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					                                            Supplier Manual
                                                   6/1/2009




     FirstEnergy Supplier Manual
A Supplier’s Guide to Business with FirstEnergy




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Table of Contents

1. Company Overview ...........................................................................................................3

2. FirstEnergy Electric Operating Companies and Service Territory Map........................4

3. FirstEnergy’s Supply Chain Responsibilities .................................................................5

4. Supplier Responsibilities..................................................................................................5

6. What We Buy.................................................................................................................................... 7

7. How We Buy..................................................................................................................................... 9

8. What to expect if your company is selected as a supplier….......................................10

9. Purchase Order Terms and Conditions .........................................................................11

10. Supplier Diversity ..........................................................................................................12

11. Supplier Diversity Tier II Policy and Reporting Guideline..........................................13

12. Supplier Diversity Business Classifications ...............................................................14

13. Energy Delivery Commitment Tracking.......................................................................16

14. FirstEnergy Conflicts of Interest Policy.......................................................................17

15. Frequently Asked Questions ........................................................................................20

16. Definitions and Terminology ........................................................................................21

Appendix A...........................................................................................................................22

Appendix B...........................................................................................................................23




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1. Company Overview
Purpose
The purpose of the Supplier Manual is to provide basic knowledge about what our suppliers
should expect when conducting business with FirstEnergy. It will outline and define standard
business practices between FirstEnergy and its suppliers in order to provide common
understanding and to facilitate the business and operational transactions between them.
Many of FirstEnergy’s policies and procedures, including what we buy, how we buy, what to
expect as a supplier, and our Supplier Diversity program, will be explained and defined to
give our current and potential suppliers information about FirstEnergy. The Supplier Manual
should be read and referenced by all suppliers providing materials or services to FirstEnergy.
Corporate Profile and Vision
FirstEnergy is a diversified energy company headquartered in Akron, Ohio. Its subsidiaries
and affiliates are involved in the generation, transmission and distribution of electricity, as
well as energy management and other energy-related services. Its seven electric utility
operating companies comprise the nation's fifth largest investor-owned electric system,
serving 4.5 million customers within 36,100 square miles of Ohio, Pennsylvania and New
Jersey; and its generation subsidiaries control more than 14,000 megawatts of capacity.
FirstEnergy will be a leading regional energy provider, recognized for operational excellence,
customer service and its commitment to safety; the choice for long-term growth, investment
value and financial strength; and a company driven by the leadership, skills, diversity and
character of its employees.
Supply Chain Vision
FirstEnergy’s Supply Chain believes that open, collaborative relationships with suppliers are
vital to our continued success. We remain committed to maintaining, strengthening and
deepening lines of communications with our existing suppliers - as well as pursuing
relationships with new suppliers.

We value suppliers who are committed to providing the highest standards of quality while
recognizing our need for competitive pricing and innovative solutions.

The following pages provide information that suppliers can use to make it easier to do
business with FirstEnergy. We look forward to renewing familiar relationships and developing
new ones in the future.


Bradford F. Tobin, Vice President
and Chief Procurement Officer
Supply Chain
FirstEnergy Service Company




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2. FirstEnergy Electric Operating Companies and Service Territory Map
FirstEnergy is a diversified energy company headquartered in Akron, Ohio. Our seven electric utility operating
companies comprise the nation's fifth largest investor-owned electric system, based on 4.5 million customers
served within a 36,100 square-mile area of Ohio, Pennsylvania and New Jersey. The following is a list of our
seven operating companies.

Jersey Central Power & Light (JCP&L)
JCP&L is headquartered in Morristown, New Jersey and provides electric service to customers in northern and
central New Jersey.
Metropolitan Edison Company (Met-Ed)
Met-Ed is based in Reading, Pennsylvania and provides electric service to customers in southern and
southeastern Pennsylvania.
Ohio Edison Company (Ohio Edison)
Ohio Edison is headquartered in Akron, Ohio and provides electric service to customers in central and
northeastern Ohio.
Pennsylvania Electric Company (Penelec)
Penelec is based in Erie, Pennsylvania and provides electric service to customers in northern and central
Pennsylvania.
Pennsylvania Power Company (Penn Power)
Penn Power is based in New Castle, Pennsylvania and provides electric service to customers in western
Pennsylvania.
The Cleveland Electric Illuminating Company (The Illuminating Company)
The Illuminating Company is headquartered in Brecksville, Ohio and provides electric service to customers in
northeastern Ohio.
The Toledo Edison Company (Toledo Edison)
Toledo Edison is headquartered in Toledo, Ohio and provides electric service to customers in northwestern
Ohio

The following is a map containing our service territory with the corresponding electric utilities:




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3. FirstEnergy’s Supply Chain Responsibilities
FirstEnergy has a responsibility to do business inclusively within the operating territories of
FirstEnergy and award contracts to the best possible supplier. FirstEnergy is responsible for
supporting and adhering to the Supplier Diversity Program, while sourcing competitively in
the marketplace.

FirstEnergy must ensure that its procurement activities are effective, efficient and ethical. In
the course of FirstEnergy's business, employees procure equipment, commodities, materials,
supplies and services. We seek to obtain the greatest value for each dollar spent consistent
with maximum reliability, specified quality and required timeliness. It is the policy of the
FirstEnergy Supply Chain to utilize competitive bidding processes as the preferred method of
sourcing materials, equipment, and services.

The Supply Chain department is responsible for:
   • Locating sources of materials and services, selecting suppliers, managing
      supplier/contractor relationships, and maintaining systems and programs to achieve
      purchasing and inventory management.
   • Acting on requisitions prepared by authorized personnel to place purchase orders and,
      when formal contracts are required, to contract with suppliers of equipment,
      commodities, materials, supplies and services.
   • Defining, implementing and administering FirstEnergy procurement policies and
      defining approval and authorization procedures.
          − The appropriate procurement personnel will coordinate all correspondence and
             contacts with suppliers with regard to purchase orders and contracts.
          − No change or modification to a purchase order or contract should occur without
             involvement by appropriate procurement personnel.
          − All requests for approval of new products, revisions of current products,
             resubmittal of old products, provisions of samples, etc. will be coordinated
             between the appropriate personnel.
4. Supplier Responsibilities
FirstEnergy’s suppliers have the responsibility to provide accurate, fair, and timely bids based
on the bid requirements. They are expected to conduct business honestly and in good faith
and also adhere to FirstEnergy’s terms and conditions. Suppliers should adhere to
FirstEnergy’s standard payment terms of 2% 10 days, net 45. In addition, suppliers must use
FirstEnergy’s Electronic Invoice Presentment and Payment method. They must also comply
with all state and federal laws and regulations. The following is a list of responsibilities to
keep in mind:
   •   Provide quality products and services
   •   Accept FirstEnergy’s standard terms and conditions
   •   Accept FirstEnergy’s standard payment term
   •   Comply with all state and federal laws and regulations
   •   Have appropriate forms and paperwork completed
   •   Provide products or services in a timely matter
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5. Supplier Development Programs

As one of our nation’s largest energy companies, we rely on a vast network of suppliers to
serve our customers and remain competitive. These suppliers contribute to our success
when they meet or exceed our expectations, delivering the products and services we need
on time and at competitive prices.

FirstEnergy’s Supply Chain Sourcing Professionals want to help our business unit partners
and customers take full advantage of everything suppliers can offer. Only by developing
strong purposeful business partnerships with our suppliers can we begin to make the most
out of existing and future contracts and reap the greatest value for our customers.

FirstEnergy has developed a Supplier Performance Management Program for our suppliers
that helps build relationships with our key suppliers and increases synergy between
FirstEnergy and our key suppliers. Our program facilitates two-way communication and is
composed of a Development Plan, Performance Scorecard, and Recognition. The Supplier
Performance Management Program leads to further growth and profitability for our suppliers
and FirstEnergy. It is designed to strengthen relationships with suppliers and to work towards
mutually defined goals and objectives. The program will measure supplier performance in
the areas of quality, service, safety, timeliness, and cost/price. The Supply Chain will
communicate the results to its suppliers and work with them to enhance service and
continuous improvement.


Supplier Registration

By registering as a potential supplier to FirstEnergy and identifying the products and services
you provide, you will be entered into FirstEnergy's potential supplier registration database.
This will enable you to be considered for Requests for Information and Requests For
Quote for your products and services.
Instructions
Please complete the Supplier Registration Profile Form located on our Supply Chain website:
Supplier Registration Webpage. Once the form has been completed, please e-mail the
completed form to supplierdiversity@firstenergycorp.com. Your company information will be
logged into our database of potential suppliers who are interested in providing goods and
services to FirstEnergy. If you have any questions about FirstEnergy's Supplier Diversity
Program, contact our Supplier Diversity Coordinators at:
supplierdiversity@firstenergycorp.com.




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6. What We Buy
The Supply Chain department procures all materials and services for FirstEnergy with the
exception of fuel (coal, oil, natural gas). If you are a vendor seeking to sell goods and
services to our company, your first step is through the Supply Chain. There are three areas
in FirstEnergy’s Supply Chain that procure materials and services:
   • Utilities & Corporate Services
   • Generation
   • Operations & Logistics

Our Sourcing Professionals work to ensure FirstEnergy's business units have the materials,
services and supplies they need, when and where needed.



Utilities & Corporate Services:
FirstEnergy's Utilities & Corporate Services Supply Chain Sourcing team handles sourcing of
the following commodities:

Major materials and services
   •   Business application software                 •   Meters
   •   Consulting – Engineering Services             •   Office equipment/printers/copiers
   •   Consulting - Financial                        •   Office supplies/furniture
   •   Consulting - HR                               •   PCs and accessories
   •   Consulting - Other                            •   Power transformers
   •   Corporate environmental                       •   Rigging/equipment moving
   •   Corporate procurement card                    •   Servers/data storage devices
   •   Corporate transportation                      •   Staff augmentation
   •   Corporate travel                              •   Street lighting
   •   Distribution hardware                         •   Substation equipment
   •   Distribution transformers                     •   Substation line/projects
   •   Enterprise software                           •   Telecommunications
   •   Facilities maintenance &                      •   Tools
       construction                                  •   Vegetation management/forestry
   •   Fleet/vehicle services/fuel                       services
   •   High voltage line contracting                 •   Wire/cable
   •   Logistics services                            •   Wood poles/crossarm

The Utilities & Corporate Services Supply Chain Sourcing team sources for Energy Delivery
(Transmission and Distribution) across all of the service territories.




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Generation:
FirstEnergy's Generation Supply Chain Sourcing team handles sourcing of the following
commodities:
Major materials, services, facilities, and commodities
   •   Beaver Valley Power Station                 •   Davis-Besse Nuclear Power Station
   •   Boiler systems services and                 •   I&C control systems
       material                                    •   Material commodities
   •   Chemical and gases
   •   Coal handling/pulverizers
   •   Mills                                       •   Services commodities
   •   Motors                                      •   Turbine generator parts and
   •   Perry Nuclear Power Plant                       services
   •   Pumps/valves

The Generation Supply Chain Sourcing team purchases goods and services for the following
nuclear and fossil plants:
Nuclear plants and locations
   • Beaver Valley Power Station – Shippingport, PA
   • Davis Besse Plant – Oak Harbor, OH
   • Perry Plant – Perry, OH

Fossil plants and locations
   • Ashtabula Plant – Ashtabula, OH
   • Bay Shore Plant – Oregon, OH
   • Bruce Mansfield Plant – Shippingport, PA
   • Burger Plant – Shadyside, OH
   • Eastlake Plant – Eastlake, OH
   • Lakeshore Plant – Cleveland, OH
   • W.H. Sammis Plant – Stratton, OH

Hydro plants and locations
  • Seneca Power Plant – Warren, PA
  • Yards Creek Generating Station – Blairstown, NJ

Combustion Turbines plants and locations
  • Richland Plant – Defiance, OH
  • Sumpter Plant – Bellville, MI
  • West Lorain Generating Station – West Lorain, OH
  • Fremont Energy Center – Fremont, OH




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7. How We Buy

FirstEnergy’s Supply Chain seeks to obtain the greatest value for each dollar spent
consistent with maximum reliability, specified quality and required timeliness. Supply Chain
acts on requisitions prepared by authorized FE personnel, places purchase orders,
negotiates contracts, conducts performance reviews with suppliers, and works closely with
FirstEnergy Business Units.

The Supply Chain department has implemented a five step process to enhance our strategic
sourcing environment. The five steps in the Sourcing Process are:

   1.   Develop Sourcing Strategy
   2.   Issue RFx (Request for Information, Request for Proposal, or Request for Quote)
   3.   Pre-Negotiation Review
   4.   Award Contract
   5.   Execute Contract

Supply Chain uses a variety of purchasing methods to obtain necessary goods and services:

   •    Standard RFP offerings
   •    RFx (Request for Information, Request for Proposal, or Request for Quote)
   •    Straight bid
   •    Reverse auctions
   •    Negotiated agreements
   •    Single Source

Our criteria for purchasing a product or service may include:

   •    Total Cost of Ownership (TCO) Model
   •    Adherence to our standard Terms & Conditions
   •    Value added
   •    Safety
   •    Environmental commitment
   •    E-enabled business

FirstEnergy strongly prefers to use an eMarketplace® tool to automate the document flow of
a Purchase Order (PO) and related documents. A third party provider supports the Supply
Chain with an electronic means to receive Invoice Presentment and Payment from our
suppliers.

FirstEnergy also uses an ERP system which is an integrated, real-time, client/server
business software package through SAP that can be configured to meet the business
requirements of almost all businesses and functional areas of the company.


For more Information please visit: FirstEnergyCorp.com and click on the “Suppliers” tab.



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8. What to expect if your company is selected as a supplier
Complete Appropriate Paperwork
After your company has been awarded the contract with FirstEnergy, there are a few items to
complete. To proceed with the sourcing process, a supplier needs to submit a Supplier
Maintenance Form, (see example on Appendix A), a W-9 form, and a Certificate of Insurance
(only if you are providing on-site services, see example on Appendix B). You will also be
requested to have your Tax Payer ID readily available to be included with the Supplier
Maintenance Form.
A Certificate of Insurance, or COI, is a document issued by an insurance company that
provides evidence that a supplier is insured and that adequate insurance exists and also
provides information such as the insurer, insurance agency, party insured, type of insurance,
policy numbers, effective dates, certificate holder, cancellation procedure, and special
provisions. COIs are required for all on-site service suppliers prior to the start of work.
Renewal COIs must also be sent to FirstEnergy prior to and during work.
In addition, you, the supplier need to be familiar with FirstEnergy’s standard Terms and
Conditions and take note that our standard Payment Terms are 2% 10 days Net 45.

Invoicing Process
It is FirstEnergy’s vision to be 100% automated with electronic presentment and payment
with our suppliers. Electronic Invoice Presentment and Payment (EIPP) allows suppliers to
submit electronic invoices to FirstEnergy and receive electronic payments. A third party
chosen by FirstEnergy facilitates the automated EIPP. There are many supplier benefits
from the EIPP process, including no mail delays and tracking of invoice status online. The
following is a table of the methods of Invoice Presentment and Payment in order of
preference:

                                  Invoice Presentment Strategy
                   Materials Receipts                                     Service
   Evaluated Receipt Settlement (ERS)                 Ancillary Systems
   Electronic Invoice Presentment and Payment         Electronic Invoice Presentment and Payment
   Consignment Settlement                             Marketplace/EDI
   Marketplace/EDI                                    Service Entry Sheets – Paper Invoice
   Paper Invoice
                                        Invoice Payment Strategy
               Automated Clearing House (ACH) – automated to the fullest extent possible
                                                Credit Card
                                                   CTX
                                               Paper Check
                                               Wire Transfer




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9. Purchase Order Terms and Conditions
FirstEnergy purchases materials and services through Purchase Orders. Please follow the
link to view FirstEnergy's standard terms and conditions, which shall apply to all Purchase
Orders.
FE Terms & Conditions1
The above web page displays the most current versions of Terms and Conditions for:



                                                   For purchase of materials that will not involve
Materials and Equipment:
                                                   on-site services

Construction (Materials, Labor, and
                                                   For minor construction projects
Professional Services):

                                                   For construction or maintenance contracts
Labor:                                             that use craft labor

                                                   For major material and equipment purchases
Material, Equipment, and Related                   and related services
Services:

                                                   For engineering, architectural, technical, and
Consulting Services
                                                   other consulting or professional services.




1
  FirstEnergy reserves the right, at its sole discretion, to change these terms without further
notice. While FirstEnergy makes reasonable efforts to insure that all material on this Web page is
current, FirstEnergy makes no representations or warranties as to the accuracy or completeness of
the information contained in this Web page, results obtained from the use of this Web page, or
interruptions in the availability of this Web page. Hard-copy of the Current Terms and Conditions may
be obtained by contacting Bruce Schmidt at (330) 761-4437.




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10. Supplier Diversity
FirstEnergy maintains a proactive Supplier Diversity Program as an extension of our
corporate commitment to promote diversity at every level of our Company. FirstEnergy's
Supplier Diversity Program provides opportunities in a competitive environment for small,
woman-owned, minority-owned, HUBZone, veteran-owned, and service-disabled veteran-
owned businesses. Deregulation, customer choices, and continued improvements in
customer service are requiring utilities to look at new and innovative approaches to gaining a
competitive advantage. FirstEnergy recognizes the importance of Supplier Diversity in all
aspects of our business and Supply Chain practices. By creating sound business
relationships, we strengthen economic development and viability for all parties, while
providing a value-added strategy that creates a competitive advantage.
As a prime contractor to the federal government, FirstEnergy is considered a Prime, Tier I
supplier. Diverse businesses (as defined by the federal Small Business Administration) are
considered Tier II suppliers, and as a prime contractor to the federal government, we are
required to report our spend with Tier II suppliers. The Tier II policy is discussed in greater
detail in section 11.
Our Policy Statement

FirstEnergy is committed to Supplier Diversity as one of the key core values that are
fundamental to achieving our vision of providing superior value to our customers and
investors.

Supporting diversity is essential when locating sources of materials and services, selecting
suppliers, and managing supplier and contractor relationships. Inclusiveness provides real
business opportunities to traditionally underused suppliers. Diversifying our vendor base also
helps enhance competition among suppliers, resulting in increasingly innovative products
and services, improved reliability, and lower costs.
Service, quality, delivery, and competitive pricing will continue to be the driving forces in a
deregulated marketplace. FirstEnergy recognizes the importance of Supplier Diversity in
helping us reach all of our corporate goals.

In addition to our commitment to Supplier Diversity, we comply with all laws and regulations
that require the inclusion of a diverse vendor base.

If you have not done so already, we strongly recommend you register as a small and diverse
business - as defined by the federal Small Business Administration - on the Central
Contractor Registration (CCR) Web site: www.ccr.gov/.




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11. Supplier Diversity Tier II Policy and Reporting Guideline
Tier II Policy Statement

As a prime contractor to the federal government, FirstEnergy is required to pass the Small
Business Subcontracting Plan requirements located in Federal Acquisition Regulation (FAR)
Clause 52.219-9 to its large Tier I suppliers. This legislation requires any large Tier I supplier
receiving a FirstEnergy single (one-time) contract with a dollar value in excess of $550,000
(or $1,000,000 for construction) adopt a subcontracting plan as referenced in the FirstEnergy
Service Company – General Terms and Conditions.2 Subcontracting activity reports from Tier
I suppliers are due to Supply Chain’s Contracts & Compliance group annually. FirstEnergy
has established a Tier II Reporting Policy which is intended to enhance, not replace, its own
efforts to increase meaningful sourcing opportunities for small, minority, women-owned,
veteran and service disabled veteran owned businesses (herein referred to as diverse
businesses). We will look to our large Tier I suppliers to share similar values regarding
utilization of small diverse businesses, especially when fulfilling FirstEnergy work
requirements.

FirstEnergy requires its Tier I suppliers to provide biannual reports of their spend with diverse
suppliers. The information provided is used internally to evaluate contract compliance. It is
also used in the aggregate to file various regulatory reports required by federal, state, and
local advocacy organizations.
FirstEnergy utilizes a reporting method for capturing and reporting Tier I supplier Tier II
spend. If you have any questions regarding this policy, please contact our Supplier Diversity
Representative, Toby Stanislaw at (610) 921-6606.




2
    Article - Compliance with Laws, Regulation, and Permits.

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12. Supplier Diversity Business Classifications
Small Business: A small business, including its affiliates, must be independently
owned and operated, not dominant in its field of operation or larger than the following
sizes: Manufacturing (from 500-1,500 employees), Wholesaling (100 employees),
Services (from $2.5M to $21.5M in annual receipts), Retailing (from $5M to $21M,
General Construction (from $13.5M to $17M), Special Trade Construction (avg. annual
receipts not to exceed $7M).

For additional size standards go to: www.sba.gov/size/indexguide.html and select “A
Guide to Size Standards”.

Woman Owned: The business must be at least 51% owned by a woman or women
who make policy decisions and are actively involved in the day-to-day management of
the business.

Minority Business: A minority owned business must be at least 51% owned by one or
more minority U.S. citizen. One or more such individuals must control its management
and daily operation. In the case of a publicly owned business, one or more such
individuals must own at least 51% of the stock. The minority owner(s) origins must be
from Asian Indian, Asian Pacific, Black, Hispanic, or be a Native American. The Native
American category only includes American Indian, Eskimo, Aleut or Native Hawaiians.
An American Indian must be a documented member of a North American tribe, band or
other group and can provide proof (i.e., Native American Blood Degree Certificate, tribal
registry letter or Roll Register No.)

Disabled Business:         The business must be at least 51% owned by a person or
group of persons with a disability as defined by the Americans with Disabilities Act or is
a publicly owned business with 51% of its stock owned by one or more persons with
disabilities.

8a:    The business owner must be an economically or socially disadvantaged
individual(s) who are those who have been subjected to racial or ethnic prejudice or
cultural bias within American society because of their identities as members of groups
and without regard to their individual qualities. The social disadvantage must stem from
circumstances beyond their control. Under the Small Business Act, certain presumed
groups include African Americans, Native Americans, Hispanic Americans, Asian Pacific
Americans, and Subcontinent Asian Americans. Other individuals can be admitted to
the program if they can show evidence that they are disadvantaged because of race,
ethnicity, gender, physical handicap, or residence in an environment isolated from the
mainstream of American society. Also the individuals must have a net worth of
$250,000 or less, excluding the value of the business and personal residence and be in
business for at least two years.

HUBZone: The business must meet the SBA small business size standards and have
its principal office located within a Historically Underutilized Business Zone, which
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includes lands on federally recognized Indian reservations. It must be owned and
controlled by one or more U.S. citizens. Approved ownership can also be by a
Community Development Corporation or Indian tribe; and at least 35% of its employees
must reside in a HUBZone.

Small Disadvantaged:      The business must meet the SBA small business size
standards; must be owned and controlled by a socially and economically disadvantaged
individual - African Americans, Hispanic Americans, Asian Pacific Americans, and
Subcontinent Asian Americans are presumed to qualify. Other individuals can qualify if
they show by a “preponderance of the evidence” that they are disadvantaged. The
owner(s) must have a net worth of less than $750,000, excluding the value of the
business and personnel residence.

Veteran:     A veteran-owned small business concern is a small business that is at
least 51% owned by one or more veterans. In the case of a publicly owned business, at
least 51% of the stock is owned by one or more veterans; and whose management and
daily business operations are controlled by one or more such individuals.

Service-Disabled Veteran-Owned: : A service-disabled veteran-owned small business
concern is a small business that is at least 51% owned by one or more service-disabled
veterans. In the case of a publicly owned business, at least 51% of the stock is owned
by one or more service-disabled veterans; and whose management and daily business
operations are controlled by one or more such individuals.




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13. Commitment Tracking
Task Authorization Information
FirstEnergy Service Company, either for itself or on behalf of a FirstEnergy operating
company, ("FirstEnergy"), modified the then current purchase order system by
introducing a new procedure called Task Authorization (TA). A TA is a formal written
work release that authorizes a service or non-stock material vendor to begin work.
Using this formal work release assists FirstEnergy in maintaining a consistent approach
to documenting and approving the purchase of non-stock materials and outside services
rendered.
Suppliers will receive a TA form from FirstEnergy via fax or e-mail, detailing the services
requested before any work is performed. Each TA form will contain a designated TA
number, which vendors must include on each invoice submitted to FirstEnergy. Failure
to include the TA number on invoices may result in delays or non-payment for
applicable services or materials. This applies to all contractors performing services and
providing non-stock materials to FirstEnergy.
Maintaining compliance
Suppliers are in compliance with the new process when a TA form with a designated TA
number is received before any work begins or service rendered. The TA number must
also be included on every invoice submitted to FirstEnergy for compliance.

In the event an authorized representative of the business unit deems the
circumstances to be an "emergency situation", upon receipt of written
notice thereof from the authorized representative, work can be completed prior to
receipt of a TA. In this case, a TA will be created by the Purchaser and provided to the
contractor within five business days of the issuance of the agreement, or, if the
agreement already exists, the work being performed. The vendor must include this TA
number on invoices submitted to the Purchaser.
Additional services
Suppliers are not permitted to perform any additional services without written
permission from FirstEnergy. A revised TA will be sent via fax or e-mail to address any
additional work. If any service is performed without a revised TA reflecting the
adjustment, payment will not be rendered for that service. Exceeding the scope of any
approved work assignment will also result in non-payment. Please contact your
FirstEnergy representative if you have questions about the scope of your services.




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14. FirstEnergy Conflicts of Interest Policy

The following policy is intended for FirstEnergy employees. It is imperative that our
suppliers are aware and informed of this policy since suppliers who are awarded a
contract with FirstEnergy, execute a purchase order and agree to comply with the
standard terms and conditions. Upon execution, the suppliers acknowledge and agree
to comply with our Conflicts of Interest Policy, including our gifts and gratuities business
practice. Please review the Conflicts of Interest Policy:

CONFLICTS OF INTEREST POLICY

All employees, including the Chief Executive Officer, Chief Financial Officer and Chief
Accounting Officer, have an obligation to conduct Company-related business in an
environment free from the influence of conflicting personal interests. Generally, a
conflict of interest arises when our position or job responsibilities present an opportunity
for personal gain or when an obligation or situation resulting from our personal activities
and financial affairs may influence our judgment and action in the performance of our
Company duties.

To maintain independent judgment and action, we must avoid any potential conflict or
appearance of conflict with the interests of the Company. The guidelines contained
within this policy statement are intended to help us recognize and avoid the situations
that are most likely to cause a real or potential conflict of interest.

It is impractical to try to list every situation or circumstance that might lead to a conflict
of interest. For this reason, there is no substitute for our own good judgment. When in
doubt about whether a situation you are engaged in or contemplating will cause a
conflict with the interests of the Company, you are encouraged to make a timely
disclosure of the facts to your supervisor or the chief ethics officer.

If you have or believe that you may have a conflict of interest with respect to any outside
work or financial interest, you must immediately report this in writing to your supervisor
and the chief ethics officer. Vice President, Rhonda S. Ferguson, is the Chief Ethics
Officer for FirstEnergy. The chief ethics officer has the authority to resolve questions
regarding proper ethical conduct, including matters dealing with conflicts of interest.

OUTSIDE WORK
The Company respects the rights of its employees to engage in activities outside the
normal scope of their employment, provided such activities do not conflict with
employees' abilities to properly perform their job duties. A conflict of interest exists when
an employee or an immediate family member (spouse, children, parents, spouse's
parents, brother/sister, spouse's brother/sister) or any member of the employee's
household serves as a director, officer, employee, consultant, or agent of an
organization which has or seeks to have a business relationship with FirstEnergy as a
supplier or contractor, and the employee is in a position within FirstEnergy to directly or
indirectly influence decisions concerning this relationship. Similarly, a conflict exists
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when an employee receives or agrees to receive compensation in any form, including
honoraria, from an outside source for representing or assisting any person, business,
firm, or other entity in dealings with the Company.


FINANCIAL INTEREST
A conflict of interest exists when an employee, an immediate family member, or any
member of the employee's household owns any beneficial interest in an organization
that has or seeks to have a business relationship with FirstEnergy as a supplier or
contractor and such employee is in a position within FirstEnergy to directly or indirectly
influence decisions concerning this relationship. A conflict does not exist when the
financial interest consists of stocks, bonds, or other securities of a company listed on a
public securities exchange, and the amount of such interest is less than five percent of
the value of the class of such securities.

POLITICAL OR CIVIC INVOLVEMENT
The Company encourages its employees to take an active role in the political and civic
activities of the communities in which they reside and which the Company serves.
Occasionally, matters brought before political or civic boards directly affect the
Company's business. When this occurs, employees serving on these boards are
expected to abstain from participation during the time that matters affecting the
Company are voted.

GIFTS AND GRATUITIES
Accepting or offering a gift, favor, service, or privilege, including travel or entertainment,
from an existing or potential customer or supplier that is of more than nominal value,
and that exceeds the level of business courtesies extended in accordance with
accepted ethical business standards – thereby creating a conflict of interest – is
prohibited. If an employee has any doubt as to whether accepting or offering a gift
would violate such policy, then that employee should consult with their supervisor. If the
supervisor has any questions regarding the matter, he/she should consult with the Chief
Ethics Officer for guidance. Accepting or offering a gift or gratuity in excess of these
limits places an employee in a prejudicial or embarrassing position and interferes with
the impartial performance of job duties and is prohibited. Similarly, the acceptance of
cash (whether in the form of a gift or a loan) or a gift certificate in any amount is also
prohibited. If a prohibited gift is received, it must be returned promptly, accompanied by
an explanation of this policy.

Occasionally, a supplier may offer a discount on services or products purchased by
Company employees. Such discounts can only be accepted when they are available to
all employees and notice of such fact is given to all employees.

It is understood that there are times when meals, beverages, golf outings, tickets to
sporting or cultural events, and other social events are proper and acceptable and are
helpful in conducting business. However, entertainment of this nature is not to be

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encouraged or used as a prerequisite for doing business with the Company, but may be
accepted or extended by employees when appropriate for business objectives.


CONFIDENTIAL INFORMATION
Information about our customers, shareholders, suppliers (including bid prices, terms,
and evaluations), employees, and business plans is considered to be confidential and is
only available on a need-to-know basis. This information should be used for business
purposes. A conflict of interest and, in some cases, a violation of law exists when an
employee uses Company information for personal gain or discloses it to others for
purposes of gaining a competitive advantage or for solicitation purposes. Use of
information in this manner is prohibited.

This policy applies to all employees of FirstEnergy and each such employee is
responsible for complying with it. Any such employee found to have willfully disregarded
this policy will be subject to disciplinary action up to and including discharge. Employees
will be asked from time to time to signify in writing that they are in compliance with this
policy. Any employee may, in confidence, report actual or suspected violations of this
policy directly to the chief ethics officer or by using the toll-free Employee Concerns
Line. An individual may make use of this procedure without fear of retaliation. No
individual will be harassed, intimidated, or negatively impacted in any way as a result of
filing a complaint or participating in an investigation of an internal discrimination
complaint. Supervisors are cautioned that any retaliatory or other employment action
taken against an individual as a result of that individual making a report or filing a
complaint or otherwise participating in an investigation of a complaint or report under
this policy shall itself be treated as a violation of this policy and will subject the
supervisor to discipline up to and including termination from employment. If a supervisor
is contemplating any employment action with respect to an individual who has filed a
complaint or made a report under this policy, he or she must seek further guidance from
appropriate representatives within the Human Resources or Legal Departments in
advance of taking any such action.

The matters discussed in this policy statement are for the information of the applicable
employees. This policy is not a binding contract, but a set of guidelines for
implementation. The Company explicitly reserves the right to modify any provisions of
this statement at any time and without notice.

If a FirstEnergy employee has questions regarding the appropriateness of a gift, gratuity
or invitation, he will address the concern with his immediate supervisor, the Legal or
Human Resources departments, the Ethics Officer, or call the Employee Concerns Line
at 1-800-683-3625. Suppliers may also call the Employee Concerns Line for any
questions regarding the appropriateness of a gift, gratuity or invitation.




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15. Frequently Asked Questions

Q: What is FirstEnergy’s Supply Chain?
A: The Supply Chain is a department within FirstEnergy that contains individuals who
   procure materials, services, and commodities for the company using the 5 step Sourcing
   Process:
       • Sourcing Strategy
       • Issue RFx
       • Pre-Negotiation Review
       • Award Contract
       • Execute Contract
Q: How does FirstEnergy buy goods and services?
A: FirstEnergy Supply Chain uses the Sourcing Process to buy goods and services to satisfy
   our business units’ needs. We use a variety of purchasing methods to obtain necessary
   goods and services, including:
       • Standard RFP offerings
       • RFx
       • Straight bid
       • Reverse auctions
       • Negotiated agreements
       • Single Source
Q: What factors does FirstEnergy consider when selecting a supplier?
A: FirstEnergy considers many factors into making sourcing decisions among those are:
       • Total Cost of Ownership (TCO) Model
       • Adherence to our standard Terms & Conditions
       • Value added
       • First Cost
       • Safety
       • Environmental commitment
       • E-enabled business
Q: What registration process should potential suppliers to FirstEnergy go through to
   be recognized as a potential supplier?
A: Suppliers that would like to be considered as a supplier to FirstEnergy should complete
   the Supplier Registration Profile Form located on our Supply Chain website: Supplier
   Registration Webpage. Once the form has been completed, please e-mail the completed
   form to supplierdiversity@firstenergycorp.com. Your company information will be logged
   into our database of potential suppliers who are interested in providing goods and
   services to FirstEnergy.
Q: What part does Supplier Diversity play in sourcing decisions?
A: FirstEnergy’s Supplier Diversity Program provides technical assistance and mentoring
   along with sourcing opportunities in a competitive environment for – small, woman-
   owned, minority-owned, HUB Zone, veteran-owned and service disabled veteran-owned
   businesses. We are committed to Supplier Diversity as one of the key core values that
   are fundamental to achieving our vision of providing superior value to our customers and
   investors.



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16. Definitions and Terminology
Automated Clearing House   Automated Clearing House (ACH) is a secure, nationwide electronic payment
(ACH)                      transfer system. ACH payments may be presented in various formats. For
                           purposes of the Vendor Maintenance Form, FirstEnergy uses the term “ACH”
                           to refer to payments made through the Xign Payment Services Network
                           (XPSN). For more information regarding the XPSN, please refer to the Xign’s
                           website, www.xign.com. FirstEnergy’s XPSN payments are in the CCD ACH
                           format. The XPSN provides an automated email notification of remittance
                           information to the vendor the day prior to the funds being deposited.
                           Participation in the XPSN is at no charge to the vendor, either for invoice
                           presentment or for ACH payment.
Auction                     This is a fixed-duration bidding event hosted by a single Sourcing
                            Professional, in which multiple pre-qualified and invited suppliers compete for
                            business. Potential suppliers review the requirements, choose to bid and
                            enter their selling prices. Suppliers' prices are visible to competitors often
                            resulting in successively lowering prices. An auction is most appropriate
                            when it involves commodity products with a broad pool of capable suppliers.
Contract                    A collection of mutually agreed upon terms and conditions denoting the
                            obligations of the supplier and FirstEnergy and must be executed by both
                            parties.
Contract Packet             All documents incorporated by reference into the contract.
Contractor Verification     The Contractor Verification System (CVS) is a FirstEnergy (FE) program
System (CVS)                used by major service vendors in order to provide more timely invoice
                            processing and payment, and to improve the accuracy of the invoicing,
                            payment, and reconciliation processes. The vendor’s labor rates are loaded
                            into FirstEnergy’s database. After the work is performed, vendor time sheets
                            are entered into CVS (either via electronic download from the vendor or via
                            manual entry by FE personnel from paper time sheets provided by the
                            vendor). The system calculates the payment due based upon the hours
                            worked, labor rate, job classification, shift, etc.
Electronic Invoice          Electronic Invoice Presentment & Payment (EIPP) is a generic term for the
Presentment and Payment     methodology used by vendors to present invoices to, and receive payments
(EIPP)                      from, their customers electronically. Invoices are presented through a web-
                            site on the Internet and payments are made via ACH technology.
Evaluated Receipts          Evaluated Receipts Settlement (ERS) is a process, used for material goods
Settlement (ERS)            purchases, which eliminates the need for a vendor to submit an invoice to the
                            Sourcing Professional. The concept is relatively simple: upon receipt of
                            material, the buyer’s system automatically creates and internal “invoice”
                            document calculated on the quantity of the item shipped times the purchase
                            order unit price of that item. Payment is then made based on the purchase
                            order terms and conditions, with the payment due date being calculated from
                            the date of the material receipt.
Obligation                  A mutually agreed upon expectation, and when defined within a contract, the
                            party is bound by law to satisfy.
Purchase Order              Formal request or instruction from a purchasing organization to a vendor or a
                            plant to supply or provide a certain quantity of goods or services at or by a
                            certain point in time and confirms set pricing.
RFx                         Request for Information (RFI) A document submitted to one or more
                            potential suppliers eliciting information for a product or service.
                            Request for Proposal (RFP) A document submitted to one or more potential
                            suppliers eliciting proposals for a product or service.
                            Request for Quotation (RFQ) A document submitted to one or more
                            potential suppliers eliciting quotations for a product or service.
Schedule                    Additional document(s) added to a contract by some suppliers for reference
                            information.
Scope of Work               Description of products and/or services to be provided by the supplier.

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 Appendix A
 Example of Supplier Maintenance Form:

To be completed by FirstEnergy Employee
REQUESTOR NAME                                                            DATE SUBMITTED                                 DATE COMPLETED

SAP SUPPLIER NUMBER
                                                                              Add        Change           Delete
To be completed by Supplier
Please note, FirstEnergy’s standard payment terms are 2%10 net 45.
SUPPLIER NAME                                                             FEDERAL TAXPAYER ID NUMBER

STREET ADDRESS (NO PO BOX)                                                CITY

STATE                                                  ZIP CODE                                             COUNTRY

CONTACT NAME                                                              PHONE NUMBER

E-MAIL                                                                    FAX NUMBER


REMIT TO ANOTHER ADDRESS                               REMIT TO SUPPLIER NAME (IF SUPPLIER NAME IS DIFFERENT THAN ABOVE)
         Yes         No
REMIT TO STREET ADDRESS                                REMIT TO PO BOX                                          REMIT TO CITY

REMIT TO STATE                                         REMIT TO ZIP CODE                                        REMIT TO COUNTRY

CONTACT NAME                                           PHONE NUMBER                                             FAX NUMBER

Environment / Business Classification – This area must be completed and signed by the Business Owner.
The Small Business Administration (SBA) requires that small disadvantaged businesses (SDB’s), 8(a) and small businesses located in a historically underutilized
business zone (HUBZone) be certified and listed in their PRO-NET database. To register in the SBA’s PRO-Net database go to Department of Defense’s Central
Contractor Registration (CCR) web site, which is www.ccr.gov. Click on START NEW REGISTRATION to begin your certification process.

Classification                                          Yes         No
Large Business                                                               Penalties for False Misrepresentation: FAR 52-219 (e)(4) Misrepresentations of
                                                                             business status as a small, small disadvantaged, small women-owned, small veteran-
Small Business                                                               owned (including service disabled), and HUBZone small business concern for the
                                                                             purpose of obtaining a subcontract that is to be included as part or all of a goal
Women Owned Business                                                         contained in the requesting Contractor’s subcontracting plan, without remedy, can
        Asian Indian American                                                result in severe penalties. Additionally, under 15 U.S.C. 645 (d), any person who
                                                                             misrepresents a firm’s status in these same categories in order to obtain a contract to
        Asian Pacific American                                               be awarded under the preference programs established pursuant to section 8(d), 9 or
                                                                             15 of the Small Business Act or any other provision of the Federal law that
Race:




        Black American                                                       specifically references section 8(d) for a definition of program eligibility, shall: (1) be
                                                                             punished by imposition of fine, imprisonment, or both; (2) be subject to
        Hispanic American                                                    administrative remedies, including suspension and debarment; and (3) be ineligible
                                                                             for participation in programs conducted under the authority of the act.
        Native American*
Disabled Business
8A
HUBZone                                                                      * This category only includes American Indian, Eskimo, Aleut or Native Hawaiians.
                                                                             An American Indian must be a documented member of a North American tribe, band
Small Disadvantaged Business (SDB)                                           or other group and can provide proof (i.e. Native American Blood Degree Certificate,
                                                                             tribal registry letter or Roll Register No.)
Veteran Owned Business
Service Disabled Veteran Business

I certify that the Business Classifications provided above are accurate and complete.
COMPANY NAME                                                                     OWNER SIGNATURE
                                                                                                                                                        22
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                                                  5/22/2009
Appendix B

Example of Certificate of Insurance Form:




                                                        23

				
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