EXHIBIT 1 

PG&E SUPPLIER DIVERSITY PURCHASING POLICY 

CONTRACTOR AND SUBCONTRACTORS OF ALL TIERS MUST COMPLY WITH PG&E'S SUPPLIER 

DIVERSITY PURCHASING POLICY IN THE AWARD OF ALL SUBCONTRACTS AND SUBSUBCONTRACTS. This policy requires that Women, Minority and Disabled Veteran Business 

Enterprises (WMDVBEs) shall have the maximum practicable opportunity to participate in the 

performance of the Work.1 

Contractor shall provide, along with its proposal, a separate, signed Subcontracting Plan consisting of 

either: (i) a specific list of Subcontractors (including sub-subcontractors) that will participate in the 

performance of the Work, on the form attached as Exhibit 1-A; or (ii) a statement setting forth the 

Contractor's goals for WMDVBE subcontracting of all tiers and setting forth such additional good faith 

efforts Contractor and Subcontractors will employ to increase the participation of WMDVBE in the 

performance of the Work. 

In the event Contractor has not submitted a list of Subcontractors with its proposal, prior to requesting 

bids for any Subcontract, Contractor and Subcontractor shall submit to PG&E's Procurement Specialist or 

Contract Administrator, on the form attached as Exhibit 1-A, a list of prospective WMDVBEs that will be 

invited to compete for such Subcontracts. 

Additionally, Contractor and Subcontractors must provide to PG&E's Supplier Diversity Office, no later 

than the 15th of each month, an updated "List of Subcontractors/Subsuppliers and Disbursement Record" 

with a current accounting of actual Subcontractor payments for the previous month (Exhibit 1-A, 

column 8). 

Contractor's supplier diversity subcontracting goal for the Contract is articulated in the Specific 

Conditions. Contractor shall report its supplier diversity goal as Contractor's spend with verified 

WMDVBE Subcontractors on PG&E Work under the Contract. 

1 WMDVBEs must be verified pursuant to the procedures prescribed in Section 2 of CPUC General Order 

156. 

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Pacific Gas and 

Electric Company 

01-5873 (Rev 1/00) 

Purchasing 

List of Subcontractors/Subsuppliers and Disbursement Record EXHIBIT 1-A 

Prime Contractor/Supplier: Name of Preparer: Report Period: 

Month Year 

PG&E Contract Number (if anvl: Telephone: ( ) 

Report Period: 

PG&E Project/Product: Fax: Month Year 

Report Period: 

Month Year 

F.MaiL 

Name of Subcontractor 

or Subsupplier 

(1) 

WMDVBE 

Status 

Code* 

(2) 

y** 

(3) 

NV*** 

(4) 

Address 

(5) 

Description of Work 

(6) 

Estimated 

Amount to be 

Paid to 

Subcontractors 

(7) 

Actual Amount 

Paid to 

Successful 

Subcontractors 

(8) 

TBD 

Please send form to: 

Supplier Diversity Office, Purchasing Department 

Pacific Gas and Electric Company 

245 Market Street, Mail Code N5D 

P.O. Box 770000 

San Francisco, CA 94177 

Total Amount Paid to 

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(415)973-0888 (415)973-2553 (fax) Signature: I Date 

I hereby verify that the information in this report is true 

and accurate to the best of my knowledge 

* Refer to Instructions/Codes/Definitions on back. 

V = Subcontractor is a verified WBE, MBE certified by the CPUC Clearinghouse, or a verified DVBE certified by the Office of Small Business Certification and Resource. 

*** NV = Subcontractor is not verified. 

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STEP-BY-STEP INSTRUCTIONS 

01-5873 (Rev 1/00) 

Page 2 of 2 

1. Complete column numbers 1 -7 and return this form with your bid proposal. 

2. Please attach copies of WMDVBE Subcontractors/subsuppliers certifications with your bid proposal. 

3. Complete column number 8 with the actual payments to WMDVBE subcontractors/subsuppliers for the PG&E work that was performed. 

4. Send a copy of this form no later than the 15th day of each month for the previous month to: Supplier Diversity Office, Purchasing Department, Pacific Gas & Electric Company, 

245 Market Street, Mail Code N5D, P 0. Box 770000, San Francisco, California, 94177, or (415) 973-2553 (fax). 

WBE —Women Business Enterpnse A business enterprise that is at least 51 percent owned by a woman or women, or, in the case of any publicly-owned business, at least 51 percent of the stock of which is owned by one or 

more women, and whose management and daily business operations are controlled by one or more of those individuals. Must be certified by the California Public Utilities Commission (CPUC) Clearinghouse. For more 

information call the WMBE Clearinghouse, (800) 359-7998. 

MBE Minority Business Enterpnse. A business enterprise that is at least 51 percent owned by a minority group or groups, or, in the case of any publicly owned business, at least 51 percent of the stock of which is owned by 

one or more minority-group individuals, and whose management and daily business operations are controlled by one or more of those individuals. Must be certified by the California Public Utilities Commission (CPUC) 

Cleannghouse. For more information call the WMBE Clearinghouse, (800) 359-7998. 

DEFINITIONS AND CODES 

Minority Status: 001 African American Male 008 Hispanic American Female 

002 African American Female 009 Caucasian Male 

003 Asian Pacific American Male 010 Caucasian Female 

004 Asian Pacific American Female 011 Multi-Status 

005 Native American Male 012 Other Groups 

006 Native American Female 013 Small Business Enterprise 

007 Hispanic American Male 014 Service Disabled Veteran Business Enterprise 

African Americans Persons having origins in any black racial groups of Africa 

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Asian Pacific Americans 

Native Americans 

Hispanic Americans 

Caucasian 

Multi-Status 

Other Groups 

Small Business Enterprise 

(SBE) 

Service Disabled 

Veterans Business Enterprise 

(DVBE) 

Persons having origins in Asia or the Indian Subcontinent, including, but not limited to, persons from Japan, China, the Philippines, Vietnam, Korea, Samoa, Guam, the U.S. Trust Territories 

of the Pacific, Northern Marianas, Laos, Cambodia, Taiwan, India, Pakistan, and Bangladesh. 

Persons having origin in any of the original peoples of North America or the Hawaiian Islands, in particular, American Indians, Eskimos, Aleuts, and Native Hawaiians. 

All persons of Mexican, Puerto Rican, Cuban, South or Central American, Caribbean, or other Spanish culture or origin. 

Includes all people of European and North African descent. 

An enterprise that is wholly owned and controlled by a combination of minorities or women but whose majority ownership (at least 51%) is not vested with any one of these individuals. 

Groups whose members are found to be socially and economically disadvantaged by the Small Business Administration pursuant to Section 8 (d) of the 

Small Business Act as amended (15 U.S.C. 637 (d), or by the Secretary of Commerce pursuant to Section 5 of Executive Order 11625. 

A business defined pursuant to Section 3 of the Small Business Act (SBA) and relevant regulations pursuant thereto. If unsure, please contact your local Small Business Administration 

office for clarification. 

Has the same meaning as defined in subdivision (g) of the Military and Veterans Code and must meet the "Control" and "Operate" criteria. An enterprise which is 51 percent owned, or the 

stock is 51 percent owned, by one or more disabled veterans. 

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EXHIBIT 2 

POLICY REGARDING UTILIZATION OF SMALL BUSINESS CONCERNS AND SMALL 

DISADVANTAGED BUSINESS CONCERNS 

The following policy of the United States shall be adhered to in the performance of this Contract: 

a) It is the policy of the United States that small business concerns and small business concerns owned 

and controlled by socially and economically disadvantaged individuals shall have the maximum 

practicable opportunity to participate in performing contracts let by any Federal Agency, including 

contracts and subcontracts for subsystems, assemblies, components, and related services for major 

systems. It is further the policy of the United States that prime contractors establish procedures to 

ensure the timely payment of amounts due pursuant to the terms of their subcontracts with small 

business concerns and small business concerns owned and controlled by socially and economically 

disadvantaged individuals. 

b) Consultant hereby agrees to carry out this policy in the awarding of subcontracts to the fullest extent 

consistent with efficient contract performance. Consultant further agrees to cooperate in any studies 

or surveys as may be conducted by the United States Small Business Administration or the awarding 

agency of the United States as may be necessary to determine the extent of Consultant's compliance 

with this clause. 

c) As used in this Contract, the term "small business concern" shall mean a small business as defined in 

Section 3 of the Small Business Act and relevant regulations promulgated pursuant thereto. The term 

"small business concern owned and controlled by socially and economically disadvantaged 

individuals" shall mean a small business concern (1) which is at least 51 percent unconditionally 

owned by one or more socially and economically disadvantaged individuals; or, in the case of any 

publicly owned business, at least 51 percent of the stock of which is unconditionally owned by one or 

more socially and economically disadvantaged individuals; and (2) whose management and daily 

business operations are controlled by one or more of such individuals. This term also means a small 

business concern that is at least 51 percent unconditionally owned by an economically disadvantaged 

Indian tribe or Native Hawaiian Organization, or a publicly owned business having at least 51 percent 

of its stock unconditionally owned by one of these entities which has its management and daily 

business controlled by members of an economically disadvantaged Indian tribe or Native Hawaiian 

Organization, and which meets the requirement of 13 CFR Part 124. Consultant shall presume that 

socially and economically disadvantaged individuals include Black Americans, Hispanic Americans, 

Native Americans, Asian-Pacific Americans, Subcontinent Asian Americans, and other minorities, or 

any other individual found to be disadvantaged by the Administration pursuant to Section 8(a) of the 

Small Business Act. Consultant shall presume that socially and economically disadvantaged entities 

also include Indian Tribes and Native Hawaiian Organizations. 

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d) Consultant acting in good faith may rely on written representations by its subcontractors regarding 

their status as either a small business concern or a small business concern owned and controlled by 

socially and economically disadvantaged individuals.-

Notwithstanding this provision of the federal statute, all WMDVBE subcontractors must be verified 

pursuant to the procedures prescribed in Section 2 of CPUC General Order 156, as such 

procedures may be amended periodically. 

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EXHIBIT 3 

INJURY AND ILLNESS PREVENTION PROGRAM 

Compliance Certificate 

The undersigned. the Dan Bowman / Partner of 

PricewaterhouseCoopers LLP (Consultant), hereby certifies to PG&E as follows: 

(name of Consultant) 

1. That Consultant has an effective Injury and Illness Prevention Program which meets the 

requirements of all applicable laws and regulations, including but not limited to Section 

6401.7 of the California Labor Code and that any Subcontractor hired by Consultant to 

perform any portion of the Work under this Contract has an effective Injury and Illness 

Prevention Program; and 

2. That he or she is the person with the authority and responsibility for implementing and 

administering Consultant's Injury and Illness Prevention Program. 

IN WITNESS WHEREOF, the undersigned has executed this Compliance 

Certificate on 1/13/2017 . 

(title/position) 

Signature 

Dan Bowman 

Print Name 

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Attachment 3 -

Safety and Background Check Contracting Requirements 

The Safety and Background Check Contract Requirements specified herein supersede all prior agreed-to terms. In 

the event of a conflict between these terms and those in the General Conditions, the Specific Conditions, 

and/or a CWA, these terms shall control. 

1. WORK ON PG&E OR PG&E CUSTOMER ASSETS OR PREMISES: The following provisions 

shall apply to the extent that the Work under the Contract requires any Contractor or 

Subcontractor personnel who are performing Work or the Services under this Agreement 

(collectively, "Personnel") to have access to PG&E assets, premises, customer property, or 

logical access to PG&E data or systems (collectively, "Access"). 

(i) CRIMINAL BACKGROUND CHECKS: Contractor warrants and represents that it will not 

assign any Personnel to perform Work which requires Access unless Contractor has performed a 

criminal background check on each such individual (either at the time of hiring or during the 

course of employment or as otherwise set forth below in "Guidelines"). Prior to assigning work 

requiring Access to any Personnel with one or more criminal convictions during the last seven 

years, Contractor must consider the gravity of the individual's offense, the time since the 

conviction, the successful completion of parole/probation, the individual's age at the time of 

conviction, the number of convictions, and the stability of the individual, including favorable work 

history. Contractor shall also consider the relation of the offense to the nature of the work the 

individual will perform. 

(ii) Notwithstanding the foregoing, and subject to applicable law, in no event shall Contractor 

grant Access to an individual with one or more convictions for a Serious Offense(s), which 

is defined as violent and sex offenses, crimes against children, domestic violence, fraud, theft 

(including but not limited to identity theft), embezzlement, all felonies during the last seven years, 

and/or two or more DUI's in the past three years. 

(Hi) Contractor shall maintain documentation related to its criminal background check investigation 

for all Personnel requiring Access and make it available to PG&E for audit if requested pursuant 

to the audit provisions of this contract. 

(iv) Contractor also agrees to notify PG&E if any of its Personnel requiring Access are convicted 

of a Serious Offense during the course of a PG&E assignment. 

2. FITNESS FOR DUTY: Contractor shall ensure that its Personnel granted Access report to work 

fit for duty. Personnel with Access may not consume alcohol while on duty and/or be under the 

influence of drugs that impair their ability to work safely. PG&E expects each supplier to have 

policies in place that requires their employees report to work in a condition that allows them to 

perform the work safely. For example, employees should not be operating equipment under 

medication that creates drowsiness. As a federal contractor, PG&E does not recognize nor allow 

work to be completed under the influence of marijuana whether or not is it used for medical 

reasons. 

3. ELIGIBILITY FOR PG&E WORK: When assigning any Personnel to perform Work requiring 

Access, Contractor shall submit each person's full name and the last four digits of their social 

security number to PG&E at the following e-mail 

address: RecruitinqODerationst&.pge.com. PG&E reserves the right to decline to accept any 

proposed Personnel, in which case Contractor shall promptly propose a replacement. 

Page 48 of 48 

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DocuSign Envelope ID: 789269D0-8015-49FA-BBF9-3385C6BFB220 

' 

Contract Change Order 

Contract Change Order 

This is Change Order ("CO") No. 3 to Contract No. C74 (formerly 4400011341) dated 01/17/2017 between the below-named 

Contractor ("Contractor"), a Delaware Limited Liability Partnership, 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 ail 

Work under this Contract, as amended by this Change Order, pursuant to and in accordance with the terms and conditions of 

the Contract. 

Contractor's 

Legal Name: 

Contractor's 

Address: 

PricewaterhouseCoopers, LLP 

300 Madison Avenue 

New York, NY 10017 

This Contract Change Order consists of 2 page(s). 

Project Name: Consulting Services 

Job Location: San Francisco; various 

CHANGES: The Parties hereby modify the Contract referenced above as follows: 

This Change Order No. 3 does the following: 

1. The Contract expiration date is hereby extended from November 30, 2018 to June 30, 2019, 

ATTACHMENTS: The following are attached to this Contract Change Order and incorporated herein by this reference. 

Attachment No. N/A] 

[ 

PRICING CHANGES: Previous Total Contract Value: $10,000,000 

Addition or Deduction: $0 

Revised Total Contract Value: $10,000,000 

All other terms and conditions of the Contract, as it may have been amended by previous Contract Change Order(s), if any, 

shall remain the same. 

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

OF THIS CONTRACT CHANGE ORDER. 

PACIFIC GAS AND ELECTRIC COMPANY CONTRACTOR: PricewaterhouseCoopers, LLP 

Signature f DocuSlgned by: 

fail 

Signature f-— DocuSlgnod by: 

JW 

Name 

4bft>tU 1MF0504&U . 

Rafael Soto-Amaro Name 

—AbuykCBUJBtiiwyy 1 

Dan Bowman 

Title Portfolio Manager Title Principal 

Date 11/16/2018 Date 11/16/2018 

62-4675(12-1-08) Sourcing 

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DocuSign Envelope ID 789269D0-8015-49FA-BBF9-3385C6BFB220 

Change Order No. 3 

Contract No. C74 (formerly 4400011341) 

Page 2 of 2 

ADMINISTRATION 

PG&E 

Negotiator 

Brandon Wilson Contractor 

Representative 

Phone 415.973.2525 Phone 

Email: brandon.wilson2@pge.com Email: 

Accounting 

Reference 

INTERNAL PG&E USE ONLY 

Distribution Date 

Distribution of Copies 

• Document Services 

(Signed Original Copy) 

Mail Code N5D 

245 MARKET ST., SAN FRANCISCO 

• Contractor 

(Signed Original Copy) 

• Work Supervisor • Manager 

• Invoice Approver • Supervisor 

• V.P. • Sourcing/ Purchasing 

• Director • Law 

62-4675(12-1-08) Sourcing 

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