Revised Southern California Edison Company Page 1

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1 Diverse Business Enterprise (DBE) Subcontracting Commitment and Reporting Requirements I. Overview It is Edison s goal to provide diverse business enterprises ( DBEs ), such as women, minority and service-disabled veteran owned businesses, maximum practicable opportunity to participate in providing products and services to Edison. By diversifying our supplier base, we enhance competition among our suppliers, which helps provide our customers with more innovative products and services. Edison s corporate goal of 25% adheres to the California Public Utilities Commission ( CPUC ) General Order 156 and is expected to grow in the future. Edison achieves this goal through direct contracting with verified DBEs and through Edison s prime contractors in subcontracting. Edison s DBE Subcontracting (Tier 2) Commitment and Reporting Requirements ( Tier 2 Reporting Requirements ) were established to encourage prime suppliers to provide maximum practicable opportunity to DBEs as subcontractors in performance of the Work or Services. The Tier 2 Reporting Requirements are consistent with and fully support Edison s DBE activities. Contractor shall submit DBE Subcontracting (Tier 2) Commitment Forms (attached) ( Commitment Forms ) as requested by Edison pursuant to an Edison Proposal Request ( RFP ) to Contractor, Edison Purchase Order with Contractor, or this Agreement, as applicable, in connection with which Edison has provided these Tier 2 Reporting Requirements to Contractor. 2. Utilization of DBE Subcontractors in accordance with Contractor s Commitment Contractor shall use commercially reasonable efforts to utilize DBE subcontractors in its performance of the Services, at least to the extent proposed in Contractor s Commitment Form submitted to Edison ( Commitment ). If a Purchase Order issued is for less than Edison s RFP requirements, and Contractor had submitted a Tier 2 Commitment Form in response to the RFP, Contractor shall submit, within ten (10) days of the contract or Purchase Order date, an amended Tier 2 Commitment Form reflecting any changes to the Commitment. If there are any other changes to the Tier 2 Commitment Form submitted by Contractor, Contractor shall contact the Procurement Agent for approval. Should those DBEs identified in Contractor s Commitment Form not be available at the commencement of or during the performance of the Services, Contractor shall use commercially reasonable efforts to utilize DBEs, at least to the same extent as proposed in Contractor s Commitment Form. 3. Contractor s Submittal of DBE Subcontracting (Tier 2) Commitment Form The Commitment Form is meant to capture only those costs with DBE subcontractors directly associated with the goods and/or services provided to Edison. Edison recognizes DBE certification from the following certifying agencies: The Supplier Clearinghouse (CPUC) - National Minority Supplier Development Council - Women s Business Enterprise National Council - Central Contractor Registration (SBA 8A Program only) - California Dept of General Services (DVBE only) - Revised Southern California Edison Company Page 1

2 If a DBE subcontractor is not currently certified with one of the five certifying agencies above and Contractor feels that the DBE subcontractor has the attributes to qualify as a DBE, Contractor may contact Edison s Supplier Diversity Program at supplierdiversitydevelopment@sce.com for assistance in getting a DBE subcontractor certified. DBE subcontracting requirements apply only to those DBE subcontractors that are Tier 2 subcontractors, which are subcontractors paid directly by the Supplier in support of the performance of the Services. A subcontractor of a subcontractor (Tier 3 subcontracting), or any lower tier of subcontracting is excluded. Additionally, any indirect costs (e.g. office overhead, gardening, etc.) should be excluded from your reporting. Whether or not Contractor plans to use DBE subcontractors in its performance of the Services, the attached Commitment Form must be completed and submitted with Contractor s response to Edison s RFP and/or when otherwise solicited by Edison. If Contractor does not plan on using subcontractors in its performance of the Services, Contractor must submit a signed Commitment Form and state None under column 1, Work or Services Description. If Contractor plans on using DBE subcontractors in its performance of the Services, Contractor must complete all columns in accordance with the form instructions. A Contractor who is a DBE is not exempt from submitting a completed a Commitment Form as part of its response to Edison s RFP and/or when otherwise solicited by Edison. If Contractor does not provide a signed Commitment Form as part of its response to Edison s RFP when requested by Edison, Contractor s proposal will be considered incomplete and may not be evaluated for award at Edison s option. If Contractor does not provide a signed Commitment Form when otherwise solicited by Edison under this Agreement or a Purchase Order with Contractor, Contractor will be deemed in breach of this Agreement or such Purchase Order. In either event, Edison may opt to exclude Contractor from evaluation for award of future work with Edison. 4. Reporting Requirements for Payments to DBE Subcontractors If Contractor uses DBE subcontractors in its performance of the Services, Contractor shall submit on a monthly basis, unless otherwise notified, within 15 calendar days of the 1 st day of the month (or the next business day if the 15 th is a non-working day), and again upon completion of Edison s final Acceptance of the Services, actual DBE subcontracting spend amounts into the online SCE DBE Subcontracting (Tier 2) Reporting System ( Tier 2 Reporting System ). Contractor s use of the Tier 2 Reporting System shall be subject to a System Access Agreement, which each of Contractor s users shall be required to accept when logging onto the Tier 2 Reporting System for the first time. If the System Access Agreement is modified by Edison, users shall be required to accept the modified form of System Access Agreement the next time they log onto the Tier 2 Reporting System, and such modified form of System Access Agreement shall be binding upon Contractor and its users. The current form of the System Access Agreement can be found at The Tier 2 Reporting System is meant to capture payments made to DBE subcontractors in support of the Services. Upon issuance of a Purchase Order, if Contractor is not already reporting in the Tier 2 Reporting System, Contractor will receive an invitation to attend the system training and orientation via . Training typically takes place in the last week of each month. Contractor must successfully complete system training and orientation to gain access to the Tier 2 Reporting System to report. Revised Southern California Edison Company Page 2

3 Contractor also acknowledges and agrees that the DBE Subcontracting (Tier 2) dollars and statistics reported by Contractor to Edison shall be included in Edison s Annual DBE Report to the California Public Utilities Commission (CPUC). Failure of Contractor to report as specified in this Tier 2 Reporting Requirements as required under this Agreement or a Purchase Order with Edison will constitute a breach of the terms of this Agreement or such Purchase Order. Contractor shall be subject to random audits by Edison or an Edison third-party representative for verification of its Tier 2 reporting, which may include audit requests of Contractor s DBE subcontractors. Contractor shall use its best effort to have its DBE subcontractors comply with Edison s audit requests. Additionally, upon completion of the Services, if Contractor s spend to DBE subcontractors is less than ninety (90) percent of the amount proposed in Contractor s DBE Subcontracting (Tier 2) Commitment Form and the Contractor is unable to account for the deviation to the satisfaction of the Procurement Agent, this deviation will be part of Edison s assessment of the Contractor s overall performance and Contractor s opportunity to participate in future Proposal Requests and transactions with Edison may be negatively impacted. 5. Edison Contacts All questions related to these Tier 2 Reporting Requirements shall be directed to the Procurement Agent. Revised Southern California Edison Company Page 3

4 Diverse Business Enterprise (DBE) Subcontracting (Tier 2) Commitment Form Name of Supplier/Contractor: Address: Preparer s Name (Printed): Preparer s Name (Signed): Preparer s Address: Telephone Number: Edison RFP/ PO/Contract Number: RFP/PO/Contract Name: Must be Authorized Contractor/Supplier Representative Name and Signature Work or Services Description Subcontracting Supplier Name/Contact & Phone Number Federal Tax ID Number DBE Category* Certification Agency** Commitment per year*** Revised Southern California Edison Company Page 4

5 Work or Services Description Subcontracting Supplier Name/Contact & Phone Number Federal Tax ID Number DBE Category* Certification Agency** Commitment per year*** TOTALS $ $ $ $ $ * DBE Category - WBE, MBE, DVBE Please see the following page for further clarification of DBE categories ** Certification Agency - SCE only accepts DBE certifications from the following agencies. If the subcontractor is not currently certified through one of these agencies, please contact the subcontractor to have them begin the certification process. The Supplier Clearinghouse/California Public Utilities Commission (CPUC) Women's Business Enterprise National Council (WBENC) California Procurement Division of Department of General Services Service Disabled Veteran Business Enterprise (DVBE) only National Minority Supplier Development Council (NMSDC) Central Contractor Registration - Small Business Administration (SBA) 8a program only *** Commitment per Year Please provide us with the proposed commitment amount per year and fill in the blank for which specific years it is. Revised Southern California Edison Company Page 5

6 Definition of DBE Categories Woman Business Enterprise (WBE): A business that is at least 51% woman owned; or in the case of any publicly owned business, at least 51% of the stock of which is owned by one or more women, and whose management and daily business operations are controlled by one or more women. The woman/women owning such an enterprise must be either U.S. citizens or legal aliens with permanent residence status in the United States. Minority Business Enterprise (MBE): A business that is at least 51% minority owned by an individual or group; or in case of any publicly owned business, at least 51% of the stock of which is owned by one or more minority groups detailed below, and whose management and daily business operations are controlled by one or more of those individuals. The person(s) owning such an enterprise must be either U.S. citizens or legal aliens with permanent residence status in the United States. African American Person(s) having origins in any black racial groups of Africa Hispanic American Person(s) of Mexican, Puerto Rican, Cuban, South or Central American, Caribbean, and other Spanish culture or origin Native American Person(s) having origin in any of the original peoples of North America or the Hawaiian Islands, in particular American Indians, Eskimos, Aleuts, and Native Hawaiians Asian Pacific American Person(s) having origins in Asia or the Indian subcontinent, including but not limited to Japan, China, the Philippines, Vietnam, Korea, Polynesia, Samoa, Guam the U.S Trust Territories of the Pacific, Northern Marianas, Laos, Cambodia, Taiwan, India, Pakistan, and Bangladesh Other Members are found to be disadvantaged by the Small Business Administration pursuant to Section 8(d) of the Small Business Act as amended (15 U.S.C. 637(d)), or the Secretary of Commerce pursuant to Section 5 of Executive Order Service-Disabled Veteran Owned Business Enterprise (DVBE): A business that is at least 51% owned by a disabled veteran individual or group of the United States Military, Naval, or Air Service with a Service-connected disability who is a resident of the State of California or in case of any publicly-owned business, at least 51% of the stock of which is owned by one or more disabled veterans, and whose management and daily business operations are controlled by one or more of those individuals. Control: Exercising the power to make policy decisions Operate: Being actively involved in the day-to-day management and not merely acting as officers or directors. Revised Southern California Edison Company Page 6