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

EXHIBIT 1-O

WDT Support Services

Case: 19-30088 Doc# 4602-16 Filed: 11/07/19 Entered: 11/07/19 19:32:50 Page 1

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Contract Work Authorization (CWA) Change Order

This is Change Order (“CO”) No. 2 to Contract Work Authorization No. C8016 dated 05/11/2018 issued under and pursuant to 

the Blanket Agreement or Master Service Agreement No. C74-V3 (formerly MSA 4400011341 dated January 17, 2017(the 

“MSLA”) 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, as amended by this Change Order, pursuant to and in accordance 

with the terms and conditions of the MSLA.

Contractor’s 

Legal Name: 

PRICEWATERHOUSECOOPERS LLP This Change Order consists of 8 pages.

Contractor’s 

Address: 

300 MADISON AVENUE

NEW YORK, NY 10017

Project Name: Professional Services Support for IT Project

Job Location: Various PG&E Locations Required – 77 Beale Street, SF, CA 94105

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

The Contract Work Authorization expiration date is here by extended from December 31, 2018 to October 30, 2019. The Parties 

specifically agree that this CWA shall be deemed to have been in effect continuously and without interruption since the original effective 

date of February 13, 2019.

Considerations for satisfactory performance of Work under this CWA shall be increased by $58,000 for a revised CWA Total Value of 

$365,892.

All other terms and conditions remain unchanged.

ATTACHMENTS: The following are attached to this CWA Change Order and incorporated herein by this reference.

Attachment No. 1 – Statement of Work, (Pages 3 of 8)

PRICING CHANGES: Previous Total CWA Value: $307,892.00

Addition or Deduction: $ 58,000.00

Revised Total CWA Value: $365,892.00

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.

PG&E Corporation (“PG&E Corp.”) and Pacific Gas and Electric Company (the “Utility,” and, together with PG&E Corp., the “Debtors”), are debtors-inpossession 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 or this Change Order, or a waiver 

or modification of the Debtors’ rights to assume, assume and assign, or reject the Contract or this Change Order pursuant to section 365 of the 

Bankruptcy Code. The Debtors hereby reserves all rights available to them under such proceedings. Any amounts paid by the Debtors pursuant to this 

Contract or Change Order must be applied to 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 CWA CHANGE ORDER.

PACIFIC GAS AND ELECTRIC COMPANY CONTRACTOR: PRICEWATERHOUSECOOPERS LLP

Signature Signature

Name Name

Title Title

Date Date

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DocuSign Envelope ID: 6F72D759-2D2F-4E09-AF8B-C4007434BA17

Amanda Cicely Herron

7/12/2019

Partner

Case: 19-30088 Doc# 4602-16 Filed: 11/07/19 Entered: 11/07/19 19:32:50 Page 2

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Page 2 of 8 

ADMINISTRATION

PG&E 

Negotiator

Adrienne Lee Contractor

Representative

Jon Chevalier

Phone 415.973.5104 Phone 481.224.6480

Email: Axl5@pge.com Email: Jonathan.chevalier@pwc.com

Accounting 

Reference

PR145415v3 CW2219352 C8016 by Wagner for Donna Goultas

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 

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DocuSign Envelope ID: 6F72D759-2D2F-4E09-AF8B-C4007434BA17

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Federal Energy Regulatory Commission (FERC) - Wholesale Distribution Tariff 

(WDT)

Statement of Work

This Statement of Work (“SOW”) outlines the services (the “Services”) between Pacific Gas and 

Electric Company (“PG&E” or “Client”) and PricewaterhouseCoopers LLP (“PwC” or 

“Consultant”) to perform the Services described below. The term "Client" in the MSA shall 

include the entity signing this SOW. This Contract Work Authorization (“CWA”) shall be 

governed by the Master Services Agreement 4400011341 (“MSA”) between PwC and PG&E, as 

amended. Notwithstanding the termination or expiration of the MSA during the Services 

described in this SOW, this CWA shall remain in full force and effect in accordance with its 

terms, including the terms and conditions of the MSA which are incorporated herein by 

reference. Any terms used in this SOW and not otherwise defined will have the same meaning 

as in the MSA. If there is a conflict between the MSA and the SOW, this SOW shall prevail.

The scope of Services described herein are subject to bankruptcy court approval.

A. Services to be provided:

The following outlines areas of support PwC will provide for PG&E’s Electric Distribution 

Interconnection (“EDI”) business unit related to the Wholesale Distribution Tariff (“WDT”), 

which will include assisting Client with its efforts to respond to a January 2018 FERC Self 

Report. PwC will provide assistance to Client related to the following two 2018 FERC SelfReport action items: 

● Deployment of interim controls - In the deployment of interim controls, Client

management has confirmed a deficiency in related to its use of a tracking dashboard that

reports compliance and workload metrics. PwC will work collaboratively with PG&E

stakeholders (i.e., Electric Transmissions Contracts Management (“ETCM”) and Service

Planning) to help to design an application tracking dashboard that relies on Client’s

interim Excel-based tracking solution for managing the controls and process over

customer applications, as well as Client’s existing reporting capabilities.

● User training - In 2018, and under a separate SOW, PwC assisted Client with

preparing draft WDT course materials for use in connection with training provided to

personnel from its ETCM business units and Service Planning. This SOW extends PwC’s

support to assist Client to revise the training content based on PG&E’s feedback, and for

co-delivering with Client the revised training content to the ETCM and Service Planning

personnel during a 1⁄2 day session.

For the avoidance of doubt, working collaboratively on the Services described herein is intended 

to encompass PwC working jointly with Client stakeholders in workshops, interviews, and 

meetings to discuss and provide perspectives, analyze information, facilitate Client’s decisions 

CWA No. C8016

Change Order No. 2

Attachment No. 1

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Inter-connection support, 2019 

and other determinations, and provide direction to the PwC project team. PwC will facilitate the

workshops, interviews and meetings, and share perspectives and feedback for Client’s 

consideration based on our understanding of current industry practices and regulatory

expectations. PwC and Client will jointly develop the Deliverables based on Client’s comments,

input, feedback and direction.

Set forth below are the anticipated Services and deliverables (“Deliverables”) to be provided 

under this SOW. All Deliverables will be non-PwC branded and will be prepared in draft for 

Client’s review and approval prior to use by Client. 

Work Area PwC Activity Summary Non-PwC Branded Deliverables 

Action 

Items for 

SelfReport

WDT training for ETCM and Service 

Planning personnel: 

● PwC will assist Client to enhance its

training pack covering WDT Load

Interconnection project steps that is

tailored for Service Planning (SP)

resources, which will be based on PwC’s

understanding of PG&E’s existing Electric

Generator Interconnection (EGI) training

● Co-deliver training jointly with ETCM

leadership to the ETCM and Service

Planning personnel (expected to include

one, 1⁄2 day session)

Interim controls: 

Tracking dashboard

● Work collaboratively with Service Planning

stakeholders and ETCM resources to

develop functional design requirements for

Client’s interim controls tracking

dashboard

● Provide oral advice and assist Client to

prepare a draft functional design (i.e.,

prototype) of its interim controls tracking

dashboard with a focus on workload and

compliance metrics. Work collaboratively

with Client business stakeholders to design

a dashboard that includes existing data

fields captured in Client’s WDT tracker

and Client’s key compliance metrics,

including:

Training - Draft of WDT Load 

Interconnection Training pack for 

ETCM and Service Planning 

personnel, which incorporates Client 

management’s feedback.

Interim controls – 

● Oral advice

● Draft functional design

requirements for the interim

controls tracking dashboard for

management’s review, feedback

and approval

● Draft functional design (i.e.,

prototype) of Client’s interim

controls tracking dashboard

prepared using an existing

Excel-based tracking worksheet

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o Customer notification of

completeness

o Adherence to WDT timelines for

completing studies

o Timeline for issuing a Service

Agreement

By "advise" or "provide advice," PwC means that it will share its industry experience, subjectmatter knowledge and/or knowledge of current industry practices for Client’s consideration in 

addressing Client’s objectives and/or PwC will provide subject-matter advice in response to 

queries from Client management or based upon observations of Client’s efforts.

B. PwC Team Leadership Structure

The expected resources provided by PwC will have the experience with the subject matter and 

activities contained within this SOW in order to perform the Services. Where necessary, 

additional PwC resources may be added to the list below. If, for any reason, we have to replace 

one of the PwC team members, PwC will work with PG&E project sponsor to provide a suitable 

replacement.

Name Title

Amanda Herron Partner, Engagement Lead

Jon Chevalier Director, Engagement Manager

Jason Nolte Manager, Compliance and Regulatory

C. Level of effort for Services

Consultant’s professional fees for this project are identified based on a range of hours and a 

blend of resources using the PG&E rate card. PwC will work with PG&E to refine these 

estimates based on final staff selected, nature of work, and allocation of internal resources to the 

respective project work streams.

Area Estimated Effort 

(hours)

Estimated Fee 

Wholesale Distribution Tariff 160 $58,000

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Inter-connection support, 2019 

PwC will bill Client for out-of-pocket expenses. Such out-of-pocket expenses include, but are not

limited to, travel, meals, accommodations, report printing, and internal per-ticket charges for 

booking travel.

In the event of a change in the project timeline, an analysis of the impact to fees will be

performed to determine the need for an adjustment to the fee estimate. PwC’s fee estimate is 

based on the current project schedule and access to the information and personnel needed to

perform the Services under this SOW. Any significant Client delays in providing access to the

project materials, system integrator or information need to perform the Services, or any other

significant change to the project schedule, could impact the overall effort associated with this 

SOW and PwC’s related fees. 

D. Schedule

PwC will work with PG&E work supervisors to define a schedule that addresses Client’s planned

milestones for 2019.

Set forth below are the estimate start and end dates for the Services and Deliverables to be

provided under this SOW:

Estimate SOW Start Date: April 15th, 2019

Estimate SOW End Date: September 30th, 2019

E. PG&E Role and Responsibilities

During the term of the SOW, Consultant will work in collaboration with and at the direction of

the designated PG&E Work Supervisor. The Consultant team will meet with the designated

PG&E Work Supervisor, as appropriate, to discuss project status and open issues arising from

the Services, Consultant’s progress reports and/or reports identified as Deliverables from the

Services, Consultant’s resource utilization and staffing mix, adherence (or changes) to

Deliverables and the project plan, as well as any requests for any scope changes. PG&E shall

also provide executive sponsor input and oversight as requested by the PG&E Work Supervisor 

with input from the Consultant team.

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.

PwC 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).

F. Assumptions

● PG&E will establish a project lead, who will act as a liaison between PG&E and PwC and who

will have the mandate and authority to deliver the project.

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● PG&E will provide the PwC resources with timely access to SAP for both Service Planning

and ETCM and, relevant email files and document management systems to perform the

Services.

● The proposed timing and performance of the Services are dependent upon the availability of

Client staff, timeliness of data requests, access to source systems, and the provision of

information, data and documentation requests as needed.

● To facilitate Consultant’s work, PG&E agrees to provide Consultant with documentation

requested and access to PG&E personnel in a timely manner.

● PG&E will grant PwC timely access to PG&E’s premises and systems to facilitate PwC’s

performance of the Services.

● Consultant’s role is advisory. Therefore, Client is responsible for all management functions

and decisions, including establishing and maintaining internal controls, evaluating and

accepting the adequacy of the scope of the Services in addressing Client’s needs and making

decisions regarding whether to proceed with recommendations.

● Client is responsible for the results achieved from performing the Services or using the

Deliverables.

● Client will designate a competent member of management to oversee the Services.

● Consultant expects that Client will provide timely, accurate and complete information and

reasonable assistance, and will perform the Services on that basis.

● Consultant will not provide an opinion or attestation in connection with the provision of the

Services.

G. THIRD PARTY INDEMNIFICATION

PG&E shall indemnify and hold PwC harmless from and against any and all third party claims, 

losses, liabilities, and damages arising from or relating to the Services or Deliverables under this 

SOW, except to the extent finally determined to have resulted from PwC's gross negligence or 

intentional misconduct relating to such Services and/or Deliverables.

H. OTHER ITEMS

The Services performed under this Contract Work Authorization will be performed in 

accordance with the AICPA's Standards for Consulting Services. Accordingly, we will not provide 

an audit or attest opinion or other form of assurance, and we will not verify or audit any 

information provided to us.

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Inter-connection support, 2019 

Consultant is owned by professionals who hold CPA licenses as well as by professionals who are

not licensed CPAs. Depending on the nature of the services we provide, non-CPA owners may be 

involved in providing services to PG&E now or in the future.

At the onset of the Services, Consultant will prepare a project schedule and work breakdown.

This schedule will include Consultant project management activities, Deliverables, and key

interdependencies. The schedule and Deliverables will be subject to the specification and

approval of the PG&E Work Supervisor.

If PwC is requested or authorized by PG&E or required by government regulation, regulatory

agency, subpoena, or other legal process to produce PwC’s Deliverables, working papers or 

personnel for testimony or interview with respect to services PwC performed for PG&E, PG&E

will reimburse PwC for PwC’s and its counsels’ expenses and professional time incurred in

responding to such a request.

PwC is not providing legal advice or legal opinions in this engagement, including determining 

whether PG&E’s policies and programs result in PG&E being “in compliance with” applicable

laws, rules and regulations, which is a legal conclusion. PG&E should obtain such advice or 

opinions from its attorneys.

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