Exhibit 1-H

 Compliance Services

Case: 19-30088 Doc# 1792-15 Filed: 05/01/19 Entered: 05/01/19 17:47:02 Page 1

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DocuSign Envelope ID: 90C916CC-5449-47F8-99A7-6EABCCC805C0 

Contract Work Authorization 

C13673 

PwC 

Page 1 of 7 

Contract Work Authorization (CWA) 

This Contract Work Authorization ("CWA") No. C13673 is issued under and pursuant to the Blanket Agreement or 

Master Service Agreement No. 4400011341 (C74-V7) dated 10, January 2017 (the "MSA") between the below-named 

Contractor ("Contractor"), a Delaware Limited Liability Company, and Pacific Gas and Electric Company ("PG&E"), a 

California corporation with its headquarters located at 77 Beale Street, San Francisco, California 94105. Contractor 

shall perform all Work under this CWA pursuant to and in accordance with the terms and conditions of the MSA. 

Contractor's 

Legal Name: 

Contractor's 

Address: 

PRICEWATERHOUSECOOPERS LLP 

LOS ANGELES, CA 

Total Number of Pages: 7 

Project Name: COMPLIANCE STRATEGY SUPPORT 

Job Location: PG&E Specified Location(s) 

WORK: Contractor shall, at its own risk and expense, perform the Work described in this Contract Work Authorization and 

furnish all labor, equipment, and materials necessary to complete the Work as summarized below and as more fully described in 

Attachment 1, Scope of Work. 

CWA covers the following PwC Services, which will be performed collaboratively with PG&E. Working collaboratively on the 

Services described herein is intended to encompass participation by PG&E stakeholders in workshops and meetings to provide 

perspectives, analyze information, make decisions, and direct the PwC project team. PwC will facilitate the workshops and 

share perspectives and feedback based on PwC's understanding of current industry practices and regulatory expectations. PwC 

will develop the Deliverables based on PG&E direction. 

ATTACHMENTS: Each of the following documents are attached to this CWA and are incorporated herein by this reference: 

Attachment 1: Scope of Work, [Pages 3-7] 

CWA TERM: This CWA is effective upon signature by both parties and expires on 31, January 2020. Time is of the 

essence 

CWA Contractor shall commence performance hereof when directed to do so by PG&E and Work shall be 

COMPLETION: completed by the completion date of 31, January 2020. 

CONSIDERATION: As full consideration for satisfactory performance of the Work under this CWA by Contractor, PG&E's total 

obligation to Contractor shall not exceed the following amount. This amount is inclusive of all taxes incurred in the performance 

of the Work. Any change to this amount shall only be authorized in writing by a PG&E CWA Change Order, fully executed by 

both PG&E and Contractor. 

TOTAL Not to Exceed $1,945,000.00 USD 

Labor $1,925,000 OOUSD 

Expenses $20 000 OOUSD 

THE PARTIES, BY SIGNATURE OF THEIR AUTHORIZED REPRESENTATIVES, HEREBY AGREE TO THE TERMS OF 

THIS CONTRACT WORK AUTHORIZATION. 

PACIFIC GAS AND ELECTRIC COMPANY CONTRACTOR: PRICEWATERHOUSECOOPERS LLP 

Signature 

(/*Wf ftuo/uiIAJasj 

Signature 

f—DocuSigned by: 

Wtsfii/u $V-LKA 

Name Larry Hernandez Name 

A48A 

Kristin Rivera 

Title Sourcing Manager Title Partner 

Date 2/12/2019 Date 2/12/2019 

62-4229 CWA (9/26/18) Sourcing 

Case: 19-30088 Doc# 1792-15 Filed: 05/01/19 Entered: 05/01/19 17:47:02 Page 2

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DocuSign Envelope ID: 90C916CC-5449-47F8-99A7-6EABCCC805CO 

SB Contract Work Authorization 

C13673 

PwC 

Page 2 of 7 

ADMINISTRATION 

PG&E 

Neqotiator 

Sydni Self Contractor 

Represent Kristin Rivera 

Phone 415-973-9011 Phone 415-498-6566 

Email Sydni.Self@pge.com Email kristin.d.rivera@pwc.com 

Accounting Reference 

PG&E Work Supervisor: Cliff Gleicher Phone: 415-973-2095 

INVOICE 

INSTRUCTIONS: 

As described in more 

detail in the Invoicing 

section of the Terms and 

Conditions, Contractor 

shall send invoices for 

each payment when due, 

showing the Purchase 

Order Number (starts with 

"27" or "35") and the Line 

Item number, if 

applicable. 

The default submission system for invoices to PACIFIC GAS AND ELECTRIC COMPANY should be through 

the Taulia electronic invoicing portal, which also provides real-time invoice payment status 

In rare cases that it is infeasible for a supplier to use this system, please send paper invoices to the address 

below. Invoice payment status for paper invoices can be accessed through the automated PG&E Paid Help 

Line at (800) 756-PAID (7243) or by emailing APPaidline@pge.com 

INVOICE 

INSTRUCTIONS: 

As described in more 

detail in the Invoicing 

section of the Terms and 

Conditions, Contractor 

shall send invoices for 

each payment when due, 

showing the Purchase 

Order Number (starts with 

"27" or "35") and the Line 

Item number, if 

applicable. 

Send ORIGINAL Invoice to: PG&E Accounts Payable* 

PO Box 7760 

San Francisco, CA 94120-7760 

INVOICE 

INSTRUCTIONS: 

As described in more 

detail in the Invoicing 

section of the Terms and 

Conditions, Contractor 

shall send invoices for 

each payment when due, 

showing the Purchase 

Order Number (starts with 

"27" or "35") and the Line 

Item number, if 

applicable. 

Send COPY of Invoice to: 

INTERNAL PG&E USE ONLY 

Distribution Date 

Distribution of Copies: 

• ARIBA Contracts ("CXXXX" series): Buyer 

uploads an executed copy in Ariba. 

• Contractor 

(Signed Original Copy) 

• Work Supervisor • Manager 

• Invoice Approver • Supervisor 

• VP. • Sourcing/ Purchasing 

• Director • Law 

62-4229 CWA (9/26/18) Sourcing 

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DocuSign Envelope ID: 90C916CC-5449-47F8-99A7-6EABCCC805CO 

C13673 

PwC 

Page 3 of 7 

Statement of Work 

Compliance Strategy Support 

This Statement of Work ("SOW") outlines the services (the "Services") between Pacific Gas and Electric 

Company ("PG&E" or "Client") and PricewaterhouseCoopers LLP ("PwC" or "Consultant") to perform the 

Services described below. This Contract Work Authorization ("CWA") shall be governed by the Master Services 

Agreement 4400011341 between PwC and PG&E. Notwithstanding the termination or expiration of the MSA 

during the Services described in this SOW, this CWA shall remain in full force and effect in accordance with its 

terms, including the terms and conditions of the MSA which are incorporated herein by reference. 

This CWA covers the following PwC Services, which will be performed collaboratively with PG&E. Working 

collaboratively on the Services described herein is intended to encompass participation by PG&E stakeholders in 

workshops and meetings to provide perspectives, analyze information, make decisions, and direct the PwC 

project team. PwC will facilitate the workshops and share perspectives and feedback based on its understanding 

of current industry practices and regulatory expectations. PwC will develop the Deliverables based on PG&E 

direction. 

1. Assist PG&E by performing Compliance & Ethics (C&E) Maturity Model current state 

assessments for program elements of PG&E-identified sub-Lines of Business ("sub-LOB") and 

perform Shared Compliance Maturity Model current state assessments for program elements in 

PG&E-identified Compliance areas. Four to eight (8) program elements constitutes a full 

assessment ("Full Assessment"), but PG&E may request that PwC only assess three or fewer 

specific program elements ("Partial Assessment"). 

Consultant shall work collaboratively with PG&E to assist PG&E with its C&E Maturity Models and 

Shared Compliance Maturity Model current state assessments. PwC's assessment activities will 

include: 

• Conducting interviews with PG&E Sub-LOBs' stakeholders to gain an understanding of the 

maturity of the current state compliance program elements, requesting and analyzing supporting 

documentation 

• Analyzing documentation provided to assess the Sub-LOBs' current state C&E program 

elements based on PwC's understanding of the PG&E-provided assessment criteria 

• Conducting follow-up interviews, as requested, to obtain clarification on the documentation 

provided 

• Documenting the draft results of each Full Assessment or Partial Assessment 

• Providing the draft results from the Full Assessment or Partial Assessment to PG&E 

stakeholders for their review, 

• Revising the draft results based on PG&E stakeholder feedback 

2. Provide advice to the PG&E Compliance and Ethics ("C&E") Department as it performs activities 

related to its 2019 compliance and ethics road map. PwC will also support updating the maturity 

model user guide, design compliance metrics, and assist with supporting materials that aid the 

Shared Compliance programs for PG&E's review, feedback and approval. 

Deliverables, Milestones and Acceptance 

Deliverables and/or supporting documentation will be prepared in draft in conjunction with PG&E's C&E 

Department, will be presented in a non-PwC branded format, and will be treated solely as PG&E's own property. 

PG&E will review such Deliverables, revise them as deemed appropriate, and approve them prior to PG&E's use. 

Any scope changes to Deliverables will be discussed and prioritized with the designated PG&E Work Supervisor 

lead as needed. 

Overview 

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DocuSign Envelope ID: 90C916CC-5449-47F8-99A7-6EABCCC805CO 

C13673 

PwC 

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The Deliverables will at a minimum include: 

• Draft results from the Full Assessments or Partial Assessments of the Compliance Maturity 

Model for the specific sub-LOBs identified by PG&E 

• Draft Partial Assessments of the Shared Compliance Maturity Model for specific Compliance 

areas identified by PG&E 

• Draft Updated Maturity Model User Guide 

• Draft Compliance Metrics 

Deliverables also includes any oral advice that PwC provides. By "advise" or "provide advice," PwC means that it 

will share its industry experience, subject-matter knowledge and/or knowledge of current industry practices for 

PG&E's consideration in addressing PG&E's objectives and/or PwC will provide subject-matter advice in 

response to queries from PG&E management or based upon observations of PG&E's efforts. 

As stated previously, the Deliverables may also include materials such as are necessary for workshops and 

support against the 2019 road map. 

Anticipated Timeframe, Project Schedule 

The engagement will have an estimated end date of January 31, 2020. An extension of the expiration date may 

be authorized in writing in the form of a CWA Change Order executed by both parties. 

Actual weekly staff loading may fluctuate to meet PG&E's needs. A PG&E supervisor will coordinate with 

Consultant to determine increases or decreases in actual staff loading on a monthly basis or as needed 

throughout the Services. Consultant shall take standard holidays and may occasionally take time-off (i.e., 

vacation) at times mutually agreed. Consultant shall manage time off to reduce impact to the performance of the 

Services. 

Key Assumptions 

• For the purpose of the Services, Full Assessments and/or Partial Assessments will be at sub-LOB 

level, (e.g., Land & Environmental Management and Law are both considered to be Sub-LOBs under 

the General Counsel LOB, and will be assessed separately) or Shared Compliance Area level. 

• For billing purposes, the concurrent assessment of 4 or more program elements of a Sub-LOB or 

Shared Compliance Area will be considered a Full Assessment. The concurrent assessment of 3 or 

fewer program elements of a Sub-LOB or Shared Compliance Area will be considered a Partial 

Assessment. 

• The fixed fees negotiated in this CWA are based on the assumption that the number of Sub-LOB or 

Shared Compliance Area meetings will be four meetings. These are assumed to include an initial 

kick off meeting, two or fewer follow up meetings, and a debrief session with the Sub-LOBs or 

Shared Compliance Area. These meetings are expected to take up to 5 hours in total. 

• The draft assessment findings will be shared with C&E who will review and provide feedback within 

3 business days. 

• This project will be conducted with PG&E's active participation. PwC will work closely with the 

designated PG&E Work Supervisor lead and expects to transition the PwC activities to designated 

internal PG&E resources through the anticipated period of performance of this CWA. The timeline 

and level of effort for conducting interviews and preparing Deliverables is based on the cooperation 

and availability of PG&E Sub-LOBs stakeholders and C&E. 

• The number of draft versions of each Deliverable will be limited to two (2). 

• Any scope changes to Deliverables will be discussed and prioritized with the designated PG&E Work 

Supervisor lead as necessary. 

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DocuSign Envelope ID 90C916CC-5449-47F8-99A7-6EABCCC805C0 

KB C13673 

PwC 

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In the event that PG&E proposes a Scope Change, PwC and PG&E, in good faith, will discuss and 

document the recommended changes at their earliest opportunity. If such Scope Change is agreed 

to by PwC, the Parties will generate and execute a mutually agreed-to CWA Change Order in 

compliance with PG&E Sourcing policies, forms, and processes. A CWA Change Order will outline 

the specific Scope Changes, including cost and scheduling impacts due to the Scope Change. 

Team/Resource Description 

The key PwC team members and roles are described below: 

- Kristin Rivera, Partner, will provide PwC project oversight and guidance, facilitate the availability of 

appropriate PwC resources, and provide strategic project advice and perspectives to PG&E on potential 

enhancement opportunities. 

- Meera Banerjee will be the key PwC point person for the compliance strategy and design assistance 

described in this CWA. 

- Sumana Lahiry will be the PwC team member supporting the daily execution of the scope of Services and 

assessments described in this CWA. 

PwC will provide additional team members and compliance subject matter specialists ("SMSs"), as needed, to 

perform the activities and provide the Deliverables described herein, or as requested, to address the criteria for the 

Deliverables, as specified by PG&E. 

PG&E Role and Responsibilities 

During the term of the Services, PwC will work in collaboration with and at the direction of the designated PG&E 

Work Supervisor. The PwC Team will meet with the designated PG&E Work Supervisor as appropriate to discuss 

project status and open issues arising from the Services, PwC's progress reports and/or reports identified as 

Deliverables for the Services, PwC's resource utilization and staffing mix, and any requests for scope changes. 

PG&E shall also provide executive sponsor input and oversight as requested by the PG&E Work Supervisor with 

input from the PwC Team. 

Professional Fees and Expenses 

- The total fixed fees and expenses for the Services covered by this CWA shall not exceed $1,945,000 

without prior written authorization in the form of a CWA Change Order signed by both parties. While 

Consultant does not anticipate any expenses, reimbursable expenses shall conform to the MSA 

requirements and not exceed ten (10) perfect of the total fee amount. The fixed fees will be based on 

the table below: 

Activity Fees (in US$) 

Draft Full Assessments of sub-LOB Compliance 

Maturity Model or Shared Compliance Maturity Model 

$ 63,500 per Full Assessment 

Draft Partial Assessment of sub-LOB Compliance 

Maturity Model or Shared Compliance Maturity Model 

$18,500 per program element 

included in Partial Assessment 

Draft User Guide, Draft Compliance Metrics, and 

other supporting materials 

$145,000 

PG&E and Consultant Work Supervisor Name, Number, and Email Address 

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C13673 

PwC 

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PG&E Work Supervisor: 

Cliff Gleicher 

415-973-2095 

CJGF@pqe.com 

Consultant Work Supervisor: 

Kristin Rivera 

415-498-6566 

kristin.d.rivera@pwc.com 

Work Location(s) 

The Services will be conducted primarily from PG&E's Corporate Headquarters in San Francisco, CA. 

PwC is owned by professionals who hold CPA licenses as well as by professionals who are not licensed CPAs. 

Depending on the nature of the Services we provide, non-CPA owners may be involved in providing services to 

you now or in the future. 

At the onset of the Services, PwC will prepare a project schedule and work/tasks breakdown. This schedule will 

include PwC project management activities, Deliverables, and key interdependencies. The schedule and 

Deliverables will be subject to the specification and approval of the PG&E Work Supervisor. 

PG&E shall indemnify and hold PwC harmless from and against any and all third party claims, losses, liabilities 

and damages arising from or relating to the Services or Deliverables under this CWA, except to the extent finally 

determined to have resulted from PwC's gross negligence or intentional misconduct relating to such Services 

and/or Deliverables. 

If PwC is requested or authorized by PG&E or required by government regulation, regulatory agency, subpoena, 

or other legal process to meet with PG&E's monitor and/or a regulator with respect to services PwC performed for 

PG&E ("Monitor/Regulatory Meetings"), PwC's role will be limited to providing fact-based responses regarding the 

Services PwC performed as described in our Deliverable(s). Should the monitor and/or regulator have any 

questions regarding the Services, PwC will provide factual clarifications as needed. PG&E will respond to other 

questions from the regulator and/or the monitor as required. PG&E will allow PwC to review the content of PG&Eprepared materials to be used during the Monitor/ Regulatory Meetings that relate to the PwC Services in 

advance of the Monitor/ Regulatory Meetings. As per PwC protocol, PwC will have two PwC partners attend 

meetings with a monitor and/or regulator when PwC's attendance is requested. 

PG&E will be solely responsible for any and all communications required with PG&E's regulators and/or 

independent monitor(s) relating to these Services and Deliverables. PwC is not being engaged to interact or meet 

with third parties, including but not limited to PG&E's regulators and/or independent monitor(s). 

If PwC is requested or authorized by PG&E or required by government regulation, regulatory agency, subpoena, 

or other legal process to produce PwC's Deliverables, working papers or personnel for testimony or interview with 

respect to services PwC performed for PG&E, PG&E will reimburse PwC for PwC's and its counsels' expenses 

and professional time incurred in responding to such a request. 

While PwC may be asked to comment on matters that relate to, or derive from, laws or regulations, our advice 

and analysis will be based on our experience with industry practice and procedures in complying with such laws 

and regulations. Such advice or analysis will not constitute legal advice or opinion. PwC is not providing legal 

advice or legal opinions in this engagement, including determining whether PG&E's policies and programs result 

in PG&E being "in compliance with" applicable laws, rules and regulations, which is a legal conclusion. PG&E 

should obtain such advice or opinions from its attorneys. 

Other Items 

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Contractor resources will consist of a mix of full-time 

perform the activities described in this CWA. 

C13673 

PwC 

Page 7 of 7 

part-time resources, supported by SMSs as needed, to 

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