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EXHIBIT A 

 

Case: 19-30088 Doc# 1757-1 Filed: 04/29/19 Entered: 04/29/19 18:28:29 Page 1

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Robert A. Paul

Executive Director

Finance &Operations

312 322 0890 DIRECT 

RPaul@compasslexecon.com

March 22, 2018 

Timothy G. Cameron 

Cravath, Swaine & Moore LLP 

Worldwide Plaza 

825 Eighth Avenue 

New York, NY 10019-7475 

Re: California Fire Class Action Litigation

Dear Timothy: 

This letter will confirm the arrangements for the engagement of Compass Lexecon by Cravath, 

Swaine & Moore LLP (“Cravath”) for the provision of professional services. 

Scope of Work. Compass Lexecon will serve as a consultant to you to assist with your 

representation of Pacific Gas and Electric Company and PG&E Corporation (collectively, 

“PG&E” or “Client”). In connection with this retention, Compass Lexecon may review 

confidential and non-confidential documents and other materials, provide information to you or 

other parties designated by you, prepare studies and reports, participate in meetings with you or 

with other parties designated by you, provide expert testimony and undertake other tasks as 

requested by you. 

Compensation. Compass Lexecon’s fee for professional services shall be calculated in 

accordance with its customary billing rates for the time of its professionals and use of its 

computer capability and document reproduction, if required. The rates of individuals who may 

be assigned to work on this assignment are summarized on the attached fee schedule. Travel, 

purchased data, and other significant out-of-pocket costs are charged at actual cost, or at an 

allocation of estimated actual cost for purchased data used on multiple engagements. 

We also charge an administrative and overhead fee of three percent of all professional fees. 

Compass Lexecon fees are subject to periodic adjustment. Invoices shall be made out to Client, 

in care of Cravath. Invoices will be sent on a monthly basis directly to Client and payment will 

be made by Client within 30 days of presentation. Client shall be liable for all fees, costs and 

disbursements in connection with this matter. 

COMPASS LEXECON 

u.s. BOSTON \ CHICAGO j HOUSTON j LOS ANGELES j NEW YORK I OAKLAND I PASADENA \ PRINCETON I TUCSON j WASHINGTON 

EUROPE BRUSSELS : DOSSELDORF: LONDON : MADRID : PARIS SOUTHAMERICA BUENOS AIRES ASIA PACIFIC HONG KONG 

Case: 19-30088 Doc# 1757-1 Filed: 04/29/19 Entered: 04/29/19 18:28:29 Page 2

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Work Product. Compass Lexecon understands that Client may intend the work covered by this 

engagement, including all opinions, conclusions, and communications, to be protected by the 

attorney-client privilege and attorney work product rule to the extent provided by law, and we 

will make all reasonable efforts to preserve those privileges, as directed by you.

Other Employment and Activities. Compass Lexecon is a major economic consulting firm, 

engaged by companies, government entities, individuals, and counsel. Compass Lexecon’s 

engagement retention decisions are based on the substance of the work to be performed on an 

engagement and the applicable legal standards, as opposed to the parties involved. It is possible 

that some of Compass Lexecon’s past, present, or future clients will have disputes and/or matters 

which may be adverse to the Client during the course of and/or subsequent to this engagement. 

The Client agrees that Compass Lexecon may be engaged by such parties without the need for 

consent from the Client nor any obligation to advise Client of such engagements. In such cases, 

Compass Lexecon will institute appropriate procedures to protect the confidentiality of 

information provided by the Client on this engagement. Compass Lexecon is a separate business 

unit within FTI Consulting, Inc., is operated as such, and does not recognize conflicts with the 

other business segments of FTI.

Confidentiality. It is Compass Lexecon’s normal procedure to treat all non-public client 

information as confidential. We will not release non-public client information or use it without 

your permission except pursuant to legal process issued by regulatory and judicial bodies having 

jurisdiction over these matters, provided that whenever reasonably possible, Compass Lexecon 

will give you notice of such process prior to the release of said information. Compass Lexecon 

will not share any non-public client information with the other divisions within FTI during this 

engagement or thereafter.

Termination. Either party shall have the right to terminate this agreement upon providing 

written notice at least 14 days prior to termination. Upon termination by either party, Client shall 

pay all fees and expenses incurred through the effective date of termination.

Independent Contractor. Compass Lexecon is being retained as an independent contractor, 

rather than as an employee. Accordingly, Compass Lexecon shall have sole financial 

responsibility for any taxes that it may be required to pay for it to conduct business (with the 

exception of any sales or excise taxes applicable to the services provided to the Client by 

Compass Lexecon), and neither Compass Lexecon nor its employees will participate in any of 

the Client pension plans, welfare benefit plans, or other fringe benefit plans.

Limitation of Liability. Client agrees that Compass Lexecon shall not be liable under this 

agreement to the Client, its counsel, or its respective successors, assigns, or affiliates except 

where damages result directly from the gross negligence or willful misconduct of Compass 

Lexecon or its employees. In no event shall Compass Lexecon be liable for punitive or 

consequential damages of any kind. The terms of this paragraph shall survive the termination of 

Case: 19-30088 Doc# 1757-1 Filed: 04/29/19 Entered: 04/29/19 18:28:29 Page 3

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this agreement and shall apply to any controlling person, director, officer, employee, 

subcontractor, independent contractor or affiliate of Compass Lexecon. In no event, regardless of 

whether Compass Lexecon has consented to such disclosure, shall Compass Lexecon assume any 

responsibility to any third party to which any advice or report is disclosed or otherwise made 

available.

Applicable Law/Arbitration. This agreement shall be governed by and interpreted in 

accordance with the laws of the State of New York, without giving effect to the choice of law 

provisions thereof. The parties agree that any dispute or controversy that arises from this 

engagement, including any dispute or controversy relating to the fees and expenses billed under 

this agreement, that cannot be resolved by the parties shall be submitted to arbitration in New 

York, New York, in accordance with the applicable rules, regulations, policies, and procedures 

of the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and the 

Federal Arbitration Act. The decision of the arbitrators shall be final and binding. The arbitration 

shall be conducted before a panel of three neutral arbitrators, with one arbitrator named by each 

party and the third named by the two party-appointed arbitrators, or (if they should fail to agree 

on the third) by the AAA. The parties consent to the jurisdiction of any federal and state court in 

the State of New York for the enforcement of the arbitration award or otherwise.

If this letter conforms to your understanding and is acceptable to you, please sign the enclosed 

copy and return it to us. We look forward to continuing to work with you and appreciate your 

cooperation and assistance.

Sincerely,

Robert A. Paul

Executive Director, Finance & Operations

Accepted by Cravath, Swaine & Moore LLP for and on behalf of its Client Pacific Gas and 

Electric Company and PG&E Corporation:

____________________________________

Signature

____________________________________

Printed Name

____________________________________

Date

Case: 19-30088 Doc# 1757-1 Filed: 04/29/19 Entered: 04/29/19 18:28:29 Page 4

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Compass Lexecon

Schedule of Fees

Individual

Fee

$/Hr

Hal Sider $950

Adel Turki $900

Senior Professionals $680-950

Professional Staff $535-740

Research Staff $220-590

Compass Lexecon’s fee for professional services shall be calculated in accordance with its 

customary billing rates for the time of its professionals and use of its computer capability and 

document reproduction, if required. Travel, purchased data, and other significant out-of-pocket 

costs are charged at actual cost, or at an allocation of estimated actual cost for purchased data 

used on multiple engagements. 

We also charge an administrative and overhead fee of three percent of all professional fees. 

Compass Lexecon fees are subject to periodic adjustment. Invoices will be sent on a monthly 

basis and payment is due within 30 days of presentation

Case: 19-30088 Doc# 1757-1 Filed: 04/29/19 Entered: 04/29/19 18:28:29 Page 5

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Compass Lexecon

2019 Schedule of Fees

Individual

Fee

$/Hr

Hal Sider $975

Adel Turki $950

Senior Professionals $700-975

Professional Staff $580-685

Research Staff $220-605

Compass Lexecon’s fee for professional services shall be calculated in accordance with its 

customary billing rates for the time of its professionals and use of its computer capability and 

document reproduction, if required. Travel, purchased data, and other significant out-of-pocket 

costs are charged at actual cost, or at an allocation of estimated actual cost for purchased data 

used on multiple engagements. Compass Lexecon fees are subject to periodic adjustment. 

Invoices will be sent on a monthly basis and payment is due within 30 days of presentation.

Case: 19-30088 Doc# 1757-1 Filed: 04/29/19 Entered: 04/29/19 18:28:29 Page 6

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April 29, 2019

Timothy G. Cameron

Cravath, Swaine & Moore LLPWorldwide Plaza

$25 Eighth Avenue

New York, NY 10019-7475

Re: Caflfornia fire Class Action Litigation

Dear Timothy:

This lettet is written as an addendum to the attached letter dated March 22, 201 $ tvhicharranged for the retention of Compass Lexecon LLC by Pacific Gas and Electric Company and

PG&E Corporation (collectively, “PG&E” or “Client”) for the provision of professional servicesby Compass Lexecon. The purpose of this letter is to amend the following provisions:

Compensation. All amounts payable to Compass Lexecon under the March 22, 201$ retention

letter (the “Retention Letter”) during the pendency of Client’s chapter 11 cases (Case No. 19-

3008$ (DM)) (the “Chapter 11 Cases”) shall be subject to the terms of the Order Pttrsuant to 11

US. C. §‘ 331 and 1O5(a,) and fed. R. Bankr. P. 2016for Authority to Establish Procethiresfor

Interim Compensation and Reimbursement ofExpenses ofProfessionals [Dkt. No. 701], and, in

any event, shall be subject to approval of the Bankruptcy Court. Notwithstanding any provision

to the contrary in the Retention Letter, during the pendency of the Chapter 11 Cases, Compass

Lexecon agrees that it will not charge Client any administrative or overhead fees.

Limitation of Liability. Client, Cravath and Compass Lexecon agree that the provisions

governing limitation of liability in the Retention Letter are hereby replaced in their entirety by

the following: Compass Lexecon shalt not be liable under the Retention Letter to the Client, its

counsel, or their respective successors, assigns, or affiliates except where damages result directly

frot-n the negligence, gross negligence or willful misconduct of Compass Lexecon or itsemployees.

Jurisdiction. Compass agrees that, notwithstanding any provision to the contrary in the

Retention Letter. during the pendency of the Chapter 11 Cases, the United States Bankruptcy

Court for the Northern District of California (San Francisco Division) shall retain exclusive

u. BOSTON CHICAGO HOUSTON LOS ANGELES NEW YORK OAKLAND PASADENA PRNCETON WASHINGTON

EE BERLIN BRUSSELS DUSSELDORF HELSINKI LONDON MADRID PARIS TEL AVIV OUn4EC BUENoS AIRES B[IJNG HONG KONG

Case: 19-30088 Doc# 1757-1 Filed: 04/29/19 Entered: 04/29/19 18:28:29 Page 7

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hold or represent represent an interest adverse to Client or (ii) otherwise take any action thatwould cause it to not be “disinterested” for purposes of 1 1 U.S.C. § 10 1(14), as modified by 11 U.S.C. § 1107(b).

All other terms in the March 22, 2018 letter remain in effect.

If this letter conforms to your understanding and is acceptable to you, please sign the enclosed

copy and return it to us. We look forward to continuing to work with you.

Sincerely,

Robert A. Paul

Executive Director, finance & Operations

Accepted by Cravath, Swaine & Moore LLP for and on behalf of its Client Pacific Gas and

Elec ompany and PG&E Corporation:

Signature

Printed NameDate H

Case: 19-30088 Doc# 1757-1 Filed: 04/29/19 Entered: 04/29/19 18:28:29 Page 8

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