EXHIBIT 1-L

Case: 19-30088 Doc# 4901-4 Filed: 11/27/19 Entered: 11/27/19 16:12:26 Page 1

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Contract No. 14795

Attachment 1: Scope of Work

KPMG LLP.

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Statement of Work

This Statement of Work (SOW) outlines the engagement between Pacific Gas and Electric 

Company (“PG&E” or “Owner”) with KPMG LLP (“KPMG” or “Consultant”) to perform the services 

described below.

The governing master services agreement for this work is Master Services Agreement #73 

(4400011340), executed on January 19, 2017 (as amended, the “MSA”).

1) Scope 

The objective of this scope of work is to perform an analysis of Quanta Services Inc.’s payment 

applications submitted to PG&E for performance of various construction management services.

Consultants’ work will include a review of the payment application process related to invoices 

submitted by, and payments made to Quanta Services Inc. (“Quanta” or “Vendor”) for services

rendered to PG&E with the objective of facilitating timely and accurate payments to Quanta.

Work will focus on determining whether costs charged to PG&E by Quanta are in accordance 

with the contract between Quanta and PG&E and identify and quantify costs paid in excess of 

the contractually allowed amounts.

2) Approach

Consultant will perform the following tasks, which will require active participation from PG&E 

contract management personnel and leadership, including the collection of data/documents, 

attending status meetings, and reviewing cost analysis reports, presentations and discussions.

a. Planning

Activities include the initiation of the engagement including request for documents, data, 

and interviews

 Kick-off meeting to review scope, approach, timelines, and expectations

 Review Quanta’s contract(s) and prepare a cost analysis plan and draft document 

request list

 Request documents and data for review and analysis

 Schedule interviews with contract management personnel on an as-needed basis

b. Cost data gathering and review

Review data and documentation provided to document existing process for preparing, 

accepting, processing and reviewing applications for payment and make suggestions for 

improvement to facilitate timely and accurate invoicing, reviews and payment for services 

rendered by Quanta. Prepare a recommended cost analysis work plan based on format 

and availability of source documentation. Depending on the quality, source and 

availability of data, the following two options will be considered:

 Option 1 - Unstructured Electronic or Hard Copy Data: If the data can only be provided 

in an unstructured format (manual or hard copy) KPMG will propose a manual sample 

testing approach

DocuSign Envelope ID: E4E498C5-75BB-475D-A1A7-46339456742C

Case: 19-30088 Doc# 4901-4 Filed: 11/27/19 Entered: 11/27/19 16:12:26 Page 2

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Contract No. 14795

Attachment 1: Scope of Work

KPMG LLP.

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 Option 2 - Structured Electronic Data: If the data can be provided in structured 

electronic format Consultant will propose utilizing an analytic cost analysis approach 

leveraging analytic scripts to test/screen the entire population with detailed testing of 

high risk transactions.

Deliverable: Final work plan with analysis and testing approach (Option 1 or 2).

c. Phase I: Assess invoices received to-date

The purpose of this task is to review the invoices received to-date to clear the backlog and 

support the validation of costs and compliance with contractual terms. These activities will 

supplement PG&E’s existing process for reviewing invoices:

Cost and Payment Analysis & Testing

Based on the final agreed upon work plan, perform the following analysis of Quanta’s 

billings and PG&E payments on a sample basis, including the following if applicable.

 Labor transaction testing

 Materials and equipment cost assessment

 Direct costs assessment

 Subcontractor assessment

 Indirect costs assessment

 Change order assessment

The sampling of transactions will be conducted based on, but, not limited to the following 

factors:

 Magnitude of costs per employee

 Magnitude of labor hours associated with straight, over, and double time

 Magnitude of expenses (single and/or recurring)

 Utilization and magnitude of costs per equipment

 Magnitude of material costs

 Historical cost trends

Deliverable: Results of cost analysis and testing, including cost worksheets identifying 

any variances.

d. Reporting and review of results

Upon completion of costs and payment analysis and testing, review all potential 

variances and observations with PG&E and Quanta. This may include conducting a 

series of meetings to review the results and determine actions and possible next steps 

and follow-up actions/additional documentation required. Upon resolution of outstanding 

issues prepare and issue a draft report in a format acceptable to PG&E and a final report 

after exit conference with PG&E. 

3) Schedule

A high-level schedule of the project by task and deliverables is provided below:

Task March April May June

a Planning

DocuSign Envelope ID: E4E498C5-75BB-475D-A1A7-46339456742C

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Contract No. 14795

Attachment 1: Scope of Work

KPMG LLP.

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b Data gathering 

and review

c

Invoice 

assessment

d Reporting and 

review of results

*completion date reflects the end of Phase I

4) Consultant Resources

Gaurav Mathur (Manager) will lead the efforts for Consultant for the proposed assessment 

supported by Jason Lorentz (Senior Associate). Additional staff resources may be utilized as 

needed. In addition to Gaurav and Jason, Clay Gilge, Principal, will provide leadership 

oversight and discuss results with business sponsors and Geno Armstrong will provide 

additional support and guidance with regards to communication with PG&E leadership.

5) PG&E Responsibilities

PG&E team members will be expected to be available to participate in workshops, meetings 

and fully engaged throughout this effort, including the review of any draft and final deliverables.

6) Terms & Conditions

All Work shall be performed in accordance with the terms and conditions set forth in the 

Master Service Agreement No. 73 (4400011340). Should a conflict arise regarding terms 

and conditions, it is agreed that the terms and conditions according to Master Service 

Agreement No. 73 (4400011340) shall prevail.

7) Professional Fees and Expenses

The fees for this engagement will be invoiced on time and material basis, including an addition

of 10% of our professional fees for travel, lodging, meals, etc., which will be passed through to 

PG&E at cost, without markup. The total fee and expenses under this agreement will not 

exceed $207,900.00 T&M.

Consultant’s professional fees and expenses for this effort are summarized below:

Description Estimated 

Hours

Estimated 

Fees

a Planning 20 $6,000

3/18/19

Kick-off

Deliverables Target week

Task b: 

 Final Workplan with analysis and testing approach (Option 1 or 2) 4/1/19

Task c: 

 Results of cost analysis and testing, including cost worksheets identifying 

any variances.

4/22/19

Task d:

 Final Phase I Report 5/13/19

5/31/19

Completion*

DocuSign Envelope ID: E4E498C5-75BB-475D-A1A7-46339456742C

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Contract No. 14795

Attachment 1: Scope of Work

KPMG LLP.

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b Cost data gathering and review 100 $22,000

c Assess invoices received to-date 360 $115,000

d Reporting and review of results 180 $46,000

Fee (sub-total) = $189,000

Expenses (10% of professional fees) = $18,900

Estimated Fee + Expenses (total) = $207,900.00

Note that the fee established for the scope includes the review and analysis of invoices 

received between December 2018 and March 2019 only. 

Consultant acknowledges that the Bankruptcy Court must approve the terms of this SOW and 

its fees in order for Consultant to be compensated. In that regard, Consultant 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. PG&E acknowledges that professional time 

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

rules and guidelines differs from Consultant’s normal billing procedures and, as a result, 

requires significant effort by Consultant to comply therewith. The expense required by this effort 

was not included in the estimated fees described above. PG&E agrees that, subject to

Bankruptcy Court approval, Consultant shall be reimbursed for such professional time incurred.

To the extent that the services involve procedures in connection with PG&E’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 PG&E 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 100% of our 

standard professional hourly rates. In its fee applications, Consultant will identify and describe 

any Out-of-Scope Services.

The provisions in this “Engagement Fee Schedules” will apply with respect to this SOW 

notwithstanding anything in the MSA 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 

MSA will not apply to this SOW or the services provided under this SOW.

8) Invoicing

Consultant will submit billings on a monthly basis according to the MSA. Consultant reserves

the right to halt further services until payment is received on past due invoices. 

In the event Consultant is unable to have access to resources, data or other information 

required for the project, or if PG&E determines, at its sole discretion, that Consultant should 

DocuSign Envelope ID: E4E498C5-75BB-475D-A1A7-46339456742C

Case: 19-30088 Doc# 4901-4 Filed: 11/27/19 Entered: 11/27/19 16:12:26 Page 5

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Contract No. 14795

Attachment 1: Scope of Work

KPMG LLP.

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not continue with the work, then PG&E and Consultant agree that Consultant shall be paid for 

hours and expenses incurred to date and no further obligation from PG&E to Consultant shall 

be due.

Consultants invoices shall be submitted to PG&E Accounts Payable Department as noted on 

the CWA and a copy provided to the PG&E Work Supervisor at the address listed on the CWA. 

Payment will be made pursuant to date of receipt of invoice by PG&E Accounts Payable.

NOTIFICATION Consultant shall immediately notify PG&E regarding any problems which may 

significantly affect performance of Services by immediately notifying PG&E’s Work Supervisor.

9) PG&E and Consultant Work Supervisor Name, Number and email address

Derek J. Cedars

Director, Contract and Project Management

D6C6@pge.com

10) Work Location(s)

The majority of work is expected to occur remotely. From time to time, Consultant may conduct 

meetings at other PG&E offices, such as those in San Ramon or Rocklin, depending on the 

location and schedule of PG&E resources involved in this effort.

11) Other Matters

Consultant’s services as described in this SOW constitute an Advisory engagement 

conducted under the American Institute of Certified Public Accountants (“AICPA”) Standards 

for Consulting Services. Such services are not intended to be an audit, examination, 

attestation, special report or agreed-upon procedures engagement as those services are 

defined in AICPA literature applicable to such engagements conducted by independent 

auditors. Accordingly, these services will not result in the issuance of a written 

communication to third parties by Consultant directly reporting on financial data or internal 

control or expressing a conclusion or any other form of assurance.

Additionally, the scope of work does not require that Consultant make any legal 

interpretations or render any legal advice, and the parties hereby agree that in connection 

with Consultant’s performance of the services under this SOW shall not include or be 

construed to include the provision by Consultant of legal advice or legal services. All legal 

interpretations and rendering of legal advice shall be Counsel’s responsibility. Consultant will 

refer any such questions to Owner.

12) Conflict of Interest

Consultant has performed a limited internal search for relationships based on the Vendor 

identified by PG&E. Based on that internal search, Consultnat [and member firms of the 

KPMG network of independent firms and firms and entities controlled by, or under common 

control with, one or more such member firms (collectively, “Member Firms”)] has provided 

services to the following Vendor identified by PG&E: 

KPMG LLP in the US has provided audit services and currently provides tax services and one 

or more other member firms of KPMG International provide audit, tax, and advisory services 

to QUANTA SERVICES, INC. and/or affiliates. Cleared from a conflicts perspective. 

By signing this SOW, PG&E agrees that this relationship does not (i) constitute a limitation on 

the services requested; (ii) create a basis for disqualification of KPMG or its professionals; or 

DocuSign Envelope ID: E4E498C5-75BB-475D-A1A7-46339456742C

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Contract No. 14795

Attachment 1: Scope of Work

KPMG LLP.

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(iii) constitute a conflict of interest for purposes of KPMG’s engagement to perform the 

services under this SOW. PG&E expressly waives its right to assert any such conflict against 

KPMG.

KPMG’s process for conducting searches of potential conflicts takes place at the time the 

vendor(s) are identified and provided by PG&E. However, if KPMG becomes aware of any 

potential conflicts after the start of the engagement, KPMG will promptly inform PG&E. In 

addition, during the course of this engagement, PG&E agrees that PG&E will inform KPMG of 

additional vendor(s) in this matter or name changes for those vendor(s) previously provided. 

At such time, KPMG will perform an additional limited internal search for relationships on 

those vendor(s). If identified, KPMG will advise PG&E of the general nature of any services 

provided to that subject (i.e., audit, tax and/or advisory). 

If PG&E fails to promptly notify KPMG of its objection to the identified relationship(s), PG&E 

agrees that KPMG’s professional relationship with the vendor(s) does not impact KPMG’s 

engagement to perform the services under this SOW. 

KPMG reserves the right to resign from this engagement at any time if a conflict, as 

contemplated by the professional standards of the AICPA, law or regulation, arises or 

becomes known to KPMG that prohibits KPMG from conducting this engagement, or in 

KPMG’s judgment, would impair KPMG’s ability to perform objectively. If KPMG serves as 

independent auditors of a vendor, KPMG may require consent from the vendor, which will be 

determined on a case-by-case basis. 

KPMG will take all reasonable steps to prevent the disclosure of confidential information 

between the KPMG team serving PG&E and the KPMG team serving the Vendor. PG&E 

hereby also acknowledges and agrees that KPMG may be in possession of confidential 

information concerning Vendor that may be relevant to PG&E’s procedures and that such 

information will not be disclosed to PG&E unless Vendor provides written consent to such 

disclosure in advance. 

Where KPMG provides audit services to Vendor, KPMG’s professional responsibilities may 

require that KPMG inform the KPMG team serving Vendor about information coming to 

KPMG’s attention that affects KPMG’s engagement to audit Vendor’s consolidated financial 

statements. By PG&E’s signature below, PG&E acknowledges that such communication, if 

deemed necessary in KPMG’s sole judgment, will require no approval or communication with 

PG&E on this matter. 

END OF SCOPE OF WORK

DocuSign Envelope ID: E4E498C5-75BB-475D-A1A7-46339456742C

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Contract Work Authorization

CWA No. 14795

62-4229 CWA (9/26/11) Sourcing

Contract Work Authorization (CWA)

This Contract Work Authorization (“CWA”) No. 14795 is issued under and pursuant to the Blanket Agreement or Master 

Service Agreement No. 73 (44000011340) dated January 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 245 Market 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 

Address:

PO Box 120001

Dallas, TX 75312

Project Name: Quanta invoice review

Job Location: Consultant’s Offices and PG&E Office Locations in San Francisco and San Ramon,CA

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, Scope of Work.

Consultant will perform a cost analysis of Quanta Services Inc.’s payment applications submitted to PG&E for performance 

of various construction management services as set forth in the Statement of Work (“SOW”) attached hereto as 

Attachment 1.

Costs: Time & Material basis (Consultant’s rates in accordance to rates set forth in MSA 4000011340).

Professional Fees: $189,000 / Expense costs: Not to exceed $18,900

ATTACHMENTS: Each of the following documents are attached to this CWA and are incorporated herein by this reference:

Attachment 1: Statement of Work, Pages 6

Exhibit 1- A, 6 Pages 

CWA TERM: This CWA is effective upon signature by both parties and expires on 6/30/2019. 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 6/30/2019.

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: Not-to-Exceed Two Hundred Seven Thousand and Nine Hundred Dollars: $207,900.00; Time and Materials

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 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 Angela Ramirez Name Clay Gilge

Title Sourcing Specialist Title Principal

Date Date

Contractor’s 

Legal Name:

KPMG LLP Total Number of Pages: 14

DocuSign Envelope ID: E4E498C5-75BB-475D-A1A7-46339456742C

 

Case: 19-30088 Doc# 4901-4 Filed: 11/27/19 Entered: 11/27/19 16:12:26 Page 8

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Contract Work Authorization

CWA No. 14795

62-4229 CWA (9/26/11) Sourcing

ADMINISTRATION

PG&E

Negotiator

Angela Ramirez Contractor 

Represent

Clay Gilge

Phone 916-742-9713 Phone 206.851.2655

Email Angela.Ramirez@pge.com Email cgilge@KPMG.com

Accounting Reference PR: 316623 Order: 2049425

PG&E Work Supervisor: Derek Cedars (D6C6@pge.com) Phone: 

INVOICE The default submission system for invoices to PACIFIC GAS AND ELECTRIC COMPANY should be through

INSTRUCTIONS: Taulia electronic invoicing portal, which also provides real-time invoice payment status.

As described in more 

detail in the Invoicing 

section of the Terms and 

Conditions, Contractor

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

shall send invoices for

each payment when due,

showing the Purchase

Order Number (starts with Send COPY of Invoice to: Jennifer Brothers

6030 West Oaks Blvd., 3rd Floor

Rocklin, Ca 95765

E-MAIL TO: ETS&PScontractInvoicing@pge.com

“27” or “35”) and the Line

Item number, if

applicable.

INTERNAL PG&E USE ONLY

Distribution Date

Distribution of Copies:

ARIBA Contracts (“27” series): Buyer uploads 

an executed copy in Ariba.

Work Supervisor

Invoice Approver

V.P.

Director

Contractor

(Signed Original Copy)

Manager 

Supervisor

Sourcing/ Purchasing

Law

DocuSign Envelope ID: E4E498C5-75BB-475D-A1A7-46339456742C

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