Exhibit 1-E

IT Software Services

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Contract Work Authorization (CWA)

This Contract Work Authorization (“CWA”) No. C13112 is issued under and pursuant to the Blanket Agreement or 

Master Service Agreement No. 4400011340 dated January 19, 2017 (the “MSA”) 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 CWA pursuant to and in accordance with the terms and conditions of the MSA.

Contractor’s 

Legal Name:

KPMG, LLP Total Number of Pages: 11

Contractor’s 

Address:

PO Box 120001

Dallas, TX 75312

Project Name: Access Management Siteminder Implementation

Job Location: Approved PG&E Locations

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

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

Attachment 1, Statement of Work. 

This contract is being initiated to fund the Professional Services Access Management Siteminder Implementation project, as 

more fully described in the attached SOW.

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

Attachment 1: Statement of Work – Pages 3 thru 11

CWA TERM: This CWA is effective upon signature by both parties and expires on 2/23/19. Time is of the essence.

CWA 

COMPLETION:

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

completed by the completion date of 2/23/19. 

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

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

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

both PG&E and Contractor.

TOTAL: $228,690.00 

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

THIS CONTRACT WORK AUTHORIZATION.

PACIFIC GAS AND ELECTRIC COMPANY CONTRACTOR: KPMG, LLP

Signature Signature

Name Name

Title Title

Date Date

DocuSign Envelope ID: 74592BFE-9BB1-49AD-902B-73895DA8EC5E

Managing Director

Swapnil Mehta

1/4/2019

Stefan Dismukes

1/4/2019

Sourcing Specialist, Senior

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CWA No. C13112

Page 2 of 11

ADMINISTRATION

PG&E 

Negotiator

Stefan Dismukes Contractor 

Represent

ative

Michael Gomez

Phone (415) 973-5620 Phone

Email S2D8@pge.com Email michael.gomez@kpmg.com

Accounting Reference 13861

PG&E Work Supervisor: Herb Sien Phone: 415-973-2185

INVOICE 

INSTRUCTIONS: 

As described in more 

detail in the Invoicing 

section of the Terms and 

Conditions, Contractor 

shall send invoices for 

each payment when due, 

showing the Purchase 

Order Number (starts with 

“27” or “35”) and the Line 

Item number, if 

applicable.

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

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

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

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

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

Send ORIGINAL Invoice to:

Submit Electronically Only Via Taulia Portal

Send COPY of Invoice to:

INTERNAL PG&E USE ONLY

Distribution Date

Distribution of Copies:

ARIBA Contracts (“CXXXX” series): Buyer 

uploads an executed copy in Ariba.

Contractor

(Signed Original Copy)

Work Supervisor Manager 

Invoice Approver Supervisor 

V.P. Sourcing/ Purchasing

Director Law 

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Attachment 1

Attachment 1 - Statement of Work – SiteMinder to Ping Migration

This Statement of Work (“SOW”) outlines the engagement between Pacific Gas and Electric Company (“PG&E” or 

“Client”) with KPMG LLP (“KPMG” or “Contractor”) to perform the services described below.

The governing Master Services Agreement for this work is #4400011340, executed January 19, 2017 and 

supersedes all other oral and written representations, understandings, or agreements relating to the subject matter 

hereof, as amended and as supplemented by the Systems Implementation Addendum in Appendix A.

1.0 SCOPE OF WORK

KPMG’s core services will include, but are not limited to, the activities listed below in support of the SiteMinder to 

Ping Migration Initiatives ongoing at PG&E. The bulleted tasks detail where these activities will be in continuation of 

the existing SiteMinder to Ping Migration project.

Activities Tasks

Project Management Support Contribute to scoping of project requirements and objectives according to 

initial analysis

Plan and estimate business analysis requirements to meet project objectives

Provide weekly project status reports, detailing the current activities, issues, and risks identified by the 

KPMG team 

Manage KPMG team members and coordinate project tasks between KPMG and PG&E team members to 

accomplish project goals

Subject Matter Support Provide subject-matter support for the following activities:

• Application Integration Support

• Support applications integrating in DEV and TEST

• Assist with Ping configurations application policies to QA and PROD 

• Troubleshooting and testing support of application integrations

• Support for PingAccess and PingFederate security policy creation and migration 

• Assist with troubleshooting Ping-related issues

1.1 ACTIVITIES NOT IN SCOPE 

The following activities are not in scope for the project: 

Re-writing firewall rules 

Re-writing Layer7 logic/rules 

Building individual custom non-PingFederate hosted login pages per application 

Any custom build requirements for application integration 

• Example: impersonation/Layer7/EUM

Any other activity or deliverable not specifically mentioned in Section 1.0 

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DELIVERABLES

KPMG will be responsible for producing the deliverables listed in the tables below for each of the activities scoped 

into this engagement. 

Project-Specific Deliverables

Activities Deliverables 

Subject Matter Support Ping configurations and Ping policies for application integration

Design document detailing various application integration styles

Documentation related to integration of applications with the Ping platform

Project Management Support Weekly project status reports

3.0 KEY PERSONNEL

Engagement Partner: Swapnil Mehta, Managing Director, will be responsible for contracts and relationship 

management, and is available as a source of escalation as needed. 

Delivery Partner: Ravi Boppe, Managing Director, will be responsible for overseeing the overall quality of service 

PG&E receives from KPMG and is available as a source of escalation as needed.

Engagement Manager: Robert Villegas, Senior Associate, will be the primary resource for coordinating KPMG’s 

services. He also will serve as the Project Manager, leading all of the KPMG services and associated tasks delivered 

under this SOW.

Engagement Staff: Will be responsible for supporting in KPMG’s overall service delivery, and will consist of Matthew 

Rice, Rama Bhaskara, and Rohit Nagdeo. 

5.0 ENGAGEMENT FEES and EXPENSES

KPMG’s professional fees are based upon the specified skill level of the professionals providing the services and the 

amount of time and materials required to complete the engagement.

Fees. Based upon the engagement scope, assumptions, and estimated hours, KPMG anticipates total fees of 

$207,900 Our professional fees in this CWA are further discounted from the professional fee hourly rates outlined in 

the MSA. As such, the professional fees included in this CWA are not subject to further discounting, and the volume 

rebate provisions included in the MSA does not apply. Execution of this CWA shall satifisy the requirement of the 

MSA Exhibit C regarding hourly rates.

Exceeding Fees. Circumstances encountered during the performance of the services set forth in this SOW, such as 

scope changes discovered after initial planning & scoping, may warrant exceeding the $228,690 in fees. KPMG will 

not exceed this amount without PG&E’s permission.

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Expenses. KPMG team members’ out-of-pocket expenses will be capped at 10 percent of total fees, or

$20,790. These expenses will cover the travel costs of non-local professionals to and from the Client’s primary office 

of 77 Beale St, San Francisco, CA, or other location as deemed necessary by Client. Meals will be covered for nonlocal professionals based upon a per diem rate of $76 per day. KPMG will bill its actual cost for hotel at a rate not to 

exceed $300 per night, which shall satisfy the provisions of MSA section 5.1.7.

The table below shows the estimated fees and expenses for the period of 1/3/2019 through 2/23/2019.

KPMG Professional Level Months Hours Rate

Swapnil Mehta Managing Director Jan – Feb 23rd 2019 0 $0

Ravi Boppe Specialist Managing Director Jan – Feb 23rd 2019 8 $0

Robert Villegas Senior Associate Jan – Feb 23rd 2019 132 $225.00

Matthew Rice Lead Specialist Jan – Feb 23rd 2019 264 $225.00

Rohit Nagdeo Lead Specialist Jan – Feb 23rd 2019 264 $225.00

Rama BhaskaraSenior Specialist Jan – Feb 23rd 2019 264 $225.00

Sub-total of hours and fees 932 $207,900

*Expenses (Cap = 10% of fees) $20,790

Total fees and expenses $228,690

6.0 ENGAGEMENT ASSUMPTIONS

The success of this project is highly dependent on project coordination and support from PG&E:

PG&E will work with KPMG to resolve any and all issues related to the project in a timely fashion

PG&E will identify a program manager and technical architect to work with KPMG, who will assist in 

identifying appropriate resources to meet, help obtain relevant technical information, actively participate in technical 

analysis and performing project management and status reporting tasks. PG&E will also identify a project owner for 

this project. KPMG will transfer all the information and knowledge of the project to the identified project owner.

The PG&E program manager will oversee the conduct of this project, including coordination of PG&E 

resources needed and review of draft deliverables. PG&E personnel assigned to the project will review draft 

deliverables on a timely basis.

PG&E and KPMG will conduct this project collaboratively, whereby PG&E will assign representatives to work 

with KPMG professionals throughout the project. Should PG&E be unable to assign representatives to work with 

KPMG, KPMG and the project sponsor would agree to meet and determine the impact and the appropriate course of 

action, which may include, but not be limited to, the following:

o Modifying the level of KPMG resources (and modification of KPMG fees, in a manner consistent with this 

SOW)

o This scope will be agreed upon by both PG&E and the KPMG team, and will not change without the prior 

written approval of both parties

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o PG&E management is responsible for establishing and maintaining an effective internal communication and 

control structure

o PG&E will provide appropriate workspace for the KPMG resources on-site, including, but not limited to, 

telephones, workstations, printers, whiteboards, office supplies, photocopiers, internet access, and fax machines

PG&E will provide timely sign-off for each project phase. Deliverable sign-off will occur and assume within 

five working days from the submission of deliverables

PG&E will provide resources, including hardware, software, and personnel

PG&E will be responsible for the purchase and acquisition of hardware and software necessary to complete 

the scope of this engagement

PG&E will be responsible for the hardening of operating systems on the in-scope servers, according to 

PG&E’s information security and support standards

PG&E will provide all necessary software, hardware, and resources necessary for testing activities 

PG&E will assign resources for the purpose of user acceptance testing. Applicable acceptance criteria and 

acceptance testing protocols will be developed in conjunction with the identification of the business, functional, and 

technical requirements, and in the development of the testing plans

Any enhancements or requirement changes after implementation will require additional KPMG hours and 

effort

KPMG will not be directly responsible to fix any product defects, but will work with product vendor to resolve 

the defects under PG&E’s vendor support contract

The first level of operational support will be provided by PG&E

Authorized support activities may include:

o Completion of items identified on the issue log

o Assigned KPMG resource will work with the KPMG engagement manager to complete all necessary issue 

tracking and resolution documentation

KPMG will not be responsible for cleansing of inaccurate data within the current directories or data sources

KPMG will not be responsible for technical troubleshooting non-production and production system

While KPMG is being selected as the business integrator of the IAM program, KPMG will not be responsible 

for activities related to technical support of production solutions after deployment is complete

The responsibility for establishing and maintaining adequacy of the controls in place over security and 

directing activities related to the assessment of business processes and controls rests with management of PG&E. 

With regard to KPMG’s services, PG&E is responsible for:

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o Determining the objectives, scope, and extent of KPMG services

o Designating a management-level individual who will have responsibility to oversee, along with the KPMG 

team, the project progress and address issues as they arise

KPMG efforts and timelines were created based on assumptions of PG&E maintaining project deliverable 

timeline commitments. Should PG&E delay in delivery of project commitments, KPMG timelines will be impacted and 

may result in the need for additional time, effort and budget. 

PG&E gives KPMG the right to use PG&E’s logo on documents prepared for PG&E internally (e.g., internal 

presentations, etc.) and for no other purpose.

7.0 OTHER MATTERS

KPMG will act as an independent contractor in providing the services as set out in this SOW and does not undertake 

to perform obligations of PG&E, whether regulatory or contractual. In carrying out our work hereunder:

KPMG will not act in the capacity equivalent to a member of management or as an employee of PG&E

KPMG will provide observations to PG&E management during this engagement. PG&E management is 

solely responsible for evaluating such observations and then determining what changes/improvements (if any) PG&E 

should implement in light of PG&E’s objectives in carrying out the “SiteMinder to Ping Migration” project to which 

KPMG’s services hereunder relate (the “Project”)

KPMG will not form part of the PG&E’s internal control structure

KPMG will not assume overall responsibility for the Project

KPMG will not supervise client or other third-party personnel performing activities in the areas of technical 

design, coding, and/or configuration of the Ping platform (Ping Access and Ping Federate)

The responsibility of the Project rests PG&E management. With regard to KPMG’s services, PG&E is responsible for:

Determining the objectives, scope, and extent of KPMG’s services hereunder

Designating a management-level individual, who will have responsibility to manage and oversee, as assisted 

by the KPMG team, the Project progress and to address issues as they arise, and who has the skills and experience 

necessary to effectively perform this function, including but not limited to:

o Familiarity with the business functions, processes or divisions that are the subject of the Project objectives;

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o Being in a position to evaluate the information provided to him/her by the KPMG engagement team; is 

responsible for, and authorized to make management decisions based on such information; and

o In a sufficiently senior position, or to otherwise have a reporting relationship with senior management to 

provide appropriate internal PG&E communications regarding project status and potential concerns.

Agreeing to a written management framework that identifies client managers responsible for approvals and 

judgments and for approving key milestones and interim and final deliverables as defined by PG&E

Evaluating the adequacy of the procedures performed by KPMG

Evaluating the observations and recommendations arising from KPMG’s services contemplated by this 

SOW

Ensuring that appropriate internal or third-party resources are available to execute those areas of the Project that 

KPMG will not supervise or execute, including, but not limited to, technical systems design, coding, and 

configuration.

Contractor will provide our services in accordance with the terms and conditions of this CWA. Contractor’s services 

as outlined in this CWA constitute an Advisory Engagement conducted under the American Institute of Certified 

Public Accountants (“AICPA”) Standards for Consulting Services. Such services are not intended to be an audit, 

examination, attestation, special report, or agreed-upon procedures engagement as those services are defined 

AICPA literature applicable to such engagements conducted by independent auditors. Accordingly, these services 

will not result in the issuance of a written communication to third parties by Contractor directly reporting on financial 

data or internal control or expressing a conclusion or any form of assurance.

The Deliverables presented as part of this engagement are for the internal use of PG&E management, the Audit 

Committee, and Board of Directors and are not to be distributed externally to third-parties, in whole or in part, without 

prior written consent from Contractor in each instance, or used for any other purpose. Contractor disclaims any 

intention or obligation to update or revise the observations whether as a result of new information, future events or 

otherwise. Should additional documentation or other information become available which impacts upon the 

observations described in the Deli variables, Contractor reserves the right to amend its observations and summary 

documents accordingly.

Appendix A

Systems Implementation Addendum to

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Master Professional Services Agreement

This SI Addendum (“SI Addendum”) is made and entered into by and between PG&E (“PG&E”) and KPMG LLP 

(“Consultant”) and amends the Services Agreement (“Agreement”), incorporated by reference into the statement of 

work executed by and between PG&E and Consultant (the “SOW”). In the event of a conflict between (on the one 

hand) the provisions of this SI Addendum and (on the other hand) the provisions of the SOW and Agreement, this SI 

Addendum will govern with respect to the system implementation services described in the SOW (“SI Services”). 

Any capitalized term not otherwise defined in this SI Addendum will have the meaning ascribed to it in the SOW or 

the Agreement (as applicable).

1. Definitions. “PG&E Materials” shall mean any and all materials, facilities, network, hardware, systems, 

software, data and other equipment or information, owned by or licensed or leased to PG&E (including any Third 

Party Materials (as defined in Paragraph 3(d) below)), to which Consultant is provided with access in connection with 

the SI Services and which may be used by Consultant in providing the SI Services, Deliverables and/or Configured 

System pursuant to the SOW. “Configured System” means the Third Party Materials as configured by the SI 

Services. “Consultant Knowledge” includes, in addition to the items enumerated in Section 16 of the Agreement, the 

following materials and project tools: (i) components, programs, systems, analysis, frameworks, documentation, 

drawings, configuration techniques and specifications, owned by or licensed or leased to Consultant or any of the 

other Consultant Parties, and (ii) any modifications, enhancements, improvements or derivative works of any 

Consultant Knowledge, irrespective of their date of creation. 

2. Use of PG&E Materials and Acceptance.

a. With respect to any PG&E Materials to which Consultant is provided with access in connection with the SI 

Services, PG&E hereby grants to Consultant a non-exclusive, transferable, sublicensable, paid-up, royalty-free right 

and license to use, copy, modify and make derivative works of, and transmit such PG&E Materials to the extent 

necessary for Consultant to provide the SI Services to PG&E.

b. Upon delivery of a Deliverable or Configured System to PG&E, PG&E shall review the Deliverable or 

Configured System in accordance with the acceptance procedure and within the acceptance period specified in the 

SOW, or where no such acceptance period is specified, within ten (10) business days of delivery. PG&E may reject 

the Deliverable or Configured System within the applicable acceptance period by providing to Consultant a notice of 

rejection (“Rejection Notice”) specifying a list of material non-conformities with the specifications set forth in the SOW 

(the “Specifications”). To be effective, the Rejection Notice shall be in writing (email being acceptable) and sent to 

the Consultant Project Manager specified in the SOW or otherwise identified to PG&E in writing by Consultant. 

Consultant shall then conform the Deliverable or Configured System to the Specifications and resubmit it to PG&E 

for review and acceptance in accordance with this Paragraph 2(b). This process will continue until the Deliverable or 

Configured System is accepted under this Paragraph 2(b). The Deliverable or Configured System will be accepted 

when the applicable acceptance period has expired without Consultant receiving an effective Rejection Notice, or 

when PG&E uses such Deliverable or Configured System (notwithstanding any rejection of such Deliverable or 

Configured System) in a production environment, whichever occurs first.

3. Warranties and Disclaimers.

a. Consultant warrants to PG&E that (i) Consultant will provide the SI Services using reasonable care and skill, 

and (ii) for a period of ninety (90) days after acceptance thereof, each Deliverable or Configured System as delivered 

by Consultant will conform to its Specifications in all material respects. Any claim for breach of Consultant’s 

warranties in this Paragraph 3(a) with respect to any SI Service, Deliverable or Configured System must be made by 

written notice to Consultant within thirty (30) days of provision of such SI Service or within ninety (90) days of 

acceptance of such Deliverable or Configured System (as applicable). For any such breach, PG&E’s exclusive 

remedies, and Consultant’s entire liability, shall be, at Consultant’s option, (i) the re-provision of such SI Service, or 

the repair and replacement of the Deliverable or Configured System (as applicable), or (ii) the refund to PG&E of the 

amount paid to Consultant for the specific SI Service, Configured System or Deliverable.

b. PG&E represents, warrants and covenants to Consultant that (i) PG&E has obtained all consents, permits, 

licenses and other approvals required (if any) to grant Consultant the rights under Paragraph 2(a) of this SI 

Addendum, (ii) Consultant’s exercise of its rights under Paragraph 2(a) will not infringe, misappropriate or otherwise 

violate the rights of any third party (including the rights of any owner of Third Party Materials), or violate any 

applicable law, rule, regulation or other official government release and (iii) PG&E will use the Configured System in 

accordance with applicable law.

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c. PG&E UNDERSTANDS THAT CONTRACTOR IS PROVIDING THE SI SERVICES HEREUNDER IN 

RELATION TO PG&E MATERIALS (INCLUDING THIRD PARTY MATERIALS) FOR WHICH CONTRACTOR HAS 

NO RESPONSIBILITY. EXCEPT AS EXPRESSLY STATED IN PARAGRAPH 3(a) ABOVE, CONTRACTOR 

EXPRESSLY DISCLAIMS AND MAKES NO WARRANTIES OF ANY KIND OR NATURE WITH RESPECT TO THE 

SI SERVICES, PG&E MATERIALS (INCLUDING THIRD PARTY MATERIALS), DELIVERABLES, CONFIGURED 

SYSTEM OR OTHERWISE, WHETHER EXPRESSLY IN THE SOW OR OTHERWISE EXPRESS OR IMPLIED, 

INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, OR 

NON-INFRINGEMENT, OR THE APPROPRIATENESS OF PG&E OR THIRD-PARTY SPECIFICATIONS. IN 

ADDITION, CONTRACTOR EXPRESSLY DISCLAIMS ANY WARRANTY OR LIABILITY WITH RESPECT TO 

DESIGN OR LATENT DEFECTS OR COMPLIANCE WITH LAWS, RULES, REGULATIONS, OR OTHER OFFICIAL 

GOVERNMENT RELEASES APPLICABLE TO PG&E, WHICH SHALL BE THE SOLE RESPONSIBILITY OF PG&E.

d. The SI Services may include providing assistance to PG&E with PG&E’s procurement of third-party 

hardware, software or other items which will be identified in the SOW (such items, together with all other third party 

items used or provided in connection with the Work and/or Deliverables provided pursuant to the SOW shall be 

referred to as the “Third Party Materials”). Unless otherwise expressly stated in the SOW, PG&E will license or 

purchase such Third Party Materials directly from the vendor or reseller (which may be an affiliate of Consultant). 

PG&E retains sole responsibility for compliance with the license terms governing such Third Party Materials, the 

selection of such Third Party Materials, and, unless the SOW expressly specifies otherwise, the payment therefor. If 

Consultant agrees in the SOW or otherwise to provide any Third Party Materials, such THIRD PARTY MATERIALS 

ARE PROVIDED ON AN “AS IS” “AS AVAILABLE” BASIS WITHOUT WARRANTY FROM CONSULTANT, with the 

exception of any manufacturers’ or licensors’ warranties which Consultant is able to arrange for PG&E’s benefit. 

Consultant, its Member Firms, and its and their subcontractors, reserve the right to retain ancillary benefits, including 

credits, rebates or referral fees, they may receive relating to such Third Party Materials, regardless of whether PG&E 

pays for such Third Party Materials directly, on a pass-through basis, or otherwise. PG&E agrees that the retention 

of such benefits shall not constitute a conflict of interest.

4. Deliverables. Upon full and final payment by PG&E of all amounts due under the SOW, Consultant hereby 

grants to PG&E a perpetual, non-exclusive, non-transferable, paid-up, royalty-free right and license to use, copy, 

modify, make derivative works of, distribute, display and perform the Deliverables or Configured System, and any 

Consultant Knowledge to the extent embedded therein, solely for PG&E’s own internal business purposes and 

subject to any other restrictions specifically set forth in the SOW; provided that PG&E may provide the Deliverables 

or Configured System to an affiliate or third party (each, an “Approved Sublicensee”) solely for purposes of operating, 

maintaining and enhancing PG&E’s internal use of the Deliverables or Configured System in PG&E’s business. 

PG&E shall ensure that each such Approved Sublicensee complies with all applicable terms of this SI Addendum 

and shall be liable to Consultant for any damages caused by an Approved Sublicensee’s failure to do so. Except as 

expressly provided in this Paragraph 4, PG&E may not sell or license, in whole or in part, the Deliverables or 

Configured System. Consultant shall own all right, title and interest in and to any Deliverables or Configured System 

produced under this SI Addendum, including any modifications, enhancements, improvements or derivative works of 

any PG&E Materials (including modifications, enhancements, improvements or derivative works of any Third Party 

Materials), whether developed by or on behalf of Consultant solely or both parties jointly, other than any PG&E 

Materials incorporated therein, the rights in which shall remain in PG&E (subject to the license to Consultant granted 

under Paragraph 2(a) above). 

5. Indemnification. Without limiting Section 28.2 of the Agreement, PG&E shall indemnify, hold harmless and 

defend the Consultant from and against any and all Liabilities incurred or suffered by or asserted against the 

Consultant in connection with a third party claim to the extent resulting from (a) the PG&E Materials and/or any other 

materials provided by or on behalf of any of the PG&E Parties, (b) Consultant’s compliance with any designs, 

specifications, or instructions provided by or on behalf of any of the PG&E Parties, (c) PG&E’s breach or alleged 

breach of Paragraph 3(b) or Paragraph 4 hereof, (d) use by or on behalf of PG&E of any Deliverables or Configured 

System other than as provided or updated by Consultant, and (e) any unauthorized use of any Deliverables or 

Configured System in the possession or control of PG&E or any Approved Sublicensee.

6. Changes and Adjustment Events.

a. The parties acknowledge and agree that the occurrence of any of the following events (each, an “Adjustment 

Event”) may require an extension in the schedule set forth in the SOW and/or an increase in the fees and expenses 

and/or a change to the nature of the SI Services: (i) a change to, deficiency in, or retraction of information or 

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

materials supplied to Consultant by or on behalf of any of PG&E; (ii) a failure by PG&E and/or its vendors to perform 

any of their respective responsibilities in a timely manner, including the supply to Consultant of adequate resources 

and information; (iii) the failure of any PG&E Materials provided by or on behalf of PG&E to perform in accordance 

with applicable specifications; (iv) circumstances beyond the reasonable control of Consultant, including actual or 

potential force majeure events; (v) any assumption in the SOW not being fully realized; or (vi) PG&E’s failure to 

timely obtain pursuant to Paragraph 3(b) above all of the consents, permits, licenses and other approvals necessary 

for Consultant to provide the SI Services in the manner, and accordance with the schedule, set forth in the SOW.

b. In the event an Adjustment Event occurs or the parties agree on a change to the scope of SI Services, 

Consultant may prepare and provide to PG&E a proposed change order identifying the impact and setting forth any 

applicable adjustments in the schedule and/or payments to Consultant. An authorized representative of each party 

shall promptly sign each such proposed change order to acknowledge the impact and to indicate that party’s 

agreement to the adjustments.

c. Notwithstanding Paragraph 6(a) above, if any delays or deficiencies in the SI Services, or with respect to the 

Deliverables or Configured System, occur as a result of Adjustment Events, the scheduled completion date under the 

SOW for the affected SI Services, Deliverables and/or Configured System shall be extended to the extent of any 

such delays or deficiencies, and Consultant shall not incur any liability to PG&E as a result of such delays or 

deficiencies.

DocuSign Envelope ID: 74592BFE-9BB1-49AD-902B-73895DA8EC5E

Case: 19-30088 Doc# 2172-7 Filed: 05/21/19 Entered: 05/21/19 17:15:01 Page 12

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