Exhibit 1-A

MSA

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Contract – Long Form

62-4073 (12-1-08) Sourcing

Contract (Long Form)

This is a Contract 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’s

Legal Name: 

KPMG LLP, a Delaware limited liability partnership PG&E Contract No. 4400011340

Contractor’s

Address: 

PO Box 120001

Dallas, TX 75312

This Contract consists of 52 pages.

Project Name: Consulting services

Job Location: San Francisco; various

WORK: Contractor shall, at its own risk and expense, perform the Work described in this Contract 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). This is not an exclusive Contract. This Contract does not guarantee Contractor any Work nor is there any 

guarantee as to any volume or duration of Work.

Contractor shall perform Management Consulting and related services as described in further detail in the Specific Conditions, 

General Conditions, and set forth by individual Contract Work Authorizations (CWAs).

ATTACHMENTS: Each of the following documents is attached to this Contract and incorporated herein by this reference: 

Attachment 1: Specific Conditions , Pages 3-23 

Attachment 2: General Conditions, Pages 24-49

Attachment 3: Safety, Background Check, NERC Contracting Requirements Page 50

CONTRACT TERM: This Contract is effective upon signature by both parties and expires on 12/31/2017.

COMPLETION: Contractor shall commence performance hereof when directed to do so by PG&E. Work shall be completed by the 

completion date of 12/31/2017. Time is of the essence.

INSURANCE: Contractor shall maintain insurance in accordance with Section 30.0 of the General Conditions.

TERMS OF 

PAYMENT: 

In accordance with Section 6.0 of the General Conditions. 

CONSIDERATION: As full consideration for satisfactory performance of the Work 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 Contract Change Order, fully executed by both PG&E and Contractor.

TOTAL: As outlined in individual Contract Work Authorizations (CWAs)

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

THIS CONTRACT.

PACIFIC GAS AND ELECTRIC COMPANY CONTRACTOR: KPMG, LLP

Signature Signature

Name Richard Cordova Name Geno Armstrong

Title Portfolio Manager, Sourcing Operations Title Partner/Principal

Date Date 1/17/2017

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Contract – Long Form

PG&E Contract No. 4400011340

Page 2 of 52

ADMINISTRATION

PG&E 

Negotiator

Kim-Son Ziegler Contractor 

Representative

Geno Armstrong

Phone 415-973-7701 Phone (206) 852-7189

Email kim-son.ziegler@pge.com Email garmstrong@kpmg.com

Accounting Reference

PG&E Work Supervisor: As per individual CWAs Phone: As per individual CWAs

INVOICE 

INSTRUCTIONS: 

Contractor shall send 

invoices for each payment 

when due, showing the 

Contract number, to:

PACIFIC GAS AND 

ELECTRIC COMPANY

Send ORIGINAL Invoice to: PG&E Accounts Payable*

PO Box 7760

San Francisco, CA 94120-7760 

Send COPY of Invoice to: As per individual CWAs

For information regarding invoice status, call PG&E’s Paid Help Line at (800) 756-PAID (7243) or go to AP 

Web Reporting site at www.pge.com/actpay. 

*Note: Contractors using the XIGN System do not need to mail a copy of the invoice to PG&E.

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 

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Contract 4400011340 Attachment 1 – Specific Conditions

Page 3 of 52

Attachment 1 

Specific Conditions

Table of Contents 

Section One - Introduction and Purpose ...................................................... 4

Section Two - Definitions............................................................................... 4

Section Three – General Provisions.............................................................. 6

Section Four – Statement of Work: Consulting and Related Project 

Management Services .................................................................................... 7

Exhibit A - Contract Work Authorization Supplemental Terms.................11

Exhibit B - Statement of Work Template Requirements.............................15

Exhibit B1 –Sample Resource Schedule and Budget ................................17

Exhibit B2 –Sample Project Schedule.........................................................19

Exhibit C – Bill Rate Table and Other Commercial Terms .........................20

Exhibit D – Firm Activity Report.........................................................22

Exhibit E – Project Scorecard......................................................................23

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Contract 4400011340 Attachment 1 – Specific Conditions

Section One - Introduction and Purpose

1.1 These Specific Conditions establish the terms and conditions under which, KPMG 

LLP, a Delaware limited liability partnership, (“Consultant”) shall provide Pacific Gas 

and Electric Company (“PG&E”) with Consulting and related Project Management 

Services (“Services”) in support of Various PG&E departments. Each assigned Project 

will follow general steps for completion as described in these Specific Conditions and/or 

in each Contract Work Authorization (“CWA”). 

1.2 The Consultant’s personnel shall provide these Services on specific assigned 

projects(s) using applicable Typical Timing milestones as stated in each project’s 

CWA’s and as follows, as applicable: 

- Start of Project 

- Data collection design complete

- Evaluation design complete

- Data collection begins

- Data collection complete

- Specific data collection issues (e.g., pilot testing, executive interviews)

- Data Analysis complete

- Preliminary results available

- Solutions and ROI developed 

- Implementation started

- Implementation complete

- Phases complete

- Reports developed and implemented

- Project turned over date

- Presentation to management

Section Two - Definitions

The definitions in the General Conditions, Section 1.0, “Definitions,” are supplemented 

with the terms defined below:

2.1. Contract Change Order, defined as a written order, signed by authorized 

representatives of PG&E and the Consultant to the Consultant detailing changes to the 

specified work quantities or modifications in the scope of the original Contract Work 

Authorization. 

2.2. Contract Documents, defined as the Contract Documents are the documents and 

other documents as more specifically defined and described in the Contract.

2.3. Consultant, defined as the Consultant is the firm and any other Consultant 

responsible for all or any portion of the Project pursuant to a contract directly with 

PG&E. 

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2.4. Final Completion Date, defined as the Final Completion Date under this Contract 

shall be the date upon which (i) the Project has been fully completed (including punch list 

items) and accepted by PG&E’s Work Supervisor, (ii) if applicable, all systems are 

functioning satisfactorily, (iii) certificates of completion have been issued for the entire 

Project and all conditions to final certificate of completion have been satisfied, (iv) the 

Consultant has satisfactorily completed all of its Services required to be completed prior 

to the Final Completion Date hereunder, (v) all conditions to final payment to the 

Consultant pursuant to the CWA have been satisfied, and (vi) all Project Costs, including 

internal PG&E charges, have been accounted for, and final payments to all consultants 

and the Consultant have been approved by PG&E Work Supervisor. 

2.5. Return on Investment, or ROI, defined as the expected payoff from the solution as 

compared to the input of resources (the cost of the consulting project) with the value of 

the ultimate outcome (the monetary benefits) Example: Expressed as a desired return on 

investment percentage that compares the annual monetary benefits minus the cost divided 

by the actual cost and multiplied by 100. 

2.6. PG&E Relationship Manager, defined as PG&E’s employee representing PG&E’s 

interest in connection with this Master Service Agreement. 

2.7. PG&E Work Supervisor, defined as PG&E’s employee representing PG&E’s 

interest in connection with a CWA. Each CWA issued will describe a project and the 

Project Manager’s duties related to the project and will identify PG&E’s Work

Supervisor. 

2.8. Project, defined as the assignment that will be described in a CWA accompanied 

by a technical specification, statement of work, and/or requirements document that 

includes the Project Budget, project contingency reserve, project cost, project schedule 

and the final project completion date.

2.9. Consultant’s Project Manager, defined as the Consultant’s manager shall have the 

meaning set forth in the General Provisions of this Contract.

2.10. Project Schedule, defined as the project timetable 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. A Sample Project Schedule is attached hereto as, Exhibit 

B2. The Project Schedule shall be revised and updated, subject to approval by the PG&E 

Work Supervisor and Consultant, as provided in a CWA. 

2.11. Services, defined as process improvement, Operations or process improvement, 

Strategy, human resource, information technology, project management, or financial 

advisory services.

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2.12. Site, defined as the physical location where the work will be performed.

2.13. Subcontractor shall have the meaning set forth in Section 1.9 of the General 

Conditions. . 

Section Three – General Provisions

3.1 Consultant represents and warrants that it has suitable and adequate candidate 

screening and security procedures, and that it has performed background, reference, 

credit and security checks on all Consultants referred to perform Services for PG&E prior 

to assigning such Consultant to work for PG&E. Consultant represents and warrants that 

all Consultants who shall have access to PG&E facilities shall strictly adhere to PG&E’s 

security measures and operating standards. 

3.2. Coordination with PG&E. Consultant’s performance of its obligations under this 

Contract will require close coordination with various PG&E departments and 

Consultants, including without limitation PG&E's law, insurance, telecommunications, 

sourcing, project services and operations. Coordination of the Project-related activities of 

these PG&E functions is the responsibility of Consultant hereunder. 

3.3. The Consultant shall assign Project team members including but not limited to, 

Consultant’s Project Managers and Consultants of various qualifications. The Consultant 

shall provide these services, at PG&E’s discretion, during the design, budgeting, 

implementation turn over to PG&E management phases of assigned projects under a 

particular CWA.

3.4. Contract Work Authorization (“CWA”). The Services shall be performed by 

Consultant only after the execution of a CWA by Consultant and PG&E. The terms and 

conditions of this Contract shall apply independently to each CWA. The issuance of any 

CWA shall not commit PG&E to any future services by Consultant.

3.5 PG&E may issue a CWA to Consultant as a direct-award or through a competitive 

bidding process. PG&E SHALL NOT BE LIABLE FOR ANY COSTS INCURRED BY 

CONSULTANT IN PREPARATION OF A PROPOSAL OR FOR OTHER 

“MARKETING” EFFORTS PUT FORTH BY CONSULTANT.

3.6. CWA Term. Services performed under any CWA not completed within the 

effective term of this Contract shall terminate at the conclusion of the term specified in 

the CWA and any modifications thereto. This Contract shall govern Consultant’s and 

PG&E’s rights and obligations with respect to said CWA to the same extent as if the 

CWA was completed during the term of this Contract.

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3.7. Modification. PG&E and Consultant will address changes to a CWA by issuing a 

Change Order to the CWA. Unless expressly authorized in the modified CWA, all the 

terms of the original CWA and any previous CWA modifications shall remain in full 

force and effect.

3.8. If during the performance of such a task, the task’s schedule cannot be met, 

Consultant shall immediately notify PG&E’s Work Supervisor and both Consultant and 

PG&E shall agree upon a corrective course of action and a new schedule, as appropriate.

3.9. Upon request by PG&E, Consultant shall inform PG&E of the status of all 

Projects and development activities at PG&E (“Firm Activity Report”), submit current 

project evaluations (“Project Scorecard”), and meet with PG&E’s Relationship Manager 

to discuss this Master Service Agreement. PG&E shall limit its request to once per 

calendar quarter.

Section Four – Statement of Work: Consulting and Related 

Project Management Services

4.1. Consultant shall provide Services for each Project described in a CWA executed 

by both parties. 

4.2. Except as otherwise provided hereunder, Consultant shall perform the work 

activities within budget and in a timely, orderly and safe manner. Consultant shall allow 

necessary time for all PG&E required reviews to meet the Project Schedule and 

deadlines.

4.3. As soon as possible after the Consultant’s receipt of a fully executed CWA, the 

Consultant shall hold a comprehensive Kickoff meeting that shall be scheduled with 

PG&E to affirm communications and Project performance criteria. The Kickoff meeting 

will confirm PG&E’s quality standards and project objectives and include the following 

discussions: 

4.3.1. Establish the formal communication plan, meetings, conference calls and 

status reports. 

4.3.2. Exchange contact information.

4.3.3. Review safety and security issues.

4.3.4. Review roles and responsibilities.

4.3.5. Confirm and review the project scope. 

4.3.6. Review Project schedule.

4.3.7. Discuss required review meetings and deliverables.

4.3.8. Review procurement process.

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4.3.9. Confirm Deliverable Milestones.

4.3.10. Review performance and acceptance test criteria.

4.3.11. Confirm Completion Date and Project Closure and hand over (transition) 

Criteria.

4.4. For each Project, PG&E will assign a PG&E Work Supervisor and Consultant 

will assign a Consultant’s Project Manager who shall have overall responsibility for the 

project for their respective organization for Project execution and lead their respective 

organizations’ teams. PG&E’s Work Supervisor and Consultant’s Project Manager shall 

coordinate activities specified in the CWA and will act as the primary interfaces between 

PG&E and the Consultant’s project team.

4.5. The Consultant’s and PG&E’s teams shall work effectively together to coordinate 

all activities, meetings and deliverables for both teams for a seamless integration for each 

Project. Projects updates will be based on a Green, Yellow, Red scorecard. If the project 

becomes Yellow or Red Consultant’s Project Manager and PG&E’s Work Supervisor 

will meet as soon as practicable to determine a corrective course of action.

4.6 The Consultant shall manage, monitor and coordinate all project activities as 

applicable, including any Consultants and Subcontractors, and coordinate the assigned 

Project-related activities of PG&E.

4.7. The Consultant is responsible to develop as a Milestone Deliverable a Project 

Schedule. All activities associated with a Project will be directed by a Project Schedule. 

The Project Schedule will be constructed based on a mutual agreement between the 

Consultant and PG&E. A preliminary Project Schedule will be provided upon the 

Consultant’s delivery of a Project quotation and/or proposal. All Project Schedules will 

be constructed based on Milestone Deliverables. 

4.8. The Consultant shall use its reasonable efforts as commercially acceptable in the 

industry to provide prompt attention and diligence to all safety and security issues 

associated with a Project. The Consultant’s Project Manager will identify all issues with 

potential schedule impact as soon as practicable, and communicate issues to PG&E for 

prompt resolution. 

4.9. The Consultant’s Project Manager shall provide PG&E with reports detailing the 

Project(s) progress, including updated schedule, progress of all activities and 

deliverables, budget, cash flow, safety, reliability, supplier diversity, action items, open 

items, and potential change orders, any issues and the strategies and resolutions thereof. 

The CWA shall specify the frequency and content of these reports.

4.10. Intentionally Deleted. Approved

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4.11. The Consultant’s Project Manager shall prepare and submit to PG&E’s Work 

Supervisor for review and approval, any necessary revisions and updates of the Project 

Schedule and Project Budget as soon as practicable. No such revisions or updates shall be

effective unless and until approved by PG&E in its sole discretion.

4.12. Consultant’s Project Manager shall hold Project update meetings with PG&E's 

project team and prepare materials related to the meeting agenda and objectives. The 

CWA shall specify the frequency of update meetings. Update meetings may also be held 

upon PG&E’s request. 

4.13. Consultant’s Project Manager shall manage compliance with PG&E's Supplier 

Diversity Program and review and submit all documentation necessary to validate 

adherence to WMDVBE participation goals. The Consultant’s Project Manager must be 

proactive in its efforts to achieve or exceed these goals. 

4.14. Consultant’s Project Manager shall review and approve all Consultant and 

Consultant requests for payment, including verification of correct labor billing rates, fees, 

overhead, reimbursable, equipment and material charges, percentage completion and 

retainage. Bundle all invoices into a monthly progress payment request to be submitted 

to PG&E for payment. PG&E will process approve invoices for payment to such 

Consultants and Consultant. Consultant will then submit its bills electronically. All 

requests for payment should state how funds being paid are to be applied against the 

approved Project Budget. 

4.15. Project Overview. Immediately upon being retained by PG&E, Consultant’s 

Project Manager shall familiarize itself with the Project, and in connection, therewith its 

services shall include but shall not be limited to the following:

4.15.1. Obtain a thorough and complete understanding as required to successfully 

complete the Project. Such an understanding may include a detailed knowledge and 

appreciation of operational processes and serviceability requirements, how these 

business units are currently organized, including how work assignments are given and 

how work flows and the strengths and weaknesses of existing systems, processes and 

facilities.

4.15.2. Identify aspects of the work which have the potential to disrupt any ongoing operations as appropriate. Minimize any interference with such on-going 

operations. 

4.15.3. Provide day-to-day project management, and monitoring and coordination 

among the Consultant and other Consultants, all with the objective of achieving 

satisfactory and timely completion of the Project. Perform regular observations and 

inspections of the work for progress, quality and conformance with the Contract 

Documents, and exercise professional skill and expertise in order to minimize or 

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avoid defects and deficiencies in the work (provided that Consultant’s Project 

Manager shall not be required routinely to make continuous or exhaustive 

inspections.

4.15.4. Review the progress schedule, and schedule of values prepared by 

Consultant and consult with PG&E concerning their acceptability.

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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 KPMG LLP. 

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

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

As used in this Contract, the term "Change Order" includes a directive signed by PG&E 

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

the Contract Sum 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. 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. 

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

incurred shall be credited to the Project Contingency.

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2.5 Project Costs. Project Costs are those costs incurred by PG&E in carrying out the 

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

Project Budget. Project Costs shall include without limitation, (i) all hard and soft costs 

of design, (ii) the cost of Project Manager's services hereunder, (iii) moving costs, 

(iv)acquisition of equipment. (v) telecom service costs, (vi) all insurance premiums and 

deductibles (if spent) attributable to the Project, (vii) attorneys' fees incurred in 

connection with the negotiation and execution of the Contract, agreements with the 

Project Manager and any other Consultant agreements, (viii) internal PG&E charges, and 

(ix) any other out-of-pocket costs or expenses which would not have been incurred but 

for the Project, whether or not provision was made therefore in the Project Budget. 

Project Costs shall include both out-of-pocket costs incurred by PG&E, as well as 

internal PG&E charges and cost allocations, including without limitation, salaries and 

personnel expenses for PG&E staff. 

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. A Sample Project Schedule is attached 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 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 STATEMENT OF WORK AND DELIVERABLES

3.1 Services Provided Under a CWA. Consultant shall provide comprehensive 

consulting and related project management 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. 

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, 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 all such fixed fee work. A 

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CWA is issued with a not-to-exceed amount. Consultant only is paid for time actually 

spent on a project and work that is delivered and approved by PG&E. 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.). 

5.1.1 Reimbursable Expenses 

If expenses are specified and approved in a SOW, 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 SOW. 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 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. 

5.1.2 Expense Cap 

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

SOW unless otherwise approved in writing by PG&E. Expenses will be billed for out-oftown consultants only unless otherwise approved in writing by PG&E in the applicable 

SOW. No Expenses will be billed for in-town consultants. 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. Whether out-oftown or In-Town, PG&E will not be charged for a consultant’s travel time. 

5.1.3 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. Reference section 6.2.4 of the General 

Conditions. 

5.1.4 Travel

All 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. 

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5.1.7 Hotel

A maximum of $300 per night shall be reimbursable. 

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. 

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Exhibit B - Statement of Work Template Requirements

This Statement of Work (SOW) outlines the engagement between Pacific Gas and 

Electric Company (“PG&E” or “client”) with KPMG, LLP to perform the services 

described below.

The governing MSA for this work is Master Services Agreement #44XXXXXXXX 

executed on XXXX, XX, 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 line(s) of 

business/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. Anticipated Timeframe, Project Schedule [(Exhibit B2) with activities, start 

and end dates and any key dependencies]

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

project, expenses, risk, etc.]

5. 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.]

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

sponsors, and managers to make the project successful]

7. Professional Fees and Expenses [Exhibit B1]

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

9. Work Location(s) 

10. 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,

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• 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

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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 May June July Aug Sept Oct Nov Dec Total 

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

Resource Title/Name* Utilization

Partner A 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

Manager C 15% 20 200 20 20 20 20 20 20 20 20 20 20 420

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

Consultant E 10% 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 (FTE's) 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

Hours

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Contract 4400011340 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 Time Rate Adj Rate

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

Director 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

Consultant D 10% $ 175 $ 175 $ 3,500 $ 35,000 $ 3,500 $ 3,500 $ 45,500

Consultant E 10% $ 175 $ 175 $ 3,500 $ 35,000 $ 3,500 $ 3,500 $ 45,500

Analyst F 25% $ 150 $ 150 $ 3,750 $ 30,000 $ 3,750 $ 3,750 $ 41,250

Analyst G 25% $ 150 $ 150 $ 3,750 $ 30,000 $ 3,750 $ 3,750 $ 41,250

Expenses (if applicable) $ -

Project Total 100% $ 24,900 $ 237,500 $ 24,900 $ 24,900 $ - - $ - $ - $ - $ - $ - $ - $ $ 312,200

Deliverable/Milestone B

Resource Title/Name* % of Time Rate Adj Rate

Partner A 5% $ 300 $ 300 $ 2,400 $ 2,400 $ 2,400 $ 2,400 $ 2,400 $ 2,400 $ 2,400 $ 2,400 $ 19,200

Director B 10% $ 250 $ 250 $ 4,000 $ 4,000 $ 4,000 $ 4,000 $ 4,000 $ 4,000 $ 4,000 $ 4,000 $ 32,000

Manager C 15% $ 200 $ 200 $ 4,000 $ 4,000 $ 4,000 $ 4,000 $ 4,000 $ 4,000 $ 4,000 $ 4,000 $ 32,000

Consultant D 10% $ 175 $ 175 $ 3,500 $ 3,500 $ 3,500 $ 3,500 $ 3,500 $ 3,500 $ 3,500 $ 3,500 $ 28,000

Consultant E 10% $ 175 $ 175 $ 3,500 $ 3,500 $ 3,500 $ 3,500 $ 3,500 $ 3,500 $ 3,500 $ 3,500 $ 28,000

Analyst F 25% $ 150 $ 150 $ 3,750 $ 3,750 $ 3,750 $ 3,750 $ 3,750 $ 3,750 $ 3,750 $ 3,750 $ 30,000

Analyst G 25% $ 150 $ 150 $ 3,750 $ 3,750 $ 3,750 $ 3,750 $ 3,750 $ 3,750 $ 3,750 $ 3,750 $ 30,000

Expenses (if applicable)

Project Total 100% $ - $ - - $ - $ $ 24,900 $ 24,900 $ 24,900 $ 24,900 $ 24,900 $ 24,900 $ 24,900 $ 24,900 $ 199,200

Total Project Budget

Resource Title/Name* % of Time Rate Adj Rate

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

Director 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

Consultant D 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

Consultant E 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

Analyst F 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 $ 71,250

Analyst G 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 $ 71,250

Expenses (if applicable)

Project Total 100% $ 24,900 $ 237,500 $ 24,900 $ 24,900 $ 24,900 $ 24,900 $ 24,900 $ 24,900 $ 24,900 $ 24,900 $ 24,900 $ 24,900 $ 511,400

*Indicate if subcontractor

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Contract 4400011340 Attachment 1 – Specific Conditions

Exhibit B2 –Sample Project Schedule

SAMPLE PROJECT SCHEDULE

Task ID 

Number

Task 

Name

Duration in 

Days

Start 

Date

End 

Date

Finish 

Date

Chart Progress

Q 1 Q 2 Q 3

J F M A M J J A S

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Contract 44xxxxxxxx

Attachment 1 – Specific Conditions

Exhibit C – Bill Rate Table and Other Commercial Terms Hourly 

Personnel Rates: Professional fees will be charged on an hourly basis. Billed hourly rates 

shall not exceed the amounts below, without prior approval from PG&E. 

Rates: Hourly Personnel Rates shall not increase during the duration of this contract. 

Fixed fee projects shall be based on a standard eight (8) hour work day. 

Diversity Goal:

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

least two continuous improvement ideas annually for PG&E to consider

. 

KPMG LLP Partner/MD

Director / Sr. 

Manager Manager

Sr. Associate/ 

Consultant

Associate/ 

Consultant

Max Hourly Service 

Rates $ 408 $ 388 $ 331 $ 273 $ 175

Term Term Type Description Annualized Target

Other: Target 

Growth over 

Prior Year 

Diverse 

Subcontracting

Collective (All 

PG&E Projects)

Goal to subcontract to CPUC certified small and 

diverse suppliers (a percent of professional fees 

across all project types and lines of businesses).

12.0% 2.0%

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Attachment 1 – Specific Conditions

Volume Rebate: A volumetric cash adjustment will be calculated using the total 

professional fees paid by PG&E in each 12-month period, and shall not include amounts 

paid to subcontractors. Adjustments will be payable within forty-five (45) days of each 

Contract anniversary. 

Term Term Type

Collective (All 

PG&E Projects)

0.0%

2.5%

3.5%

4.5%

5.5%

6.5%

7.5%

8.5%

9.5%

10.5%

$10.5M - $12.0M

$12.0M - $13.5M

$13.5M+

Volume 

Rebate

Total PG&E professional fee spend with Consultant across all project 

types and lines of businesses is aggregated on an annual, 12 month 

basis, and a rebate is issued by Consultant according to total rebate 

from incremental spend rebate tiers. Ex: PG&E pays $2.0M in fees, the 

total rebate due for the year would be 0% x $1.5M and 2.5% x $0.5M

Spend Tiers (Total PG&E Spend):

$0 -$ 1.5M

$ 1.5M - $ 3.0M

$3.0M - $ 4.5M

$4.5M - $6.0M

$6.0M - $7.5M

$7.5M - $9.0M

$9.0M - $10.5M

Description

Year-End Cash 

Rebate

Term Term Type Standard Rate

Expenses Project

10.0%

Early Payment 

Discount

Performance 

(Invoice)

2.0%

Consultant's invoices for professional fees paid by PG&E in less than 15 

days will receive a minimum early pay discount against the accepted 

invoice; otherwise invoice will be paid by PG&E in full within 45 days 

on a dynamic sliding scale discount basis. This applies to all project 

types and lines of businesses (where a system purchase order is 

issued).

Description

Consultant's reasonable travel and other project incidental passthrough costs as a percent of total project professional fees.

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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

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Attachment 1 – Specific Conditions

Exhibit E – Project Scorecard

PG&E may request the Consultant Project Manager to complete an evaluation form for 

each CWA active during the reporting quarter. PG&E will initiate the evaluation process, 

and Consultant will respond in MS Excel. 

Evaluations will consider the following criteria:

• Cost / Program Management: Deliverables, milestones or tasks were completed in

the time allotted, are progressing as planned, or are progressing as expected under 

given conditions. 

• Cost / Scope: Deliverables, or progress towards deliverables, align with the Scope

of Work defined in the CWA. 

• Delivery / Quality: Consultant work products demonstrate value added by

Consultant in the form of insights, processes, recommendations, or action steps. 

• Delivery / Sustainability: Consultant has worked with PG&E to build capabilities

and transfer knowledge. 

• Delivery / Fit: Consultant has obtained information and conveyed advice

collaboratively and successfully within the context of PG&E's culture.

• Safety: Consultant adheres to safety standards and has embraced PG&E's safety

goals.

• Diversity: Consultant is on track to meet stated diverse spend goals.

Green: Consultant has made efforts to reduce environmental impact of work performed

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TABLE OF CONTENTS

Page No.

 1.0 DEFINITIONS ............................................................................................................................GC-1

 2.0 INDEPENDENT CONTRACTOR ...............................................................................................GC-1

 3.0 SUBCONTRACTS......................................................................................................................GC-1

 4.0 CONFLICT OF INTEREST/BUSINESS ETHICS........................................................................GC-1

 5.0 AVAILABILITY OF INFORMATION............................................................................................GC-2

 6.0 BILLING AND PAYMENT...........................................................................................................GC-2

 7.0 RESERVED ...............................................................................................................................GC-5

 8.0 NO GUARANTEE OF WORK ....................................................................................................GC-5

 9.0 ADDITIONAL WORK OR CHANGES IN WORK........................................................................GC-6

10.0 AMENDMENTS..........................................................................................................................GC-6

11.0 ASSIGNMENT ...........................................................................................................................GC-6

12.0 REPLACEMENT OF PERSONNEL ...........................................................................................GC-6

13.0 SAFETY PRECAUTIONS AND PROTECTION OF PROPERTY...............................................GC-7

14.0 DRUG AND ALCOHOL ABUSE POLICY...................................................................................GC-7

15.0 RESERVED ...............................................................................................................................GC-8

16.0 OWNERSHIP OF DELIVERABLES ...........................................................................................GC-8

17.0 RESERVED ...............................................................................................................................GC-8

18.0 USE AND REPRODUCTION RIGHTS.......................................................................................GC-8

19.0 INFRINGEMENT PROTECTION................................................................................................GC-8

20.0 RESERVED ...............................................................................................................................GC-9

21.0 ROYALTIES AND LICENSE FEES............................................................................................GC-9

22.0 DELIVERY AND RETENTION OF RECORDS ..........................................................................GC-9

23.0 PUBLIC RELEASE OF RESULTS .............................................................................................GC-9

24.0 CONSULTANT’S USE OF PG&E PROPERTY..........................................................................GC-9

25.0 CONFIDENTIALITY .................................................................................................................GC-10

26.0 RESERVED .............................................................................................................................GC-10

27.0 WARRANTY.............................................................................................................................GC-10

28.0 INDEMNIFICATION .................................................................................................................GC-10

29.0 INCIDENTAL AND CONSEQUENTIAL DAMAGES.................................................................GC-11

30.0 INSURANCE REQUIREMENTS ..............................................................................................GC-11

31.0 FORCE MAJEURE...................................................................................................................GC-13

32.0 HAZARDOUS MATERIALS .....................................................................................................GC-13

33.0 TAX WITHHOLDING................................................................................................................GC-13

34.0 INJURY AND ILLNESS PREVENTION PROGRAM ................................................................GC-13

35.0 COMPLIANCE WITH LAWS ....................................................................................................GC-14

36.0 CHOICE OF LAWS..................................................................................................................GC-14

37.0 DISPUTE RESOLUTION .........................................................................................................GC-14

38.0 NON-WAIVER..........................................................................................................................GC-14

39.0 ENFORCEABILITY ..................................................................................................................GC-14

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Page 2 of 2

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Page 3 of 2

TABLE OF CONTENTS (cont’d)

Page No.

40.0 CANCELLATION AND TERMINATION OF CONTRACT.........................................................GC-15

41.0 INTEGRATION.........................................................................................................................GC-16

42.0 SURVIVAL ...............................................................................................................................GC-16

43.0 ADDITIONAL TERMS.............................................................................................GC-16

EXHIBIT 1 PG&E Supplier Diversity Purchasing Policy

EXHIBIT 1A List of Subcontractors/Subsuppliers and Disbursement Record

EXHIBIT 2 Policy Regarding Utilization Of Small Business Concerns and Small Disadvantaged 

Business Concerns

EXHIBIT 3 Injury and Illness Prevention Program Compliance Certificate

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GC-1

1.0 DEFINITIONS

1.1 "Change Order": A revision or modification to the Contract signed by both parties.

1.2 "Consultant" or “Contractor”: Party or parties entering into this Contract with PG&E for the 

Work.

1.3 “Contract”: This agreement between PG&E and Consultant, including the Specification and 

appendices, together with any other material specifically incorporated therein.

1.4 “Party” or “Parties”: PG&E or Consultant or both.

1.5 “PG&E”: Pacific Gas and Electric Company.

1.6 “Specification”: Specific Conditions with work description and performance obligations.

1.7 "Subcontract": An agreement between Consultant and Subcontractor or between 

Subcontractors at any level for a portion of the Work under this Contract.

1.8 “Statement of Work”: a mutually agreed upon document defining the Services and 

Deliverables, if any, to be provided by Contractor, Contractor’s compensation, delivery 

dates, performance milestones, deadlines, if any, additional terms and conditions 

applicable to specific engagements, if any, and such other details and pertinent information 

to be performed and/or delivered pursuant to this Agreement and that SOW as the parties 

deem appropriate.

1.9 "Subcontractor": Party or parties entering into a Subcontract with Consultant or another 

Subcontractor to perform a portion of the Work covered by the Contract.

1.10 "Work": Consulting services including labor, supervision, materials, equipment, actions and 

other requirements to be performed and furnished by Consultant under this Contract.

2.0 INDEPENDENT CONTRACTOR: In assuming and performing the obligations of this Contract, 

Consultant is an independent contractor and shall not be eligible for any benefits which PG&E may 

provide its employees, except as expressly provided for in this Contract. All persons, if any, hired 

by Consultant shall be employees or Subcontractors of Consultant and shall not be construed as 

employees or agents of PG&E in any respect.

3.0 SUBCONTRACTS: Consultant shall not enter into Subcontracts without the prior written approval 

of PG&E. PG&E’s approval of any Subcontract shall not relieve Consultant of its obligations to 

PG&E under this Contract. The provisions and obligations of this Contract shall apply to any 

Subcontract and Consultant shall be responsible to PG&E for any damages to PG&E arising out of 

Subcontracts not in accordance with this Contract. Nothing in this Contract shall create any 

contractual relations between a Subcontractor and PG&E.

4.0 CONFLICT OF INTEREST/BUSINESS ETHICS

4.1 REASONABLE CARE: Consultant shall exercise reasonable care and diligence to prevent 

any actions or conditions which could result in a conflict with PG&E's interest.

4.2 OTHER EMPLOYMENT: During the term of this Contract, Consultant or its employees will 

not accept any employment or engage in any work which creates a conflict of interest with 

PG&E or in any way compromises the Work to be performed under this Contract.

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GC-2

4.3 GIFTS: Consultant or its employees shall not offer or cause to be offered gifts, 

entertainment, payments, loans and/or other services, benefits or considerations of more 

than a nominal value to PG&E's employees, their families, vendors, Subcontractors and 

other third parties acting on PG&E’s behalf.

4.4 ACCURATE DOCUMENTATION: All financial statements, reports, billings, and other 

documents rendered shall properly reflect the facts about all activities and transactions 

handled for the account of PG&E.

4.5 NOTIFICATION: The Consultant shall immediately notify PG&E of any and all violations of 

this clause upon becoming aware of such violation.

5.0 AVAILABILITY OF INFORMATION

5.1 ACCESS: PG&E's duly authorized representatives shall have, during the term of the 

Contract and for three years thereafter, access at all reasonable times to all of the 

Consultant's and its Subcontractors' personnel, accounts and records of all description, 

including but not limited to records, pertaining to the Contract to verify or review the 

progress of the Work, reimbursable costs, amounts claimed by the Consultant, estimates of 

cost for fixed rates including those applicable to proposed changes included in this 

Contract. 

5.2 APPLICABILITY: This Section 5 shall apply to all PG&E contracts but shall not apply to 

pricing for contracts performed solely on a lump-sum basis. However, where lump-sum 

and time and materials work (unit price, reimbursable cost, fixed rates, etc.) are performed 

together, either as a part of this Contract or as separate contracts, then the above audit 

right shall also extend to PG&E access to all Consultant's records pertaining to all PG&E 

contracts including the lump-sum for assurance that the portions of the Work performed on 

a time and materials basis are not being charged with time, material or other units or cost 

which are intended to be covered by lump-sum or fixed rates, etc., provided herein, 

supplement hereto or in such other agreements.

5.3 ACCOUNTING: The Consultant's and its Subcontractors' accounts shall be kept in such a 

manner and in sufficient detail to clearly disclose the nature and amounts of the different 

items of service and cost pertaining to the Contract and the basis for charges or allocations 

to the Contract. 

5.4 TIME PERIOD: The Consultant and its Subcontractors shall preserve all such accounts 

and records for a period of three years after the term of the Contract. PG&E's duly 

authorized representatives (which are not, in Consultant’s discretion, direct competitors of 

Consultant) shall have the right to reproduce any such accounts and records. 

5.5 ADJUSTMENTS: Consultant shall promptly adjust any undisputed inaccuracy in the 

billings. 

5.6 SUBCONTRACTORS: The Consultant shall include the necessary provisions in its 

Subcontracts to ensure that its Subcontractors comply with this Section 5.

6.0 BILLING AND PAYMENT

6.1 BILLING AND PAYMENT FOR LUMP SUM WORK: The terms of this Paragraph 6.1 shall 

apply to all Work performed on a lump sum basis.

6.1.1 INVOICE SUBMITTAL INSTRUCTIONS: Consultant shall submit a monthly 

invoice to PG&E for compensation earned in the preceding calendar month. 

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Consultant shall submit invoices to PG&E in accordance with the requirements of 

this Paragraph 6.1 and with the instructions printed in the Contract or Contract 

Change Order. The Consultant shall include the Contract number, and if 

applicable the Contract Work Authorization number, on the invoice.

6.1.2 INVOICE DEFICIENCIES: Should PG&E determine that Consultant’s invoice 

does not meet the invoicing requirements of this Contract, PG&E will notify 

Consultant of the deficiencies or return the invoice to Consultant with noted 

deficiencies. Consultant shall provide to PG&E such documents or information 

correcting such deficiencies, or for invoices returned to Consultant, Consultant 

shall resubmit a corrected invoice.

6.1.3 PG&E PAYMENT: 

Payment by PG&E to Consultant for Work performed on a lump sum basis will be 

monthly, in the full amount of the cost of the Work performed less any negotiated 

percentage withholding, computed in accordance with the terms of the Contract, 

and satisfactorily completed during each month. PG&E reserves the right to 

discount payment(s) to Consultant by Two (2) percent of the invoice total amount 

for payment(s) made to Consultant within Fifteen (15) days; or payable to 

Consultant within Forty-Five (45) days. All payments will be made, subject to 

PG&E approval after receipt of a correct invoice. Payment of the balance of the 

amount will occur at the end of the Contract after all Work is satisfactorily 

completed.

.

6.1.4 BILLING RATES AND CONFLICTS: Consultant’s lump sum price(s) stated in the 

Contract fee schedule shall not change during the term of this Contract without 

prior written approval by PG&E. The lump sum price(s) shall be inclusive of all 

Consultant’s overhead costs, administrative and general fees, and profit. To the 

extent such lump sum price(s), or any invoice or other billing instrument as 

provided for in this Section 6 contains terms and conditions which are in addition 

to or in conflict with the terms and conditions in this Contract, whether Specific or 

General, those terms and conditions in the fee schedule, invoice, or other billing 

instrument shall be null and void.

6.2 BILLING AND PAYMENT FOR TIME AND MATERIALS AND UNIT PRICE WORK: The 

terms of this Paragraph 6.2 shall apply to all Work performed on a time and materials or 

unit price basis.

6.2.1 INVOICE SUBMITTAL INSTRUCTIONS: Consultant shall submit invoices to 

PG&E in accordance with the requirements of this Paragraph 6.2 and with the 

instructions printed in the Contract or Contract Change Order. The Consultant 

shall include the Contract number, and if applicable the Contract Work 

Authorization number, on the invoice.

6.2.2 MONTHLY INVOICE: Consultant shall submit a monthly invoice to PG&E for 

compensation earned and reimbursable expenses incurred in the preceding 

calendar month. Each invoice shall be broken down by Contract tasks; for each 

task the invoice shall include the following information:

6.2.2.1 Status

Task descriptions.

Allocation between balancing account and non-balancing account

activities if needed.

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GC-4

6.2.2.2 Labor

Employee name and title.

Number of hours spent.

Billing rate.

6.2.2.3 Reimbursable Expenses

Unit cost and quantity of each item of expense.

6.2.3 BILLING RATES AND CONFLICTS: Consultant's billing rates or fees stated in 

the CWA fee schedule shall not change during the term of the CWA without prior 

written approval by PG&E. These billing rates and fees shall be inclusive of all 

Consultant’s overhead costs, administrative and general fees, and profit. To the 

extent such fee schedule, or any invoice or other billing instrument as provided for 

in this Section 6 contains terms and conditions which are in addition to or in 

conflict with the terms and conditions in this Contract, whether Specific or 

General, those terms and conditions in the fee schedule, invoice, or other billing 

instrument shall be null and void.

6.2.3.1 Overtime hours shall be billed at straight-time rates, unless otherwise 

approved by PG&E prior to the use of overtime, and limited to those 

hours for which Consultant's employee is actually compensated. If 

applicable, Consultant's overhead cost shall not be applied to the 

premium portion of the overtime cost.

6.2.3.2 Individuals other than employees of Consultant (nonemployees) 

retained by Consultant, such as Subcontractors, outside consultants, 

or agency personnel, shall not be billed as Consultant's employees and 

shall be shown separately on the invoice. Such nonemployees 

working in Consultant's established office under Consultant's direct 

supervision shall be billed to PG&E at the cost charged to Consultant. 

All nonemployees shall be billed at Consultant's direct costs.

6.2.4 EXPENSES: All reimbursable expenses shall be reasonable, ordinary, and 

necessary and shall be billed at cost. All reimbursable expenses other than those 

listed in this paragraph 6.2.4 shall be authorized in writing by PG&E’s authorized 

representative prior to expenditure by the Consultant; any expenses not so 

approved by PG&E shall not be reimbursed.

6.2.4.1 Overhead costs will not be reimbursed as expenses. Miscellaneous 

costs, such as routine telephone communications, routine copying, 

electronic mail, facsimile transmissions, computer time and use of inhouse technical software are considered to be part of Consultant’s 

overhead costs.

6.2.4.2 Where Contractor is reimbursed for expenses, it is Contractor's 

policy to bill clients the amount incurred at the time the good or service is 

purchased. If Contractor subsequently receives a volume rebate or other 

incentive payment from a vendor relating to such expenses, Contractor does not 

credit such payment to PG&E. Instead, Contractor applies such payments to 

reduce its overhead costs, which costs are taken into account in determining 

Contractor’s standard billing rates and certain transaction charges that may be 

charged to clients.

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GC-5

6.2.5 TRAVEL TIME AND COSTS: All air travel costs within or outside of the United 

States will be reimbursed only on a coach fare basis. Travel time to and from the 

Work site shall be at Consultant’s expense.

6.2.6 MILEAGE AND USE OF PERSONAL CAR: In the event Consultant uses its 

personal car in the performance of Work under the Contract and such use is 

included as a reimbursable expense, normal commuting such as trips from home 

to first business stop and from the last business stop to home represents personal 

use of car and shall not be reimbursed. All other reimbursable mileage shall be at 

the current IRS rate.

6.2.7 SUPPORTING DOCUMENTATION: For each expense item over $100, 

supporting data and documentation shall be retained by Consultant for the term of 

the audit period defined in Section 5.1 and provided upon PG&E’s request. 

6.2.7.1 Each invoice shall be assembled such that attached supporting 

documentation shall be placed in the order listed in the invoice, and 

each item of expense chargeable to PG&E shall be highlighted or 

clearly delineated.

6.2.8 INVOICE DEFICIENCIES: Should PG&E determine that Consultant's invoice 

does not meet the invoicing requirements of this Contract, PG&E will notify 

Consultant of the deficiencies or return the invoice to Consultant with noted 

deficiencies. Consultant shall provide to PG&E such documents or information 

correcting such deficiencies, or for invoices returned to Consultant, Consultant 

shall resubmit a corrected invoice.

6.2.9 UNIT PRICE BASIS: When invoices include Work performed on a unit price 

basis, Consultant shall attach to the invoice a list stating the unit price item 

numbers, unit prices, quantities, dollar amounts and other information as required 

to identify the Work.

6.2.10 PG&E PAYMENT: Payment by PG&E to Consultant for Work performed on a 

time and materials or unit price basis will be monthly, in the full amount due for 

Work performed less any negotiated percentage withholding, computed in 

accordance with the terms of the Contract, and satisfactorily completed during 

each month including reimbursable expenses, if any. After receipt and approval of 

the Consultant’s itemized invoice, PG&E reserves the right to discount payment(s) 

to Consultant by Two (2) percent of the invoice total amount for payment(s) made 

to Consultant within Fifteen (15) days; or payable to Consultant within Forty-Five 

(45) days. Payment of any remaining balance of the amount due will occur at the 

end of the Contract after all Work is satisfactorily completed.

7.0 RESERVED.

8.0 NO GUARANTEE OF WORK: THIS IS NOT AN EXCLUSIVE CONTRACT. THIS CONTRACT 

DOES NOT GUARANTEE THE CONSULTANT ANY WORK NOR IS THERE ANY GUARANTEE 

AS TO ANY VOLUME OR DURATION OF WORK.

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9.0 ADDITIONAL WORK OR CHANGES IN WORK

9.1 PROCEDURE FOR ADDITIONAL WORK: BEFORE PROCEEDING WITH ANY WORK 

INVOLVING POSSIBLE CLAIMS FOR EXTRA COMPENSATION NOT SPECIFIED IN 

THE CONTRACT, CONSULTANT SHALL SUBMIT IN WRITING TO PG&E A DETAILED 

ESTIMATE OF THE COST FOR SUCH WORK. Consultant shall provide PG&E with a 

detailed breakdown and estimated cost of such anticipated contract work, including 

extensions and Change Orders, as follows:

9.1.1 Description of work to be performed including detailed breakdown by identifiable 

tasks.

9.1.2 Estimated cost of each task.

9.1.3 Expected date of completion of each task.

9.2 APPROVAL NEEDED FOR ADDITIONAL WORK: Consultant shall not proceed with any 

such additional work prior to receiving written authorization or a Change Order issued to 

Consultant by PG&E. CONSULTANT AGREES THAT ALL COSTS FOR ANY SUCH 

MODIFICATION OR CHANGE THAT IS PERFORMED BY CONSULTANT WITHOUT 

PG&E’S PRIOR WRITTEN APPROVAL SHALL BE AT CONSULTANT’S SOLE RISK AND 

EXPENSE.

9.3 PG&E CHANGES TO WORK: PG&E reserves the right to make such changes in Work, 

specifications, or level of effort, as may be necessary or desirable and any difference in 

Contract price resulting from such changes shall be approved in writing by both parties 

before the Work is begun.

10.0 AMENDMENTS: NO MODIFICATION OR CHANGE TO THIS CONTRACT SHALL BE BINDING 

OR EFFECTIVE UNLESS EXPRESSLY SET FORTH IN WRITING BY CHANGE ORDER AND 

SIGNED BY A REPRESENTATIVE OF BOTH PARTIES AUTHORIZED TO EXECUTE THE 

CONTRACT.

11.0 ASSIGNMENT: Neither party may assign any of its rights, voluntarily or involuntarily, whether by 

operation of law or any other manner, or delegate any performance under this Contract, without 

the prior written consent of the other party. Any purported assignment or delegation of 

performance in violation of this provision is void. Subject to the foregoing, this Contract is binding 

upon and shall inure to the benefit of the successors and assigns of the parties.

Consultant may utilize third party service providers within and without the United States to provide, 

at Consultant’s direction, administrative and clerical support services to Consultant. These third 

party service providers may in the performance of such services have limited access to 

information, including but not limited to Confidential Information, received by Consultant from or at 

the request or direction of PG&E.

12.0 REPLACEMENT OF PERSONNEL

12.1 BY CONSULTANT: Consultant acknowledges that in the event that the individuals who are 

initially assigned by Consultant to perform services under this Contract are removed, 

replaced or reassigned by Consultant, Consultant shall discuss such action with PG&E and 

shall use reasonable efforts to replace such personnel promptly. Consultant will make 

reasonable efforts to maintain continuity in its staffing and will provide PG&E with ample 

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notification if any such changes are made. Consultant agrees not to charge PG&E for the 

time spent in familiarizing replacement personnel with the Work.

12.2 BY PG&E: If PG&E finds Consultant’s employee to be unsatisfactory, Consultant shall 

discuss such dissatisfaction with PG&E and, after such discussion, Consultant shall use 

reasonable efforts to promptly replace said employee within ten (10) business days from 

the date of PG&E’s request. This provision does not in any way require, endorse or 

approve (expressed or implied) the termination of employment by the Consultant of any 

employee replaced under the terms of this paragraph. 

13.0 SAFETY PRECAUTIONS AND PROTECTION OF PROPERTY: Consultant shall plan and 

conduct its Work to safeguard persons and property from injury. Consultant shall direct 

performance of Work in compliance with reasonable safety and work practices and applicable 

federal, state and local laws, rules and regulations, including but not limited to, "Occupational 

Safety and Health Standards" promulgated by the U.S. Secretary of Labor and the California

Division of Occupational Safety and Health. PG&E may designate safety precautions in addition 

to those in use or proposed by Consultant. PG&E reserves the right to inspect the Work and to 

halt Work to ensure compliance with reasonable and safe work practices and with applicable 

federal, state, and local laws, rules and regulations. Neither the requirement that Consultant follow 

said practices and applicable laws, rules and regulations, and any special instructions given by 

PG&E nor the adherence thereto by Consultant shall relieve Consultant of the sole responsibility to 

maintain safe and efficient working conditions.

14.0 DRUG AND ALCOHOL ABUSE POLICY

14.1 PREFACE: Pacific Gas and Electric Company is committed to maintain and promote job 

safety and health for all workers at its facilities. In addition, PG&E is determined to protect 

its employees, customers, and the general public while they are on PG&E property from 

any harm caused by illegal drug and alcohol use by non-PG&E personnel. To accomplish

these objectives, PG&E has established the following drug and alcohol abuse policy for 

access to PG&E facilities by its Consultant and Subcontractor personnel.

14.2 COVERAGE: This policy applies to the personnel of all PG&E Consultants, Contractors 

and Subcontractors performing any Work or services at PG&E offices and/or any other 

PG&E facilities.

14.3 POLICY:

14.3.1 PG&E may deny access to, or remove from, its facilities the personnel of any 

Consultant, Contractor or Subcontractor, who PG&E has reasonable grounds to 

believe has:

14.3.1.1 Engaged in alcohol abuse or illegal drug activity which in any way 

impairs PG&E's ability to maintain safe work facilities, to protect the 

health and well-being of PG&E employees, customers, and the general 

public, and to promote the public's confidence in PG&E's service and 

operations; or

14.3.1.2 Been found guilty, pled guilty, or pled nolo contendere to a charge of 

sale or distribution of any illegal drug or controlled substance as 

defined under Federal or California law within the past five years, 

unless the criminal record was later expunged or sealed by a court 

order.

14.3.2 The following activities are prohibited at all facilities owned or leased by PG&E:

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14.3.2.1 Possessing, furnishing, selling, offering, purchasing, using or being 

under the influence of illegal drugs or other controlled substances as 

defined under Federal or California law;

14.3.2.2 Possessing, furnishing, selling, offering, or using alcoholic beverages, 

or being under the influence of alcohol.

14.3.3 Where reasonable cause exists that paragraph 14.3.2 of this policy has been 

violated, the Consultant will take appropriate actions to determine if there has 

shall take appropriate actions to determine if there has, in fact, been a violation. If 

Consultant determines that there has been a violation, then Consultant will 

remove such individual from PG&E’s premises.

14.3.4 Any individual who has been denied access to, or removed from, PG&E facilities 

for violating this policy may obtain permission to enter or reenter provided the 

individual establishes, to the satisfaction of their employer and PG&E, that the 

previous activity which formed the basis for denying access or removal has been 

corrected and his or her future conduct will conform with this policy. PG&E retains 

the right of final approval for the entry or reentry of any individual previously 

denied access to or removed from PG&E facilities.

15.0 RESERVED.

16.0 OWNERSHIP OF DELIVERABLES: PG&E shall own all data, reports, information, manuals, or 

other written, recorded, photographic or visual materials, or other deliverables produced as 

specifically prepared by Consultant as set forth under the applicable Statement of Work 

(collectively, the “Deliverables”). Consultant shall retain an irrevocable, perpetual, royalty free 

license to use the deliverables, subject to the confidentiality provisions of Section 25 of these 

General Conditions. PG&E grants Consultant a royalty free, irrevocable, non-transferable, nonexclusive license to use the Deliverables without attribution to PG&E. Consultant shall retain all 

right, title, and interest in and to all preexisting methodologies, processes, techniques, ideas, 

concepts, trade secrets and know-how used by Consultant in the production of the deliverables or 

prior to the effective date hereof, and working papers, administrative files and communications

(“Consultant Knowledge”). Subject to the confidentiality restrictions contained in Section 25, 

Consultant may use the Deliverables and the Consultant Knowledge for any purpose. 

17.0 RESERVED.

18.0 USE AND REPRODUCTION RIGHTS: For any Consultant Knowledge used, incorporated into, 

required for use of, or provided with any Services and/or Deliverables provided to PG&E

hereunder, Consultant hereby grants, on behalf of itself and its suppliers, under intellectual 

property rights, to PG&E and its affiliates and their respective personnel a worldwide, perpetual, 

royalty-free license to use, modify, reproduce, disclose, display, publish, produce derivative works 

of or otherwise disseminate, distribute or transfer such Consultant Knowledge as used for PG&E’s 

and/or its affiliates’ business purposes, only, as incorporated into or provided with the applicable 

Services and/or Deliverables provided hereunder. 

19.0 INFRINGEMENT PROTECTION: Consultant represents to PG&E that the Services, Consultant 

Knowledge and Deliverables will not infringe upon the copyright, patent or license, or otherwise 

violate the proprietary rights, including trade secret rights, of any person or entity. Consultant 

agrees to indemnify and hold PG&E, its parent company, subsidiaries and/or affiliates, harmless 

from and against any and all liabilities, costs and damages (collectively, the “Liabilities”) arising out 

of any such infringement, and from any suit, demand or claim made against PG&E, its parent 

company, subsidiaries and/or affiliates, alleging any such infringement or violation. In addition to 

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the foregoing, if there is such a suit, demand or claim, Consultant agrees, as soon as possible, to 

either procure for PG&E the right to continue using the material, replace the material with noninfringing material or modify it so it becomes non-infringing; provided, however that the replaced or 

modified material shall be equal to that contracted for hereunder and satisfactory to PG&E. 

Consultant further agrees to pay any judgment or reasonable settlement offer resulting from a suit, 

demand or claim, and pay any reasonable attorney's fees incurred by PG&E in defense against 

such suit. The foregoing provisions shall not apply to any infringement arising out of any alteration, 

modification or revision of the Deliverables not expressly authorized in writing by Contractor, which 

but for such alteration, modification or revision the claim would not have arisen. 

20.0 RESERVED. 

21.0 ROYALTIES AND LICENSE FEES: Royalties, license fees or other charges for patents, 

copyrights and other intellectual property for designs, processes, technology, published or 

unpublished data, information or technical materials including, but not limited to, manuals, 

computer programs, or other deliverables furnished by Consultant, or for processes or methods 

employed by Consultant in performing the services, shall be included in the Contract price.

22.0 DELIVERY AND RETENTION OF RECORDS: To the extent PG&E does not otherwise 

specifically request delivery of records or results, Consultant agrees to retain all records and 

results of Work performed under this Contract for a period of not less than two years from the date 

the Work is accepted by PG&E. Within thirty (30) days from the date of PG&E's written request, 

Consultant will grant access to working papers related to Work performed hereunder to PG&E.

23.0 PUBLIC RELEASE OF RESULTS: Except as may be required by applicable law or regulation or 

professional standard, Consultant agrees not to release any results of the Work without first 

providing PG&E with the material sought to be released and a description of the publication for 

PG&E's prior approval. 

24.0 CONSULTANT'S USE OF PG&E PROPERTY: Subject to the provisions of Paragraph 25 below, 

all records, reports, computer programs, written procedures and similar materials, documents or 

data, in whatever form, provided by PG&E for Consultant's use in the performance of services 

under this Contract shall remain the confidential property of PG&E and shall be returned to PG&E 

immediately upon completion of Consultant's use for the performance of the Work or earlier upon 

the request of PG&E, except that one copy of which may be kept for Consultant’s work papers.

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25.0 CONFIDENTIALITY: In the course of performing the services under this Contract , either party 

(the “Receiving Party”), may have access to confidential commercial or personal information 

concerning, but not limited to, technological, ratemaking, legislative and personnel matters and 

practices of the other party (the “Disclosing Party”), its parent company, subsidiaries, affiliates, or 

members of the public. The Receiving Party agrees not to disclose any such confidential 

information or otherwise make it available to any other person, including any affiliate of the 

Disclosing Party that produces energy or energy-related products or services, without the prior 

written approval of the Disclosing Party. Notwithstanding the foregoing, Confidential Information 

does not include information which: (i) is already known to the Receiving Party at the time of 

disclosure by the Disclosing Party; (ii) is or becomes publicly known through no wrongful act of the 

Receiving Party; (iii) is independently developed by the Receiving Party without benefit of the 

Disclosing Party’s Confidential Information; (iv) relates to the tax treatment or tax structure of any 

transaction; (v) is received by the Receiving Party from a third party without restriction and without 

a breach of an obligation of confidentiality. Consultant agrees to make a good faith effort to 

exclude any Consultant Knowledge from its Deliverables that would create confidentiality concerns 

for Consultant if PG&E disclosed such Deliverables to other consulting firms, or released that 

information into the public domain through regulatory or other required disclosure. Any 

subcontractor of the consultant agree to be bound by confidentiality provisions no less restrictive 

than the foregoing. 

26.0 RESERVED.

27.0 WARRANTY: Consultant warrants to PG&E that the Work under this Contract shall be performed 

in a competent and workmanlike manner in accordance with American Institute of Certified Public 

Accountants (“AICPA”) and other professional standards applicable to Contractor’s performance of 

the Services and in accordance with the terms of the applicable Statement of Work and this 

Agreement. In addition, Consultant warrants to PG&E that (a) the personnel assigned to perform 

the Services are duly qualified and competent to perform the Services; (b) the Services will 

conform to the Specification, milestones and delivery dates that are set forth in the applicable 

SOW; and (c) Consultant and its personnel will take all necessary precautions to prevent injury to 

any person (including, without limitation, PG&E’s employees) or damage to any property 

(including, without limitation, PG&E’s physical property) while performing Services on or around a 

site or in contact with any PG&E employee, consultant or agent. 

28.0 INDEMNIFICATION:

28.1 Contractor shall indemnify, hold harmless and defend PG&E, its affiliates, subsidiaries, 

parent company, officers, managers, directors, agents, and employees, from and against all claims, 

demands, losses, damages, costs, expenses, and liability (legal, contractual, or otherwise), which arise 

from or are in any way connected with any:

(i) injury to or death of persons, including but not limited to employees of PG&E or 

Contractor; and

(ii) violation of local, state or federal common law, statute or regulation;

so long as such injury or violation (as set forth in (i) and (ii) above) arises from or is in any way connected 

with Contractor's performance of, or failure to perform, this Contract, to the extent caused by the negligent 

acts or omissions or willful misconduct of Contractor, its employees, agents or Subcontractors. 

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28.2 PG&E agrees to indemnify and hold Consultant harmless from third party claims to the 

extent such third party claim results directly from that third party’s use or reliance upon the Work 

disclosed by PG&E to the said party. Contractor shall promptly notify PG&E, in writing, of any claim, 

demand, proceeding or suit of which the Contractor becomes aware which may give rise to a right of 

defense pursuant to this section (“Claim”). Notice of any Claim that is a legal proceeding, by suit or 

otherwise, must be provided to PG&E within thirty (30) days of the Contractor’s first learning of such 

proceeding. Notice must include an offer to tender the defense of the Claim to PG&E. PG&E, if it accepts 

such tender, may take over sole control of the defense of the Claim, provided further that Contractor may 

participate in such defense with counsel of its own selection at its sole cost and expense. That control 

includes the right to take any and all actions necessary to completely and finally resolve the Claim by 

settlement or compromise, provided further that any settlement or compromise other than payment of 

money damages shall be subject to Contractor’s written consent; provided such consent shall not be 

unreasonably conditioned, delayed or withheld. Upon acceptance of tender, the Contractor will cooperate 

with PG&E, at PG&E’s expense, with respect to such defense and settlement. If a Claim is settled and to 

the extent permitted by law, both parties will not publicize the settlement and will make every effort, to the 

extent consistent with applicable law, to ensure the settlement agreement contains a non-disclosure 

provision. The foregoing indemnification obligation shall apply regardless of whether the third party claim 

alleges a breach of contract, violation of statute or tort (including without limitation negligence) by 

Consultant.

29.0 LIMIT OF LIABILITY

29.1 INCIDENTAL AND CONSEQUENTIAL DAMAGES: NEITHER PARTY SHALL BE LIABLE 

TO THE OTHER FOR ANY INCIDENTAL, SPECIAL NOR CONSEQUENTIAL DAMAGES 

INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUES OR PROFITS, 

COMMITMENTS TO SUBCONTRACTORS, RENTAL OR LEASE AGREEMENT(S), AND 

PERSONAL SERVICES CONTRACTS, UNLESS EXPRESSLY AUTHORIZED IN 

WRITING BY EITHER PARTY. THE PROVISIONS OF THIS PARAGRAPH SHALL 

APPLY REGARDLESS OF THE FORM OF ACTION, DAMAGE, CLAIM, LIABILITY, COST, 

EXPENSE, OR LOSS ASSERTED, WHETHER IN CONTRACT, STATUTE, TORT 

(INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE. 

29.2 THE LIMIT OF LIABILITY OF EITHER PARTY SHALL NOT EXCEED TWO TIMES (2X) 

THE TOTAL FEES PAID OR PAYABLE TO CONSULTANT UNDER THE APPLICABLE 

STATEMENT OF WORK. HOWEVER, THIS LIMIT SHALL NOT APPLY TO DAMAGES 

RESULTING FROM A BREACH OF CONTRACTOR’S OBLIGATIONS UNDER SECTION 

25 HEREOF. THE PROVISIONS OF THIS PARAGRAPH SHALL APPLY REGARDLESS 

OF THE FORM OF ACTION, DAMAGE, CLAIM, LIABILITY, COST, EXPENSE, OR LOSS 

ASSERTED, WHETHER IN CONTRACT, STATUTE, TORT (INCLUDING BUT NOT 

LIMITED TO NEGLIGENCE) OR OTHERWISE. 

30.0 INSURANCE REQUIREMENTS:

Consultant shall maintain the following insurance coverage. Consultant is also responsible for its 

Subcontractors maintaining sufficient limits of the appropriate insurance coverage.

30.1 Workers’ Compensation and Employers’ Liability

30.1.1 Workers’ Compensation insurance or self-insurance indicating compliance with 

any applicable labor codes, acts, laws or statutes, state or federal, where 

Consultant performs Work.

30.1.2 Employers’ Liability insurance shall not be less than $1,000,000 for injury or death 

each accident.

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30.2 Commercial General Liability

30.2.1 Coverage shall be at least as broad as the Insurance Services Office (ISO) 

Commercial General Liability Coverage “occurrence” form, with no coverage 

deletions.

30.2.2 The limit shall not be less than $1,000,000 each occurrence/$2,000,000 

aggregate for bodily injury, property damage and personal injury.

30.2.3 Coverage shall: a) By “Additional Insured” endorsement add as insureds PG&E, its 

affiliates, subsidiaries, and parent company, and PG&E’s directors, officers, and employees 

with respect to liability arising out of or connected with the Work performed by or for the 

Consultant. (ISO Form CG2010 or equivalent is preferred). In the event the Commercial 

General Liability policy includes a “blanket endorsement by contract,” the following 

language added to the certificate of insurance will satisfy PG&E’s additional insured 

requirement: “PG&E, its affiliates, subsidiaries, and parent company, and PG&E’s 

directors, officers, agents and employees with respect to liability arising out of the work 

performed by or for the Consultant are additional insureds under a blanket endorsement.”; 

b) Be endorsed to specify that the Consultant’s insurance is primary and that any insurance 

or self-insurance maintained by PG&E shall not contribute with it; provided the loss was 

caused solely by Consultant. 

30.3 Business Auto

30.3.1 Coverage shall be at least as broad as the Insurance Services Office (ISO) 

Business Auto Coverage form covering Automobile Liability, code 1 “any auto.”

30.3.2 The limit shall not be less than $1,000,000 each accident for bodily injury and 

property damage.

30.4 Professional Liability Insurance

Coverage shall cover any and all errors, omissions or negligent acts in the delivery of 

products, services and licensed programs under this agreement. Such errors and 

omissions insurance shall include coverage for claims and losses with respect to network 

risks (such as data breaches, unauthorized access/use, ID theft, invasion of privacy, 

damage/loss/theft of data, degradation, downtime, etc.) and intellectual property 

infringement, such as copyrights, trademarks, service marks and trade dress. 

The limit of insurance shall not be less than $3,000,000 per occurrence and in the 

aggregate. 

The policy shall have a retroactive coverage date no later than the effective date and be 

renewed annually for a period of 3 years following completion of services.

30.5 Additional Insurance Provisions

30.5.1 Before commencing performance of Work, Consultant shall furnish PG&E with 

certificates/verifications of insurance of all required insurance for Consultant.

30.5.2 The documentation shall state that in the event coverage is canceled notice shall 

be provided by Consultant as provided in the applicable policy.

 

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30.5.3 PG&E uses a third party vendor, Exigis, to confirm and collect insurance 

documents. Certificates of insurance and endorsements shall be signed and 

submitted by a person authorized by that insurer to issue certificates of insurance 

and endorsements on its behalf, and submitted via email or fax to:

Certificate Holder:

PG&E

c/o EXIGIS LLC

support@exigis.com

Fax: 646-755-3327

A copy of all such insurance documents shall be sent to PG&E’s Contract 

negotiator and/or Contract administrator.

30.5.4 Upon request, Consultant shall furnish PG&E the same evidence of insurance for 

its Subcontractors as PG&E requires of Consultant.

31.0 FORCE MAJEURE: Neither PG&E nor Consultant shall be considered in default in the 

performance of its obligations under this Contract, except obligations to make payments 

hereunder for Work previously performed, to the extent that the performance of any such 

obligation is prevented or delayed by any cause, existing or future, which is beyond the 

reasonable control of the affected Party. In the event either Party claims that performance of its 

obligations was prevented or delayed by any such cause, that Party shall promptly notify the other 

Party of that fact, and of the circumstances preventing or delaying performance. Such Party so 

claiming a cause-delayed performance shall endeavor, to the extent reasonable, to remove the 

obstacles which preclude performance.

32.0 HAZARDOUS MATERIALS: The California Health and Safety Code requires businesses to 

provide warnings prior to exposing individuals to materials listed by the Governor as chemicals 

"known to the State of California to cause cancer, birth defects or reproductive harm." PG&E uses 

chemicals on the Governor's list at many of its facilities. In addition, many of these chemicals are 

present at non-PG&E-owned facilities and locations. Accordingly, in performing the Work or 

services contemplated under this Contract, Consultant, its employee, agents, and Subcontractors 

may be exposed to chemicals on the Governor's list. Consultant is responsible for notifying its 

employees, agents, and Subcontractors that Work performed hereunder may result in exposures 

to chemicals on the Governor's list.

33.0 TAX WITHHOLDING: Consultant represents and warrants that it will withhold all taxes, if any, 

which are required to be withheld under applicable law with respect to payments to persons hired 

by Consultant who perform services for PG&E. Consultant shall indemnify and hold PG&E 

harmless, on an after-tax basis, for any liability incurred by PG&E as a result of Consultant's failure 

to institute any such required withholding.

34.0 INJURY AND ILLNESS PREVENTION PROGRAM: To the extent required of Consultant by 

applicable law, in the performance of the Work under this Contract, Consultant acknowledges that 

it 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. Consultant shall ensure that any Subcontractor hired by Consultant to perform any portion 

of the Work under this Contract shall also have an effective Injury and Illness Prevention Program. 

If the Consultant has any employees in California, even if those employees do not perform Work 

under this Contract, the attached Compliance Certificate (Exhibit 3) shall be executed by the 

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person with the authority and responsibility for implementing and administering such Injury and 

Illness and Prevention Program.

35.0 COMPLIANCE WITH LAWS

35.1 Consultant shall comply with all applicable federal, state and local laws, rules and 

regulations, and shall obtain all applicable licenses and permits for the conduct of its 

business and the performance of the Work called for in this Contract.

36.0 CHOICE OF LAWS: This Contract shall be construed and interpreted in accordance with the laws 

of the State of California, excluding any choice of law rules which may direct the application of the 

laws of another jurisdiction. Any controversy or claim arising out of or in any way relating to this 

Contract which cannot be amicably settled without court action shall be litigated in a California 

State Court of competent jurisdiction; or if jurisdiction over the action cannot be obtained in a 

California State Court, in a Federal Court of competent jurisdiction situated in the State of 

California.

37.0 DISPUTE RESOLUTION

37.1 PROCEDURE: The Parties shall attempt in good faith to resolve any dispute arising out of 

or relating to this Contract promptly by negotiations between a vice president of PG&E or 

his or her designated representative and an executive of similar authority of Consultant. 

Either Party may give the other Party written notice of any dispute. Within twenty (20) days 

after delivery of said notice, the executives shall meet at a mutually acceptable time and 

place, and thereafter as often as they reasonably deem necessary to exchange information 

and to attempt to resolve the dispute. If the matter has not been resolved within thirty (30) 

days of the first meeting, either Party may initiate a mediation of the controversy. 

37.2 CONFIDENTIALITY: All negotiations and any mediation conducted pursuant to this clause 

are confidential and shall be treated as compromise and settlement negotiations, to which 

Section 1119 of the California Evidence Code shall apply, and Section 1119 is incorporated 

herein by reference.

37.3 PRELIMINARY INJUNCTION: Notwithstanding the foregoing provisions, a Party may seek 

a preliminary injunction or other provisional judicial remedy if in its judgment such action is 

necessary to avoid irreparable damage or to preserve the status quo.

37.4 CONTINUANCE OF WORK: Each Party is required to continue to perform its obligations 

under this Contract pending final resolution of any dispute arising out of or relating to this 

Contract.

38.0 NON-WAIVER: The waiver by either Party of any breach of any term, covenant or condition 

contained in this Contract, or any default in the performance of any obligations under this Contract, 

shall not be deemed to be a waiver of any other breach or default of the same or any other term, 

covenant, condition or obligation. Nor shall any waiver of any incident of breach or default 

constitute a continuing waiver of the same.

39.0 ENFORCEABILITY: In the event that any of the provisions, or application of any of the provisions, 

of this Contract are held to be illegal or invalid by a court of competent jurisdiction or 

arbitrator/mediator, PG&E and Consultant shall negotiate an equitable adjustment in the 

provisions of this Contract with a view toward effectuating the purpose of this Contract. The 

illegality or invalidity of any of the provisions, or application of any of the provisions, of this 

Contract will not affect the legality or enforceability of the remaining provisions or application of 

any of the provisions of the Contract.

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Contract 4400011340

Attachment 2 – General Conditions

GC-15

40.0 CANCELLATION AND TERMINATION OF CONTRACT

40.1 CANCELLATION FOR CAUSE:

40.1.1 PG&E may, at its option, cancel or suspend this Contract for cause including, but 

not limited to, the following situations:

(1) the failure, refusal or inability of the Consultant to perform the Work in 

accordance with this Contract for any reason (except as specified in Section 31, 

“Force Majeure”); or

(2) Consultant has become insolvent, has failed to pay its bills, or has had checks 

for payment of its bills returned from suppliers and Subcontractors due to 

insufficient funds; or

(3) a legal action is placed against Consultant which, in PG&E's opinion, may 

interfere with the performance of the Work; or

(4) in PG&E's opinion, the Work will not be completed in the specified time and 

PG&E has requested Consultant to take steps necessary to accomplish the 

required progress and completion, and Consultant has failed to do so.

In addition PG&E may at its option and without prejudice to its other rights, take 

over and complete all or part of the Work. 

In addition, (i) Consultant may terminate this Agreement or any outstanding 

Statement of Work upon thirty (30) days written notice to PG&E, in the event such 

PG&E breaches a material term of this Agreement or any Statement of Work and 

such breach remains uncured at the end of such thirty (30) day period. 

40.1.2 PG&E shall determine whether Consultant is substantially performing Work and 

services in accordance with this Specification, and shall notify Consultant of any 

comments in connection therewith. Consultant will review and give due 

consideration to PG&E’s comments and discuss those comments with PG&E. 

PG&E acknowledges and agrees that PG&E’s review and comments shall not 

impede Consultant’s professional judgment and applicable professional standards 

and practices when performing the Work. 

 

40.1.3 In the event of such cancellation, PG&E shall pay Consultant for services 

satisfactorily performed prior to the date of cancellation. In no event shall PG&E 

be liable for lost or anticipated profits or overhead on uncompleted portions of the 

Work. Any reports, drawings or other documents prepared for PG&E prior to the

effective date of such cancellation shall be delivered to PG&E by Consultant prior 

to PG&E’s release of its final payment to Consultant. Consultant shall not enter 

into any agreements, commitments or Subcontracts which would incur significant 

cancellation costs without prior written approval of PG&E. Such written approval 

is a condition precedent to the payment of any cancellation charges by PG&E.

40.2 TERMINATION FOR PG&E'S REASONS: PG&E may suspend or terminate the Contract, 

without cause and upon ten business days’ written notice to Consultant. Consultant 

thereupon shall take whatever reasonable action with respect to performance of the Work 

as will tend to minimize its claim for fees or expenses against PG&E. In the event of 

termination, PG&E shall be liable to Consultant only for the compensation earned and 

expenses approved by PG&E on the Work performed to the date of termination. 

Consultant shall not be entitled to any payment for lost or anticipated profits or overhead on 

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Contract 4400011340

Attachment 2 – General Conditions

GC-16

uncompleted portions of the Work. Any reports, drawings or other documents prepared for 

PG&E prior to the effective date of such termination shall be delivered to PG&E by 

Consultant prior to PG&E’s release of its final payment to Consultant. PG&E acknowledges 

that Consultant makes no representations, warranties and shall have no indemnity or other 

obligations or liabilities to PG&E or any other party regarding any unfinished Work. 

41.0 INTEGRATION: This Contract constitutes the entire agreement and understanding between the 

Parties as to the subject matter of the Contract. It supersedes all prior or contemporaneous 

agreements, commitments, representations, writings, and discussions between Consultant and 

PG&E, whether oral or written, and has been induced by no representations, statements or 

agreements other than those expressed herein. Neither Consultant nor PG&E shall be bound by 

any prior or contemporaneous obligations, conditions, warranties or representations with respect 

to the subject matter of this Contract.

42.0 SURVIVAL: The provisions of this Contract which by their nature should survive expiration, 

cancellation or other termination of this Contract, including but not limited to provisions regarding 

warranty, indemnity, confidentiality and availability of information, shall survive such expiration, 

cancellation or other termination.

43.0 ADDITIONAL TERMS: 

(a) Notwithstanding anything herein to the contrary, the Services shall not include (i) the 

provision of expert testimony on behalf of PG&E or (ii) any service that would require Consultant to 

maintain independence from PG&E in accordance with then current applicable law, rule or 

regulation of any governmental entity or professional organization. Unless expressly set forth in a 

Statement of Work with respect to tax services, the Services do not include representing PG&E in 

the event of a challenge by the United States Internal Revenue Service (the “IRS”) or other tax or 

revenue authorities.

(b) PG&E agrees to cooperate with Consultant in the performance of the Services 

and shall provide or arrange to provide Consultant with timely access to and use of the personnel, 

facilities, equipment, data and information to the extent necessary for Consultant to perform the 

Services. Statements of Work may set forth additional details regarding Consultant's access to and 

use of personnel, facilities, equipment, data and information.

(c) PG&E may request changes that affect the scope or duration of the Services 

relating to any Statement of Work and Consultant may notify PG&E that it has encountered issues 

or circumstances related to the Services that are beyond the scope of Services under a Statement 

of Work. If PG&E requests such a change or if Consultant notifies PG&E of issues or 

circumstances beyond the applicable scope of Services, then Consultant promptly shall notify 

PG&E if Consultant believes that an adjustment in the scope of Services, fees to be paid to 

Consultant with respect to the applicable Statement of Work or applicable deadlines is required and 

the parties shall negotiate in good faith a reasonable and equitable adjustment in the applicable 

scope, fees or deadlines. 

(d) To the extent applicable to the Services, a Statement of Work shall set forth the 

obligations of PG&E in connection with such Services. PG&E agrees to perform such obligations in 

accordance with, and subject to, such Statement of Work. PG&E acknowledges that its failure to 

meet such obligations could adversely affect Consultant's ability to provide the Services in 

accordance with the terms of this Agreement and the applicable Statement of Work.

(e) PG&E acknowledges and agrees that Consultant will, in performing the Services, 

base its conclusions on the facts and assumptions that PG&E furnishes and that Consultant may 

use data, material, and other information furnished by or at the request or direction of PG&E without 

any independent investigation or verification and that Consultant shall be entitled to rely upon the 

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Contract 4400011340

Attachment 2 – General Conditions

GC-17

accuracy and completeness of such data, material and other information. Inaccuracy or 

incompleteness of such data, material and other information furnished to Consultant could have a 

material effect on Consultant’s conclusions. 

(f) It is understood and agreed that Consultant’s services may include advice and 

recommendations; but all decisions in connection with the implementation of such advice and 

recommendations shall be the responsibility of, and made by, PG&E. Consultant will not perform 

management functions or make management decisions for PG&E. In connection with Consultant’s 

provision of Services under a Statement of Work, PG&E agrees that PG&E, and not Consultant, 

shall perform the following functions: (i) make all management decisions and perform all 

management functions; (ii) designate an individual who possesses suitable skill, knowledge and 

experience, preferably within senior management, to oversee such services, and to evaluate the 

adequacy and results of such services; (iii) accept responsibility for the results of such services; 

and (iv) establish and maintain internal controls over the processes with which such services are 

concerned, including monitoring on-going activities.

(g) Subsequent to the completion of the Services under a Statement of Work, 

Consultant will not update its advice, recommendations or work product for changes or modification 

to the law and regulations, or to the judicial and administrative interpretations thereof, or for 

subsequent events or transactions, unless PG&E separately engages Consultant to do so in writing 

after such changes or modifications, interpretations, events or transactions.

(h) Except as otherwise set forth in the applicable Statement of Work, PG&E

acknowledges that completion of the Services under a Statement of Work or acceptance of the 

Works thereunder will not constitute a basis for PG&E’s assessment or evaluation of internal control 

over financial reporting and disclosure controls and procedures, or its compliance with its principal 

officer certification requirements under Section 302 of the Sarbanes-Oxley Act of 2002 (the “Act”). 

The Services under a Statement of Work shall not be construed to support PG&E’s responsibilities 

under Section 404 of the Act requiring each annual report filed under Section 13(a) or 15(d) of the 

Securities Exchange Act of 1934 to contain an internal control report from management. 

(i) Intentionally Deleted. (j) PG&E acknowledges that certain of Consultant’s 

personnel who may be considered "owners" under the California Accountancy Act and 

implementing regulations (California Business and Professions Code section 5079(a); 16 Cal. Code 

Regs. sections 51 and 51.1) and who may provide Services under a Statement of Work may not be 

licensed as certified public accountants under the laws of any of the various states.

(k) Where Consultant is reimbursed for expenses, it is Consultant's policy to bill 

clients the amount incurred at the time the good or service is purchased. If Consultant

subsequently receives a volume rebate or other incentive payment from a vendor relating to such 

expenses, Consultant does not credit such payment to PG&E. Instead, Consultant applies such 

payments to reduce its overhead costs, which costs are taken into account in determining 

Consultant’s standard billing rates and certain transaction charges that may be charged to clients.

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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 determined in the Specific 

Conditions for this Contract. 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:

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

 

 

PG&E Project/Product: Fax: Month Year 

E-Mail: 

Name of Subcontractor

or Subsupplier

(1)

WMDVBE

Status

Code*

(2)

V**

(3)

NV***

(4)

Address

(5)

Description of Work

(6)

Estimated

Amount to be

Paid to

Subcontractors, (7)

Actual Amount

Paid to

Successful

Subcontractors, (8)

 

 

 

 

Please send form to: Total Amount Paid 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

 (415) 973-0888 (415) 973-2553 (fax) Signature: / 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.O. Box 770000, San Francisco, California, 94177, or (415) 973-2553 (fax).

DEFINITIONS AND CODES

WBE -----Women Business Enterprise: 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 Enterprise: 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) 

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

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.

Asian Pacific Americans 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.

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Native Americans 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.

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

Caucasian Includes all people of European and North African descent.

Multi-Status 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.

Other Groups 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.

Small Business Enterprise 

(SBE)

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.

Service Disabled

Veterans Business Enterprise 

(DVBE)

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. 

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.2

 

2 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 of

(title/position)

 (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 's Injury and Illness Prevention Program.

IN WITNESS WHEREOF, the undersigned has executed this Compliance 

Certificate on .

Signature

Print Name

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Attachment 3 -

Safety, Background Check, NERC Contracting Requirements

The Safety, Background Check, and NERC 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 (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 work requiring 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). 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, 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. 

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

investigation for all Personnel requiring Access and will cooperate with PG&E to verify 

compliance with this section for audit purposes if requested pursuant to the audit provisions of 

this contract.

(iv) Contractor also agrees to notify PG&E if it becomes aware that any of its Personnel 

requiring Access are charged with or convicted of a Serious Offense during the course of a 

PG&E assignment.

2. FITNESS FOR DUTY: Contractor shall request 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: RecruitingOperations@pge.com. PG&E reserves 

the right to decline to accept any proposed Personnel, in which case Contractor shall promptly 

propose a replacement.

4 NERC REQUIREMENTS: Pursuant to a directive from the North American Electric Reliability 

Corporation (NERC), all employees and contractors with Unescorted Access to facilities, systems and 

functions that PG&E deems critical to the support of the Bulk Electric System (“Critical Facilities and/or 

Critical Systems”) shall undergo employment background screening and training prior to being granted 

access to these PG&E facilities and/or systems. Contractor hereby agrees to perform background checks 

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Attachment 3 -

Safety, Background Check, NERC Contracting Requirements

(“Personnel Risk Assessments” or “PRA’s”) on all Contractor and Subcontractor personnel 

(“Individuals”) with unescorted access to Critical Facilities and/or/Critical Systems (“Unescorted 

Access”). PG&E has included in the category of those with Unescorted Access all Individuals working 

within PG&E Critical Facilities and/or Critical Systems. To the extent applicable to the Work, 

Contractor shall comply with the requirements of Exhibits 8 and 8A, attached hereto and incorporated 

herein.

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Contract Change Order

62-4675 (12-1-08) Sourcing

Contract Change Order

This is Change Order (“CO”) No. 4 to Contract No. C73 (formerly 4400011340) dated 01/19/2017 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 all 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:

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

Contractor’s 

Address:

P.O. BOX 120001

DALLAS, TX 75312

Project Name: CONSULTING SERVICES

Job Location: VARIOUS

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

This Change Order No. 4 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 (No Change)

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: KPMG, LLP

Signature Signature

Name Name

Title Title

Date Date

DocuSign Envelope ID: 855697A0-2843-4531-9C38-3F803C238352

11/20/2018

Principal

Geno Armstrong

11/20/2018

Portfolio Manager

Rafael Soto-Amaro

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62-4675 (12-1-08) Sourcing

Change Order No. 4

Contract No. C73 (formerly 4400011340)

Page 2 of 2

ADMINISTRATION

PG&E 

Negotiator

Brandon Wilson Contractor

Representative

Geno Armstrong

Phone 415.973.2525 Phone 206-852-7189

Email: brandon.wilson2@pge.com Email: garmstrong@kpmg.com

Accounting 

Reference

As shown on each fully executed CWA

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 

DocuSign Envelope ID: 855697A0-2843-4531-9C38-3F803C238352

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