S Corporation,Trust/estate)-
Payments you receive will be subject to backup Limited Liability Company(LLC).If the person identified on the
withholding if: 'Name"line is an LLC,check the"Limited liability company"box only
1.You do not famish your TIN to the requester, and enter the appropriate code for the tax classification in the space
provided.If you are an LLC that is treated as a partnership for federal
2,You do not certify your TIN when required(see the Part ll tax purposes,enter"P"for partnership.If you are an LLC that has filed a
instructions on page 3 for details), Form 5832 or a Form 2553 to be tasted as a corporation;enter"C"for
3.The lRS tells the requester that you furnished an incorrect TIN, C corporation or"S"for S corporation.If you are an LLC that is
.The IRS tells you that you are subject to backup vJit ih7icf;rag disregarded a an entity separate from its owner under Regulation
because�•ou did not report all your interest and dividends on your tax sectione301,7701-3 Lb (except for virtplof the LC(required
tax),be not
check the LLC lex unless the owner of the LLC,rc�u ed to,�.,
return(for r eportabie interest and dividends only),or identified on the"Name"line)is another LLC that is not disregarded for
3 You do not certify to the requester that you are not subject to, federal tax purposes.If the LLC is disregarded as an entity separate
backup withholding under 4 above(for reportable interest and dividend from its owner,enter the appropriate tax classification of the owner
accounts opened after 1983 only). ides-ified on the"Name"line,
Fetin W-9(Rev,12-2011) Page 3
Other entities.Enter your business name as shown on required federal Part(,Taxpayer Identification Number(TIN)
tax documents on the"Name"line.This name should match the name
shown on the charter or other legal document creating the entity.You Enter your TIN in the appropriate box.If you are a resident alien and
may enter any business,trade,or DBA name on the"Business name/ you do not have and are not eligible to get an SSN,your TIN is your IRS
disregarded entity name"fine. individual taxpayer identification number UTIN).Enter it in the social
security number box.If you do not have an ITIN,see How to get a TIN
Exempt Payee below.
If you are exempt from backup withholding,enter your name as If you are a sole proprietor and you have an EIN,you may enter either
described above and check the appropriate box for your status,then your SSN or EIN.However,the IRS prefers that you use your SSN.
check the"Exempt payee"box in the line following the"Business name/ If you are a single-member LLC that is disregarded as an entity
disregarded entity name,"sign and date the form, separate from its owner(see Limited Liability Company(LLC)on page 2),
Generally,individuals(including sole proprietors)are not exempt from enter the owner's SSN(or EIN,if the owner has one).Do not enter the
backup withholding.Corporations are exempt from backup withholding disregarded entity's EIN.If the LLC is classified as a corporation or
for certain payments,such as interest and dividends, partnership,enter the entity's EIN.
Note.If you are exempt from backup withholding,you should still Note.See the chart on page 4 for further clarification of name and TIN
complete this form to avoid possible erroneous backup withholding. combinations.
The following payees are exempt from backup withholding: 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
1.An organization exempt from tax under section 501(a),any IRA,or a Card,from your local Social Security Administration office or get this
custodial account under section 403(b)(7)if the account satisfies the form online at www.ssa.gov,You may also get this form by calling
requirements of section 401(f)(2), 1-800-772-1211 Use Form W-7,Application for IRS Individual Taxpayer
2,The United States or any of its agencies or instrumentalities, Identification Number,to apply for an ITIN,or Form SS-4,Application for
3.A state,the District of Columbia,a possession of the United States. Employer Identification Number,to apply for an EIN.You can apply for
or any of their political subdivisions or instrumentalities, an EIN online by accessing the IRS website at www.irs.govIbusinesses
and clicking on Employer Identification Number(EIN)under Starting a
4.A foreign government or any of its political subdivisions,agencies, Business.You can get Forms W-7 arid SS-4 from the IRS by visiting
or instrumentalities,or IRS.gov or by calling 1-800-TAX-FORM(1-800-829-3676).
5.An international organization or any of its agencies or If you are asked to complete Form W-9 but do not have a TIN,write
instrumentalities, "Applied For"in the space for the TIN,sign and date the form,and give
Other payees that may be exempt from backup withholding include: it to the requester.For interest arx.J s1hridend payments,and certain
6.A corporation, payments made with respect to readfy tradable instruments,generally
you will have 60 days to get a 7`04&4 give it to the requester before you
7.A foreign central bank of issue, are subject to backup withhold= payments.The 60-day rule does
&A dealer in securities or commodities required to register in the not apply to other types of payments-You will be subject to backup
United States,the District of Columbia,or a possession of the United withholding on all such payments until you provide your TIN to the
States, requester.
9.A futures commission merchant registered with the Commodity Note,Entering"Applied For"rru—>v--%that you have already applied for a
Futures Trading Commission, TIN or that you intend to apply for eft-te soon.
10.A real estate investment trust, Caution:A disregarded domes/ ly that has a foreign owner must
11.An entity registered at all times during the tax year under the use the appropriate Form VV-8,
Investment Company Act of 1940, Part 11.Certification
12,A common trust fund operated by a bank under section 584(a), To establish to the withholding agent that you are a U.S.person,or
13.A financial institution, resident alien,sign Form W-9.You may be requested to sign by the
14.A middleman known in the investment community as a nominee or withholding agent even if item 1,below,and items 4 and 5 on page 4
custodian,or indicate otherwise,
15.A trust exempt from tax under section 664 or described in section For a joint account,only the person whose TIN is shown in Part 1
4947, should sign(when required), In the case of a disregarded entity,the
The following chart shows types of payments that may be exempt person identified on the"Name"line must sign.Exempt payees,see
from backup withholding.The chart applies to the exempt payees listed Exempt Payee on page 3,
above,1 through 15. Signature requirements.Complete the certification as indicated in
items 1 through 3,below,and items 4 and 5 on page 4.
IF the payment is for... T1 EN the payment is exempt 1.Interest,dividend,and barter exchange accounts opened
for .. before 1984 and broker accounts considered active during 1983.
Interest and dividend payments All exempt payees except You must give your correct TIN,but you do not have to sign the
for 0 certification,
2.Interest,dividend,broker,and barter exchange accounts
Broker transactions Exempt payees I through 5 and 7 opened after 1983 and broker accounts considered inactive during
through 13,Also,C corporations. 1983.You must sign the certification or backup withholding will apply,If
Batter exchange transactions and Exempt payees 1 through 5 you are subject to backup withholding and you are merely providing
patronage dividends your correct TIN to the requester,you must cross out item 2 in the
certification before 3igning the form.
Payments over$600 required to be Generally,exempt payees 3.Real estate transactions.You must sign the certification,You may
reported and direct sates over 1 through 7 cross out stern 2 of the certification,
$5,000
See Form 1099-MISC,Miscellaneous Income,and its instrucfions.
However,the following payments made to a corporation and repc0able on Form
2099-MISS are not exempt from backup withholding medical and hewilh,care
payments attorl leys'fees,gross proceeds paid to a."atforney,and payments Pr
services paid by a federal executive agertay.
Foran W-9(Rev.12-2011) Page 4
4.Other payttrents.You must give your correct TIN,but you do not Note.If no name is circled when more than one name is listed,the
have to sign the certification unless you have been notified that you number will be considered to be that of the first name listed.
have previously given an incorrect TIN."Other payments"include
payments made in the course of the requester's trade or business for Secure Your Tax Records from Identity Theft
rents,royalties,goods(other than bills for merchandise),medical and Identity theft occurs when someone uses your personal information
health care services(including payments to corporations),payments to such as your name,social security number(SSN),or other identifying
a nonemployee for services,payments to certain fishing boat crew information,without your permission,to commit fraud or other crimes,
members and fishermen,and gross proceeds paid to attorneys An identity thief may use your SSN to get a job or may file a tax return
(including payments to corporations). using your SSN to receive a refund.
5.Mortgage interest paid by you,acquisition or abandonment of To reduce your risk:
secured property,cancellation of debt,qualified tuition program
payments(under section 529),IRA,Coverdell ESA,Archer MSA or e Protect your SSN,
"SA contributions or distributions,and pension distributions.You a Ensure your employer is protecting your SSN,and
must give your correct TIN,but you do not have to sign the certification, ®Be careful when choosing a tax preparer.
If your tax records are affected by identity theft and you receive a
What Name and Number`Co Give the Requester notice from the IRS,respond right away to the name and phone number
For this type of account Give name and SSN of: printed on the IRS notice or letter.
If your tax records are not currently affected by identity theft but you
ll.Individual The individual think you are at risk due to a lost or stolen purse or wallet,questionable
a-Two or more individuals Qoird The actual owner of the account or, credit card activity or credit report,contact the IRS Identity Theft Hotline
account) if combined funds,the first at 1-800-908-4490 or submit Form 14039.
individual on the account'
3.Custodian account of a minorThe minor' For more information,see Publication 4536,Identity Theft Prevention
(Uniform Gift to Minors Act) and Victim Assistance,
4.a,The usual revocable savings The grantor-trustee Victims of identity theft who are experiencing economic harm or a
trust(grantor is also trustee) system problem,or are seeking help in resolving tax problems that have
b.So-called trust account that is The actual owner' not been resolved through normal channels,may be eligible for
not a legal or valid trust under Taxpayer Advocate Service ITAS)assistance.You can reach TAS by
state law calling the TAS toll-free case intake line at 1-877-777-4778 or TTYITDD
5.Sole proprietorship or disregarded Tilay C,artrir 1-800-829-4059.
entity owned by an individual
6,Grantor trust filing under Optional Rut bra ntor' Protect yourself from suspicious emails or phishing schemes.
Form 1099 Filing Method I(see Phishing is the creation and use of email and websites designed to
Regulation section I 671-4(b)(2)(J)(A)) mimic legitimate business emails and websites.The most common act
— For this type of account: Give name and EIN of: is sending an email to a user falsely claiming to be an established
legitimate enterprise in an attempt to scam the user into surrendering
7.Disregarded entity not owned by an Troi o-Im-,or private information that will be used for identity theft,
individual
8,A valid trust,estate,or pension trust Leyiiiaodity' The IRS does not initiate contacts with taxpayers via emails.Also,the
9.Corporation or LLC electing The corporation IRS does not request personal detailed information through email or ask
corporate status on Form 8832 or taxpayers for the PIN numbers,passwords,or similar secret access
Form 2553 information for their credit card,bank,or other financial accounts.
10.Association,club,religious, The organization If you receive an unsolicited email claiming to be from the IRS,
charitable,educational,or other forward this message to phishing@irs.gov,You may also report misuse
tax-exempt organization of the IRS name,logo,or other IRS property to the Treasury Inspector
11.Partnership or multi-member LLC The partnership General for Tax Administration at 1-800-366-4484.You can forward
12,A broker or registered nominee The ts after or nominee suspicious emails to the Federal Trade Commission at:spam@uce,gov
13.Account with the Department of The public entity or contact them at www.ftagotlidtheft or 1-877-IDTHEFT
Agriculture in the name of a public (1-877-438-433%
entity(such as a state or local Visit IRS.gov to learn more about identity theft and how to reduce
government,school district,or your risk.
prison)that receives agricultural
program payments
14.Grantor trust filing under the Form The trust
1041 Fifingkilethod or the Optional
Form 1099 Filing Method 2{see
Regulation section 1,671-4(b)(2)(i)(8))I
List first and ckde'he name of the person whose number you furnish.If only one prason on a
joint account has an SSN,Vist person's number must be furnished.
Circle tire minons nwine wait lurnish the mina s,Saha.
Youmust&h w•your individualriame and you may also enter you,business or"DRA"name on
the'Sus4ness naq rdisregamed wW name kta,You may use either your SSN or GIN if you
have one),but the IRS encourages you to use year SSN.
List first and carie tit.name of the timst,eslate,or pm-slontrust.(Do,iot furnish the TIN of the
pe–�4jnal representative or trmtee unless ft legal entity itself is not designated in the account
utle,)Also see Spea'alnusis lot WUmshilas on page 1.
Note.hian,W also rritis!pro"a Form WA to must eo of trust.
Privacy Act Notice
Section 6109 of the internal Revenue Code rewires you to provide Your correct liN to persons(including federal agencies)who are required to file information returns oith
the IRS to report interest,dividends,or certain other income paid to you;niormage interest you paid:the acquisition or abandonment of secured property;the cancellation
of debt;or contributions you made to an IRA,Archer EISA,or HSA. the person collect find this foon uses the information on the form to file information returns Ai,,h the IRS,
icttorting the above information.Routine uses of this information include giving it to the Department of Justice to,civil and Gritranal litigation and to cities,states,the District
of,Golurnto,and U S.possessions for use in administering their laws.Tice info?aratifln also may be disclosed to:abler couritriew under a treaty,to federal and state agencres
10 enforce civil and crinthrill laws,or to federal Jaw enforcement and intelligence agencics to combat terrorism.You must provide lour TIN whether or not you are.;=equired to
:tie a tax return-Under section 3406,payers must generally withhold a percentage of taxable interest,dividend,and cer fair)other Payments to a payee who does not give a
TIN to the paryer.Criftain,penalties may also apply for providing false or frauduilent finfounatiom