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WEIL, GOTSHAL & MANGES LLP

Stephen Karotkin (pro hac vice) 

(stephen.karotkin@weil.com) 

Ray C. Schrock, P.C. 

(ray.schrock@weil.com) (pro hac vice) 

Jessica Liou (pro hac vice) 

(jessica.liou@weil.com) 

Matthew Goren (pro hac vice) 

(matthew.goren@weil.com) 

767 Fifth Avenue 

New York, NY 10153-0119 

Tel: 212 310 8000 

Fax: 212 310 8007 

KELLER & BENVENUTTI LLP 

Tobias S. Keller (#151445) 

(tkeller@kellerbenvenutti.com) 

Jane Kim (#298192) 

(jkim@kellerbenvenutti.com) 

650 California Street, Suite 1900 

San Francisco, CA 94108 

Tel: 415 496 6723 

Fax: 650 636 9251 

Attorneys for Debtors 

and Debtors in Possession 

UNITED STATES BANKRUPTCY COURT 

NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO DIVISION 

In re: 

PG&E CORPORATION,

 - and - 

PACIFIC GAS AND ELECTRIC 

COMPANY,

Bankruptcy Case 

No. 19 -30088 (DM) 

Chapter 11 

(Lead Case) 

(Jointly Administered) 

DECLARATION OF STEVE COLEMAN IN 

SUPPORT THE MUTUAL ASSISTANCE 

MOTION 

Hearing Date: July 9, 2019 

Hearing Time: 9:30 a.m. (Pacific Time) 

Place: United States Bankruptcy Court 

 Courtroom 17, 16th Floor 

 San Francisco, CA 94102 

Judge: Hon. Dennis Montali 

Objection Deadline: July 2, 2019, at 4:00 p.m. (Pacific 

Time)

Debtors. 

 Affects PG&E Corporation 

 Affects Pacific Gas and Electric 

Company 

 Affects both Debtors 

* All papers shall be filed in the Lead Case, 

No. 19-30088 (DM). 

Case: 19-30088 Doc# 2589 Filed: 06/18/19 Entered: 06/18/19 16:42:08 Page 1 of

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I, Steve Coleman, pursuant to section 1746 of title 28 of the United States Code, hereby declare 

under penalty of perjury that the following is true and correct to the best of my knowledge, information, 

and belief: 

1. I am Senior Director of Sourcing at Pacific Gas and Electric Company (the 

“Utility” and, together with PG&E Corporation, the “Debtors”). I joined the Utility in 1984 and held 

successive leadership positions in supply chain roles before becoming a Director of Corporate Real 

Estate. In 2007, I transitioned back to supply chain and sourcing roles and, in 2014, I was promoted to 

my current position. I currently lead Electric Supply Chain and Sourcing Operations. I hold a bachelor’s 

degree in labor studies from San Francisco State University and a master’s degree in business 

administration and management from John F. Kennedy University. 

2. This Declaration is submitted in support of the Omnibus Motion Pursuant to 11 

U.S.C § 365(a), Fed. R. Bankr. P. 6006, and B.L.R. 6006-1 for an Order Approving the Utility’s 

Assumption of Mutual Assistance Agreements (the “Motion”), filed concurrently herewith.1 I am 

knowledgeable and familiar with the Utility’s day-to-day operations and, specifically, the Utility’s 

interaction with the utilities and governmental units when the Utility requests, or answers requests for, 

assistance pursuant to the Mutual Assistance Agreements. 

3. The facts set forth in this Declaration are based upon my personal knowledge, my 

review of relevant documents, and information provided to me by the Debtors’ other employees or the 

Debtors’ legal, restructuring, and financial advisors. If called upon to testify, I would testify to the facts 

set forth in this Declaration. 

4. When utility companies, such as the Utility, face natural and man-made disasters 

and other emergency situations that cause significant damage to their infrastructure and widespread 

disruption of service to customers, it is of paramount importance that they respond quickly and safely to 

restore service to affected customers. In these emergency situations, utilities often rely on other utilities 

 

1

 Capitalized terms used but not otherwise herein defined shall have the meanings ascribed to such terms 

in the Motion. 

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from areas of the country not affected by the outage or event in question to provide assistance and 

resources to accelerate restoration efforts – this is often referred to as the industry’s mutual assistance 

network. 

5. Restoring power after a major disruptive event – such as an earthquake, winter 

storm, or wildfire – is a complex task that requires significant logistical support and restoration expertise. 

Following such an event, the Utility must quickly increase the number of skilled line restoration workers 

and have access to the necessary specialized equipment and tools to timely respond and repair damaged 

power and gas infrastructure and restore service to customers. To do this, the Utility turns to the mutual 

assistance network. Absent support from the network of companion utilities and governmental units that 

participate in the mutual assistance network, it would be extremely difficult, if not impossible, for the 

Utility to obtain sufficient trained personnel with years of utility specific experience and the other 

resources necessary to promptly respond to these events. 

6. I believe that access to the mutual assistance network is particularly important for 

the Utility due to its location in the State of California. The size, geography, and climate of California 

means that the Utility faces extreme weather conditions and earthquake risks, and can face disruptive 

events arising from these conditions at any point during the calendar year and throughout its service 

territory. While the threat of emergency situations exists year-round, I believe the Utility faces 

particularly acute and critical threats during the summer wildfire season. 

7. These voluntary assistance arrangements are formalized in agreements, including 

the Mutual Assistance Agreements, which are generally managed by regional mutual assistance groups 

throughout the United States. The Mutual Assistance Agreements provide a framework for utilities to 

request assistance from other utilities in emergency situations, and if such assistance is provided, for the 

requesting utility to reimburse the assisting utilities for the costs and expenses of providing such 

assistance. It is my understanding that these agreements do not obligate a utility to provide assistance 

in emergencies; however, if assistance is provided, the requesting utility is obligated to reimburse the 

assisting utility under the terms of the agreements. 

Case: 19-30088 Doc# 2589 Filed: 06/18/19 Entered: 06/18/19 16:42:08 Page 3 of

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8. Pursuant to the Motion, the Utility is seeking to assume the following Mutual 

Assistance Agreements with a total of 235 Assisting Parties (some being party to more than one 

agreement): 

a) The Mutual Assistance Agreement (Electric and Natural Gas) among Members 

of the California Utilities Emergency Association (the “CUEA Agreement”), 

executed by the Utility on July 16, 2008; 

b) The Western Region Mutual Assistance Agreement for Electric and Natural Gas 

Utilities (the “WR Agreement”), executed by the Utility on June 7, 2006; 

c) The Edison Electric Institute Mutual Assistance Agreement, (the “Master 

Agreement”) executed by the Utility on November 13, 2012; 

d) The Reciprocal Assistance Agreement, dated September 9, 2014, between the 

Utility and Florida Power & Light Company (the “FPL Agreement”); 

e) The American Gas Association Master Operations Assistance Agreement (the 

“AGA Agreement”) executed by the Utility on December 13, 2016; and 

f) The Mutual Assistance Agreement, dated January 5, 1994 between the Utility 

and Trinity County Public Utilities District (the “TCPUD Agreement”). 

9. It is my understanding that the primary terms of each Mutual Assistance 

Agreement are substantially similar with each agreement providing for: (i) the method for a utility to 

request assistance; (ii) the requesting party’s obligations to reimburse the assisting party’s reasonable 

costs and expenses; (iii) the requesting party’s obligations to provide facilities and supplies to assisting 

utility personnel; and (iv) the terms and conditions on which assistance is provided, including 

employment terms, supervisory responsibility, and other operational procedures. The Mutual 

Assistance Agreements generally extend in perpetuity with no defined end date,2 and generally permit a 

party to withdraw from the agreement at will, subject to certain notice requirements.3

10. I believe that the support provided through these Mutual Assistance Agreements 

is an essential part of the Utility’s restoration and response efforts in emergency outage situations as well 

 

2

 The AGA Agreement is effective until December 31, 2020. 

3

 The FPL Agreement does not include a specific procedure for termination. 

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as its contingency planning efforts. In recent years, the Utility has had a greater need to call on support 

from Assisting Parties under these agreements. It is my understanding that, in 2017, the Utility requested 

and received assistance from 552 full-time equivalent utility workers from approximately 18 Assisting 

Parties for three major emergency incidents. I further understand that, in 2018, the Utility requested and 

received assistance from 464 full-time equivalent utility workers from 24 Assisting Parties for two major 

emergency incidents. The Utility has already sought support from Assisting Parties in response to snow 

storms causing outages in February 2019. 

11. Currently, the Utility has outstanding financial obligations to the various Assisting 

Parties under the Mutual Assistance Agreements relating to emergency situations that occurred prior to 

the Petition Date, including assistance in responding to the Camp Fire, the Carr Fire and the Mendocino 

Complex Fire. As of the Petition Date, based on a review of its books and records, the Utility owes 

approximately $28.5 million to twenty-four Assisting Parties for assistance provided prior to the Petition 

Date (the “Outstanding MAA Obligations”).4 The Outstanding MAA Obligations owed to each 

Assisting Party is identified in Exhibit B of the Motion. 

12. The Utility seeks to assume the Mutual Assistance Agreements pursuant to the 

Motion to ensure that it has adequate resources and support in the event of future outages or other 

emergency circumstances. I believe that the support of the Assisting Parties is critical for the fast, safe, 

and efficient restoration of service during major outages and for the Utility’s contingency planning 

purposes. As stated, due to the size, geography, and climate of California, the Utility faces extreme 

weather conditions and earthquake risks that can result in events requiring mutual assistance at any point 

during the year and throughout its service territory; however, that risk is especially acute and critical 

during the summer wildfire season. Accordingly, I believe that the assumption of the Mutual Assistance 

Agreements at this time, prior to the start of the wildfire season is necessary and appropriate to safeguard 

 

4

 $27,377.31 of the Outstanding MAA Obligations owed to Florida Power & Light Company (“FPL”) 

by the Utility (out of a total of $7,431,964) is subject to ongoing review and reconciliation by the Utility 

(the “Disputed Amounts”). In the event the Utility determines it is not liable for part or all of the 

Disputed Amounts under the FPL Agreement, it will not pay such amounts to FPL. 

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the continued and ongoing delivery of electricity and natural gas to the Utility’s 16 million customers. 

Furthermore, the Mutual Assistance Agreements are unique among the Utility’s portfolio of executory 

contracts in that they are agreements with other utilities and governmental units within the mutual 

assistance network to respond to emergency situations and only require the Utility to reimburse costs 

and expenses unlike other contracts that presumably include fees, profits, and margins. 

13. Absent assumption of the Mutual Assistance Agreements, the Utility’s ability to 

safely and efficiently mitigate hazards caused by damage to power plants, transmission lines, and 

substations, including addressing down power lines, will be significantly delayed. Moreover, the 

Utility’s ability to promptly restore power to other critical services (such as hospitals, police and fire 

stations, and other essential utilities including water and communications systems) may also be delayed 

or compromised, which in turn may delay the ability of those services to respond to or be utilized in 

emergency situations 

14. Absent payment of the Outstanding MAA Obligations and confirmation that any 

future obligations incurred by the Utility pursuant to the Mutual Assistance Agreements will be afforded 

priority as administrative expenses in the Chapter 11 Cases, I believe that the Utility will face difficulty 

in obtaining the critical and necessary assistance of other utilities during future outages and emergency 

situations as Assisting Entities may decline to provide support. If the Utility cannot rely on the Assisting 

Parties in future emergencies, the Utility’s ability to promptly respond to emergency situations and 

natural disasters will be materially compromised, resulting in a serious risk to public safety. This could 

lead to a situation where the Utility may be forced to invest valuable time and capital in additional 

resources that would sit idle during normal business operations to ensure it can adequately respond to 

emergency situations. Assumption of the Mutual Assistance Agreements would avoid these costs and 

expenses and ensure that the Utility has access to the necessary manpower and equipment to respond to 

emergency situations, as and when needed. 

15. It is my understanding that the number of Assisting Parties which have responded 

to requests for mutual assistance following the commencement of the Chapter 11 Cases has been lower 

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than the Utility would expect based on previous requests. Accordingly, the Utility seeks to assume the 

Mutual Assistance Agreements to ensure that it can promptly respond to major emergencies and natural 

disasters. I believe that these matters are important to the continued ability of the Utility to operate its 

business in a safe and reliable manner, and to the success of these Chapter 11 Cases. Accordingly, I 

believe the relief requested in the Motion should be approved as a sound exercise of the Utility’s business 

judgment. 

[Remainder of this page is intentionally left blank] 

 

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Pursuant to 28 U.S.C. § 1746, I declare under the penalty of perjury, that the foregoing is 

true and correct to the best of my knowledge, information, and belief, and that this declaration was 

executed at Concord, California on June 18, 2019. 

/s/ Steve Coleman

Steve Coleman

 

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