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28 Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153-0119

EXHIBIT 1-C

North Bay Services

Case: 19-30088 Doc# 4602-4 Filed: 11/07/19 Entered: 11/07/19 19:32:50 Page 1

of 8
09/27/2019

Contract Work Authorization Matter Number 1707000 

CWA Change Order No. 012 

Contract Work Authorization (CWA) 

This is Change Order ("CO") No. 012 to Contract Work Authorization Matter Number 1707000 dated 3/21/2019, as 

modified by Change Order No. 009 on 11/30/2018 (collectively the "CWA") and is issued under and pursuant to the 

Blanket Agreement or Master Service Agreement No. 4400011341 dated 01/17/2017 (the "MSA"), between the belownamed 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: 

Contractor's 

Address: 

PricewaterhouseCoopers LLP 

300 Madison Avenue 

New York, NY 10017 

This Change Order consists of 7 pages. 

Project Name: PMO and Data Response Support at the Direction of Law 

Job Location: Contractor's offices, PG&E offices in San Francisco and other locations as needed. 

CHANGES: The Parties hereby modify the Contract Work Authorization referenced above as follows: 

1. The total value of the CWA is $1,138,000 

This amendment to the CWA modifies the Scope of Work included in Attachment 1 to include additional activities Contractor will 

perform as of October 1, 2019, which will include providing ongoing consulting services to support PG&E in its Corporate 

Incident Management process related to the 2017 North Bay Fires and other major events in its service territory, including 

Strategy, Operations, and Legal Support activities, as described in Attachment 1 hereto. Scope of services may be extended to 

include other major events as agreed to between Contractor and PwC via an executed Amendment to this CWA Change Order. 

ALL WORK PERFORMED UNDER THIS CWA IS PRIVILEGED AND CONFIDENTIAL, PERFORMED AT THE 

DIRECTION OF AND UNDER THE SUPERVISION OF THE PG&E LAW DEPARTMENT 

ATTACHMENTS: The following are attached to this CWA Change Order No. 012 and incorporated herein by reference: 

Attachment 1: Change Order No. 012 Amended Scope of Work (Privileged and Confidential, performed at the direction of 

and supervision of PG&E Law Dept.) 

Attachment 1-A: Resource Sheet 

Period of Performance: Upon CWA execution, work is extended for 90 days, from October 1, 2019- December 31 , 2019 

PRICING CHANGES Previous Total CWA Value: $19,130,961 

Addition or Deduction: $1,138,000 

Revised Total CWA Value: $20,268,961 

All other terms and conditions of the CWA, as it may have been amended by previous CWA Change Order(s) if any, shall 

remain the same. 

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

THIS CWA CHANGE ORDER NO 012 

PACIFIC GAS AND ELECTRIC COMPANY CONTRACTOR: PRICEWATERHOUSECOOPERS LLP 

-

Signature u ~ Signature 

7o£PaJJ~ Name Charles Middlekauff Name Todd Jiroved.(/ 

Title Assistant General Counsel Title Principal 

Date ~t{ ~;;;/lot~ Date 

I 

CWA (Sourcing) 

REDACTED VERSION OF THE PROPOSED REDACTED DOCUMENT

Case: 19-30088 Doc# 4602-4 Filed: 11/07/19 Entered: 11/07/19 19:32:50 Page 2

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ADMINISTRATION 

PG&E Linda Winter 

Negotiator 

Phone 415-973-9191 

Email linda. winter@[1ge.com 

Accounting Reference 

I 

INTERNAL PG&E USE ONLY 

Distribution Date 

D Document Services 

Distribution of Copies: (Signed Original Copy) 

Mail Code N5D 

Contract Work Authorization Matter Number 1707000 

CWA Change Order No. 012 

Contractor Todd Jirovec 

Representative 

' Phone 214-616-2977 

Email todd. jirovec@[1wc.com 

D Contractor 

(Signed Original Copy) 

245 MARKET ST., SAN FRANCISCO 

D Work Supervisor D Manager 

D Invoice Approver D Supervisor 

DV.P. D Sourcing/ Purchasing 

D Director D Law 

CWA (Sourcing) 

Case: 19-30088 Doc# 4602-4 Filed: 11/07/19 Entered: 11/07/19 19:32:50 Page 3

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Contract Work Authorization Matter Number 1707000 

CWA Change Order No. 012 

Attachment 1 

Change Order No. 012 AMENDED SCOPE OF WORK 

ALL WORK PERFORMED UNDER THIS CW A IS PRIVILEGED AND CONFIDENTIAL, PERFORMED 

AT THE DIRECTION OF AND UNDER THE SUPERVISION OF THE PG&E LAW DEPARTMENT. 

Contractor will provide the following consulting services to assist PG&E with its Corporate Incident 

Management processes related to the 2017 Nmih Bay Fires and other major events in its service territory, 

including Strategy, Operations, and Legal Support activities: 

1. Scope of Services: 

Data Response Unit 

Oil/SED Repmt Prep and -

Response 

Event Analysis - Event Leads -

Support -

Legal Support 

Request for Production ("RFP") -

Law PMO -

Budget tracking and forecasting -

Legal hold -

CWA (Sourcing) 

Case: 19-30088 Doc# 4602-4 Filed: 11/07/19 Entered: 11/07/19 19:32:50 Page 4

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eDiscovery PMO suppmt 

Outside Counsel coordination 

Data collection 

Contract Work Authorization Matter Number 1707000 

CWA Change Order No. 012 

-

-

The Services do not include the provision of legal advice, and PwC makes no representations regarding 

questions of legal interpretation. Client should consult with its attorneys with respect to any legal matters 

or items that require legal interpretation under federal, state, or any other type of law or regulation. Changes 

in the law and/or its interpretation may take place before PwC's advice is acted upon or may be retrospective 

in effect; PwC accepts no responsibility for changes in the law or its interpretation that may occur after the 

provision of the Services. 

Contractor shall provide experienced resources, including a dedicated engagement pmtner, engagement 

directors and additional experienced resources. A resource plan is attached (Attachment 1-A) and 

incorporated in this Scope of Work. In the event that scope materially changes, Contractor and PG&E 

agree to work in good faith to agree on and execute a change order prior to additional fees being incurred. 

Contractor's work will be performed at the direction and under the supervision of PG&E's internal Legal 

Department. 

2. Deliverables 

Contractor expects to provide PG&E with certain non-Contractor branded summaries, schedules and 

analyses under this CW A ("Deliverables"). All Deliverables shall be prepared in conjunction with PG&E 

and will be intended to be treated solely as PG&E' s own prope1ty as set fmth in the MSA. PG&E will 

review such Deliverables, revise them as deemed appropriate, and approve them prior to PG&E's use. 

3. Anticipated Timeframe 

The period of performance for this work is October 1, 2019 through December 31, 2019. 

Actual weekly Contractor resources may change in response to PG&E requests. Contractor will notify 

PG&E in advance if staffing under this CW A will exceed budgeted resource levels, which will require 

execution of a change order to this CW A. 

4. Work Location(s) 

This project will be conducted primarily out ofPG&E's Corporate Headquarters in San Francisco, CA. 

5. Key Assumptions 

• To be successful, this project must be conducted with PG&E's active pmticipation. Contractor 

understands that PG&E will be responsible for providing: 

o An Executive Sponsor 

CWA (Sourcing) 

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Contract Work Authorization Matter Number 1707000 

CWA Change Order No. 012 

o Dedicated PG&E internal (or contracted) resources to coordinate and lead the specific 

response activities required from each PG&E response team (e.g., Electric Operations, 

Law, and Finance); Contractor's work is dependent on these PG&E resources to provide 

information, status updates, and other support needed as part of the response activities. 

o Internal resources to work with Contractor' Team to gain knowledge necessary for this 

project 

o Timely access to PG&E subject matter expe1ts and other personnel as needed. 

• Operations workstream: 

o PG&E will be responsible for records collection, including providing data in a format that 

can be digitized for analysis. 

• Program Suppott workstream: 

o PG&E will be responsible for managing and executing individual response workstreams 

not included in this Scope of Work (e.g. Data Response Unit, Finance, Customer Care, 

Regulatory, and Communications). 

• Contractor shall provide an estimated 10 experienced full-time equivalent ("FIE") resources, 

consisting of a mix of full-time and part-time resources, suppotted by subject matter specialists as 

needed, to support this scope of work. 

• Contractor will continue to submit invoices directly to the Law Department for processing, instead 

of through a third-patty vendor. 

6. Other Terms 

• PG&E shall indemnify and hold Contractor harmless from and against any and all third pa1ty 

claims, losses, liability and damages arising from or relating to the Service or Deliverables under 

this CWA, except to the extent fmally determined to have resulted from Contractor's gross 

negligence or intentional misconduct relating to such Services and/or Deliverables. 

• Contractor understands that PG&E seeks to have the attorney work product doctrine, attorney-client, 

or other privilege apply to some or all of the Services and Deliverables. PG&E and its Law 

Depa1tment are solely responsible for determining whether or not the attorney work product, 

attorney-client, or other privilege may apply and also solely responsible for managing the 

establishment and maintenance of any such privilege or protection. Contractor makes no 

representation as to whether the attorney work product or doctrine or attorney-client privilege will 

apply, as the applicability of the doctrine and privilege are legal questions. However, Contractor 

agreed to assist PG&E and its Law Department in preserving the confidentiality of the information 

received or provided in connection with the Services contemplated herein in a manner consistent 

with preserving an attorney-client privilege. 

• PG&E will be solely responsible for any and all communications required with PG&E's federal 

and state regulators and/or independent monitor(s) relating to these Services and Deliverables. 

Contractor is not being engaged to interact or meet with third parties, including but not limited to 

PG&E's regulators and/or independent monitor(s). 

CWA (Sourcing) 

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Contract Work Authorization Matter Number 1707000 

CWA Change Order No. 012 

• If Contractor is requested or authorized by PG&E or required by government regulation, 

regulatory agency, subpoena, or other legal process to produce Contractor's Deliverables, working 

papers or personnel for testimony or interview with respect to Services Contractor performed for 

PG&E, PG&E will reimburse Contractor for Contractor's and its counsels' expenses and 

professional time incurred in responding to such a request. 

• PG&E agrees that Contractor can request reimbursement for expenses up to 12% of professional 

fees. 

CWA (Sourcing) 

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Contract Work Authorization Matter Number 1707000 

CWA Change Order No. 012 

Attachment 1-A 

Resource Sheet 

Contractor resources will consist of a mix of full-time and pmt-time resources, supp01ted by subject 

matter specialists as needed, to perform the activities described in this CW A. 

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