Contract - Long Form 

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. 

Case: 19-30088 Doc# 1792-4 Filed: 05/01/19 Entered: 05/01/19 17:47:02 Page 1

of 10
Attachment 2 - General Conditions 

TABLE OF CONTENTS 

Page No. 

1.0 DEFINITIONS GC-1 

2.0 SERVICES GC-1 

3.0 SUBCONTRACTS GC-1 

4.0 CONFLICT OF INTEREST/BUSINESS ETHICS GC-2 

5.0 AVAILABILITY OF INFORMATION GC-2 

6.0 BILLING AND PAYMENT GC-3 

7.0 PRIOR WORK GC-6 

8.0 NO GUARANTEE OF WORK GC-6 

9.0 ADDITIONAL WORK OR CHANGES IN WORK GC-6 

10.0 AMENDMENTS GC-7 

11.0 ASSIGNMENT GC-7 

12.0 REPLACEMENT OF PERSONNEL GC-7 

13.0 SAFETY PRECAUTIONS AND PROTECTION OF PROPERTY GC-7 

14.0 DRUG AND ALCOHOL ABUSE POLICY GC-7 

15.0 LAWFUL DISPOSAL OF SAMPLED AND OTHER WASTE GC-8 

16.0 OWNERSHIP OF DELIVERABLES GC-8 

17.0 PROPRIETARY RIGHTS GC-9 

18.0 USE AND REPRODUCTION RIGHTS GC-9 

19.0 INFRINGEMENT PROTECTION GC-9 

20.0 COPYRIGHT REGISTRATION GC-9 

21.0 ROYALTIES AND LICENSE FEES GC-9 

22.0 DELIVERY AND RETENTION OF RECORDS GC-10 

23.0 PUBLIC RELEASE OF RESULTS GC-10 

24.0 CONSULTANT'S USE OF PG&E PROPERTY GC-10 

25.0 CONFIDENTIALITY GC-11 

26.0 PUBLIC TESTIMONY GC-11 

27.0 WARRANTY GC-11 

28.0 INDEMNIFICATION GC-12 

29.0 INCIDENTAL AND CONSEQUENTIAL DAMAGES GC-12 

30.0 INSURANCE REQUIREMENTS GC-13 

31.0 FORCE MAJEURE GC-14 

32.0 HAZARDOUS MATERIALS GC-14 

33.0 TAX WITHHOLDING GC-14 

34.0 INJURY AND ILLNESS PREVENTION PROGRAM GC-15 

35.0 COMPLIANCE WITH LAWS GC-15 

36.0 CHOICE OF LAWS GC-15 

37.0 DISPUTE RESOLUTION GC-15 

38.0 NON-WAIVER GC-16 

39.0 ENFORCEABILITY GC-16 

TABLE OF CONTENTS (cont'd) 

Case: 19-30088 Doc# 1792-4 Filed: 05/01/19 Entered: 05/01/19 17:47:02 Page 2

of 10
Attachment 2 - General Conditions 

Page No. 

40.0 CANCELLATION AND TERMINATION OF CONTRACT GC-16 

41.0 INTEGRATION GC-17 

42.0 SURVIVAL GC-17 

43.0 CPA NOTICE GC-17 

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 

Case: 19-30088 Doc# 1792-4 Filed: 05/01/19 Entered: 05/01/19 17:47:02 Page 3

of 10
Attachment 2 - General Conditions 

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 in the Contract Work 

Authorization. 

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

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

1.9 "Work" or "Services": Consulting services including labor, supervision, materials, 

equipment, actions and other requirements to be performed and furnished by Consultant 

under this Contract. 

2.0 SERVICES: 

2.1 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. 

2.2 SCOPE OF WORK: Consultant will perform such Work as agreed in one or more work 

orders issued under this Contract and signed by a representative of each of PG&E and 

Consultant ("Contract Work Authorization" or "CWA"). Consultant designates Russell 

Pearson as its representative to sign on behalf of Consultant. Unless otherwise agreed-to, 

this Contract does not cover the following services: independent audit or attestation 

services, tax-related services, services involving prospective financial information, services 

involving the selection or assessment of any of PG&E's third party vendors, Transaction 

Services, or Accounting Advisory Services. "Transaction Services" means financial, 

commercial, operational, and/or strategic due diligence, strategy consulting services, 

divestiture advisory services and valuation services. "Accounting Advisory Services" 

means advice and assistance in connection with PG&E's evaluation of the accounting, 

reporting and regulatory issues related to its financial accounting and reporting and 

assistance with the preparation of schedules, account analyses, reconciliations and data 

accumulation relating to its accounting and financial reporting to third parties, including tax 

related financial accounting and reporting services. PG&E may procure Work under this 

Agreement for itself and for those of its consolidated subsidiaries or affiliates that PG&E 

binds to this Agreement by its signature or which separately agree to the provisions of this 

Agreement ("Affiliates"). 

3.0 SUBCONTRACTS: Except as permitted in this Section 3.0 or in the relevant CWA, Consultant 

shall not enter into Subcontracts without the prior written approval of PG&E. PG&E's approval of 

GC-1 

Case: 19-30088 Doc# 1792-4 Filed: 05/01/19 Entered: 05/01/19 17:47:02 Page 4

of 10
Attachment 2 - General Conditions 

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 performance of any Subcontract and 

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

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

contractual relations between a Subcontractor and PG&E. Consultant is the U.S. firm of the global 

network of separate and independent PricewaterhouseCoopers firms (exclusive of Consultant, the 

"Other Consultant Firms"). Consultant may draw on the resources of and/or subcontract to its 

subsidiaries, the Other Consultant Firms and/or third party contractors and PG&E-approved 

Subcontractors, within or outside of the United States (each, a "Consultant Subcontractor") in 

connection with the provision of Work and/or for internal, administrative and/or regulatory 

compliance purposes. Subject to the approvals of PG&E required by this Section 3.0, PG&E 

agrees that Consultant may provide information Consultant receives in connection with this 

Agreement to the Consultant Subcontractors for such purposes. Consultant will be solely 

responsible for the provision of the Work (including the Work performed by the Consultant 

Subcontractors) and for the protection of the information provided to the Consultant 

Subcontractors. The Consultant Subcontractors and theirs and Consultant's respective partners, 

principals or employees (collectively the "Beneficiaries") shall have no liability or obligations arising 

out of this Agreement. PG&E agrees to: (a) bring any claim or other legal proceeding of any nature 

arising from the Work against Consultant and not against the Beneficiaries; and (b) ensure or 

procure that the Affiliates do not assert any such claim or other legal proceeding against 

Consultant or the Beneficiaries. PG&E Affiliates should notify PG&E of any disputes or potential 

claims arising from the Work. Consultant disclaims any contractual or other responsibility or duty of 

care to any other subsidiaries or affiliates. While Consultant is entering into this Agreement on its 

own behalf, this section also is intended for the benefit of the Beneficiaries. 

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 will not accept any 

work 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. 

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' accounts and records of all description, including but 

not limited to computer files, pertaining to Work under the Contract, in each case necessary 

to verify reimbursable costs, amounts invoiced by the Consultant, and estimates of cost for 

lump sum proposals including those applicable to proposed changes and for any other 

reasonable purposes of verifying compliance with this Contract. PG&E and Consultant will 

GC-2 

Case: 19-30088 Doc# 1792-4 Filed: 05/01/19 Entered: 05/01/19 17:47:02 Page 5

of 10
Attachment 2 - General Conditions 

meet in advance regarding the scope of the review and establish procedures to prevent 

access to confidential information of other Consultant clients. 

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 

accordance with generally accepted accounting principles in the particular industry and 

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 shall have the right to reproduce any such accounts and 

records. 

5.5 ADJUSTMENTS: Consultant shall promptly adjust any inaccuracy in the billings. 

Adjustments shall accrue interest, compounded monthly, at a rate equal to the prime rate 

charged by the Bank of America, NT&SA, San Francisco, California, at the beginning of 

each month, from the date of payment of the invoice being adjusted to the date that the 

adjustment is paid. 

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

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

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. 

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. All invoices 

must be supported with the detailed effort and hours relating to the invoiced work 

for PG&E review. 

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. 

GC-3 

Case: 19-30088 Doc# 1792-4 Filed: 05/01/19 Entered: 05/01/19 17:47:02 Page 6

of 10
Attachment 2 - General Conditions 

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 due for the 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. PG&E reserves the right to discount payment(s) to 

Consultant by Two (2) percent of the invoice total amount for professional fees 

(but not reimbursable expenses); provided PG&E's payment(s) made to 

Consultant within Fifteen (15) business days of PG&E's receipt of a valid invoice 

(e.g., received electronically via Taulia). If PG&E does not elect early payment 

discount within such 15 days, all payments will be made without discount to 

Consultant within Forty-Five (45) days after receipt of a correct invoice. This 

discount will not apply to contingency fee/fee risk sharing engagements. 

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 and 

consistent with PG&E approved Consultant personnel hourly rates. 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. 

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. 

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. 

GC-4 

Case: 19-30088 Doc# 1792-4 Filed: 05/01/19 Entered: 05/01/19 17:47:02 Page 7

of 10
Attachment 2 - General Conditions 

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 be billed as professional fees as specified in 

the CWA. 

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. 

6.2.5 TRAVEL TIME AND COSTS: All air travel costs within 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 

GC-5 

Case: 19-30088 Doc# 1792-4 Filed: 05/01/19 Entered: 05/01/19 17:47:02 Page 8

of 10
Attachment 2 - General Conditions 

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 

lump sum basis will be monthly, in the full amount due for the 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. PG&E reserves the right to 

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

fees (but not reimbursable expenses); provided PG&E's payment(s) made to Consultant within 

Fifteen (15) business days after PG&E's receipt of a valid invoice (e.g., received electronically via 

Taulia). If PG&E does not elect early payment discount within such 15 days, all payments will be 

made without discount to Consultant within Forty-Five (45) days after receipt of a correct invoice. 

This discount will not apply to contingency fee/fee risk sharing engagements. 

7.0 PRIOR WORK: Services performed by Consultant pursuant to PG&E's authorization, but before 

the execution of this Contract, shall be considered as having been performed subject to the 

provisions of this Contract. 

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. 

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 

GC-6 

Case: 19-30088 Doc# 1792-4 Filed: 05/01/19 Entered: 05/01/19 17:47:02 Page 9

of 10
Attachment 2 - General Conditions 

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. 

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, such removal, replacement, or reassignment may 

result in harm and costs to PG&E. Consultant agrees not to remove, replace or reassign 

such individuals without the approval of PG&E. Such approval shall not be unreasonably 

withheld or delayed. Consultant will make reasonable efforts to maintain continuity in its 

staffing and will provide PG&E with ample 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 

replace said employee immediately. 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. 

GC-7 

Case: 19-30088 Doc# 1792-4 Filed: 05/01/19 Entered: 05/01/19 17:47:02 Page 10

of 10