EXHIBIT 1-N

Case: 19-30088 Doc# 4901-6 Filed: 11/27/19 Entered: 11/27/19 16:12:26 Page 1

of 5
CWA No. C15979

KPMG LLP

Page 1 of 4

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

Contract Work Authorization (CWA)

This Contract Work Authorization (“CWA”) No. C15979 is issued under and pursuant to the Blanket Agreement or 

Master Service Agreement No. C73 (4400011340) dated 1/19/2017 (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: 4

Contractor’s 

Address:

3 Chestnut Ridge Road

Montvale, NJ 07645

Project Name: Data Security Program Manager (Manoj Thareja)

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. 

The Contractor shall provide a professional services resource at the Manager level to assist and provide final approval of 

business decisions for PG&E, as well as make decisions on behalf of PG&E relative to PG&E’s compliance with applicable data 

security regulations. The Contractor shall also make final decisions regarding the severity of data security control deficiencies or 

the prioritization of remediation activities or make employment decisions such as hiring or terminating employees, approving 

budgets, or procuring technology tools (absent written approval from the Sponsor), as more fully described in the attached 

Statement of Work.

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 through 4

CWA TERM: This CWA is effective upon signature by both parties and expires on 12/31/19. 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 12/31/19.

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: $262,528.00

PG&E Corporation (“PG&E Corp.”) and Pacific Gas and Electric Company (the “Utility,” and, together with PG&E Corp., the “Debtors”), are 

debtors-in-possession in a proceeding pending under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”), in the United 

States Bankruptcy Court for the Northern District of California. Nothing herein shall be deemed to constitute an assumption of the Contract 

and/or any CWA or a waiver or modification of the Debtors’ rights to assume, assume and assign, or reject the Contract and/or any CWA 

pursuant to section 365 of the Bankruptcy Code. The Debtors hereby reserve all rights available to them under such proceedings. Any amounts 

paid by the Debtors hereunder must be applied to goods and/or services provided to the Debtors on or after January 29, 2019 (the “Petition 

Date”) and shall not be applied to satisfy Claims (as defined in the Bankruptcy Code) arising prior to the Petition Date. 

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: 1D891F75-C81C-4C28-ADB0-1D0BDD83D24D

	





 




	

Case: 19-30088 Doc# 4901-6 Filed: 11/27/19 Entered: 11/27/19 16:12:26 Page 2

of 5
CWA No. C15979

KPMG LLP

Page 2 of 4

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

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: Jacob Heffelfinger Phone: 415-299-4005

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: PG&E Accounts Payable*

PO Box 7760

San Francisco, CA 94120-7760

Send COPY of Invoice to:

Christine Iu - CxI0@pge.com

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 

DocuSign Envelope ID: 1D891F75-C81C-4C28-ADB0-1D0BDD83D24D

Case: 19-30088 Doc# 4901-6 Filed: 11/27/19 Entered: 11/27/19 16:12:26 Page 3

of 5
CWA No. C15979

KPMG LLP

Page 3 of 4

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

Attachment 1

STATEMENT OF WORK

THIS STATEMENT OF WORK (THIS “SOW”), DATED AS OF MAY 24, 2019, IS ENTERED INTO PURSUANT TO 

AND IN ACCORDANCE WITH THE TERMS OF THE MASTER PROFESSIONAL SERVICES AGREEMENT #

4400011340 (as amended, the “Agreement”), dated as of JANUARY 19, 2017, between Pacific Gas and Electric 

Company (the “Company” or “PG&E”) and KPMG LLP (“KPMG”). This SOW is subject to the terms of the 

Agreement. Capitalized terms used herein without definition shall have the meaning ascribed to them in the 

Agreement.

PG&E is seeking a resource at the Manager level to assist PG&E to temporarily fill its Data Security Officer 

(DSO) vacancy on an interim basis. This SOW is intended to confirm the scope and related terms of the 

engagement under this SOW.

KPMG has identified Manoj Thareja, Manager (“Interim DSO”), to assist in supporting the Cybersecurity Risk 

and Strategy group at PG&E. This assistance will be performed under the direct supervision and control of 

Fernando Medrano, Director, Cybersecurity Risk and Strategy or his designee, who will be considered the 

“Sponsor” for this engagement. The Sponsor will be responsible for communicating the day-to-day tasks and 

requirements to be fulfilled by Interim DSO and for reviewing his work. The work prepared by Interim DSO in 

connection with this role will not be considered KPMG deliverables. Any decisions, authorizations, or 

conclusions made during this engagement are deemed to be that of PG&E.

PG&E acknowledges that Interim DSO will support PG&E at PG&E’s direction and will not be supervised or 

supported by other KPMG professionals and will not bring KPMG intellectual property or resources with him to 

this engagement. 

x During this engagement, Interim DSO will work at PG&E’s direction but will not be expected to:

x provide final approval of business decisions for PG&E, 

x make decisions on behalf of PG&E relative to PG&E’s compliance with applicable data security 

regulations,

x make final decisions regarding the severity of data security control deficiencies or the prioritization of 

remediation activities, or

x make employment decisions such as hiring or terminating employees, approving budgets, or procuring 

technology tools (absent written approval from the Sponsor).

It is KPMG’s understanding that PG&E wishes to have Interim DSO assist on Data Security program starting 

June 19, 2019 till December 31, 2019. You understand that Interim DSO will be required to attend certain KPMG 

meetings and training sessions as required by his continued employment with KPMG. The total hours estimated 

for this engagement is 1172 hrs on a time and materials basis. You will be billed based on actual hours incurred 

by Interim DSO to assist PG&E at a rate of $224 per hour. The estimated fees are net of periods of time Interim 

DSO will not be available to PG&E due to attendance at required meetings and personal time off. Throughout the 

engagement, Manoj Thareja will be responsible for the administration of this SOW and will submit progress bills 

monthly for fees and expenses incurred, with payment due as specified in the Agreement. 

Should PG&E require additional hours, more professionals or a change in the current anticipated staffing for this 

engagement, fees for such professionals or hours will be agreed to at that time. KPMG will require that PG&E 

DocuSign Envelope ID: 1D891F75-C81C-4C28-ADB0-1D0BDD83D24D

Case: 19-30088 Doc# 4901-6 Filed: 11/27/19 Entered: 11/27/19 16:12:26 Page 4

of 5
CWA No. C15979

KPMG LLP

Page 4 of 4

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

sign an addendum to this SOW in the event that the duration of the engagement or the scope of services is 

modified. 

PG&E will not offer employment to, or hire, Manoj Thareja for a six-month period after completion of this 

engagement without KPMG’s prior written consent.

KPMG will begin work on or about the Monday after receiving a signed copy of this SOW from PG&E. This 

engagement is subject to the terms of the Agreement. 

KPMG acknowledges that the Bankruptcy Court must approve the terms of this SOW and its fees in order for 

KPMG to be compensated. In that regard, KPMG intends to file applications with the Court for allowance of 

compensation and reimbursement of expenses in accordance with the Bankruptcy Code, the Bankruptcy Rules, 

the Local Bankruptcy Rules, and any order of the Bankruptcy Court establishing procedures for monthly 

compensation and reimbursement of expenses for professionals. The Company acknowledges that professional 

time required to prepare detailed applications in accordance with the Bankruptcy Code, applicable rules and 

guidelines differs from KPMG’s normal billing procedures and, as a result, requires significant effort by KPMG 

to comply therewith. The expense required by this effort was not included in the hourly or estimated fees 

described above. The Company agrees that, subject to Bankruptcy Court approval, KPMG’s fees for such 

applications will be capped at 3% of the professional fees on this engagement.

To the extent that the services involve procedures in connection with the Company’s restructuring activities or 

emergence from bankruptcy, such work will be considered out-of-scope services under the engagement letters 

(“Out-of-Scope Services”). Such Out-of-Scope Services also include professional time required to prepare 

detailed applications in accordance with the Bankruptcy Code (described above). To the extent that changes in 

circumstances, such as the loss of Company personnel during the bankruptcy process, increase the effort required 

to deliver the services, this additional effort also will be billed as Out-of-Scope Services. Out-of-Scope Services 

will be billed in addition to the estimated fees described above, at our standard professional hourly rates. In its 

fee applications, KPMG will identify and describe any Out-of-Scope Services.

The fee and expense provisions in this SOW will apply with respect to this SOW notwithstanding anything in the 

Agreement to the contrary. Without limiting the generality of the foregoing, the Statement of Work Template 

Requirements set forth in Exhibit B, the Sample Resource and Scheduling Budget set forth in Exhibit B-1, and 

Exhibit C of Attachment 1 to the Agreement will not apply to this SOW or the services provided under this SOW.

DocuSign Envelope ID: 1D891F75-C81C-4C28-ADB0-1D0BDD83D24D

Case: 19-30088 Doc# 4901-6 Filed: 11/27/19 Entered: 11/27/19 16:12:26 Page 5

of 5