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WEIL, GOTSHAL & MANGES LLP

Stephen Karotkin (pro hac vice)

(stephen.karotkin@weil.com)

Ray C. Schrock, P.C. (pro hac vice)

(ray.schrock@weil.com) 

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 MARGARET A. PIETRASZ

IN SUPPORT OF ENVIRONMENTAL

AGREEMENTS ASSUMPTION MOTION

Date: September 24, 2019

Time: 9:30am (Pacific Time)

Place: United States Bankruptcy Court

 Courtroom 17, 16th Floor

 San Francisco, CA 94102

Judge: Hon. Dennis Montali 

Objection Deadline: September 10, 2019, 4pm (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). 

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I, Margaret A. Pietrasz, 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 a Senior Attorney of the Law Department at Pacific Gas and Electric 

Company (the “Utility,” and together with PG&E Corporation, the “Debtors”). I was first employed by

the Utility from about 1982 – 1987 and held a number of positions in the Utility, including as a manager 

in the Materials Department. I later joined the Utility’s Law Department in 2002. I am an active member 

in good standing of the State Bar of California. I hold a juris doctorate from Golden Gate University 

School of Law, a B.S. degree from Lehigh University, and a M.S. degree from Wayne State University.

2. I am authorized to submit this Declaration (this “Declaration”) on behalf of the 

Debtors in support of the Fourth Omnibus Motion of Debtors Pursuant to 11 U.S.C § 365(a), Fed. R. 

Bankr. P. 6006, and B.L.R. 6006-1 for an Order (I) Approving Assumption of Environmental Agreements

and (II) Granting Related Relief (the “Motion”).

1

 I am knowledgeable and familiar with the Debtors’

day-to-day operations and, specifically, the Debtors’ investigation, remediation, and restoration

activities relating to the Environmental Agreements.

3. Unless otherwise noted, 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 competently to the facts set forth in this Declaration.

4. The Environmental Agreements collectively govern the terms by which the 

Debtors will perform certain investigation, remediation, and restoration obligations relating to specific 

tracts of land which the respective Owners own or on which they reside. Under the Environmental 

Agreements, the Debtors’ ongoing Agreement Obligations generally include, among other things: 

(i) routine or discrete investigation of the property for potential contaminants relating to prior utility 

facilities located on or near such property; (ii) if contaminants associated with the former utility facilities 

are located on the property, remediation activities to remove or otherwise remediate such contaminants 

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 the property to reduce the risk of possible future exposure to any such contaminants; and (iii) to 

the extent reasonably possible following either investigation or remediation, the restoration of the 

Owners’ property to its prior condition before the investigation or remediation occurred. With oversight 

from the DTSC, the Debtors and their employees and contractors work in close conjunction with the 

Owners to determine the most appropriate scope of and timing for the Debtors’ performance of the 

Agreement Obligations. The Environmental Agreements cover the period of time required to complete 

the applicable Agreement Obligations, subject to mutually agreed extensions of time as may be needed.

5. I understand that each of the Owners owns property that may have been or was 

affected by potential contaminants generated in the course of operations of former utility facilities 

located on or near such property. The Debtors entered into the Environmental Agreements with the 

Owners in an effort to determine whether such contaminants exist on the property, and if so, to remediate 

such property for the benefit of the Owners and the surrounding environment. The Environmental 

Agreements are typically accompanied by either an attached general memorandum of understanding or 

other scope of work, negotiated by the parties, whereby the respective Owner identifies specific 

investigation or remediation and restoration activities.

6. By way of example, the Investigation Agreements relate solely to the 

investigation of an Owner’s land. Under the Investigation Agreements, the Debtors agree to take soil

and soil vapor samples in different locations in an effort to identify which, if any, chemicals associated 

with past utility operations are present. If chemicals in sufficient quantities are determined to exist on 

the property, the Owner and the Debtors then agree to specific remediation and restoration activities the 

Debtors must perform. These specifics are generally set forth in a memorandum of understanding which 

ultimately is the basis of and attached to a Remediation Agreement.

7. In connection with the Debtors’ Agreement Obligations, the Debtors may lease 

an Owner’s property to facilitate its remediation and restoration obligations. The lease provides the 

Debtors access and use of the land to appropriately remediate and restore the property in exchange for 

monetary compensation to the Owner. In addition, in conjunction with entering into a Remediation 

Agreement, the Debtors may also enter into a settlement and release agreement with the Owner, whereby 

the Owner covenants not to pursue potential claims against the Debtors related to the presence, 

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investigation, or remediation of contaminants on their property associated with the former utility 

operations, so long as the Debtors agree to remediate and restore such property in accordance with the 

terms set forth in the applicable Remediation Agreement.

8. The Environmental Agreements allow the Debtors to continue their investigation 

and remediation activities under the DTSC-approved remedial action plan and pursuant to its voluntary 

cleanup agreement, and avoid litigation with home owners. Accordingly, the Debtors seek to assume 

the Environmental Agreements set forth on Exhibit B attached to the Motion, which are made with the 

following Owners: (i) Dennis Caselli; (ii) Sam and Catherine Dorrance; (iii) Laura Hart; and (iv) Minh 

and Gurdon Merchant. Each agreement listed on Exhibit B includes the names of the applicable 

Owners, the title of the Environmental Agreement, the date of execution, and any prepetition Agreement 

Obligations owed to the applicable Owner that must be satisfied or cured for the Debtors to assume such 

agreement. I understand that each of the Owners have consented to the assumption of their respective

Environmental Agreements by the applicable Debtors and the proposed cure amounts for each such 

agreement as set forth in Exhibit B.

9. Under applicable California law, the Debtors generally must ensure that they

investigate and remediate the properties covered by the Environmental Agreements. I therefore believe 

that the Debtors’ failure to investigate or remediate the properties covered by the Environmental 

Agreements may expose the Debtors to potential liability and costly litigation. To avoid the uncertainty 

associated with the potential liability and litigation costs, and to assert orderly control over the 

investigation process, the Debtors took affirmative steps before the Petition Date to enter into the 

Environmental Agreements and perform their Agreement Obligations, which they have continued to 

perform on a post-petition basis. Accordingly, I believe that performance under the Environmental 

Agreements has served to reduce the Debtors’ environmental cleanup obligations to foreseeable 

expectations, a benefit that I believe should be preserved through the relief sought in the Motion. 

10. The Debtors agreed with the DTSC to act in accordance with an approved

remedial action plan. The remedial action plan was formally reviewed and approved by the DTSC and 

set forth the public plans by which the Debtors, with oversight from the DTSC, will investigate and 

remediate certain properties, including specifically those covered by the Environmental Agreements. I 

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believe that continued performance under the Environmental Agreements permits the Debtors to comply 

with the Debtors’ obligations to the DTSC. Indeed, for similar reasons, the Debtors sought and received 

the relief in the Customer Programs Motion to continue funding amounts in respect of their

environmental cleanup responsibilities. Among other things, that relief was intended to ensure 

compliance with California law and to permit the Debtors to continue working with the DTSC and other 

agencies on various environmental matters. 

11. Finally, I believe that there are no existing defaults under the Environmental 

Agreements and, therefore, no outstanding cure obligations owed under the Environmental Agreements. 

12. Accordingly, I believe the relief requested in the Motion should be approved as a 

sound exercise of the Debtors’ business judgment and is in the best interests of their estates, creditors, 

shareholders, and all other parties in interest.

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