1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

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

EXHIBIT 2

Bankruptcy Accounting Advisory Services

Case: 19-30088 Doc# 4602-23 Filed: 11/07/19 Entered: 11/07/19 19:32:50 Page 1

of 5
Contract Change Order

CO1 C13898

PRICEWATERHOUSECOOPERS LLP 

Page 1 of 4

62-4675 (09-26-18) Sourcing

Contract Change Order

This is Change Order (“CO”) No.1 to Contract No. C13898 dated 22 February 2019 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 Contract, as amended by this Change Order, pursuant to and in accordance with the terms and conditions of 

the Contract.

Contractor’s 

Legal Name: 

PRICEWATERHOUSECOOPERS LLP This Contract Change Order consists of 4 page(s).

Contractor’s 

Address: 

90 PARK AVENUE

NEW YORK, NY 10016

Project Name: 

Job Location: 

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

Additional work is carryover for Financial accounting advice for bankruptcy related matters as outlined in the Engagement Letter

attached.

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

Attachments: PwC CO1 Pricing Schedule, Page 3-4 

PRICING CHANGES: Previous Total Contract Value: $99,000.00 USD

Addition or Deduction: $401,000.00 USD

Revised Total Contract Value: $500,000.00 USD

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

shall remain the same.

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

OF THIS CONTRACT CHANGE ORDER. 

PACIFIC GAS AND ELECTRIC COMPANY CONTRACTOR: PRICEWATERHOUSECOOPERS LLP

Signature Signature

Name Rita Manzana Name

Title Sourcing Supervisor Title

Date Date

Bankruptcy Advisory Services

PG&E Authorized Location(s)

DocuSign Envelope ID: F24CD802-A5DB-455B-816D-C09B0A8DD0F2

Steven Fleming

Principal 

6/12/2019 6/12/2019

Case: 19-30088 Doc# 4602-23 Filed: 11/07/19 Entered: 11/07/19 19:32:50 Page 2

of 5
62-4675 (09-26-18) Sourcing

ADMINISTRATION

PG&E Negotiator Sydni Self Contractor

Representative

Steven Fleming

Phone 925-459-3704 Phone 917-929-6199

Email: Sydni.Self@pge.com Email:

Accounting 

Reference

Stand Alone Agreement C13898

PR290586

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 Invoice COPY to: Penelope Deshields

Penelope.Deshields@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 

Contract Change Order

CO1 C13898

PRICEWATERHOUSECOOPERS LLP 

Page 2 of 4

DocuSign Envelope ID: F24CD802-A5DB-455B-816D-C09B0A8DD0F2

Case: 19-30088 Doc# 4602-23 Filed: 11/07/19 Entered: 11/07/19 19:32:50 Page 3

of 5
This is a non-exclusive agreement and, subject to PwC’s confidentiality obligations, PwC and 

the Other PwC Firms (defined below) are not prevented or restricted from providing services 

to other clients. Client consents to PwC and the Other PwC Firms providing these services.

Timing and Fees

Completion of the Services by any agreed upon date is subject to, among other things,

appropriate cooperation, obtaining the necessary information and timely responses to 

inquiries. PwC will advise Client promptly if the Services cannot be completed within the

agreed upon time frame. 

Fees for the Services to be provided shall not exceed $401,000. In the event that fees for 

requested additional Services are anticipated to exceed this amount, PwC will advise Client 

promptly and will not undertake additional Services without prior approval. 

The fees are based on the time required to complete the engagement. Individual hourly rates

vary according to the experience and skill required. The fees for the Services will be based on

the following agreed upon hourly rates, which will be revised from time to time. Adjusted 

rates will be reflected in billings: 

Individuals Hourly Billing Rate

Partner/Principal $839 - $994

Managing Director $757 - $898

Director/Senior Manager $715 - $807

Manager $525 - $628

Senior Associate $460 - $517

Associate $415 - $450

Administrative Assistance $135

ATTACHMENT 1 

CO1 C13898

PRICEWATERHOUSECOOPERS LLP 

Page 3 of 4

DocuSign Envelope ID: F24CD802-A5DB-455B-816D-C09B0A8DD0F2

Case: 19-30088 Doc# 4602-23 Filed: 11/07/19 Entered: 11/07/19 19:32:50 Page 4

of 5
PwC’s retention, and any requirements governing interim and final fee applications. Client

acknowledges that the preparation of such applications differs from PwC’s ordinary course 

billing procedures for professional services, and Client agrees that, subject to the bankruptcy 

court’s approval, PwC shall be reimbursed for any fees and expenses relating to the 

preparation of such applications. 

PwC will also bill Client for out-of-pocket expenses, any applicable sales, use, excise or value

added tax, and PwC’s internal per-ticket charges for booking travel. 

Amounts billed for services performed by PwC and the PwC Subcontractors (defined below)

shall be considered fees and not expenses and will be billed at rates determined by PwC based

upon experience, skill and other factors or as otherwise agreed by the parties. 

Unless otherwise agreed by the parties, PwC will invoice Client on a regular basis and Client 

shall pay each invoice within 15 days after the invoice date. All invoices will be addressed to 

and payable by Client.

If PwC is requested or authorized by Client or required by government regulation, regulatory

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

individuals for testimony or interview with respect to the Services, Client will reimburse PwC

for PwC’s, the PwC Subcontractors' and their respective counsels’ expenses and professional

time incurred in responding to such a request.

PwC’s hourly fees are not contingent upon the consummation of a transaction, or any aspects 

of the Services and/or Deliverables.

PwC acknowledges that payment of the fees and expenses shall be subject to the jurisdiction 

and approval of the bankruptcy court. PwC intends to file fee and expense applications with 

the bankruptcy court, consistent with the applicable bankruptcy rules, any order approving 

ATTACHMENT 1 

CO1 C13898

PRICEWATERHOUSECOOPERS LLP 

Page 4 of 4

DocuSign Envelope ID: F24CD802-A5DB-455B-816D-C09B0A8DD0F2

Case: 19-30088 Doc# 4602-23 Filed: 11/07/19 Entered: 11/07/19 19:32:50 Page 5

of 5