Exhibit 1

Master Services Agreement

Case: 19-30088 Doc# 1792-2 Filed: 05/01/19 Entered: 05/01/19 17:47:02 Page 1

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Contract - Long Form 

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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 PricewaterhouseCoopers, LLP PG&E Contract No. 4400011341 

Legal Name: 

Contractor's 300 Madison Avenue This Contract consists of 48 pages. 

Address: 

This Contract consists of 48 pages. 

New York, NY 10017 

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 3-20 

Attachment 2: General Conditions, Pages 21-47 

Attachment 3' Safety and Background Check Contracting Requirements Page 48 

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 In accordance with Section 6.0 of the General Conditions. 

j>AYMENT: 

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: PricewaterhouseCoopers, LLP 

Signature e-Signed by Richard Cordova 

nn 5ril7.ni-17 1Q-1R-17 GMT 

Signature 

Name Richard Cordova Name Dan Bowman 

Title Portfolio Manager, Sourcing Operations Title Partner/Principal 

Date January 17, 2017 Date 1/13/2017 

62-4073 (12-1-08) Sourcing 

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ADMINISTRATION 

Contract - Long Form 

PG&E Contract No. 4400011341 

Page 2 of 48 

PG&E 

Negotiator 

Kim-Son Ziegler Contractor 

Representative 

Dan Bowman 

Phone 415-973-7701 Phone (978) 590-8328 

Email kim-son.ziegler@pge com Email Dan.bowman©us.Dwc.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 

INVOICE 

INSTRUCTIONS: 

Contractor shall send 

invoices for each payment 

when due, showing the 

Contract number, to 

PACIFIC GAS AND 

ELECTRIC COMPANY 

Send COPY of Invoice to: 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 For information regarding invoice status, call PG&E's Paid Help Line at (800) 756-PAID (7243) or go to AP 

Web ReDortina site at www.Doe.com/actoav. 

•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 - Long Form 

Attachment 1 - Specific Conditions 

Attachment 1 

Specific Conditions 

Consulting Services 

Table of Contents 

Section One - Introduction and Purpose 4 

Section Two - Definitions 4 

Section Three - General Provisions 6 

Section Four - Statement of Work -Management Consulting Services 7 

Exhibit A- Contract Work Authorization Supplemental Terms JO 

Exhibit B- Contract Work Authorization Template Requirements j_3 

Exhibit B1 -Sample Resource Schedule and Budget 14 

Exhibit B2 -Sample Project Schedule 16 

Exhibit C - Bill Rate Table and Other Commercial Terms 17 

Exhibit D - Firm Activity Report 19 

Exhibit E - Project Scorecard 20 

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Attachment 1 - Specific Conditions 

Section One - Introduction and Purpose 

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

PricewaterhouseCoopers LLP, a Delaware limited liability partnership, ("Consultant") shall provide 

Pacific Gas and Electric Company ("PG&E") with Management Consulting 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"). These Specific Conditions and the General Conditions each from part of the Master 

Services Agreement No 4400011341. If there is a conflict between the terms contained in the 

General Conditions, the Specific Conditions, and/or a CWA, the following order of precedence 

shall apply: (i) the CWA, (ii) the Specific Conditions and then, (iii) the General Conditions. 

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 and may 

include the following: 

- 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 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 Work Authorization and the other 

documents specifically incorporated in the Contract Work Authorization. 

2.3. Consultant, defined as the Consultant is the firm responsible for all or any portion of the 

Project pursuant to a contract directly with PG&E. 

2.4. Final Completion Datei 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) 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) 

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Attachment 1 - Specific Conditions 

all Project Costs, including internal PG&E charges, have been accounted for, and final payments 

to 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. AO percent ROI indicates a break-even consulting solution. A50 percent 

ROI indicates the cost of the consulting project is recaptured and an additional 50% "earnings" is 

achieved. 

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 

and PG&E. A Sample Project Schedule is attached hereto as Exhibit B2. The Project Schedule 

shall be revised and updated by Consultant, subject to approval by the PG&E Work Supervisor, 

as provided in the CWA. The Project Schedule is for the administrative and management 

convenience of PG&E Work Supervisor, PG&E and Consultant's 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. 

2.11. Services under these Specific Conditions are defined as the following Management 

Consulting Services: Financial, Operations and Strategy, in each case as particularly described in 

a Contract Work Authorization that references these Specific Conditions. Services include for 

example: 

"Financial" includes services related to Risk and Governance, Sustainability, Finance, and Capital 

Projects & Infrastructure. 

"Operations" includes services related to endeavoring to improve specific functional areas of 

operations (business process improvement); cost reduction; sourcing raw materials or product or 

service components (global sourcing, inventory management, and inbound logistics); making 

products or delivering services; channeling products and services to the marketplace (outbound 

logistics, distribution, and warehousing activities); interacting with customers and clients (e.g., 

managing the "customer experience"); interacting with suppliers, contract manufacturers, and 

outsourcing partners (supplier relationship management); managing operating risk; and aligning 

business operations with IT infrastructure and enabling technologies. 

"Strategy" includes services related to growth strategy, market entry / exit, customer acquisition / 

retention, pricing, corporate and business unit strategy. 

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

2.13. Subcontractor, defined as a Consultant working under and being paid by the Consultant. 

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. In the event that any PG&E employee or user group is causing a delay or 

a deviation from the expected quality or cost of the Project, Consultant shall promptly give notice 

thereof to the PG&E Work Supervisor and it should be noted in the project status report and shall 

assist PG&E to resolve the issue on a timely basis. 

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. 

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. 

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. 

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Attachment 1 - Specific Conditions 

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 -Management Consulting Services 

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

parties. 

4.2. 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. 

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 then 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 

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Attachment 1 - Specific Conditions 

quotation and/or proposal. All Project Schedules will be constructed based on Milestone 

Deliverables. 

4.8. The Consultant shall use its best 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. The Consultant's Project Manager shall supervise and be responsible for all negotiations 

of contract, including Contract Change Orders, with PG&E. 

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 agenda and objectives. The CWA shall specify the 

frequency of update meeting. Update meetings may also be held upon PG&E's request. 

4.13. Consultant's Project Manager will 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 will 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. The Consulting 

organization then will submit their 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 on-going 

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, 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 

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Attachment 1 - Specific Conditions 

order to minimize or avoid defects and deficiencies in the work (provided that Consultant's 

Project Manager shall not be required routinely to make continuous or exhaustive 

inspections); immediately report to PG&E in writing, any deviations from the Contract 

Documents. 

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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