SYSTEM ACCESS AGREEMENT

This System Access Agreement ("Agreement") is between Southern California Edison
Company ("Southern California Edison") and the company of which you are the
representative and through which you access the SCE Supplier Management System
(as defined below) ("Company"), and is effective as of the Effective Date (as defined
below). By clicking on the "I Accept" icon, you represent and warrant that have
authority to bind the Company to, and thereby accept on behalf of yourself and the
Company, the terms of this Agreement.
 
 

 

1.0 BACKGROUND
 
1.1 Southern California Edison is willing to provide Company access to the SCE
Supplier Management System by means of the internet.
 
1.2 Company agrees to use such access, and the information obtained through such
access, only in accordance with the terms and conditions provided in this Agreement.
 
2.0 DEFINITIONS
 
2.1 "Authorized Users" shall mean all employees of Company whom Southern
California Edison authorizes to access the SCE Supplier Management System,
pursuant to Article 3.0 of this Agreement.
 
2.2 "Effective Date" shall mean the date of the Company's acceptance of this
Agreement, indicated by clicking the appropriate icon on this screen.
 
2.3 "SCE  Supplier Management System" shall mean the internet website designated
in Section 3.1, consisting the  Supplier Registration Portal, which is a supplier and
contractor registry and qualifications tracking system, and a Tier 2 Reporting
System, which is a system that allows SCE Prime suppliers to report their  Tier 2
(subcontracting) spend on-line, both of which are provided by CVM, and associated
data, together with any documentation being provided by Southern California Edison
through such website.
 
2.4 "Password" shall mean a character string initially provided, modified, and
maintained by the Authorized User for establishing Authorized User authentication.
 
2.5 "CVM" shall mean CVM Solutions LLC.
 
3.0 ACCESS RIGHTS
 
3.1 Company, through its Authorized Users, shall be given a right of access to those
portions of the SCE Supplier Management System to which Company has a need to
have access for the purpose of maintaining Company information (the "Purpose").
Various persons within the Company's organization shall be given access in
accordance with this Agreement to various portions of the SCE Supplier Management
System depending upon the direction given by the Company, which shall be
determined by the user identifier (User Id) and Password. Company, through its
Authorized Users, shall obtain access to the SCE Supplier Management System
through a designated website address, and Company's connection shall be made via
the internet using 128-bit encryption or higher. Company shall be responsible for
securely maintaining and administering Passwords and Company's access rights
under this Agreement.
 
3.2 Company's access to the SCE Supplier Management System is provided on an
"AS IS" basis and is limited to what is then currently available.
 
3.3 Any access granted hereunder to the SCE Supplier Management System is solely
to Company through those Authorized Users who have a legitimate need for such
access to support the Purpose and who have been informed by Company of their
rights and obligations under this Agreement. All Authorized Users provided with such
access shall follow the terms of this Agreement and all applicable laws and
government regulations, and shall be subject to Southern California Edison's Privacy
Policy, a copy which is available at http://www.sce.com/PrivacyPolicy/, as well as
CVMs privacy policy posted on the SCE Supplier Management System. Unauthorized
access and improper use is prohibited. All users of this system are subject
to having their activities on the system monitored and recorded by
Southern California Edison. Except where stated in SCEs privacy
policy and in accordance with applicable law, Authorized Users
should have no expectation of privacy while using the SCE Supplier
Management System. Where required or allowed by law or by Southern California
Edison's Privacy Policy, and in order to safeguard the security and integrity of the
SCE Supplier Management System, Southern California Edison may disclose the
results of its monitoring of the SCE Supplier Management System to third parties,
including without limitation, to law enforcement officials. All Authorized Users shall
acknowledge their obligations prior to being provided access to the SCE Supplier
Management System. Company shall be responsible for any breach of this
Agreement by Authorized Users.
 
3.4 Company shall use the SCE Supplier Management System with all due skill, care
and diligence and shall appoint only suitably qualified Authorized Users who meet the
following requirements:
 
                       (a) The Authorized User has been authorized in accordance with the
          provisions of Article 4.0 herein;
  
                   (b) The Authorized User has been adequately instructed by Company
          in the procedures and legal regulations relevant to the performance of the
          Company's obligations under this Agreement; and
  
                   (c) The Authorized User has received suitable training to enable him or
          her to use the SCE Supplier Management System efficiently and effectively
          and with due care, skill, and diligence, including training regarding any user
          guide or support procedures which Southern California Edison may, in its
          discretion, have provided hereunder.
 
3.5 Authorized Users. Company shall submit its requests to Southern California
Edison with respect to access rights to the SCE Supplier Management System under
this Agreement. Company understands that Southern California Edison must approve
all non-employee representatives and agents of Company. Should access be
requested for non-employee representatives and agents of Company, Company shall
provide Southern California Edison an explanation and any accompanying comments
as to the need for such access. Southern California Edison retains the right to refuse
authorization to any person or party.
 
3.6 Company's access to using the SCE Supplier Management System or any part
thereof may be terminated upon completion of the Purpose.
 
3.7 Company shall not use or permit the SCE Supplier Management System to be
used for any purpose not relating to the Purpose or for any unlawful purpose.
 
3.8 Southern California Edison has the right, at its sole discretion, to authorize or
reject Company's nominees for Authorized Users. Without prejudice to Company's
obligations, Southern California Edison has the right, at its sole discretion, to remove
an Authorized User by notifying Company that such Authorized User has been
removed, and may do so without offering a reason. Company shall act in compliance
with any request made by Southern California Edison under this Article. 
 
4.0 ACCESS METHODS
 
4.1 Unless otherwise agreed in writing, each Authorized User will be given a User Id
and Password for its sole use which may only be used by the individual concerned, to
access the SCE Supplier Management System. No person shall be given a User Id
unless that person meets the requirements of Section 3.4 above. Company and
Authorized Users shall not store such Passwords in its systems in clear text or other
non-encrypted manner.
 
4.2 The Authorized Users shall:
 
(a) not disclose or give their Password to any other person;
 
(b) not store their Password in any data file;
 
(c) use every reasonable effort to refrain from any action that could allow any
person to get access to their Password;
 
(d) make every reasonable effort to prevent any situation to occur that could
allow any person to get access to their Password; and
 
Company shall promptly report to Southern California Edison any actual or suspected
breach of password or any other unauthorized access.
 
4.3 Company shall promptly inform Southern California Edison of any intended
and/or expected staff changes affecting the list of Authorized Users, caused for
instance by termination of Authorized Users or changed responsibilities. User Ids
shall not be passed on from one Authorized User to another by Company or by the
individuals concerned.
 
4.4 Southern California Edison reserves the right without offering any reason to
revoke authorization of any Authorized User in the event of any breach of security
regulations under this Agreement by the Authorized User concerned.
 

5.0 COMPANY INFORMATION

 
5.1 SCE shall have the right to publicly display and distribute the information
Company provides through the Supplier Registration Portal portion of the SCE
Supplier Management System in an online directory, a printed supplier directory and
similar items.
 
5.2 SCE shall have sole discretion over whether to edit the information Company
provides through the SCE Supplier Registration Portal, or to include it in the online
directory, the printed supplier directory or similar items.
 
5.3 All information Company provided to SCE through the SCE Supplier Management
System shall be accurate and shall not be provided in violation of any law or
contractual obligation.
 
5.4 Company understands that the SCE Supplier Management System is an internet-
facing application, and subject to security risks inherent in such applications.
Company understands and acknowledges that the use of the SCE Supplier
Management System is subject to certain inherent security vulnerabilities.
Accordingly, Company shall make an independent determination as to which
information in its possession, custody and control is appropriate for placing into the
SCE Supplier Management System, based upon the sensitivity of the information and
upon the information regarding the security of the SCE Supplier Management System
stated herein.
 
5.5 Company understands and agrees that SCE is regulated by the California Public
Utilities Commission (CPUC) and that the CPUC has access to any information
provided by you to SCE, including any information that is confidential. Confidential
information provided by SCE to the CPUC could be subject to protection under Public
Utilities Code 583 and General Order 156.
 
5.6 SCE shall have the right to audit Companys records to verify the data reported
in the Tier 2 Reporting System. SCE shall have the right to disclose the information
provided by Company in the Tier 2 Reporting System to SCEs employees, agents
and contractors in connection with such audit. SCE shall have the right to contact
Companys Tier 2 contractors to verify the data reported in the Tier 2 Reporting
System, and Company shall use its best efforts to have its Tier 2 contractors
cooperate with SCEs requests in connection with such investigation.
 
6.0 SUSPENSION AND TERMINATION
 
6.1 This Agreement shall take effect on the Effective Date and shall remain in force
until cancelled by either party for any reason, including, without limitation, as
permitted pursuant to Section 6.3, below, upon written notice.
 
6.2 Southern California Edison may by notice, at its sole discretion, suspend this
Agreement either for a defined period specified in the notice or until Southern
California Edison withdraws the suspension.
 
6.3 Notwithstanding any other provision in this Agreement, Southern California
Edison may terminate this Agreement immediately, in addition to any other rights or
remedies it may have under law or equity, in the event of Company's failure to
perform or breach of any or all of the provisions of the Agreement.
 
6.4 The suspension, termination, or expiration of the Agreement shall not prejudice
any rights or remedies accruing to Southern California Edison in accordance with this
Agreement before such suspension, termination or expiration, or relieve Company of
any continuing obligations or liability under this Agreement, including but not limited
to Company obligations and liabilities arising under Articles 5.0 and 7.0.  
 
7.0 WARRANTY DISCLAIMER, INDEMNIFICATION AND LIMITATIONS ON
LIABILITY
 
7.1 Company shall indemnify, defend, release and hold harmless SCE, its affiliates,
and their respective employees, directors and agents from and against any liability,
expense, claim or cause of action, including such resulting from SCEs error, arising
out of or relating to Companys breach of this Agreement, Companys provision of
information to SCE through the SCE Supplier Management System or the publication
and distribution of such information in an online directory, a printed supplier
directory or similar items.
 
7.2 SCE shall not be liable to Company for any special, indirect, incidental or
consequential damages whatsoever arising out of or relating to this Agreement, even
if SCE has been advised of the possibility of such damages.
 
7.3 NO WARRANTY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
THE SCE Supplier Management System IS PROVIDED "AS IS" WITHOUT ANY
CONDITION OR WARRANTY WHATSOEVER. THE ENTIRE RISK ASSOCIATED WITH
THE USE OF THE SCE Supplier Management System RESIDES WITH COMPANY.
ALL OTHER CONDITIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED, OR
STATUTORY, ARE DISCLAIMED, INCLUDING WITHOUT LIMITATION, ALL IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND
NONINFRINGEMENT.
 
7.4 LIMITATION OF LIABILITY. THE LIABILITY OF Southern California Edison
UNDER THIS AGREEMENT FOR DAMAGES OF ANY KIND, WHETHER DIRECT,
INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL, OR PUNITIVE, INCLUDING
WITHOUT LIMITATION, RESTITUTION, WILL NOT, IN ANY EVENT, EXCEED ONE
THOUSAND DOLLARS ($1,000.00), WHETHER ALLEGED AS A BREACH OF CONTRACT
OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE, AND COMPANY RELEASES
SOUTHERN CALIFORNIA EDISON FROM LIABILITY IN EXCESS OF SAID AMOUNT.

8.0 GENERAL

8.1 Assignment. Company may not assign this Agreement, by operation of law or
otherwise, without Southern California Edisons prior written consent and any such
attempt to assign the same without the prior written consent of Southern California
Edison shall be void and shall not be binding on Southern California Edison. Southern
California Edison may assign this Agreement to an entity which succeeds to the
business or operations of Southern California Edison or any division or department
thereof.
 
8.2 Entireties. No representations, statements, warranties, or agreements other than
those herein expressed have induced the making, execution, and delivery of this
Agreement by Company. If any part, term, or provision of this Agreement shall be
held illegal, unenforceable, or in conflict with any law of a federal, state, or local
government having jurisdiction over this Agreement, the validity of the remaining
portion or portions shall not be affected thereby.
 
8.3 No Waiver. No failure, omission or delay by Southern California Edison in
exercising any right, power or privilege under this Agreement shall operate as a
waiver thereof nor preclude exercise of any other or further right, power, or privilege
hereunder.
 
8.4 Headings Not Controlling. Headings used in this Agreement are for reference
purposes only and shall not be used to modify the meaning of the terms and
conditions of this Agreement.
 
8.5 Governing Law and Venue. This Agreement shall be construed and governed in
accordance with the laws of the State of California, excluding the application of any
choice of law rules, which may direct the application of the laws of another
jurisdiction. Any litigation related to this Agreement shall be brought and enforced in,
and each of the parties hereby submits to the jurisdiction of, the federal courts of the
United States for the Central District of California or the courts of the State of
California in Los Angeles County. The parties irrevocably waive any objection which
any of them may now have, or hereafter may have, to the bringing of any such
action or proceeding in such respective jurisdictions, including any objection to the
laying of venue based on the grounds of conflict of laws principles and any objection
based on the grounds of lack of personal jurisdiction.
 
8.6 Survival. All of the parties' obligations under this Agreement which are intended
to survive the termination, expiration or suspension of this Agreement, including but
not limited to obligations of confidentiality, nondisclosure, limitations of liability, and
indemnification, shall survive any termination, expiration or suspension of this
Agreement.
 
8.7 Relationship of Parties. This Agreement shall not be construed to establish a joint
venture, partnership or other formal business organization between the parties.
Companys use of the SCE Supplier Management System shall not guarantee
consideration of Company for work for Southern California Edison.
 
8.8 Notice. Any written notice by either party to the other shall be given by
depositing it in the U.S. Mail, postage prepaid, if addressed to the Customer at the
address provided to Southern California Edison, and if addressed to Southern
California Edison:

Southern California Edison
Attention: Supplier Diversity & Development Manager
2244 Walnut Grove Avenue
Rosemead, CA 91770 

8.9 Force Majeure. The parties to this Agreement shall be excused from the
performance of their respective obligations hereunder and to the extent that such
performance is delayed, hindered or prevented by causes reasonably beyond the
control of the party to perform, including but not limited to fire, explosion, strike,
labor disputes, acts of God or any act or omission of any governmental authority.
The party wishing to avail itself of the provisions of this Section 8.9 shall give notice
in writing to the other party.
 
 
EFFECTIVE AS OF