Loading...
HomeMy WebLinkAboutMINUTES - 08171993 - 1.47 / `47 TO: BOARD OF SUPERVISORSsE- c � of Contra FROM: WARREN E. RUPF, Sheriff-Coroner Costa County DATE: r2 couKr �P� July 28, 1993 SUBJECT: CONTRACT WITH PACIFIC BELL FOR INMATE TELEPHONE SERVICE SPECIFIC REQUEST(S)OR RECOMMENDATION(S)&BACKGROUND AND JUSTIFICATION I . RECOMMENDED ACTION Approve and authorize the She"riff-Coroner or designee to execute on behalf of the Inmate Welfare Fund, a five-year contract, effective July 1, 1993, with Pacific Bell fora tiered group rate commission on all inmate telephones located within the Detention Facilities . II . FINANCIAL IMPACT: During the life of the contract, Pacific Bell estimates that the commissions earned from the inmate telephone system will increase . from approximately $300,000 to $350,000 annually. III . REASONS FOR RECOMMENDATION/BACKGROUND: Penal Code Section 4,025 permits the Sheriff to expend funds deposited into the Inmate Welfare Fund solely for the benefit, education and welfare of the inmates .. An itemized report of the expenditures is submitted annually to the Board of Supervisors . Typical expenditures include contracts for services with Friends Outside and the Council of Churches of Contra and for a Director of Inmate Services. The Inmate Welfare Fund also provides money to indigent inmates for public transportation upon their release, books and reading materials for the inmate libraries as well as recreational and educational equipment for use by the inmates . CONTINUED ON ATTACHMENT: YES SIGNATURE: RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE APPROVE OTHER SIGNATURE (S): ACTION OF BOARD ON AUG 1 17 APPROVED AS RECOMMENDED OTHER VOTE OF SUPERVISORS I HEREBY CERTIFY THAT THIS IS A TRUE UNANIMOUS(ABSENT AND CORRECT COPY OF AN ACTION TAKEN AYES: NOES: AND ENTERED ON THE MINUTES OF THE BOARD ABSENT: ABSTAIN: OF SUPERVISORS ON THE DATE SHOWN. Sheriff AUG 17 1993 cc: CAO - George Roemer ATTESTED CAO Emma Euevor PHIL BATCHELOR,CLERK OF THE BOARD OF Auditor-Controller SUPERVISORS AND COUNTY ADMINISTRATOR Pacific Bell via Sheriff-Coroner M382BY DEPUTY (10/88) 1 �7 Virginia F.Tormey-Lawson,CPCU Pacific Telesis Center PACIFIC&V TELESIS, Director-Risk Management 130 Kearny Street,Suite 3474 Group San Francisco,California 94108-4819 (415)394-3085 Fax No.:(415)391-8132 June 28, 1993 CONTRA COSTA COUNTY SHERRIFFS OFFICE ATTN.PETER CHRISTIANSEN 1000 WARD STREET MARTINEZ CA 94553 REF: PACIFIC BELL PROPOSAL FOR INMATES TELEPHONE SERVICE GENTLEMEN: THIS IS TO CERTIFY THAT PACIFIC BELL HAS QUALIFIED AS A SELF-INSURER UNDER THE LAWS OF THE STATE OF CALIFORNIA WITH RESPECT TO WORKERS COMPENSATION. OUR IDENTIFICATION NUMBER FOR THIS PURPOSE IS 2-0054-03. IN ADDITION,PACIFIC BELL IS SELF-INSURED FOR ALL GENERAL AND AUTO LIABILITIES,INCLUDING BODILY INJURY AND PROPERTY DAMAGE. PLEASE ACCEPT THIS LETTER AS EVIDENCE OF SUCH SELF-INSURANCE IN AN AMOUNT SUFFICIENT TO MEET YOUR REQUIREMENTS UNDER THE TERMS OF THE AGREEMENT WITH PACIFIC BELL. SINCERELY, VIRG NIA F.TORMEY-LAWSON,CPCU DIRECTOR -RISK MANAGEMENT cc: Jim Sailor-Pacific Bell Tel# (800)870-9096 Fat# (510)7120 LTR #: 285 Public Communications-Sales PAC I F I C=;BELL 24801 Huntwood Avenue Hayward,California 94544 A Pacific Telesis Company July 9, 1993 Contra Costa County Attention: Peter Christiansen Director of Inmate Programs and Services 1000 Ward Street Martinez, California 94553 Dear Peter, Per our last meeting please find enclosed a copy of the current Space Use Agreement, new Agreement with schedules and a copy of the M/WBE-DVBE report requested by Contra Costa County. This is the same M/WBE-DVBE report Pacific is required to provide to the CPUC on an annual basis. I trust that these enclosures will meet with your approval . Please feel free to contact me should you have any questions or concerns. Sincerely, KC Sh lly Account Executive 510-784-3632 cc: B. Mulgrew, B. Davis JLL-02-1993 09:19 FROM TO HAYWARD P.02 SPACE OSE AGREEMENT FOR PUBLIC TELEPHONES RD016(419% TRiS AGREEMENT is entered into by and between mr: Peter C ri *ixrnseo___ doing business as ma—ralta Dinyppp d " gsiness Owner"or"Owner") and:PACIFIC ELL,38 Bea Cour#, an Ramon, allfornia 94883("Pacificic")�e purpose of establishing the terms and conditions under which Pacific may place additional puptic telephones or retain its existing public telephones on Owner's premises. The Agreement is as follows: ; t.'TfRtp$ti AGREE tM1�N1,'r and oreemnttinuing o and t shall be In imIuding nitia��f three At the end oars f his on �9r/ttA Initial term, this Agreement shall be automatically exighdad for an additional peter odeqqual to the length of the Initial term,unless prior to the end of the Initial tern el er party notifies the other,in writing,of Its Intent not to extend this Agreement. 2.RiGHT TO USE SPACE.Business Owner hereby confirm",and agrees that Pacific may retain Its public telephones at the locations where they are presently situated,and Ov4eragrees to allow Pacific to Install such additional public telephones on Owner's premises as Pacific and OwnC may agree upon from time to time. All terms of this Agreement shall apply to any additional public tele ones. All public telephone equipment shall remain the property of Pacific. Owner represents to Pacific that I has the authority to enter into this Agreement and that execution of this Agreement will not place Owner in b ch of any pre-existing contracts Owner may have with respect to pay phone service on its premises. { 3.COMPENSATION SCHEDULE, For so long as Business Owner complies with the terms and conditions set fortis in this Agreement,Pacific will pay to Owner,for each of Pacific's public telephones located on Owner's premises, the compensation described In Exhibit A,attached hereto and made a part hered, 4.BUSINESS OWNER'S WARRANTY AS TO MHOMOM UMBER OF PHONES. Owner shall not be required to maintain or Install only Pacific's public telephones on i)tner's premises,except that Business Owner aggroes to allow Pacificto maintain a minimum of�Pacific publib telephones on its premises located throughoutthe State of California. This minimum represents 80%of such P. clfic telephones installed at the time of this Agreement. Notwithstanding the foregoing,where Owner has fours Is or less,Owner shall always have the right to place one non-Pacific set.So long as Owner maintains this minim Owner shall have the right to remove Individual Pacific telephones on thirty (30) days prior notice; provl , however, that Owner shall reimburse Pacific for its engineering,construction,and related costs of installin nd removing the telephones and associated equipment If Owner removes a public telephone within twelve(1 � ,months after Its installation. This reimbursement shall be in addition to any other remedies Pacific may have ,br breach of this agreement. 5.ELECTRICITY.At Pacific's request.Owner at its expcn ej shall fumish uninterupted 110-volt AC electricity to the paint of connection on the public telephone equipmon.i Such electricity shall be furnished for the operation of lights,tan,lighted signs or similar electrical devices ud with the public telephone equipment. 6.REMOVAL EXPENSE. At the time any public telephones are removed,Pacific at its expense shall remove the public telephones and enclosure unless Owner's obliga'on under section 4 above to reimburse Pacific for such expenses applies. Owner at its expense shall remo bumper posts and other fixtures associated with the telephone, and make safe the site(s). Pacific accepts o liability for holes placed In wails, pillars or floors or defacement of same on Owner's premises when such were necessary for installation or removal of the public telephones or resulted from vandalism. 7.ADVERTISING,SIGNS AND USE OF TELEPHONES. Owner shall not use the public telephone equipment in the conduct of its business nor use the public telephone nurlper(s)in Its advertising.No advertisement orattachment of any type not authorized in writing by Pacific shall(Dbbieaa affixed to or used on or In connection with the public telephone or its enclosure. 6,CONFIDENTIALITY OF INFORMATION. Owner shall k' p confidential and use only for confirming Pacific's performance under this Agreement any technical,busin ss,revenue or usage Information disclosed to Owner by Pacific,except the message and total revenue summaryrovided to Owner along with its compensation payment successors and assigns. 9.ASSIGNMENT. This Agreement shall inure to the benefi of and be binding upon the parties hereto,their heirs, i0 REGULATORY OVERSIGHT.The parties hereto aggroe that is Agreement shall be governed by all applicable tariffs of Pacific on file with the California Public Uti ities Commission (Including applicable tariffs limiting Pacific's liability for interruption of service),and shall be subjectto such changes or modifications as may be required or authorized by any regulatory commission In the exercisf of its lawful jurisdiction and any modification,revision, renewal or extension of this Agreement shall so stater Pacific declares that the filing of the Agreement herein with the Public Utilities Commission of California pursuant to the procedural requirements of General Order 96 Is not to be construed as a public offering by Pacific of the services or facilities herein above referred to. 11.,ATTORNEY'S FEES. if either party commences an actio against the other party to enforce the provisions of this 'Agreement,the prevailing party shall be entitled to recc#er from the losing party reasonable attorneys'fees and 'costs of salt. \\'�'''��) EXECUTED this _3 day ol�.� nC 18 PACIFIC BELL Stpnad,re:Pd le F'SpnaturTe Named p,„ KC Shelly ----�- Title: .__..�.., �i Tula: Account Executive conuct'amptxme ll.OmpAcmrao? 415-095-55113 Numbor: Pok rekphon0 Number, Fed Tax 1.0.I or$6 t y PACIFIC$W me compensation end en nmicae to: (address) (ctp code? AMONO MESISCOMPANY 1!1111/ PACIFIC13BELL. TOTAL P.02 SPACE USE AGREEMENT FOR PUBLIC TELEPHONES THIS AGREEMENT IS ENTERED INTO BY AND BETWEEN CONTRA COSTA COUNTY DOING BUSINESS AS CONTRA COSTA COUNTY INMATE WELFARE FUND ("Business Owner" or "Owner") and PACIFIC BELL, 39 Beta Court, San Ramon, California 94583 ("Pacific") for the purpose of establishing the terms and conditions under which Pacific may place additional pubic telephones or retain its existing public telephones on Owner's premises. This Agreement supersedes the current Space Use Agreement for Public Telephones between the parties, effective January 1 , 1991. The Agreement is as follows: 1. TERM OF AGREEMENT. This Agreement shall be in effect for an initial term of five (5) years commencing on July 1, 1993 and continuing to and including June 30, 1998 . At the end of this initial term, this Agreement shall be automatically extended for an additional period equal to the length of the initial term, unless prior to the end of the initial term either party notifies the other, in writing, of its intent not to extend this Agreement. 2. RIGHT TO USE SPACE. Business Owner hereby confirms and agrees that Pacific may retain its public telephones at the locations where they are presently situated, and Owner agrees to allow Pacific to install such additional public telephones on Owner ' s premises as Pacific and Owner may agree upon from time to time. All terms of this Agreement shall apply to any additional public telephones. All public telephone equipment shall remain the property of Pacific. Owner represents to Pacific that it has the authority to enter into this Agreement, and that execution of this Agreement will not place Owner in breach of any pre-existing contracts Owner may have with respect to pay phone service on its premises . 3. COMPENSATION SCHEDULE. For so long as Business Owner complies with the terms and conditions set forth in this Agreement, Pacific will pay to Owner , for each of Pacific ' s public telephones located on Owner' s premises , the compensation described in Exhibit A, attached hereto and made part hereof. 4. BUSINESSS OWNER' S WARRANTY AS TO MINIMUM NUMBER OF PHONES. Owner shall not be required to maintain or install only Pacific 's public telephones on Owner' s premises, except that Business Owner agrees to allow Pacific to maintain a minimum of 223 Pacific public telephones on its premises located throughout the State of California. This minimum represents 80% of such Pacific telephones installed at the time of this Agreement. Notwithstanding the foregoing, where Owner has four sets or less, Owner shall always have the right to place one non-Pacific set. So long as Owner maintains this minimum, Owner shall have the right to remove individual Pacific telephones on thirty (30) days prior notice; provided, however, that Owner shall reimburse Pacific for its engineering, construction, and related costs of installing and removing the telephones and associated equipment if Owner removes a public telephone within twelve (12) months after its installation. This reimbursement shall be in addition to any other remedies Pacific may have for breach of this Agreement. 5. ELECTRICITY. At Pacific' s request, Owner at its expense shall furnish uninterrupted 110-void AC electricity to the point of connection on the public telephone equipment. Such electricity shall be furnished for the operation of light, fan, lighted signs or similar electrical devices and used with the public telephone equipment. 6. REMOVAL EXPENSE. At the time any public telephones are removed, Pacific at its expense shall remove the public telephones and enclosure unless Owner' s obligation under section 4 above to reimburse Pacific for such expenses applies. Owner at its expense shall remove bumper posts and other fixtures associated with the telephone, and make safe the site (s) . Pacific accepts no liability for holes placed in walls , pillars , or floors or defacement of same on Owner ' s premises when such were necessary for installation or removal of the public telephones or resulted from vandalism. 12. INTRALATA TRAFFIC. County agrees that Pacific shall carry all intraLATA traffic generated by Pacific' s pay phones until the effective date of the removal of LATA boundaries pursuant to the anticipated order of the California Public Utilities Commission in the Implementation Rate Design proceeding, I. 87-11-033 ( "removal of LATA boundaries) . If subsequent to the removal of LATA bounderies County receives an offer from another carrier during the term of this Agreement for carriage of intraLata traffic, County shall give Pacific an opportunity to match such offer.If Pacific matches any such competitive offer received by County, Pacific shall remain the default carrierof intra-Lata traffic. EXECUTED this day of 19_ BUSINESS OWNER PACIFIC BELL Signature: Signature: Printed Name: Printed Name: Title: Title.: Contact Telephone: Contact Telephone: Number: Number: Fed Tax I.D.# Fed Tax I.D. t SS # SS # Pacific Shall mail compensation and all notices to: (Address) (Zip) EXHIBIT A PACIFIC BELL ,INMATE TELEPHONE COMMISSION PLAN Pacific Bell 's Length of Contract 5 Years Year Schedule A Schedule B 223 phones* 279 phones** 1993 26% 265% 1994 335% 33% 1995 35% 37% 1996 36% 38% 1997 37% 395% Schedule B shall become effective upon execution of the Agreement: Schedule A shall become the effective rate upon 10 days written notice to County in the event any of the following occur: (1) the total number of stations, for all County Inmate Facilities covered under this Agreement falls below 223 stations or (2) a jail closes and the total revenue usage generated by all the pay phones in the aggregate , falls more than 20% below current levels , based on a rolling average revenue for the previous months . Or Below ** And Above Revenue and Commission estimates are based on 1992 'usage. i 1" c Vacbrell Public ' Ielephone Service- Compensation Rate Sc' hedule In accordance wir-111, the Fublic Tele-hone Ser:ice Azretmenl. Pacinc ill Shall '2v 'he �USLIIIeSS Owner c0mvensallon bas-es or, billable Zrross revenue for rhe 2 MlloWjr.2 call tyres Corn Vjere6 within the same r;?ce Area: 707 916 Cash P3iQ' (?.mount of L:niteu -States Coins Cotlectea) Chico Calling Carus 11 Collect Calls 916 m Third Sacramento The comrtr�,:ation is caSe,3 on U�'le ccfflecztontnrer-2i 510 San and magi cover more trap one month's usage. 1"Xclucelz 415 -70 f-rom tke comoensarion are all Francisco accilcable zZx-�Ls Stockton .1 .lee 7 c---lls to toil n-umicers. and (--PT—'C 408 9 , surae it;,. GrouL Azz--urit cr 415-OV15-571S eie ror.e u rn'c 8 2oq 4 .Monterey 408 Fresno 6,19 San x- Luis 805 esi t: 01spo ILI 805 818 213 310 ,---Los, A-nples k if L-7 6 19 Jj e 'u.Y A San Die-go S c, a e SG PA F R E 1-1. ilA PACIFICIT-E.I.ESIS COMPANY1 1111911 ll I BEFORE THE PUBLIC UTILITIES COMMISSION OF THE STATE OF CALIFORNIA Order Instituting Investigation into) the policies, practices, procedures ) and costs of women and minority ) I.90-02-044 business enterprise programs ) (Filed February 23, 1990) established under General Order 156 ) for the year 1991, and related ) matters. ) PACIFIC BELL (U 1001 C) M/WBE-DVBE ANNUAL REPORT. PLAN AND COST EXHIBIT MARCH 1, 1993 M/WBE-DVBE ANNUAL REPORT AND PLAN , PACIFIC BELL M/WBE-DVBE OPERATIONS DISTRICT MARCH 1, 1993 TABLE OF CONTENTS Page I. INTRODUCTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1 II. ANNUAL REPORT (General Order 156, Section 9) . . . . . . . . . . . . . .2 A. Description of Program Activities. . . . . . . . . . . . . . . . . . . . . .2 General Order 156, Section 9.1.1 1. Internal Program Activities. . . . . . . . . . . . . . . . . . . . . . . . .2 a. Employee Education. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2 b. Vice President Coordinator Meetings. . . . . . . . . . . . .2 c. Subcontracting Training. . . . . . . . . . . . . . . . . . . . . . . . .3 d. Employee Recognition. . . . . . . . . . . . . . . . . . . . . . . . . . . .4 e. Quality Partners Program. . . . . . . . . . . . . . . . . . . . . . . .4 f. Coverage of Results with officers. . . . . . . . . . . . .- .5 g. Supplier Resource Team. .. . . . . . . . . . . . . . . . . . . . . . . .5 h. Disabled Veteran Business Advisory council. . . . . 06 i. Internal Program Improvements. . . . . . . . . . . . . . . . . . .7 j . M/WBE Supplier Verification. . . . . . . . . . . . . . . . . . . . .9 k. Publications. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9 2. External Program Activities. . . . . . . . . . . . . . . . . . . . . . . .12 a. Meetings, Conferences and Trade Fairs. . . . . . . . . .12 b. Memberships. . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .17 c. Awards Received by Pacific Bell. . . . . . . . . . . . . . . .17 d. Asian Community Meetings/RACR/NAACP/Diversity Task Force. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .18 e. Emerging Business Enterprise Commission. . . . . . . .20 f. Subcontracting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .20 g. Clearinghouse Advisory Board. . . . . . . . . . . . . . . . . . .21 h. Toll-Free Supplier Referral Line. . . . . . . . . . . . . . .21 i. Advertising. . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . .21 J . Supplier Resource Team. . . . . . . . . . . . . . . . . . . . . . . . .22 k. Development. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .22 1. Loan Fund. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .23 B. A Summary of Purchases. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .25 General Order 156, Section 9.1.2 C. Program Expenses. . . . o - o . . . o . . . . . . . . . . . . . . . . . o . . . . . . . . .27 General Order 156, Section 9.1.3 D. Description of Progress Toward Goals. . . . . . . . . . . . . . . . . .28 General Order 156, Section 9.1.4 E. Summary of Subcontracting Utilization. . . . . . . . . . . . . . . . o30 General Order 156, Section 9.1.5 F. Supplier Complaints. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . .31 General Order 156, Section 9.1.6 G. Exclusions. . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . .33 General Order 156, Section 9.1.7 H. Recruitment of Suppliers in Areas of Low Utilization. .34 General Order 156, Section 9.1.8 I. Justification of Excluded Areas. . . . . . . : . . . . . . . . . . . . . . .37 General Order 156, Section 9.1.9 III. INTRODUCTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . - -38 IV. ANNUAL PLAN (General Order 156, Section 10) . . . . . . . . . . . . . .39 A. Goals. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ...39 General Order 156, Section 10.1.1 B. Description of Program Activities Planned for 1993. . . .41 General Order 156, Section 10.1.2 1. Internal Program Activities. . . . . . . . . . . . . . . . . . . . . . . .42 a. Employee Education. . . . . . . . . . . . . . . . . . . . . . . . . . . . .42 b. Publications. . . . . . . . . . . . . . . . . . . . . . . . . . o — o . . . .42 c. Employee Recognition. . . . . . . . . . . . . . . . . . . . . . . . . . .42 d. Vice President Coordinator Meetings. . . . . . — o —42 e. Coverage of Results With Officers. . . . . oo — . . .43 f. Disabled Veteran Business Advisory Council. . . . .43 g. CPUC Clearinghouse. . . . . . . . . . . . . . . . . . . . . . . . . . . . .43 h. OSMB Certification. . . . . . . . . . . . . . . . . . . . . . . . . . . . .43 i. Supplier Resource Team. . . . . . . . o — o . . . . . . . - -44 2. External Program Activities. . . . . . . . . . . . . . . . . . . . . —45 a. Meetings, Conferences and Trade Fairs. . . . . . . . . .45 b. Memberships. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .45 c. Asian Community Meetings/HACR/NAACP/Diversity Task Force. . . . . o . o . . . . — oo . 000 . o . . . . . . . - - - .45 d. General Order 156 Advisory Board. . . . . . . . . . . . . . .46 e. Advertising. . . . . . . . . . . . . . . o — o . . . . . . . . . . . . . . . .46 f. Orientation. . . . . . . o . . o . . 00 . . . . o . . . o . . . o — . . . . .46 g. Development. . . . . . — . . . . . . . . . . . . . . . . . . . . . . . . . .47 h. Loan Fund. . . . . oo — . . . . . . . . . . . . . . . . . . . . . . . . . . . .47 C. Plans for Recruiting Suppliers in Categories Where Utilization is LOW. . . . — oo . . . . . . . . . oo — o . . . . . . .48 General Order 156, Section 10.1.3 D. Plans for Recruiting Suppliers in Excluded Areas. . . . —49 General Order 156, Section 10.1.4 E. Subcontracting Plans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50 General Order 156, Section 10.1.5 I. INTRODUCTION. This filing, in compliance with the requirements of California Public Utilities Commission (CPUC) General Order 156, includes an Annual Report and Plan of Pacific Bell's Minority/Women Business Enterprise (M/WBE'j and its Disabled Veteran Business Enterprise (DVBE) program activities. The Annual Report describes Pacific Bell's program activities and results for the period January 1 through December 31, 1992. The Plan outlines Pacific Bell's M/WBE program objectives for 1993, and M/WBE numerical purchasing goals for 1993, 1995, and 1997. -1- II. ANNUAL REPORT General Order 156, Section 9 A. Description of M/WBE and DVBE Program Activities General Order 156, Section 9.1.1 Pacific Bell is committed to provide I&BEs and DVBEs with the opportunity to compete for Pacific Bell's contracting and subcontracting business. The internal and external program activities described below were conducted by Pacific Bell in 1992 to help increase its utilization of M/WBEs and DVBEs. 1. Internal Proqram Activities a. Employee Education The Employee Education Program is administered by Pacific Bell's M/WBE-DVBE Operations District. In 1991, Pacific Bell reorganized its internal business structure in order to meet the rapidly evolving changes in customer needs, technology, public policy and competitive conditions. This restructure also required the M/WBE-DVBE staff to be responsive to the needs of the newly configured business units. In 1992, in response to requests from our internal clients, several analytical reporting formats were developed and introduced to the business units. The new formats were met with great enthusiasm and interest. The new tools allow the employees to analyze their group's spending patterns, provide status on the progress being made toward goals and reveal purchasing areas that offer opportunities for improved M/WBE and DVBE utilization. b. Vice President Coordinator Meetings Each Vice President at Pacific Bell has appointed a manager to work with the M/WBE-DVBE Operations District staff to assure full implementation of the M/WBE and DVBE programs within his/her organization. These managers are referred to as "V.P. Coordinators". ' The V.P. Coordinators monitor M/WBE and DVBE utilization within their departments, identify areas of opportunity and help educate, motivate and recognize employee utilization of M/WBEs and DVBEs. -2- While the M/WBE-DVBE Operations District staff holds frequent informal meetings with individual V.P., Coordinators, it also held three formal meetings with the entire V.P. Coordinator network. During these sessions, the coordinators were trained on report database acces#, report analysis, organizational M/WBE goal setting for 1993, M/WBE and DVBE supplier sourcing and a review of new legislation and its impact on our program. c. Subcontracting Training In 1992, the M/WBE-DVBE Operations District staff conducted training sessions for employees responsible for contracting and purchasing. we continued to stress the importance of subcontracting to the end users of the products and services purchased from major prime suppliers. This additional step, of reaching out, to the users of products/services, was designed to demonstrate to these employees how they can use the M/WBE subcontracting program to increase Pacific Bell's M/WBE utilization. The M/WBE-DVBE Operations District staff continued to publish and distribute to key managers, a status report containing the names of prime suppliers who have submitted a plan to utilize M/WBE subcontractors. This report also contained the prime suppliers' 1992 M/WBE goals and their actual results. The report encouraged employees to enlist the support of their management team when discussing M/WBE subcontracting goals with prime suppliers. This report also encouraged the managers to contact the suppliers that have not yet agreed to utilize M/WBE subcontractors. The M/WBE-DVBE Operations District staff ensured compliance with Pacific Bell's M/WBE subcontracting program guidelines by establishing detailed methods and procedures for auditing prime suppliers' results and monitoring Pacific Bell's requests for proposal/requests for quotation, and resulting contracts. -3- d. Employee Recognition Throughout the year the M/WBE-DVBE Operations staff maintained an informal recognition process and issued certificates of appreciation to employees for their efforts to fVrther the spirit and intent of our M/WBE program. The employee's supervisors were asked to include this recognition in the employee's personnel file. On April 8, 1992, the Ninth Annual M/WBE Recognition Awards Presentation was held to formally honor Pacific Bell employees for their innovative approaches to increasing opportunities for M/WBE suppliers. Pacific Bell President and CEO Phil Quigley, addressed the audience and presented the awards. Twenty-five employee teams were honored at this event for making significant contributions toward reaching their M/WBE goals, either by increasing the number of M/WBE suppliers they worked with, or by increasing the percentage of dollars spent with M/WBEs. In addition, 15 employees received Special/Honorary Recognition Awards for aggressive leadership in promoting M/WBE utilization. e. Quality Partners Program Pacific Bell believes that superior quality performance will be achieved by collaborating more closely with its suppliers and by clearly sharing information and expectations. Pacific Bell's Quality Partners Program formally commends a supplier's overall quality when quality pervades all aspects of the business relationship. Through the Quality Partners Program, Pacific Bell communicates to its suppliers that the quality of their internal processes, as well as performance results, are critical. In 1992, Pacific Bell recognized 18 M/WBEs for their quality contributions. In 1992, the Quality Partners Program was upgraded to include M/WBE participation as another criteria for supplier recognition. This strategic upgrade reinforces the significance of the M/WBE program to our prime supplier community. _4_ f. Coverage Of Results With Officers The M/WBE-DVBE Operations District staff informed the Pacific Bell officers, at least monthly, of the current M/WBE performance of each officer's organization and the company's overall progress toward achieving its M/WBE goals'. In February, 1992, correspondence was sent to the officers providing 1991 year-end M/WBE performance analysis. In May 1992, the officers received correspondence detailing first quarter performance. In July 1992, correspondence was sent to the officers who constitute the Pacific Bell Public Policy Committee. The purpose was to provide a mid-yea= M/WBE purchasing performance status report. In December 1992, the officers received their 1993 goal recommendations. g. Supplier Resource Team Throughout 1992 each Supplier Resource Team member provided valuable assistance to their respective work groups. This assistance took the form of: advice and counsel, locating viable M/WBE suppliers for upcoming bids, interfacing with the M/WBEs prior to their involvement with supplier managers and fielding innumerable calls from prospective M/WBEs seeking specific opportunity information. The Supplier Resource Team was also responsible for planning and coordinating Pacific Bell's involvement in external outreach events. Members of the Resource Team gave three formal presentations to the following groups: o A procurement workshop targeted to small businesses, sponsored by the City of Oakland Office of Economic Development and Employment; Grant Thornton, San Francisco/Oakland Minority Business Development Center; and the East Bay Small Business Development Center. o A small business workshop sponsored by the Sonoma County Economic Development Board, Pacific Gas & Electric and Pacific Bell. o A procurement forum organized by Dr. Phillip Chen of the Asian Business Association. -5- h. Disabled Veteran Business Advisory Council In June, 1992, General Order 156 was amended by CPUC Decision 92-06-030. Included in this revision to the General Order was the requirement for the utilities to include Disabled Veteran Business Enterprises (DVBE) in their purchasing programs. In support of this new program, the M/WBE-DVBE Operations staff established an internal DVBE Advisory. Council to develop and implement an effective DVBE program for Pacific Bell. The Council's members include C. Ikami, Director, M/WBE-DVBE program, R. Lowe, Director, Information Systems Contracting, F. Murphy, Senior Contract Manager, N. Stephenson, M/WBE-DVBE Program Manager, D. Williams, M/WBE Strategic Business Development and 0. Borjon, DVBE Program Administrator. The Council met three times in 1992 and was successful in developing a charter. The Council is charged with: o implementing G.O. 156 requirements in a way that demonstrates Pacific Bell's commitment to the program. o developing and implementing a company-wide program to improve Pacific Bell's present and future utilization of Disabled Veteran-Owned Businesses. o developing meaningful short and long-term utilization strategies and performance goals for all departments with purchasing responsibility. o reviewing existing purchasing opportunities against the DVBE database for possible utilization matches. o conducting strategic benchmarking with other utilities and corporations to ensure the best practices are included in Pacific Bell's program. -6- In August 1992, as a result of the Council's expertise, broad knowledge base and commitment to establishing strong business relationships with DVBEs, a qualified DVBE was identified and selected to assist Pacific Bell with the training of personnel in the event of a work stoppage. While the work stoppage never odcurred, the DVBE successfully completed much of the start up work associated with the project. This exposure allowed the DVBZ an opportunity to participate in other direct competitive business opportunities with Pacific Bell. In addition, the DVBE's networking contacts were broadened with other prime suppliers resulting in the selection of the DVBE for a subcontracting award for Pacific Bell business. i. Internal Progrann Improvements In 1992, Pacific Bell made the following improvements in the administration of the M/WBE-DVBE program: (1) Management of the program was further enhanced by holding regular, integrated team meetings. These status and strategy meetings include Steve Welch, V.P. Shared Services, the M/WBE-DVBE Operations Staff, Contracting and Supplier Management executives and M/WBE Supplier Resource Team members. The focus of these meetings -was on the performance of the top MBE suppliers, the status of contract opportunities for MBEs and overall MBE and WBE purchasing status. (2) Full implementation of the on-line M/WBE results tracking database that provides individual organization's access to M/WBE results was completed in second quarter, 1992. (3) M/WBE-DVBE staff members and company software developers designed *a system improvement to the M/WBE Accounting and Procurement databases. This system enhancement will allow Pacific Bell to accurately track and report the utilization of verified suppliers. In addition, this enhancement will identify those utilized M/WBE or DVBE suppliers who still need to be verified by either the CPUC Clearinghouse or the Office of Small and . Minority Business. (4) In second quarter 1992, the M/WBE-DVBE staff began a monthly distribution of a "Key Items" report to employees. The report provides a one-page summary of significant factors that impacted the current month's results. -7- (5) The M/WBE-DVBE staff met with members of the Accounting, Systems and Purchasing districts to incorporate DVBE information tracking and reporting into all of the existing M/WBE tracking reports. Full implementation will be completed in second quarter 1993. (6) The M/WBE-DVBE staff and Pacific Bell's Legal Department revised the contracting language to include the DVBE requirement. In addition, updates are occurring to the subcontracting language included in our. contracts for purposes of committing the prime suppliers to DVBE performance goals. Full implementation will be completed in first quarter, 1993. (7) A database of certified DVBEs by product/service offering, geographical region and alphabetical listing was developed and distributed to all key M/WBE-DVBE contacts within Pacific Bell. (8) The Resource Team instituted a new method of soliciting external stakeholders for the identification of viable suppliers. When the Resource Team becomes aware of an upcoming bid opportunity they send pertinent criteria information to various community based organizations via facsimile. The expectation is that the Resource Team will receive feedback from the organization of a known supplier in that particular product/service area. Since this practice has been in effect, four responses have been received, one of the suppliers identified met the criteria and was included in the opportunity to bid. (9) In 1992 the M/WBE-DVBE staff initiated a study of Pacific Bell's bill payment intervals. A survey was sent to a random sampling of our suppliers in order to obtain their input. Of those surveyed, 78.4% indicated that our payment intervals either met or exceeded their expectations; 84.4% indicated that it was the- same or faster than their other customers. -8- As a result of this study, two process improvement initiatives were adopted. First, the automated invoicing system was updated to be able to correct inaccurate tax calculations rather than reject the entire document and create unnecessary delays. Second, when late supplier 'payments occur, an analysis is conducted to establish the root cause of the problem. Whether the problem stems from an internal organizational failure or a supplier's accounting inefficiency, supplier managers work with the parties , involved to improve the invoicing and/or payment methods. J . M/WBE Supplier Verification The M/WBE verification process requires extensive documentation on the inner workings of the M/WBE. business. M/WBEs often perceive these requirements as intrusive and onerous and discourage bonafide M/WBE suppliers from seeking verification status. In response, Pacific Bell has aggressively campaigned to ensure that the maximum amount of M/WBE expenditures and number of M/WBE suppliers are verified by the CPUC Clearinghouse. Through end of year, 1992, 33% of the M/WBE suppliers that Pacific Bell did business with were verified while 86% percent of the dollars in the M/WBE purchasing base was verified. The M/WBE-DVBE Operations District staff continued to submit M/WBE subcontractors to the Clearinghouse for verification. Pacific Bell strongly supports, and urges the CPUC staff to adopt, reciprocal verification against universal standards throughout the state. This program enhancement would go a long way to ease the administrative burden currently shouldered by the M/WBE suppliers, lessen the ratepayer's overall cost of the program and ensure the utility's M/WBE expenditures are with bonafide M/WBE suppliers. k. Publications M/WBE-DVBE Operations' staff members implemented the 1992 media plan for internal communications. The staff utilized the company .newspaper Connections to communicate key messages. Connections is distributed weekly throughout the company. On a quarterly basis, Connections publishes an article entitled, "Team Report.„ The report contains key indicators - of the company's financial performance, customer satisfaction levels and M/WBE results. -9- (1) On March 9, 1992, an article was published entitled "Contract smooths cable purchasing process". The article announced the award of a 5-year, $300 million contract with an MBE to provide 100$ of outside plant cable. The contract was the largest single commitment Pacific Bell had ever made *ith a minority supplier. The deal represented an estimated $10. million in savings over the five years. (2) On April 27, 1992, ,the annual M/WBE Recognition Event article appeared. The article,' "Top M/WBE users honored", further recognized the individuals and/or teams who increased the use of M/WBE suppliers and who successfully developed superior supplier relationships, both internal and external to Pacific Bell. (3) On September 28, 1992, a community service article was printed, "California Hispanic Chambers of Commerce awards Pacific Bell". Pacific Bell was honored as the 1992 Corporation of the Year by the San Francisco chapter of the Hispanic Chamber. The award was received in recognition for Pacific Bell's outstanding support of the Chamber's statewide convention. Pacific Bell developed and distributed invitations, handled registration and provided an 800 number using Pacific Bell Call Management. (4) On October 5, 1992, an article appeared which described the close business relationship Pacific Bell shares with minority communities. The article detailed Pacific Bell's community involvement through its purchasing, language assistance and corporate giving programs. Individual organizations throughout Pacific Bell published newsletters for the purpose of communicating program developments. Two of the more active publications are: Information Systems Contracting District M/WBE Newsletter and M WBE News for the General Contracting and Supplier Quality Management District. These newsletters were issued quarterly and contained quantitative as well as qualitative progress reports. They were also used to provide peer recognition and motivation for continued success. -10- In addition, the M/WBE-DVBE Operations staff produced the following publications: (1) Steps Bulletin The Steps Bulletin_ is a spepial report issued by the M/WBE-DVBE Operations District whenever newsworthy events or developments requiring immediate action occur with respect to M/WBE purchasing activities. This report is distributed to suppliers to explain policy changes, statistics, and other important information. Steps Bulletins #9 was developed and distributed in 1992. This issue focused on our 1991 results by product/service category and identified potential procurement opportunity areas for 1992. (2) M/WBE Orientation Package An M/WBE Supplier Orientation Package was developed for Pacific Bell by a bay area Minority Woman-Owned business. The package was created to assist M/WBE suppliers through the process of marketing to a large corporation. It addresses the questions most frequently asked by M/WBE suppliers about Pacific Bell's procurement process. The package was distributed throughout the year at the trade fairs and conferences we participated in. There are plans to update the package in 1993 with updated M/WBE information and a new section which focuses on the DVBE supplier community. -11- 2. External Program Activities a. Meetings, Conferences and Trade Fairs Throughout 19'92, Pacific Bell supported a wide variety of conferences and trade fairs for the distinct purpose of identifying 'M/WBEs for specific procurement opportunities. In support of this strategy Pacific Bell produced a six minute video entitled "Big Business Doing Business With Small Business". The video tells the positive story of a minority supplier that provides customized preparation and delivery of plastic insulated cable to Pacific Bell. The video shows how this supplier works with Pacific Bell using Quality Management concepts. It is being shown to external groups who are interested in Pacific Bell's program and to internal audiences to promote the M/WBE and DVBE programs. Some specific examples of the events Pacific Bell supported are as follows: (1) March 18, 1992 Procurement Workshop for Small Business This procurement workshop targeted to small business was sponsored by the City of Oakland Office of Economic Development and Employment; Grant Thornton, San Francisco/Oakland Minority Business Development Center; and the East Bay Small Business Development Center. This was the first time Pacific Bell had participated in this event. The workshop attracted 40 suppliers. (2) March 27, 1992 Prospering as a Small Fish in a Big Pond Workshop This event was sponsored by the Sonoma County Economic Development Board, Pacific Gas & Electric and Pacific Bell. Pacific Bell presented information pertaining to the toll-free supplier referral line, the registration process and effective marketing tips .to an audience of 160 suppliers. -12- (3) March 27, 1992 Joint Conference 56th Access Meeting Pacific Bell supplier managers were available . to the 200 suppliers who attended this event. The event, specifically designed to offer networking opportunities for the M/WBEs and major corporations who participated, was considered a resounding success. (4) April 9, 1992 Pasadena Chamber of Commerce Trade Fair. This well-organized, high energy trade fair provided an opportunity for the small businesses in attendance to meet one-on-one with a supplier manager from the participating corporations. The small businesses could use their time with the supplier -manager to market their company, learn more about the corporation's purchasing process or however they decided was the best use of the time. The small businesses felt this outreach approach was very valuable. (5) May 9, 1992 Asian Business Association Procurement Panel A member of Pacific Bell's Resource Team participated in this event targeted to Asian-owned businesses in California interested in doing business with the utilities. The manager provided the audience with insights on Pacific Bell's procurement process in general with some specific information on a recent contract award for architectural services. (6) May 19, 1992 Northern California Purchasing Council Breakfast and Symposium, on Minority Purchasing Issues A member of Pacific Bell's Resource Team and a supplier manager were active participants in a group discussion on the topic of practical approaches to reducing the barriers to minority purchasing. This event offered the Pacific Bell representatives with the opportunity to network with both the MBEs and the corporations in attendance. -13- (7) May 21, 1992 Women Construction Owners and Executives 4th Annual Conference and Awards Banquet Pacific Bell organized and participated in a public utilities procurement opportunities panel at this event. A representative from Pacific Bell's Real Estate Management and M/WBE-DVBE staff provided information on what and how we purchase and they were also available to answer questions from the audience. Citizens Utilities Company of California, Pacific Gas & Electric Company and Roseville Telephone Company also participated in the program. (8) August 19, 1992 Northern California Purchasing Council Minority Business opportunity Day and Trade Fair The exhibit booths were organized by the type of purchasing done by the participating corporation. This approach facilitated the MBEs ability to effectively market their product/service offering to the appropriate corporation. There were exhibitors from the high-tech, construction/facilities development and professional services area. Pacific Bell was represented by supplier managers in each of the categories. (9) August 26-29, 1992 California Hispanic Chambers of Commerce 1992 Convention Pacific Bell was a platinum level sponsor of this event. Pacific Bell was well represented throughout the entire event by employees from the Hispanic/Asian Market Group, Consumer Affairs, Product and Technology Support, Legal and the Shared Services organization. -14- (10) September 10, 1992_ San Francisco Regional 10th Annual Awards Ceremony This event was held in observance of the tenth annual Minority Enterrpprise Development Week. The purpose of the gent was to recognize and praise outstanding minority business men and women who have become successful business persons. The theme of the event was "Minority Business Development Challenges, Strength and Growth". A Pacific .Bell Resource Team member was a participant on the coordinating committee and hosted 4 MBE suppliers at the event. (11) September 24, 1992 San Diego Minority Supplier Development Council Pacific Bell supported this event by donating promotional gifts to be distributed at the annual Operation Opportunity Procurement Conference. The event, attended by over 100 small, minority businesses from the San Diego area provided a gateway for these suppliers to discuss business opportunities with government, state, local and prime contractor representatives. (12) October 7, 1992 8th Annual Minority Enterprise Development Conference Pacific Bell was a bronze level supporter and an exhibitor at this event. Employees from Pacific Bell's Sacramento North Business Unit and the Hispanic/Asian Market Group joined a Resource Team member in staffing the exhibition booth. Suppliers attending the event were provided with a list of current purchasing opportunities and access to the toll free 800 supplier referral line. -15- (13) October 13, 1992 National Communications Forum 192 The Vice-President of Pacific Bell's Shared Services organization addressed an audience of corporate executives frog companies throughout the United State's. The presentation focused on the critical factors that need to be in place when designing and implementing a minority, women and disabled veteran business enterprise program. A self-assessment questionnaire developed..by the M/WBE-DVBE Operations staff was introduced to the audience as a useful tool for determining the development phase or the maturity level of their respective programs. The questionnaire contained 25 questions with a scoring chart to indicate whether the program being assessed was "introductory", "emerging", "advanced" or "world-class". The entire presentation, including the questionnaire, was well received by those in attendance. (14) November 9, 1992. Managing Your Contract: Financing Strategies for Small Business Doing Business with Big Business Pacific Bell and the San Jose Development Corporation co-sponsored this business seminar that was open to small, minority, women and disabled veteran-owned business enterprises. Forty-five small businesses attended the seminar. Total Quality Management concepts, information on traditional/non-traditional banking, government financing and leads on no-cost or low-cost resources that are available to help find and secure money was provided. -16- b. Memberships Representatives of Pacific Bell's Procurement and Real Estate departments served in various capacities with numerous external M/WBE organizations. These organizations included: (1) Inland Empire Purchasing Council (2) Joint Conference, Inc. (3) Minority Business' Development Agency (4) Minority Business Opportunity Committee (5) Northern California Regional Purchasing Council (6) Orange County Purchasing Council (7) Sacramento Regional Purchasing Council (8) San Diego Minority Supplier Development Council (9) Southern California Regional Purchasing Councils, Inc. External Affairs staff representatives also served in various capacities with numerous external M/WBE organizations. These organizations included: (1) Asian Business Association (2) Association of Black Women Entrepreneurs (3) Black Business Association (4) Black Chambers of Commerce (5) California Hispanic Chambers of Commerce (6) Contra Costa Black Chamber of Commerce (7) Latin Business Association (8) National Association of Women Business Owners (9) National Center for American Indian Enterprise Development c. Awards Received By Pacific Bell Pacific Bell received one award in 1992: (1) October, 1992 Bronze Underwriter of the 1992 Sacramento Minority Enterprise Development Week Conference Pacific Bell received this award in recognition of the outstanding corporate support it provided to the 1992 Sacramento Minority Enterprise Development Week Conference. -17- d. Asian Community Meetings/HACR/NAACP/Diversity Task Force (1) Asian Community Meetings Formal and informal meeting were held with the Asian members of the Diversity Task Force and other community based organizations to discuss Pacific Bell's M/WBE purchasing program. (2) HACR Pacific Bell and HACR (Hispanic Association on Corporate Responsibility) signed a three year economic development agreement of mutual cooperation in 1987. In 1990, this agreement was extended for an additional three years by Pacific Bell and HACR. This extension reaffirms the commitment of Pacific Bell and . HACR to continue to work cooperatively. The agreement establishes regular meetings during which Pacific Bell and HACR assess progress and explore issues of common interest. It is expected to continue to result in measurable benefits for Pacific Bell and the California Hispanic community. A committee of representatives from Pacific Bell and HACR met to review progress and discuss the commitments made in the renewed agreement. Committee members include the Vice President of Corporate Communications and Regulatory Relations, the President of HACR, California representatives of the HACR organizations and other California-based Hispanic organizations who participated in the initial agreement. Purchasing information and an analysis of product/service spending were presented to the committee on May 12, 1992. The quantitative results Pacific Bell presented to HACR are audited annually by a third party monitoring consultant. -18- (3) NAACP On July 6, 1984, Pacific Bell and the National Association for the Advancement of Colored People (NAACP) signed a "Statement of Mutual Cooperation," the first entered into by the NAACP and the telecolmmunications industry. The economic development agreement of mutual cooperation reaffirms Pacific Bell's commitment to equal opportunity and pledges its cooperation in seeking increased purchasing from, and training and mutual business benefits for, all minorities. On June 19, 1992, company representatives met with the NAACP to assess progress and develop areas of priority for the coming year. In addition, areas of mutual concern were identified where concerted efforts are needed in order to achieve our common goals. In October, 1992, the NAACP Economic Development Program conducted a Signatory Networking Seminar in Ft. Lauderdale, Florida. Pacific Bell was invited, as a signatory with an exemplary program, to make a presentation on our M/WBE program. The NAACP planned to make the information we presented available to current and future signatory companies in their efforts to implement effective programs. (4) Diversity Task Force In February, 1990 Pacific Bell convened a group of 18 recognized California community and business leaders to advise Pacific Bell on how to increase M/WBE purchasing, value diversity in the workplace and use telecommunications to positively address community issues. In 1992, the Diversity Task Force issued its final report which included the company's responses. The M/WBE subcommittee of the Task Force developed 31 recommendations they believed would improve the effectiveness of Pacific Bell's program. In response, Pacific Bell has developed an action. plan to address each one of the recommendations. Listed below are a few of the insightful recommendations put forth by the Task Force: (a) Develop a revised mission for the M/WBE program that better defines what Pacific Bell plans to accomplish as the program matures -19- (b) Provide Total Quality Management information to all M/WBEs. (c) Include quantitative and qualitative goals when defining M/WBE. program success in the 190s (d) Increase the availabilipy of relevant information to help M/DBEs assess the potential of pursuing opportunities with Pacific Bell (e) Increase contract managers' capability to work with small M/WBEs by helping those managers better understand the needs of small business. e. Emerging Business Enterprise Commission On January 14, 1992, Assembly Member Gwen Moore introduced House Resolution Number 30 relative to the Assembly Commission on Emerging Business Enterprise Procurement. The Commission was created to assist the Assembly in developing strategies to achieve the procurement goals specified in existing law. The Commission is composed of 15 members appointed by the Speaker of the Assembly. They represent the banking, finance, public utility, manufacturing, government and emerging business enterprise communities. The Commission will report its findings and recommendations to the Assembly Committee on Utilities and Commerce. Pacific Bell's Vice-President of Shared Services, Steve Welch is an active member of the Commission and presides over the utility subcommittee. f. Subcontracting Pacific Bell continued to conduct officer level meetings with major suppliers to discuss Pacific Bell's M/WBE subcontracting program and to obtain their commitment to increase their utilization of M/WBEs. Pacific Bell also worked directly with many of the prime suppliers' M/WBE coordinators to assist in the development of their M/WBE programs. In addition, Pacific Bell worked with other utilities and Regional Bell Operating Companies to support their newly developed subcontracting programs. -20- g. Clearinghouse Advisory Board California Public Utilities Commission General Order 156 ordered the creation of a Clearinghouse Advisory Board (CAB) . The CAB was composed of utility and M/WBE community representatives responsible for establishing a M/WBE verification clearinghouse and database. The CAB, having completed its mission, has been dissolved. Commission Decision 92-06-030 has made provision for a General Order 156 Advisory Board. h. Toll-Free Supplier Referral Line In 1992, an automatic response unit was installed on the "800" line. The system provides prospective suppliers with current information on purchasing opportunities. and instructions on how to transfer from the automated system to someone able to provide additional information. The system also generates supplier registration forms on demand so that interested suppliers can become a part of Pacific Bell's supplier database. A detailed script was drafted for the M/WBE-DVBE staff members to use when answering caller's questions about Pacific Bell's purchasing opportunities. This process is continually being reviewed and upgraded based on suggestions received from internal and external clients. In 1992, the system processed approximately 5,800 calls. i. Advertising In 1992, Pacific Bell advertised in 4 minority publications. The current advertisement is far more specific than previous advertisements in describing the company's purchasing needs. The toll-free supplier referral telephone number continues to be a part of the ad. Pacific Bell also placed a full page advertisement in the July 28 edition of Challenge News, a trade paper for Disabled Veteran Business Enterprises. The ad was placed in support of the annual Disabled Veteran National Convention held in Reno, Nevada on August 2, 1992. -21- j . Supplier Resource Team The Supplier Resource Team (described in Section II, A, 1, g of this report) , represented Pacific Bell in the community. Pacific Bell's business relationships extend to a range of community, technical, trade, and M/WBE advocacy groups. Through these associations, the Supplier Resource Managers: (1) Explained how to engage in Pacific Bell's business processes; (2) Hosted or attended conferences and trade fairs to describe the quotation process and provide specific contract opportunity information to potential M/WBE suppliers; (3) Solicited assistance in identifying M/WBE suppliers for underutilized purchasing areas; (4) Assisted current M/WBE suppliers to increase their volume. of business, where opportunities. existed; (5) Encouraged M/WBE suppliers to pursue subcontracting opportunities through Pacific Bell's prime suppliers. Additionally, Resource Managers utilized both internal company databases of M/WBE suppliers and the Clearinghouse database of verified M/WBE suppliers when looking for potential suppliers. k. Development (1) In 1992, Pacific Bell extended an invitation to AT&T and the Southern California Gas Company to join us in sponsoring the Entrepreneurial Studies Center at The John E. Anderson Graduate School of Management at the University of California at Los Angeles. This certificate program, "Management Development for Entrepreneurs" provides the participating minority and women entrepreneurs with information they could utilize to strengthen their management skills and to be better prepared to do business with large corporations. The course began on October 8, 1992 with 25 students and will conclude in February, 1993. Drawing on material covered in seminar sessions, participants set goals for business improvement projects most beneficial to their respective companies. All participants receive assistance in, implementing their projects from MBA students assigned specifically to work with them. -22- (2) Pacific Bell's Contracting and Supplier . Management group jointly ventured with the University of California, Berkeley, University Extension, to provide a certificate program in Applied Total Quality Management. A total of 33 eTaployees with contracting responsibilities within Pacific Bell, as well as some of their suppliers participated in the program. of the total number of suppliers who participated, 8 were MBE and 3 were WBE suppliers. We anticipate, this program will both increase our capabilities to work with small businesses and share Total Quality Management concepts with suppliers. (3) on November 9, 1992, Pacific Bell and the San Jose Business Development Center co-sponsored a Financial Strategies seminar. The seminar was conducted in Milpitas, California and attracted 45 small business participants. An audit of the seminar revealed that the information provided was valuable and immediately applicable to the participants' day-to-day operations. As a result, additional developmental programs will be offered in 1993. 1. Loan Fund In 1990, Pacific Bell invested $500,000, over 2 years, in the Business Consortium Fund (BCF) . The BCF is a fund that provides loans to minority businesses at the prevailing prime interest rate. The BCF was created in 1984 by the National Minority Supplier Development Council (NMSDC) , an organization that works with, and provides support to, minority businesses. The fund was created to help overcome the difficulty many minority businesses experience in obtaining working capital through traditional lending sources. Two-year loans of $50,000 to $250,000 are available to minority suppliers certified by the NMSDC or its member purchasing councils. In addition, minority suppliers must have a contract or purchase order from a corporate member of the NMSDC to be eligible. BCF loans provide minority businesses with the opportunity to grow and to create new jobs. -23- To date, Pacific Bell's suppliers have not been successful in securing business loans through this process. As a result, Pacific Bell met with representatives from the supplier community, the funding corporations and the 3 California banks participating in the program, to dentify issues _ which may be contributing to the 'tack of participation on the part of California suppliers. Pacific Bell recognizes the significant challenges that M/WBE and DVBEs face when seeking capital financing. Pacific Bell is committed to continue to pursue innovative ideas that can increase the . financial opportunities for suppliers who have a contract with us. -24- B. A Summary Of Purchases. General Order 156, Section 9.1.2 1. M/WBE Purchasing Overview In 1992, Pacific Bell purchased goods and services totaling $319.7 million from minori`Ly-owned firms (MBE) and $178.2 million from woman-owned firms (WBE) . These purchases are 13.76% MBE and 7.67% WBE of the company's total expenditures of $2.32 billion. Direct and subcontracting M/WBE payments are as. . follows: MBE $ MBE % WBE $ WBE % Direct $282.8M 12.2% $149.9M 6.5% Subcontracting 36.9M 1.6$ 28.3M 1.2% Total $319.7M 13.8% $178.2M 7.7% The $497.9 million (21.43%) M/WBE purchases were an increase of 12% over the $443.7 million (20.55%) in 1991. Throughout 1992, subcontracting continued to contribute toward M/WBE goals, especially in areas where there are no M/WBEs available or where sole source purchasing was the only available alternative. Because Pacific Bell wanted to emphasize progress in each area of purchasing and the importance of the subcontracting program, it did not exclude any product or service category from its 1992 purchasing base. However, it should be noted that Pacific Bell's results would have been higher if it had taken exclusions. If adjusted for the exclusion of central office equipment, switching systems and building lease payments, Pacific Bell's 1992 M/WBE results would have been 22.56% as compared to the unadjusted results of 21.42%. 1992 M/WBE Results With Exclusions MBE 14.49% WBE 8.07% M/WBE 22.56% -25- 2. M/WBE Percent Utilization Trend A comparison of the percent of total purchases spent with M/WBE suppliers from year-end 1987 to 1992 is displayed on Table I. The six-year chart shows a growth of 150% on the percenta7es or an increase of $298.5 million directed to M/WBEs. 3. Breakdown of M/WBE Purchases Table II summarizes Pacific Bell's 1992 M/WBE direct purchasing by ethnic and gender classifications. Subcontracting is summarized by gender classification. Table III is a more detailed summary of purchases, including a breakdown by ethnicity, in each of Pacific Bell's major product and service categories of telecommunications, non-telecommunications and professional services. 4. DVBE Purchasing Overview In June, 1992, General Order 156 was amended to include the utilization of Disabled Veteran Business Enterprises in the utility's purchasing programs. While the Commission scheduled workshops to resolve several critical DVBE program implementation issues, Pacific Bell proceeded to make provisions for the necessary internal support systems that would be required to implement a quality DVBE program. Table IV summarizes Pacific Bell's 1992 purchases with DVBEs. While we experienced a slow start, with DVBE expenditures totaling $10,900, we believe we have taken the preparation time needed to ensure DVBEs are brought into Pacific Bell's purchasing program in a way that is mutually beneficial. 5. Impact of Verification Table V details Pacific Bell's 1992 M/WBE and DVBE verification status. While we are pleased with our progress to date, much more remains to be done to further improve our verification rate. We will continue to work towards a 100% verified supplier base. Due to the introduction of new suppliers and the time it takes to complete the verification process we anticipate this will be a tremendous challenge. However, Pacific Bell is committed to continuing to dedicate the necessary resources to the verification effort so as to maintain the highest integrity of our 1993, end of year M/WBE results. -26- a� CA �+ th 4 tU cJ 40 C 1.00 r. a 2 CO o � Zy r 40 � v C�- �• a- o O p 1y � V � r v- d Table II PACIFIC BELL 1992 SUMMARY OF PROCUREMENT ETHNIC GROUP PURCHASES %OFT&AL ' POLYNESIAN 540.792 0.02% Male 514.998 0.02% Female 26,394 0.00% FILIPINO 2.182,129 0.09% Male 1.270.927 0.05% Female 911.2D2 0.04% HISPANIC 141.878.799 6.11% Male 82,249.336 3.54% Female 59.629.462 2.57% BLACK 86.742.529 3.73% Male 81.207.436 3.50% Female 5,535,093 0.24% ASIAN 38.074.032 1.64% Male 20,262,095 0.8796 Female 17.811.937 0.77% NATIVE AMERICAN 5.705,060 0.25% Male 3,266,293 0.14% Female 2,436,767 0.10% MULTI ETHNIC 7,640,556 0.W% Male 4.657.248 0.20% Female 2,983,308 0.13% GRAND TOTAL DIRECT 432,626,243 18.62% MBETOTAL 319,663.766 13.76% DIRECT 282,763.897 12.17% Male 193,429,734 8.33% Female 89,394.162 344 SUBCONTRACTING 36.899,869 1.59% WBE TOTAL 178,200,465 7.67% DIRECT 149,862,346 6.45% SUBCONTRACTING 28,338,119 1.22% TOTAL CO 2,323,316,618 21.43% PURCHASE$ SUM92; -26B- Table III H 1 0 f co N I CIA N I 1 1 _ I a ( ( O N N H I Q1 f 1. 1 /7 f N 0 N f N o, It w l I N oN r. t o aI H H O lY 0 ( €o f 1 0 in IV N O i ` _ O NN cm 1 ,,,� � aqi � id �° � 1 H � � 1 � �i � � •• I t1 i I IpZ W Iff I s I I 1 1 1 I 1 at�a� 1 s a l sr I A g;wI 1 N I i --------------- g -------- - —zo w o 10 i U o f o 0 0 as � t 1 I U 1 c .Ti O o ^ O I a0e �u Zv off i i 1 S o I i o I o t i H l A.: � a l 000000 � 0 00 t o oAo i >wi �t i 1 r 1 ' 0 0 0 0 -11o 0 0 o ani e� o yt G I Lu 03 F W I I 1 z W o to 9L p 1 �e AL gig W WW to N -26C- 44 Iq wk C4 IQ 4R C4 W f b O It O W 0 O I r N PI f l N tV , O Iff IA f O I`�r 1 bi R I o I cyR N 1 r ! t 1 1 I q f t - — O C4: 0 —O h 1 0 O 4: �- -t O O, N I. I S. N l7 O N ' C O CIA N; l7 C 1 O N 100 N IQ — 0 0 Olt O 1 0 gNOIw Ol71 0 N 0 !1 o 0 O a 0 0 111 CAI N W) 9 x I Q R ``Ra1ya� g Ian,$ tq_� 1.� � le $I � NNS I 1 I I cm a a z it, Fill, 0win1 -- i w www o ' I w i f n o w ;Q $ - 9 — a i �$ ; o i in o o R o 0 i $ goo,,2 ^ i s L) N R Iii<�`i yt i 1 IL N - O b b , wN I w AI O O f 1 tL I lV 1 —I N c- 8 N p N — 10 1 O 0 010) t0—( �fy O g f l9 N IV• 1 $ ( N an O` 0 1 eTi l 0 10 N 1 • I k++5 wt 1 coo gooa0O� a �-C �.g = 1 1 1 fN 1 ' t ►L i 1U- �i N — e •I a 0 1 ^ n l n $ 8 iIi •- ; �wp l m (ll Ri — I R, $N I w �i cw gj0 ; F Z $ o 0 0 o N o f' w fob' o aNiaS'j o 0 iSb0 ii' i LI 0 " O R a o a in o; $ ONO1 N 00,10 f o ' •• I:o � 1 dz — 00 0 $ 001, 00 000+ e� goo $ o01Sr N O w to cc coo w t , I I 1 I — 1 i i o in f 1 a i 00000b0all I0 0000 �'ai $ - 000io"int ) I � 1 1 f I ,�1 go 0 0 0 0 0 C, R 000 0 N01 N O f 0 c 1 a l m 1 I b I 1 I c l pZo F rn rn w o� to S2 cwi �U � _ _ LO 0 9L CU)i I3-2 � o � + Z 18 .s $ w F w 0) i t W 9 i ooii Z � 'R 15 Z 0 �j o .� _� LU ==o Q �' � aL° h � 01iO2O8s� N LL I U 1 Z W � < 1a, t1 > � � ��a F ��a F Oc� ffi0 ::F.. N -26D- oO, N N.N N .O O A I I 1 i i � 0,•1: o m e n o o r; 1 •- is>r � i i w i l i w N e; o o n ! <N 1 1 ! ioi l i 1 6 vi O.A N f O N 1 N I go 51 1 g an 1 is 0 Is F r � IN/ 1 ifiz.,x r r II — n " _N a a I in r r 1 I O O O 1 O ev Irl it t 15N o 1 r ^ r o/ cli N . 3225 . O/ O` No 1r �'I a an O O O O 1 M A; it 1 O . �. W I1 . M/ / m r r r 6 oo . � R � oA o ' o : i`n ilii Iii CM U �5 i R'i � � ' n � v� � o i I I1 yi iaiyei o o j ^ Isoi I N i /IN 01 0 0 0 0 $ ^ 0 0 0 N n : I ioi i 1 « ta1 � : � � � oN000000 000 � 0 1 %'iv I yli i i �i N 1 J U Q Z WCO IL OF- co m d SIS ¢ s od � � o xF.: O a. N -26E- 1 p4iC +. co 11 � it o fcv 40 fo 4049 'To; It r II 0 l 02 CL >z t O L1 a w $ CC H LL. 1 I z 0 U cc ? W 2 o "E IU Mi*.` rI oU : d : crCD 111 0 toLL 02 UJ 0 CD 0 CL cn i— z w I 010 U ac 05 ! � m sir U.1 p I W i W E ca =4 U. ffi z Q t ¢ I W W o o D> 4 O -E D` ` a.. t U t i- U U U P z 00 R a. 2 N - W to O -26F- Table V m a: p N O O r V M w N f-- w Co O M M M N O CD OW V W O 1- e} f.- M O O to M r M CD CC) CO Cn N O M r r O CV ZLL M N M r- M M '� CD M �- .- N M M O M w Q r > W � I W LC eT r V M N CA M N !o lL W N J maM � � O CD CA CD N ti LO M Cp N M CD N CA M LO In y M M W W M r V 1` r r N r v CD IV tt r N N M I-- J lJJ N r Q J — F- a M LL H ~ Om = Z � LUC cc IL W M O P. M W V Nr.- VP� O M V M Co N i LL cow CD ID Or OM CO ID ID M7OCDCDNql� O N LU 0 (D NCDIWN V MCD0CDCflNLOO co O O C) 1` O CD O O CA C) O) r CD P-b O f` O CD O r U � > p CUC Q ae CL CO 0) M IT O Iw N LO N CD CA N O ti I,- LO r� O O r- r M of O CD N CD CA CD Cn fti• CA r CD M N N WZ OVCM 't - - I - I stOlDf\ O) O Co m N r O r 0) M O) CA r ^ N M N M CD 1- O IO ` Q fq � p ID N O CO M N O M CD CD CD CO 0) r r -� CD CA O O r N_ r r N CD fA 1� N sY er fA O � W I Cov V � M ID CD �� MNNM M Q O 1\ fA � r iH fA � IO fA fA 69 CD r t- c U = LL f& to (A to fA 40 r M i. -- ¢ LU � U > 01 ; C. M/WBE Program Expenses General Order 156. Section 7.1.3 Total 1992 M/WBE Program expenses were $1.3 million. Below is the breakdown of Pacific Bell's 1992 M/WBE Program Expenses. M/WBE Program Expenses ($000s) A B C D E F G Internal External Central Program Program Clearinghouse Complaints Admin Total 1 Wages $669.1 2 Other Employee Exp. $8.5 3 Program Expenses' $131.7 4 Reporting Expenses $36.0 5 Training $42.8 6 Consultants" $431.1 7 Other. $0.0 8 Total $1319.2 ' Includes Advertising " Includes Clearinghouse Of the amount paid to consultants, $423,800 was paid directly to Cordoba Corporation as Pacific Bell's share of the costs for the operation of the M/WBE Clearinghouse. This amount represents 32% of the total program expenses. —27— M/WBE Program Expense-Macdraw D. Description of Progress Toward Goals General order 156, Section 9.1.4 1. How Pacific Bell Fared In Meeting/Exceeding 1992 Goals Pacific Bell exceeded its internal program goals to utilize 18.0$ M/WBE suppliers in 1992. The breakdown of actual performance versus goals is shown below: 1992 Performance 1992 Goal $ Above Goal MBE 13.8% 13.0% 6% WBE 7.7% 5.0% 54$. Total 21.4% 18.0% 19% 2. Areas of Focus for Continuous Improvement As shown above, Pacific Bell exceeded its goal of 18.0% . by 19%. In addition, Pacific Bell made significant progress in the minority spending area with an increase of 22% over 1991 performance, while maintaining a solid WBE performance. Table VI summarizes 1992 actual performance versus the goals set in each product/service category. Since there is a limitation to its reliability, this information should be viewed as a diagnostic indicator, and not as conclusive in nature. The limitation lies in the current methodology used to capture product/service purchasing data. Each supplier utilized by Pacific Bell, M/WBE or non-M/WBE, is asked to submit a single "primary" product or service category which would best characterize the goods or services their firm supplies. Subsequently, when any purchase is made from the supplier, regardless of the type of product or service, the dollars spent are attributed to that "primary" product/service category. Because many suppliers provide a variety of products and services, many of which are often outside the specific "primary" product/service category, the accuracy of the detailed purchasing information diminishes, along with the ability to draw strict conclusions from the information. -28- Based on our available data, .61% ($1.4 billion) of our total purchases were for telecommunications products and services. The telecommunications area consists of highly technical and very specialized products. and services. Of the $1.4 billion dollar total, 23% ($327 million) was spent with M/WBEs, an 8% Increase over 1991. We feel this represents significant progress since historically, few M/WBEs existed in the telecommunications category. This was due to, among other things, the high start-up costs and embedded proprietary, technical information associated with doing business in this area. We have made considerable progress in introducing M/WBEs into the telecommunications product provisioning stream especially in the areas of cable and outside plant products and services. However, the majority of the telecommunications products can only be purchased from a few prime suppliers having the manufacturing, systems integration, or other technical expertise required. Therefore, in those areas, the subcontracting program and supplier development plans have become critical. The non-telecommunications category accounts for 25% of Pacific Bell's total purchases. M/WBE results in the non-telecommunications category fell short of the goal by 17%. The goal that was established for this category was ambitiously set at a level well above our overall M/WBE goal of 18%. The professional services category accounted for 14% of Pacific Bell's 1992 total purchases. Expenditures in this category increased by 8% year-over-year and the M/WBE performance as a percent of total purchases also increased by 11.5%. The pie chart on page 29B displays the proportional spending within product and services areas for M/WBE purchases as well as total purchases. -29- Table VI of Z LL ( O t0��,co9%c! cc! iq O�Ceqc0• q N NtA•ONMCiQgCDO tfl, L) M ti 4C;V—) O rt)torrOP O. Chrr000rrPtt N 1¢a IL 1 I t . I 1 � p Ptw:gcci a tgo•ogt•�N.(Q CR ou'e;NCRO tggtq o (� I O) a;toc7rr r �OOCY90It7 � tOMqtC9cr�QfTCOV to W I U I z I Q 1 cr Noe 1 * ***** ae�e�e� *** * ` **-.*. aeo ae,e O¢ �W i 0 0 0 0 0 0 0 0 0 0 0 V MCh�;NO r tDOrttOON t tAOt%tDNtoOtotn f` '��U I cd 4 rz cd ci6 cocov r.. Lo t• CVc') t)0rt wco co t` C14 go w Q i CL 1 1 Z ¢ zwZI�L I N 0wwU),c00• d tLo0))) In0ccoU)• tao• N �ttoin•'tMQ)• 'tccoN Go Q UQG j r c0u)mOcO et tOtoNhO � O O u) u) WOf`OtttO (6 O U ¢a. t INIr 1 1 1 1 1 I I 1111 ' I 11 z a Q i co I J 1 Q ONi W Q oe o off°0 0 3° 0 0 0�°3e o o�° de o 0 0 0 0p°oe o 0 0 O O)mp et N f�t� 0 0f aD r c0 to N O w r O cO N O W 0 0 O W N O Q r�Q of CMOr--- 4 4 acdci ou) CVN r Ot0CVad4Pm �m M } I r r N N r r N N r r r r N r r r ¢ I O 1 0 I ae ae ae ae ae ae ae;e ;e ae ae 0e*0*;e;e N ,e VC)w c0 Nu)C7) toto v 0f-tq ) C?c0 N toNtA � Or ^ Ncn O rml— i ��N�N O CNCma cot, A P 0cof,cm w 0 v r 0 �a I > I i CO U t M I 0 I CO O O cc a. I Z ip m — pmm r 1 E t` z rn ao�iSt ¢ m 1 U a? mm am ovu OUl co m J Ta ZC c mUcv� i I D m «. U Z c o o c/ z N ` Q I - m m Co 0 �C0 S•cctmo OP °) I � m CL a 1 0, .5 0900.5 •c. W r — V m z a, c m �' m e —Z C mY m Q ti 1 ca• E2 � c� c t O to as eta rn> Q I m m 0 3 O vo = o ¢ m c m m U 1 UUv�UO z WL UF-.� a 3:LL a 15 c7 N N O U CO CL U D CL -29A- PACIFIC BELL 1992 TOTAL SPENDING WITHIN MAJOR PRODUCT/SERVICE AREAS Non Telecommunications 25% Professional Services U% Telecommunications 61% PACIFIC BELL 1992 M/WBE SPENDING WITHIN MAJOR PRODUCT/SERVICE AREAS Non-Telecommunications 25% Professional Services 9% Telecommunications 66% Mcncn —29B— E. Summary Of Subcontracting Utilization General Order 156, Section 9.1.5 1. M/WBE Subcontracting Results Through the company's M/WBE subcontracting program, Pacific Bell indirectly purchased 21:81% ($65.2 million) of its total purchases from M/WBEs. The number of prime suppliers participating in the program increased from 404 at the beginning-of the. year to a total of 466 by year end. 2. Description Of M/WBE and DVBE Subcontracting Program Progress Prime suppliers are instituting M/WBE programs within their companies and demonstrating good-faith efforts to utilize M/WBEs in their day-to-day purchasing activities. During discussions regarding M/WBE subcontracting requirements, Pacific Bell encouraged prime suppliers to supplement those activities with other efforts to promote and utilize M/WBEs (e.g. , establishing M/WBE value-added resellers or distributorships) . Pacific Bell included the disabled veteran business enterprise utilization requirements in a major network modernization project. The prime suppliers participating in this large volume, highly visible project are expected to commit to very aggressive M/WBE and DVBE utilization goals. -30- F. Supplier Complaints General Order 156, Section 9.1.6 Pacific Bell has instituted a "Total Quality Management" process (TQM) in its overall businesses processes. Management of the M/WBE-DVBE supplier. complaint process is an area which lends itself to qualiti improvement initiatives. Pacific Bell's supplier complaint process now includes a method in which we analyze the concerns raised by our M/WBE-DVBE suppliers to determine if existing business practices and/or procedures are contributing to these issues. We then work with the specific organizations to solve the "root cause" of the supplier's concerns. Our goal in using the TQM process is to reduce the number of supplier complaints, but more importantly, we are focused on developing process improvements to ensure that our business practices more effectively meet the needs of Pacific Bell and our suppliers. Throughout the year, we received 10 supplier complaints. The following is a summary of the complaints and their resolutions: 1. Four suppliers were referred to the M/WBE-DVBE Operations staff with concerns about Pacific Bell's new method for procuring temporary services in the information services area. The suppliers felt that the change resulted in the loss of contracts for many existing suppliers. Representatives from Pacific Bell met one-on-one with these suppliers to provide the business rationale for the change. While ultimately, some suppliers did lose contracts, they were provided the opportunity to complete projects that were already in progress. 2. An outside plant construction supplier complained that the termination of his contract with Pacific Bell was racially based. Representatives of Pacific Bell held several meetings with the supplier to review performance and quality defects which led to the termination of the contract. Mutually agreed upon action plans were developed to improve the supplier's service levels on the projects that were already. in progress. The plans were not successfully implemented and ultimately, the contract was terminated. However, if the supplier can demonstrate improved service quality they may have the opportunity to bid on future projects. -31- 3. A minority-owned coin telephone service provider wrote a letter expressing concern about not being allowed to participate as a subcontractor to Pacific Bell on a State of California project. The supplier felt that this could affect future bid opportunities. Pacific Bell wrote to the supplier explaining why it had not been selected for this particular job. The company was assured that this decision would not adversely affect future business opportunities with Pacific Bell. 4. The M/WBE-DVBE Operations staff received a call from Assemblywoman Gwen Moore's office regarding a complaint from a minority-owned computer systems supplier. The supplier believed they were not able to secure a contract with Pacific Bell because they were not verified by the CPUC Clearinghouse. Pacific Bell responded directly to the supplier stating that we encourage all of our M/WBE suppliers to comply with the verification process. However, Pacific Bell does not have a policy of doing business only with verified M/WBEs. Instead, suppliers are evaluated based on best overall value criteria. 5. A computer hardware reseller wrote a letter concerning Pacific Bell's competitive bid process. Representatives from Pacific Bell met with the supplier to explain the internal practices and procedures for procuring computer hardware. The supplier currently has a contract with Pacific Bell. 6. A minority-owned .direct mail service subcontractor wrote a letter complaining about the timeliness of the prime supplier's payments. The MBE supplier requested the assistance of the M/WBE-DVBE staff to improve the payment schedule between the prime and the subcontractor. Pacific Bell agreed to address the MBE's concerns with the prime supplier. As a result, the prime supplier agreed to improve the timeliness of their payments to the subcontractor. 7. A woman-owned fleet maintenance supplier wrote a letter stating that she was experiencing difficulties with Pacific Bell's contracting processes that were affecting her ability to compete for our business. Representatives from Pacific Bell met with the supplier to discuss these issues. It was determined that additional investigation was required which did not allow for closure of this complaint in 1992. The supplier agreed to provide additional information to assist in the evaluation of the issues being raised. -32- G. Exclusions General Order 156, Section 9.1.7 Pacific Bell excluded the following payments from its purchasing base for the purpose of calculating 1992 results: M 1.- Payments to other utilities. This category of exclusions includes payments to AT&T and other interexchange carriers for-InterLATA services. Payments to AT&T for telecommunications products are included in Pacific Bell's purchasing base. 2. Payments to government agencies, for example, franchise tax fees. 3. Payments to affiliates. Pacific Bell encourages all of the Pacific Telesis affiliates to establish a subcontracting program. For purposes of this report, Pacific Bell chose not to exclude product/service categories where no M/WBE firms were available or where sole-source procurement was the only available procurement method. Pacific Bell believes that comparative analysis of utilities' M/WBE purchasing results can only be fairly done on a "without exclusions" basis. -33- H. Recruitment of M/WBEs and DVBEs in Areas of Low Utilization General Order 156, Section 9.1.8 Pacific Bell did not exclude any product/service category from its purchasing base other than payments to other utilities, franchise taxes, and payments to affiliates. 1. Programs Implemented To Help Increase M/WBE and DVBE Utilization Pacific Bell undertook a variety of special efforts to increase its utilization of M/WBEs and DVBEs. For example: a. Supplier Resource Team Outreach A tracking mechanism was developed for measuring the successes of M/WBEs that the Resource Team identified for specific contract opportunities. The Resource Team tracked the top 100 MBE suppliers to ensure increased utilization. This strategy of close monitoring and scrutinization accounted for $290 million in awards to M/WBEs. A member of the Resource Team also led the Advisory Steering Team (AST) which is an oversight group for the Procurement group's effort to target specific market opportunities for prospective suppliers. In 1992, the AST approved 5 proposals valued at $31 million. Significant activity was generated for M/WBEs in the information services arena, specifically in the mainframe, software and PC applications. A Value Added Reseller relationship was also established with a minority supplier and one of Pacific Bell's prime suppliers. This relationship will have multi-year impacts on the purchasing of transmission equipment. b. Subcontracting Pacific Bell's M/WBE-DVBE Operations District staff continued to meet with officers, or their designees, in the high-technology companies with which Pacific Bell does business, to ensure their understanding of the subcontracting program and to obtain their commitment to utilize M/WBEs and DVBEs. Pacific Bell held a meeting with one of its major prime suppliers of switching and central office equipment to inform them of the DVBE requirement and gain their commitment to participate in a DVBE subcontracting program. -34- c. California Minority Counsel Program Pacific Bell's Legal Department is a founding participant in this program. The purpose of the program is to increase opportunities for minority lawyers in the assignment of corlorate legal work. . As a participant, the Legal Department has committed to: (1) Establish ongoing business relationships with minority-owned law firms other than those the Company currently employs as outside counsel. (2) Encourage all, law firms providing outside counsel services to Pacific Bell to: (a) Increase the recruitment, hiring, retention, and advancement to partnership of minorities within the firm; (b) Assign minority lawyers within the firm to handle Pacific Bell matters; and (c) Expand existing and establish new joint ventures or other formal associations with minority-owned law firms on Pacific Bell legal matters calling for this type of relationship. (3) Attempt to make a periodic assessment of the performance of outside counsel in utilizing minority lawyers. -35- d. Minority Financial Institution Program (MFIP) Pacific Bell pursues business relationships with minority and women-owned financial institutions through its Minority Financial Institution Program. Financial institutions include banks, savings .and loans, thrifts and cAedit unions. Such business relationships may encompass borrowing, deposit processing and investments to the extent minority financial institutions can provide the required services at competitive prices. Where we stand: o Pacific Bell has placed Time Certificates of Deposit (TCDs) in the amount of $90 thousand, each with 22 ethnic minority-owned financial institutions in California. o Pacific Bell has borrowed in excess of $12 million from ethnic minority-owned banks in California. o A total of 25 Pacific Bell Public Offices,out of 48 statewide, now deposit with ethnic minority-owned banks. This represents over $800 million in funds deposited annually. -36- I. Justification of Excluded Areas General Order 156, Section 9.1.9 Pacific Bell did not exclude any product/service categories from its purchasing base, other than payments to other utilities, government agencie., and affiliates, all of which are permissible exclusions under General Order 156 (see page 33) . Pacific Bell recommends that comparative analysis of utilities' M/WBE purchasing results only be done on a "without exclusions"basis. -37- III. INTRODUCTION As a result of a two year external review of Pacific Bell's M/WBE purchasing program, Pacific Bell has adopted a mission statement that we believe advances our program into the next generation. The mission of Pacific Bell's 1993 M/WBE-DVBE program is as follows: Pacific Bell will promote, increase and improve the quality of the overall participation of minority, women and disabled veteran-owned business enterprises in our purchasing and contractual business. Pacific Bell's economic success, in an increasingly competitive marketplace, is tied to its ability to meet the telecommunications needs of California's diverse customer base. Providing opportunities for minority, women and disabled veteran-owned businesses makes good business sense and contributes to a robust California economy. Pacific Bell is focusing on the development of mutually beneficial, long-term relationships with our suppliers. -38- IV. ANNUAL PLAN FOR 1993 General Order 156, Section 10 A. Goals General Order 156, Section 10.1.1 1. Short-Term, Mid-Term And Long-Term doals Set By Malor Product/Service Category Table VII contains Pacific Bell's five-year goals and 1992 results by major product/service categories. The goals have been established with the intent to increase our business placement with women and minority firms where there is current under-utilization. In those categories where our 1992 performance exceeds the 1993 goals of 5.0% non-minority women business or 15.0% minority business, our 1992 goals will remain the same. We intend to sustain the progress we have already made. . In addition, we recognize the need to exceed our goals for some products and services, if we are to reach our company-wide goals. 2. Overall Program Goals The following are Pacific Bell's minimum overall program goals for 1993, 1995, and 1997: . Short-Term Mid-Term Long-Term 1993 1995 1997 MBE 15.0% 15.0% 15.0% MBE Male 11.2% 11.2% 11.2% MBE Female 3.8% 3.8% 3.8% WBE 5.0% 5.0$ 5.0% Total 20.0% 20.0% 20.0% Pacific Bell has established these goals, in accordance with General Order 156, as minimum levels of. participation. Pacific Bell is committed to the M/WBE program, therefore, Pacific Bell will make every effort to meet or exceed these goals. Pacific Bell faces a challenge in meeting the 1993 MBE goal of 15%. A key component of this challenge is the fact that Pacific Bell spends a great deal of its procurement dollars on sophisticated telecommunications products; a category where there are a very limited number of qualified M/WBE suppliers. Pacific Bell does not expect any problem in meeting or exceeding the WBE goal of 5% in 1993. -39- 3. DVBE Program Goal General Order 156 does not mandate a numeric DVBE goal for the utilities. However, each utility is required to establish an annual goal of increasing DVBE procurement. In 1997 numericaj goals will become effective. -40- Table VIZ to �3Qvto nnuiuin n nnnuinnn. n nnuiuinnnnui to W � 4 444444444 4. `iM ui uinnuin n in tinniinn n uinnuinnnnui to v� w < b 444444444 4 co n nnnnn In nnnnnWriui in nuiuinuinuinn in O 0 W H vt wt V am m 4 � OJNO r � OiO -irP. M f.; � NOlcglAuf Id ui A 3 r N r a¢ WUJ a n n n n ui ui n n ui n n n n n In ui ui in in ui n n n u) n O 0 cr O �. EMS m lennlnn n uinnnwww n nnnnwnnnn n m - 2 C9 J Q o J O WQO Cn nnnuin ui nnnnnnn ui nnnnnnnnn n c Q ZR LU r W vt J AWm Nm0nYf We Of• CY0 0 N nNn 'Z- r � P In O aN � N ^ NNOrui A 93 arAC4 Rif r vi LU r U d N Egli N �pp � � IaN�{ E- 10- 0 — Q N vb < Q� R NO In O CC 10 l7 U n W a U p E L v � o � co -<jQ O 8 J tll OD a5 X 0 5 RE 05 "a m .Ise � S g :DQ HISS 21 32Z 75 � L � _ _ co 9 cm 9 fig co a U R -40A- B. Description of Program Activities Planned for 1993 General Order 156, Section 10.1.2 Throughout 1993, Pacific Bell will be implementing strategic internal and external improvement plans in support of the following key corporate,,strategies: o empowering the Business Units to increase their expenditures with M/WBE and DVBE suppliers. o institutionalizing Subcontracting with the Business Units as a strategic tool for increasing the utilization of minority, women and disabled veteran-owned businesses o finding qualified minority, women and disabled veteran-owned business enterprises through targeted outreach o assisting the minority, women and disabled veteran-owned businesses in understanding and evaluating their own business needs and capability to do business with Pacific Bell o enhancing the ability of, established minority, women and disabled veteran business enterprises to grow and successfully pursue specific business opportunities o providing clear and consistent internal and external communications about the procurement process o continuously improving the overall procurement process to meet Pacific Bell's needs and to enhance minority, women and disabled veteran-owned business opportunities o systematically utilizing the Total Quality Management process to identify and prioritize business processes which have dysfunctional impacts on small businesses o initiating joint quality improvement efforts that allow the minority, women and disabled veteran-owned business enterprises to improve their business processes o encouraging our prime suppliers to increase the participation of minority, women and disabled veteran-owned business enterprises. -41- 1. Internal Program Activities a. Employee Education The 1993 Employee Education Program will focus on assisting Pacific Bell's regional and statewide business units to further develoV their M/WBE and DVBE programs. The M/WBE-DVBE staff will also continue to communicate Pacific Bell's program guidelines, standards and procedures to enable the business units to adhere to established procurement standards. Full implementation of these guidelines will serve to ensure the consistent quality of M/WBE results and establish DVBE results across business unit boundaries. b. Publications The M/WBE-DVBE Operations District staff will continue to publish articles about our program in . Connections, the company newspaper, which is distributed to all employees throughout Pacific Bell. c. Employee Recognition The M/WBE-DVBE Operations will continue its informal recognition program by issuing certificates of appreciation to employees who contribute to the success of the M/WBE and DVBE program. The Tenth Annual M/WBE Recognition Awards Presentation will be held on March 2, 1993. Awards will be presented to those employees who used innovative approaches to increase opportunities for M/WBE suppliers throughout the company. In addition to presenting awards for increased M/WBE results, 15 special recognition awards will be presented to individual employees or teams nominated by their peers and selected by an Award Review Committee. Award winners are selected, based on the tangible results achieved and how well they were able to advance the spirit and intent of Pacific Bell's M/WBE program. d. Vice President Coordinator Meetings The M/WBE-DVBE Operations District staff will continue to sponsor V.P. Coordinator Training Sessions in the individual business units. In addition, meetings will be held to discuss the revision of the current M/WBE Coordinator Reference Guide to incorporate DVBEs into the program and to share successful approaches in developing opportunities for M/WBEs and DVBEs. There will be two V.P. Coordinator meetings scheduled in 1993. -42- e. Coverage of Results With Officers The M/WBE-DVBE Operations District staff will continue to share M/WBE and DVBE results with all officers on a regular basis. In addition, officers will continue to meet op a periodic basis to review M/WBE and DVVBE performance results and provide direction for the program. f. Disabled Veteran Business Advisory Council Throughout 1993, the DVBE Advisory Council will meet quarterly to review, monitor and update the established goals and objectives to ensure they reflect current demands. Every effort will be made to develop reasonable and attainable goals based on the availability of qualified DVBEs and Pacific Bell's contracting and purchasing needs. In concert with our M/WBE strategy, Pacific Bell will assess and implement, when appropriate, developmental opportunities that could increase the DVBE's ability to competitively participate in Pacific Bell's procurement process. g. CPUC Clearinghouse As the Clearinghouse verifies the M/WBE status of suppliers, Pacific Bell will continue to incorporate the Clearinghouse vendor database into its process for seeking and utilizing M/WBE suppliers.. The Clearinghouse's verification of suppliers will be a key element in Pacific Bell's ongoing efforts to ensure that only bonafide M/WBEs are utilized. h. OSMB Certification In order for a disabled veteran business to be included in the Disabled Veteran Business Enterprise program, it must be certified by the California State Office of Small and Minority Business (OSMB) . The OSMB certifies that a disabled veteran business is owned and operated by a veteran of the United States military, naval or air service with a service connected disability. On a monthly basis, Pacific Bell will call upon the OSMB to obtain a current listing of certified Disabled Veteran Business Enterprises. The M/WBE-DVBE staff will incorporate the newly certified DVBEs into the Pacific Bell database and distribute it internally to the key employees responsible for procurement in the company. -43- i. Supplier Resource Team The Supplier Resource Team, a group of four managers in the Contracting and Supplier Management group, represent all of the company's centralized contracting disciplipes. These Resource Managers work with Contract Administrators and Supplier Managers to identify, track and match M/WBE and DVBE suppliers to specific contracting opportunities. With product knowledge and opportunity information in hand, Resource Managers will.first work to create and develop long term partnerships with those M/WBE and DVBE suppliers that currently provide products and services to- Pacific Bell. This will be done as a way to grow Pacific Bell's purchasing with M/WBE and DVBE suppliers. Second, the Resource Team's external focus will be to identify qualified suppliers for contract opportunities in the product and service categories where Pacific Bell's results are not meeting its goals.' -44- 2. External Program Activities a. Meetings, Conferences and Trade Fairs In 1993, Pacific Bell will continue to work with key organizations to identify M/1 .JBE and DVBE suppliers who provide products and services in areas of low utilization. b. Memberships Pacific Bell's M/WBE Supplier Resource Team and employees from the Real Estate Management group will represent Pacific Bell in many of the regional purchasing councils and organizations throughout California. Pacific Bell's External Affairs Department will continue to maintain liaisons. with several organizations through Area Managers and its Key Contact Manager (RCM) program. The KCM program recruits Pacific Bell managers to serve as representatives to local community organizations. c. Asian Community Meetings/HACR/NAACP/Diversity Task Force 1. Asian Community Meetings Annual meetings are planned, one each in northern and southern California. We will meet with the Asian members of the Diversity Task Force as well as Asian community leaders who have a stake in M/WBE issues. In these meetings Pacific Bell will review purchasing results and request that the stakeholders advise us on future strategies. 2. HACR The extension of the HACR economic development agreement reaffirms the commitment of Pacific Bell and representatives from the HACR organization to continue to work cooperatively to improve understanding and strengthen relationships between the Company, HACR and the California Hispanic community. In 1993, this effort is expected to continue to result in measurable benefit for Pacific Bell and the California Hispanic community in all of the areas identified in the agreement. -45- 3. NAACP The NAACP maintains well over 50 economic development agreements of mutual cooperation with major corporations throughout the nation. Pacific Bell, in cog peration with the NAACP, will continue to respond to the needs of this community. 4. Diversity Task Force In 1993, Pacific Bell will be implementing an action plan that addresses the recommendations put forth in the Diversity Task Force's final report. While progress reports will be issued to the M/WBE subcommittee members on a quarterly basis, a formal interactive meeting with the subcommittee is scheduled for June, 1993. d. General Order 156 Advisory Board California Public Utilities Commission Decision 92-06-030 ordered that the Commission staff consult with a General Order 156 Advisory Board to seek advice on matters relating to the General Order. Pacific Bell will participate, on a voluntary basis, along with the attending utilities and designated representatives from the M/WBE and DVBE communities. e. Advertising In 1993, Pacific Bell will develop a new advertisement for placement in industry trade and other publications. The advertisement will list the purchasing categories offering the greatest opportunity for success in 1993. The Toll-Free Supplier Referral telephone number will be included in the advertisement so the potential supplier(s) are able to reach the appropriate supplier manager to learn more about specific purchasing opportunities. f. Orientation Pacific Bell plans to conduct a series of informal workshops describing, in detail, the attributes of the products and services it purchases. The workshop will also introduce M/WBE and DVBE suppliers to the appropriate purchasing employees and will acquaint them with Pacific Bell's purchasing standards and requirements. -46- g. Development Pacific Bell will continue to identify factors which are critical to' the .successful growth of M/WBEs and DVBEs and assess the feasibility of providing appropriate skills tra}ning or other assistance. The backbone of ouiJ strategy will be teaming with Business Development Centers throughout the state to conduct seminars comparable to the financial strategies seminar held in 1992. . The business units and corporate support groups will be involved in the orchestration of these seminars. h. Loan Fund Pacific Bell recognizes the need to improve M/WBE and DVBE's access to capital and is committed to seek innovative ways to remove this barrier to increased participation in 1993. Included in this effort will be an assessment of the effectiveness of the Business Consortium Fund for Pacific Bell's suppliers. In addition, other working capital alternatives will be investigated to assist Pacific Bell's M/WBE and DVBE suppliers. -47- C. Plans for Recruiting M/WBEs and DVBEs Where Utilization Is Low General Order 156, Section 10.1.3 In 1993, Pacific Bell. will continue' to strengthen its M/WBE and establish its DVBE performance by focusing on underutilized areas. Specifically, Pacific Bell will utilize the Supplier Resource Team to identify contract opportunities companywide and match them to potential suppliers. Pacific Bell will place increased emphasis on both subcontracting and the development of collaborative business arrangements between Pacific. Bell, M/WBE or DVBE suppliers and non-M/WBE suppliers. These arrangements will require careful planning and may involve some degree of technical assistance extended to the M/WBE and DVBE suppliers. -48- D. Plans For Recruiting M/WBE and DVBE Suppliers In Excluded Areas General Order 156, Section 10..1.4 Pacific Bell does not exclude any product/service category from its purchasing base, other than payments to other utilities, government agencieb, and affiliates, all of which are permissible exclusions under General Order 156. -49- E. Subcontracting Plans General Order 156, Section 10.1.5 In 1993, Pacific Bell plans to undertake the following activities to actively encourage prime suppliers to increase utilization of M/WBEs and DVB;s: I. Target specific prime suppliers to assure they increase their subcontracting performance. 2. Monitor actual performance against contract goals to assure compliance. 3. Provide quarterly reports to officers on subcontracting results and obtain their assistance, when necessary, to improve the prime suppliers' subcontracting performance. 4. Continue expanding the network of internal M/WBE and DVBE subject matter experts to communicate to employees and prime suppliers the value that M/WBE subcontracting contributes to the achievement of Pacific Bell's M/WBE goals. 5. Publish articles internally and externally about successful M/WBE and DVBE subcontracting situations. 6. Continue working with prime suppliers to help assure that each subcontractor's M/WBE or. DVBE status is verified through the .Clearinghouse or the OSMB.. 7. Share the names of the prime suppliers participating in Pacific Bell's Subcontracting program with M/WBEs and DVBEs to increase their marketing opportunities. S. Share the names of M/WBEs and DVBEs listed in Pacific Bell's supplier database with the prime contractors to expand the prime's source pool of available M/WBE and DVBE suppliers. 9. Continue working with the Regional Bell Operating Companies (RBOCs) to encourage the development of subcontracting programs with the major prime suppliers the RBOCs and Pacific Bell have in common. 10. Implement a communication plan designed to inform the prime supplier community of Pacific Bell's commitment to the DVBE program and in turn obtain a commitment from the primes to include DVBE suppliers in their subcontracting plans. -50- CERTIFICATE OF SERVICE I, Alex Kositsy, certify that the following: is true and correct: ` I am a citizen of the United States, State of California, am over eighteen years of age, and am not a party to the within cause. My business address is 140 New Montgomery Street, San Francisco, California 94105 On March 1, 1993, I served the attached M/WBE-DVBE Annual Report to all respondents in 011. 90-02-044 by placing true copies thereof in envelopes addressed to the respondents as follows: Jack A. Socha, Esq. Charles Lewis, Esq. SOUTHWEST GAS CORPORATION PACIFIC GAS & ELECTRIC CO. 5241 Spring Mountain Rd. 77 Beale Street Las Vegas, NV 89102 San Francisco, CA 94106 Michael E. Hurst, Esq. Elaine Lustig, Esq. AT&T COMMUNICATIONS OF GTE CALIFORNIA INCORPORATED CALIFORNIA, INC. One GTE Place, RC 3300 795 Folsom St. , Rm 670 Thousand Oaks, CA 91362-3811 San Francisco, CA 94107 Robert L. Gnaizda Robert J. Gloistein, Esq. PUBLIC ADVOCATES INC. ORRICK, HERRINGTON & SUTCLIFFE 1535 Mission Street Old Federal Reserve Bank Building San Francisco, CA 94103 400 Sansome Street San Francisco, CA 94111 Gene E. Rodriguez, Esq. Ann Pongracz, Esq. SOUTHERN CALIFORNIA EDISON CO. US SPRINT COMMUNICATIONS COMPANY 2244- Walnut Grove, Rm. 320 LIMITED PARTNERSHIP Rosemead, CA 91770 1850 Gateway Drive,. 7th Floor San Mateo, CA 94404-2467 Vicki L. Thompson, Esq. David L. Huard/Judith L. Young SAN DIEGO GAS & ELECTRIC CO. Attorneys at Law. 110 West "A" St. , 9th Flr. SOUTHERN CALIFORNIA GAS COMPANY San Diego, CA 92101 633 W. Fifth Street, Suite 5400 Los Angeles, CA 90071-2006 E. Garth Black, Esq. Charles Turner Attorney for ROSEVILLE Representative for TELEPHONE COMPANY Alltel-CP NATIONAL CORPORATION COOPER, WHITE• & COOPER 2121 N. California Blvd. 201 California St. , 15th Flr. Suite 400 San Francisco, CA 94111 Walnut Creek, CA 94596 -2- Joan N. Kerr, Esq. Mark Brown, Esq. PACIFIC BELL MCI TELECOMMTUNICATIONS CORPORATION , 2600 Camino Ramon 201 Spear Street, 9th Floor Room 2W856 San Francisco, CA 94105 San Ramon, CA 94583 R. Gerald Metz, Jr. David M. Norris, Esq. President SIERRA PACIFIC POWER COMPANY SDV/AMERICA CONSULTING P.O. Boa 10100 & COMMODITIES Reno, NV 89520 P.O. Boz 1127 San Ramon, CA 94583 ALJ Robert L. Ramsey Philip Bremond CALIFORNIA PUBLIC UTILITIES CALIFORNIA PUBLIC UTILITIES COMMISSION COMMISSION 505 Van Ness, Rm 5042 505 Van Ness, Rm 5-F San Francisco, CA 94102 San Francisco, CA 94102 Ellen Deutsch James C. Paine Attorney for Attorney for PACIFIC POWER CITIZENS UTILITIES COMPANY & LIGHT COMPANY OF CALIFORNIA STOEL RIVES BOLEY JONES & GREY P.O. Boa 496020 900 SW Fifth, Suite 2300 Redding, CA 96049-6020 Portland, OR 97204-1268 John Lopez President ASSOCIATION OF SERVICE DISABLED VETERANS P.O. Box 2312 Stanford, CA 94305 Which envelopes, with postage thereon fully prepaid, I then sealed and deposited in a mailbox regularly maintained by the United States Government in the City and County of San Francisco, State of California. Executed this 1st day of March, 1993, at San Francisco, California. PACIFIC BELL 140 New Montgomery Street San Francisco, ' CA 94105 By: ✓ "�-L Alex KositskA