Contract - Long Form 

Attachment 1 - Specific Conditions 

Exhibit A- Contract Work Authorization Supplemental Terms 

INTRODUCTION 

1.0 A Contract Work Authorization ("CWA") is for Services as requested by Pacific Gas and 

Electric Company ("PG&E). A CWA describes work to be performed by Consultant. Additional 

services shall be provided only as authorized by in a separate Change Order signed by 

authorized representatives of PG&E and Consultant. 

2.0 DEFINITIONS. The definitions in the Supplemental Specific Conditions and the General 

Conditions, Section 1.0, "Definitions," are supplemented with the terms defined below: 

2.1 Change Order. A Change Order is a written order to the Consultant signed by PG&E and 

Consultant, issued after the execution of the Contract, authorizing a change in the work and 

which may authorize an adjustment in the Contract fees or the Time(s) of Completion. As used in 

this Contract, the term "Change Order" includes a directive signed by PG&E and Consultant as to 

which agreement has been reached with the Consultant regarding any adjustment in the Contract 

fees or Time(s) of Completion. 

2.2 "PG&E Authorized Representative": The Pacific Gas and Electric Company employee 

authorized to sign a Contract Work Authorization. 

2.3 Project Budget. The Project Budget is the detailed, line item budget for the estimated 

Project Costs. A Sample Project Budget is attached hereto as Exhibit B1 to this Contract. The 

Project Budget shall be revised and updated, subject to approval by PG&E, as provided in this 

Contract. 

2.4 Project Contingency. The Project Contingency is a reserve for contingencies established 

in the Project Budget, if applicable. Amounts shall be charged or credited to the Project 

Contingency, as reasonably determined by PG&E: 

2.4.1 Costs incurred in excess of amounts provided on any other line item in the Project 

Budget, including unforeseen costs for which provision was not made in the Project Budget, shall 

be charged to the Project Contingency; 

2.4.2 Costs attributable to any Change Orders, excluding only substantial changes in the scope 

of the Project which are initiated by PG&E, shall be charged or credited to the Project 

Contingency. 

2.4.3 On the Final Completion Date, any budgeted amounts in excess of costs actually 

incurred shall be credited to the Project Contingency. 

2.5 Project Costs. Project Costs are the fees and expenses charged by Consultant in 

carrying out the Project. Such costs shall be separately accounted for, and shall be charged 

against the Project Budget. Project Costs shall include Consultant's fees and expenses. 

2.6 Project Schedule. The Project Schedule is a complete written schedule indicating the 

sequence and duration of various activities. The Project Schedule shall establish dates by which 

any information is to be provided or tasks are to be accomplished by Consultant.. The Project 

Schedule should identify key dependencies, including any major PG&E milestone, activities or 

accomplishments required to complete Consultant's task. A Sample Project Schedule is attached 

hereto as Exhibit B2. The Project Schedule shall be revised and updated, subject to approval by 

PG&E. The Project Schedule is for the administrative and management convenience of PG&E 

Case: 19-30088 Doc# 1792-3 Filed: 05/01/19 Entered: 05/01/19 17:47:02 Page 1

of 10
Contract - Long Form 

Attachment 1 - Specific Conditions 

and Project Manager and may not be relied upon by any Consultant in any way to establish any 

claims whatsoever, including claims for disruption or delay. 

3.0 SCOPE OF WORK AND DELIVERABLES 

3.1 Services Provided Under a CWA. Consultant shall provide Management Consulting 

Services for the Project described in a CWA. 

3.2 Description of Work and Deliverables. Statement Of Work [Exhibit B] describes the work 

to be performed by Consultants. A clear detailed Statement of Work is to be provided by the 

Consultant and approved by PG&E and made part of the CWA. 

4.0 WORK LOCATION. 

Services may be performed at Consultant's place of business and in various locations throughout 

the Pacific Gas and Electric Company service territory, as required for successful completion of 

the work described in Section 3. 

5.0 FEES AND EXPENSES 

5.1 PG&E requests fixed fee, deliverable or milestone based quotations (collectively "Lump 

Sum Engagements"), supported by the Consultant delivery team's hours, rates, fees and 

expenses planned to complete the proposed work. An eight (8) hour day will be assumed for 

negotiation of all such fixed fee work, but fixed fee (lump sum) invoices will not provide detailed 

hourly breakdown. All travel and project related expenses will be billed at cost unless otherwise 

authorized by PG&E. Professional resources, fees and expenses shall be provided according to a 

planned timeline and utilization schedule as illustrated in Exhibit B1. Professional rates and 

budgeted fees shall not exceed those authorized in the Contract and shall clearly demonstrate all 

applicable adjustments (i.e. discounts, etc.). Amounts billed for Services performed by 

subcontractors shall be considered fees and not expenses and will be billed at applicable rates or 

the lump sum provided in the CWA. 

5.1.2 Reimbursable Expenses 

Unless provided otherwise in a CWA, Consultant shall, in accordance with the provisions set forth 

herein, be entitled to monthly reimbursements for travel related and other approved expenses 

reasonably and properly incurred by Consultant in connection with Consultant's performance of 

the Services. Consultant shall maintain copies of all receipts. Expenses will be billed at 

Consultant's actual cost and may not include any increase, mark up, burden or uplift. In no event 

shall PG&E be obligated to reimburse for any Expenses incurred in excess of the budgeted 

expense amount specified in the relevant CWA. Consultant may roll forward unbilled expenses 

until the final invoice for each Contract Work Authorization is paid. All pass-through reimbursable 

expenses will not be subject to early payment discounts or any other discounts or rebates. Any 

exception to these terms must be justified and approved in writing by PG&E. Reference section 

6.2.4 of the General Conditions. 

5.1.3 Expense Cap 

Expenses will be capped at ten percent (10%) of the total Services fees for the applicable CWA 

unless otherwise approved in writing by PG&E. Other than mileage for travel to a PG&E facility, 

Expenses will be billed for out-of-town consultants only unless otherwise approved in writing by 

PG&E in the applicable CWA. Other than mileage for travel to a PG&E facility, no Expenses will 

be billed for in-town consultants unless otherwise approved in writing by PG&E in the applicable 

CWA. An "In-Town" consultant is defined as any resource that is based out of a Consultant office 

that is within sixty-five (65) miles of the PG&E facility where the Services are to be performed. 

Case: 19-30088 Doc# 1792-3 Filed: 05/01/19 Entered: 05/01/19 17:47:02 Page 2

of 10
Contract - Long Form 

Attachment 1 - Specific Conditions 

Whether out-of-town or In-Town, PG&E will not be charged for a Consultant's travel time. 

Consultant must adhere to IRS regulation standards for mileage reimbursement, including nonreimbursement of standard commute miles and mileage rates. 

5.1.4 Meals 

Reimbursement for meal expenses will be limited to out-of town consultants only. Consultants will 

be reimbursed for actual documented meal expenses up to a maximum of fifty dollars ($50.00) 

per day including tax and tip. This is not a per diem. Consultants will not be reimbursed for 

alcoholic beverages. Any exception to these terms must be justified and approved in writing by 

PG&E. See section 6.2.4 of the General Terms and Conditions 

5.1.5 Travel 

Domestic air travel will be by means other than first or business class. Consultants shall make 

flight selections based on the lowest available airfare and may not make a selection based on 

personnel preference, e.g. airline, type of aircraft, seating preference or frequent flyer program. 

5.1.6 Hotel 

A maximum of $200 per night shall be reimbursable in all locations except the city of San 

Francisco, CA, where a maximum of $250 per night is allowed. 

5.2 Consultants invoices shall be submitted to the PG&E Work Supervisor at the address 

listed on the CWA. 

6.0 NOTIFICATION Consultant shall immediately notify PG&E regarding any problems 

which may significantly affect performance of Services by immediately notifying PG&E's Work 

Supervisor. 

Case: 19-30088 Doc# 1792-3 Filed: 05/01/19 Entered: 05/01/19 17:47:02 Page 3

of 10
Contract - Long Form 

Attachment 1 - Specific Conditions 

Exhibit B- Contract Work Authorization Template Requirements 

PG&E - Management Consulting Services 

This Contract Work Authorization (CWA) outlines the engagement between Pacific Gas and 

Electric Company ("PG&E" or "client") with <lnsert Consultant Name> to perform the 

services described below. 

The governing MSA for this work is Master Services Agreement #440000XXXX executed on 

XXXXXX, X, 201X and supersedes all other oral and written representation, understandings, or 

agreements relating to the subject matter hereof. 

Engagement Objectives and Scope of Services: 

Brief description of the situation, background of initiative, and expected outcome. 

1. Scope. Define the initiative, project purpose, key objective(s), impacted lines of 

business(es)/stakeholder(s), and rationale. 

2. Deliverables, Milestones and Acceptance [Key expected project outcomes, high-level 

milestones/decision points and the criteria that will be used to accept completion of 

project work] 

3. List of Deliverables that will contain Consultant's name or other information that could 

identify Consultant as the source (unless specified, all Deliverables will be unbranded) 

4. Anticipated Timeframe, Project Schedule [Exhibit B2] with activities, start and end 

dates and any key dependencies] 

5. Key Assumptions [Assumptions used to base proposed team mix, duration of the 

project, expenses, risk, etc.] 

6. Team/Resource Description [A description of all team members and resources 

(including subcontractors), levels and expertise, and their role/contribution to the project 

and its deliverables.] 

7. PG&E Role and Responsibilities [Expectations of PG&E team members, sponsors, and 

managers to make the project successful] 

8. Professional Fees and Expenses [Exhibit B1] 

9. PG&E and Consultant Work Supervisor Name, Number and email address 

10. Work Location(s) 

11. Other (Consider the following other areas). Examples include: 

• Excluded work from scope 

• Consultant's approach, methodology, and tools employed to complete the 

described work 

• List of proprietary Consultant Knowledge or Tools subject to confidentiality in 

Section 25 of the General Conditions, 

• Additional factors unique to this project, Special qualification for personnel 

performing the work or names of individuals required to perform work 

• Special conditions that need to be considered 

• Special equipment or software required to perform the Work 

• Format requirements for deliverables drawings or reports (Hard copy or 

electronic) 

• Performance Criteria or guarantee including duration of warranty period 

• Time allowed for PG&E review of deliverables before final acceptance 

Case: 19-30088 Doc# 1792-3 Filed: 05/01/19 Entered: 05/01/19 17:47:02 Page 4

of 10
Contract - Long Form 

Attachment 1 - Specific Conditions 

Exhibit B1 -Sample Resource Schedule and Budget 

All requisite data must be provided by the Consultant in the format specified by this Exhibit. Any exceptions or deviations from this Exhibit must be 

approved by PG&E in writing. The completed Exhibit must agree with the detailed project Schedule (Exhibit B2). 

Resource Schedule: Jan Feb Mar April 1 May June Jiiy Aug Sept Oct Nov Dec Total 

Billable Days 22 20 22 21 22 21 22 22 21 22 21 19 

Resource Tltte/N am a* 

Peicentcf 

Time 

PartnerA 5% 8 100 8 8 8 8 8 8 8 8 8 8 188 

Director B 10% 16 150 16 16 16 16 16 16 16 16 16 16 326 

ManagerC 15% 20 200 20 20 20 20 20 20 20 20 20 20 420 

Consultant D 10% 1 20 200 20 20 20 20 20 20 20 20 20 20 420 

Consultant E 10% 

1 

20 200 20 20 20 20 20 20 20 20 20 20 420 

Analyst F 25% 25 200 25 25 25 25 25 25 25 25 25 25 475 

Analyst G 25% 25 200 25 25 25 25 25 25 25 25 25 25 475 

Project Total 100% 

134 1250 134 134 134 134 134 134 134 134 134 134 2724 

Full time equivalents (FTEfc) 0 8375 7 8125 0 8375 0 8375 0 8375 0 8375 0 8375 0 8375 0 8375 0 8375 0 8375 0 8375 

Indicate if subcontractor 

Case: 19-30088 Doc# 1792-3 Filed: 05/01/19 Entered: 05/01/19 17:47:02 Page 5

of 10
KB Contract - Long Form 

Attachment 1 - Specific Conditions 

Project Budget 

Jan Feb Mar April May June July Aug Sept Oct Nov Dec Total 

Deliverable/Milestone A 

Resource Title/Name" % of Tin e Rate Adj fete 

Partner A 5% $ 300 $ 300 $ 2,400 $ 30,000 $ 2,400 $ 2,400 $ 37,200 

Qrector B 10% $ 250 $ 250 $ 4,000 $ 37,500 $ 4,000 $ 4,000 $ 49,500 

Manager C 15% $ 200 $ 200 $ 4,000 $ 40,000 $ 4,000 $ 4,000 $ 52,000 

ConsultantD 10% $ 175 $ 175 $ 3,500 $ 35,000 $ 3,500 $ 3,500 $ 45,500 

ConsultantE 10% $ 175 $ 175 $ 3,500 $ 35,000 $ 3,500 $ 3,500 $ 45,500 

AnalystF 25% $ 150 $ 150 $ 3,750 $ 30,000 $ 3,750 $ 3,750 $ 41250 

AnalystG 25% $ 150 $ 150 $ 3,750 $ 30,000 $ 3,750 $ 3,750 $ 41250 

Expenses (if applicable) $ 

ProjectTotal 100% I $24,900 $237 500 S 24 9ui> $ 24 900 S $ S S 5 5 $ 5 $312,200 

Deliverable/Milestone B 

Resource Titte/Name" % of Tim e fete Adj fete 

Partner A 5% $ 300 $ 300 $ 2 400 $ 2,400 $ 2,400 $ 2,400 $ 2,400 $ 2,400 $ 2,400 $ 2 400 $ 19200 

•rector B 10% $ 250 $ 250 $ 4,000 $ 4,000 $ 4,000 $ 4,000 $ 4,000 $ 4,000 $ 4,000 $ 4,000 $ 32,000 

ManagerC 15% S 200 $ 200 $ 4,000 $ 4,000 $ 4,000 $ 4,000 $ 4,000 $ 4,000 $ 4,000 $ 4,000 $ 32,000 

ConsultantD 10% $ 175 $ 175 $ 3,500 $ 3,500 $ 3,500 $ 3,500 $ 3,500 $ 3,500 $ 3,500 $ 3,500 $ 28,000 

ConsultantE 10% $ 175 $ 175 $ 3,500 $ 3,500 $ 3,500 $ 3,500 $ 3,500 $ 3,500 $ 3,500 $ 3,500 $ 28,000 

AnalystF 25% $ 150 $ 150 $ 3,750 $ 3,750 $ 3,750 $ 3,750 $ 3,750 $ 3,750 $ 3,750 $ 3,750 $ 30,000 

AnalystG 25% $ 150 $ 150 $ 3,750 $ 3,750 $ 3,750 $ 3,750 $ 3,750 $ 3,750 $ 3,750 $ 3,750 $ 30,000 

Expenses (if applicable) 

ProjectTotal 100% I S $ s $ 5 24 900 5 24 900 5 24 900 5 24 900 5/4 900 $ . 4 I S 24 900 $199,200 

Total Project Budget 

Resource Title/Name" % of Tine fete Adj fete 

Partner A 5% $ 300 $ 300 $ 2,400 $ 30,000 $ 2,400 $ 2,400 $ 2,400 $ 2,400 $ 2,400 $ 2,400 $ 2,400 $ 2,400 $ 2,400 $ 2,400 $ 56,400 

•rector B 10% $ 250 $ 250 $ 4,000 $ 37,500 $ 4,000 $ 4,000 $ 4,000 $ 4,000 $ 4,000 $ 4,000 $ 4,000 $ 4,000 $ 4,000 $ 4,000 $ 81.500 

Manager C 15% $ 200 $ 200 $ 4,000 $ 40,000 $ 4,000 $ 4,000 $ 4,000 $ 4,000 $ 4,000 $ 4,000 $ 4,000 $ 4,000 $ 4,000 $ 4,000 $ 84,000 

ConsultantD 10% $ 175 $ 175 $ 3,500 $ 35,000 $ 3,500 $ 3,500 $ 3,500 $ 3,500 $ 3,500 $ 3,500 $ 3,500 $ 3,500 $ 3,500 $ 3,500 $ 73,500 

ConsultantE 10% $ 175 $ 175 $ 3,500 $ 35,000 $ 3,500 $ 3,500 $ 3,500 $ 3,500 $ 3,500 $ 3,500 $ 3,500 $ 3,500 $ 3,500 $ 3,500 $ 73,500 

AnalystF 25% $ 150 $ 150 $ 3,750 $ 30,000 $ 3,750 $ 3,750 $ 3,750 $ 3,750 $ 3,750 $ 3,750 $ 3,750 $ 3,750 $ 3,750 $ 3,750 $ 71250 

AnalystG 25% $ 150 $ 150 $ 3,750 $ 30,000 $ 3,750 $ 3,750 $ 3,750 $ 3,750 $ 3,750 $ 3,750 $ 3,750 $ 3,750 $ 3,750 $ 3,750 $ 71250 

Expenses (if applicable) 

Project Total 100% 

"Indicate if subcontractor 

Case: 19-30088 Doc# 1792-3 Filed: 05/01/19 Entered: 05/01/19 17:47:02 Page 6

of 10
Contract - Long Form 

Attachment 1 - Specific Conditions 

Exhibit B2 -Sample Project Schedule 

SAMPLE PROJECT SCHEDULE 

Task ID Task Name Duration in Start Date End Finish Chart Progress 

Number Days Date Date Q 1 Q 2 Q 3 

J F M A M J J A S 

Case: 19-30088 Doc# 1792-3 Filed: 05/01/19 Entered: 05/01/19 17:47:02 Page 7

of 10
Contract - Long Form 

Attachment 1 - Specific Conditions 

Exhibit C - Bill Rate Table and Other Commercial Terms 

Hourly Personnel Rates: For time and material engagements, professional fees for the below three lines of 

Services will be charged on an hourly basis at hourly rate amounts set forth below. For Lump Sum Engagements, 

professional fees for the below three lines of Services will be charged on the basis of the fixed fee(s) as agreed in 

the CWA; the below hourly personnel rates applied to estimated effort (hours) will serve as the basis for proposing 

on such work. 

Consultant's Title: Partner Director Manager Senior Associate 

Title Equivalent: Principal Sr. Manager Manager Sr. Consultant 

Consultant/ 

Analyst 

Financial $ 499 $ 394 $ 335 $ 259 $ 167 

QJ 

C 

*_l 

QJ Operations 

f 

$ 499 

r 

$ 404 

f 

$ 329 

r 

$ 267 

r 

$ 172 

'£ 

0) 

l/> Strategy $ 599 $ 479 $ 392 $ 292 $ 174 

Volume Rebate: A volumetric cash adjustment will be calculated on each Contract anniversary using the total 

professional fees paid by PG&E in the preceding 12-month period for Services based on the above rate table, and 

shall not include expenses or amounts paid for subcontractors. Adjustments will be payable within forty-five (45) 

days of each Contract anniversary. The adjustment percentage shall be calculated using the table below, then 

multiplied by the professional fees paid within the applicable fee tranche to calculate the adjustment amount due. 

If Annual Professional Fees Paid Are Then Year-End Rebate % Applied to Fees 

In the Applicable Fee Tranche 

0 - $19,999,999 0 

$20,000,000-29,999,999 7% 

$30,000,000 9% 

Examples: For invoices paid totaling $20,200,000 in a 12 month Contract year, the 7% rebate tier would apply 

and would amount to a rebate of $14,000 for that cycle. For invoices paid totaling $35,500,000 in a 12 month 

Contract year, the rebate would be $1,195,000 for that cycle. 

Expenses: Actual expenses will be billed as incurred. Unless provided otherwise in the CWA, aggregate 

expenses shall not exceed 10% of aggregate professional fees. Consultant may roll forward unbilled expenses 

until the final invoice for each Contract Work Authorization. 

Tenure Discounts: Consultant shall provide an additional up-front discount of ten percent (10%) on all fixed fee 

projects that are forecasted to continue beyond six (6) months in duration and are forecasted to generate one 

million dollars ($1,000,000.00) in professional fees, excluding expenses and subcontractor fees. This discount 

amount does not apply to amounts paid under a Change Order. This discount will not apply to contingency fee/fee 

risk sharing engagements or to services for which the above rate table does not apply, or to engagements for 

which the parties specify an alternative fee agreement or rate table in the applicable CWA. 

No Bid Discounts: For projects that are not subject to a competitive bid process and are directly awarded to 

Consultant, both Consultant and PG&E agree to consider inclusion of a five percent (5%) discount on said project. 

Case: 19-30088 Doc# 1792-3 Filed: 05/01/19 Entered: 05/01/19 17:47:02 Page 8

of 10
Contract - Long Form 

Attachment 1 - Specific Conditions 

Early Payment Discount: The early payment discount provided in Section 6.1.3 of the General Conditions shall 

apply for CWAs under these Specific Conditions. 

Continuous Improvement: For the duration of the contract Consultant shall provide at least two continuous 

improvement ideas annually for PG&E to consider. 

Diversity Goal: Consultant is committed to an annual diverse subcontracting goal of 21.5% of aggregate fees 

under this Contract. 

Case: 19-30088 Doc# 1792-3 Filed: 05/01/19 Entered: 05/01/19 17:47:02 Page 9

of 10
an Contract - Long Form 

Attachment 1 - Specific Conditions 

Exhibit D - Firm Activity Report 

PG&E may request the information below in MS Excel format, on a quarterly basis. PG&E will initiate the request 

process. 

Project Information 

• CWA or PO number 

• Project Type 

• Project name or short description 

• Project status 

• PG&E functional area 

• PG&E executive sponsor 

• PG&E Project Supervisor 

• Consultant Project Manager 

• Consultant Project Manager's Email 

• Active project time (weeks of reporting quarter) 

• Number of Full-Time Equivalent employees staffed by level 

• Invoiced fees and expenses for the reporting quarter 

• Invoiced diverse fees and expenses for the reporting quarter 

• Invoiced fees and expenses for the project to date 

• CWA authorized spend amount 

Areas of Investment or Opportunity 

• Description of Consultant investment or perceived opportunity 

• PG&E functional area 

• Current or Desired PG&E contact 

• Consultant Project Manager (if applicable) 

• Consultant Project Manager's email (if applicable) 

• Active investment time (weeks in reporting quarter) 

• Number of Full-Time Equivalent employees invested by level 

Issues or Concerns requiring PG&E Relationship Manager Attention 

Case: 19-30088 Doc# 1792-3 Filed: 05/01/19 Entered: 05/01/19 17:47:02 Page 10

of 10