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KELLER BENVENUTTI KIM LLP

Tobias S. Keller (#151445) 

(tkeller@kbkllp.com) 

Jane Kim (#298192) 

(jkim@kbkllp.com) 

David A. Taylor (#247433) 

(dtaylor@kbkllp.com) 

650 California Street, Suite 1900 

San Francisco, CA 94108 

Tel: (415) 496-6723 

Fax: (650) 636 9251 

Attorneys for Debtors and Reorganized 

Debtors

UNITED STATES BANKRUPTCY COURT 

NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO DIVISION 

In re:

PG&E CORPORATION, 

 - and - 

PACIFIC GAS AND ELECTRIC COMPANY, 

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 No. 19-30088 (DM)

Chapter 11 

(Lead Case) 

(Jointly Administered) 

STIPULATION MODIFYING PLAN 

INJUNCTION (SONOMA COUNTY 

WATER AGENCY) 

 

Case: 19-30088 Doc# 13047 Filed: 10/06/22 Entered: 10/06/22 15:20:03 Page 1

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PG&E Corporation (“PG&E Corp.”) and Pacific Gas and Electric Company (the 

“Utility”), as debtors and reorganized debtors (collectively, the “Debtors” and as reorganized 

pursuant to the Plan,1 the “Reorganized Debtors”) in the above-captioned cases (the “Chapter 

11 Cases”), on the one hand, and Sonoma County Water Agency (“Sonoma Water”), on the other 

hand (collectively, the “Parties”), by and through the undersigned counsel, hereby stipulate and 

agree as follows: 

RECITALS 

A. On January 29, 2019 (the “Petition Date”), the Debtors commenced these Chapter 

11 Cases in the United States Bankruptcy Court for the Northern District of California (the 

“Bankruptcy Court”). The Chapter 11 Cases are being jointly administered for procedural 

purposes only pursuant to Rule 1015(b) of the Federal Rules of Bankruptcy Procedure. 

B. Sonoma Water filed Proofs of Claim Nos. 78051 against the Utility and 76605 and 

78416 against PG&E Corp. (collectively, the “Proofs of Claim”), each asserting a claim in excess 

of $100,000,000 in connection with the Potter Valley Hydroelectric Project, FERC Project No. 77 

(the “Project”) located in Mendocino and Lake Counties, alleging, among other things, a claim 

for anticipatory breach of that certain water delivery agreement between the Utility and Potter 

Valley Irrigation District dated March 30, 1936 (the “Contract”).2 

C. Mendocino County Inland Water and Power Commission (“MCIWPC”) separately 

filed Proof of Claim No. 86469 against the Utility (the “MCIWPC Proof of Claim”), also 

asserting a claim in excess of $100,000,000 in connection with the Project, and also alleging, 

among other things, a claim for anticipatory breach of the Contract, and a claim for waste. In its 

1

 Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in 

the Debtors’ and Shareholder Proponents’ Joint Chapter 11 Plan of Reorganization Dated June 

19, 2020 (as may be further modified, amended or supplemented from time to time, and together 

with any exhibits or schedules thereto, the “Plan”). 

2

 Sonoma Water also filed Proof of Claim No. 75444, which was disallowed and expunged as a 

duplicative claim by Order dated September 28, 2020 [Dkt. No. 9155]. 

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Proofs of Claim, Sonoma Water proposed a coordinated approach on its Proofs of Claim and the 

MCIWPC Proof of Claim. 

D. By Order dated June 20, 2020 [Dkt. No. 8053] (the “Confirmation Order”), the 

Bankruptcy Court confirmed the Plan. The Effective Date of the Plan occurred on July 1, 2020. See

Dkt. No. 8252. 

E. Sections 10.5 and 10.6 of the Plan and Paragraphs 51 and 52 of the Confirmation 

Order establish the “Plan Injunction,” which supersedes the automatic stay in most respects and 

expressly prohibits (1) commencing, conducting, or continuing in any manner, directly or indirectly, 

any suit, action, or other proceeding of any kind with respect to any pre-petition claims against the 

Debtors or Reorganized Debtors, and (2) any effort to enforce, collect or recover on any judgment 

based on any pre-petition claims. 

F. Section 2.1 of the Plan provides as follows: “any Allowed Administrative Expense 

Claim that is not due and payable prior to the Effective Date, shall be paid by the Debtors or the 

Reorganized Debtors, as applicable, in the ordinary course of business, consistent with past practice 

and in accordance with the terms and subject to the conditions of any orders or agreements 

governing, instruments evidencing, or other documents establishing, such liabilities.” 

G. Section 1.62 of the Plan defines Environmental Claim as “any Claim under any 

Environmental Law3; provided, however, that Environmental Claims shall not include (x) any Claim 

for personal injury (including, but not limited to, sickness, disease or death) or (y) any Fire Claim.” 

Utility Environmental Claims are any Environmental Claims against the Utility. Plan § 1.217. 

Section 4.30 of the Plan provides that “[o]n and after the Effective Date, each holder of a Utility 

Environmental Claim shall be entitled to pursue its Claim against Reorganized Utility as if the 

3

 Pursuant to Section 1.63 of the Plan, “Environmental Law” means all federal, state and local 

statutes, regulations, ordinances and similar provisions having the force or effect of law, all judicial 

and administrative judgments, orders, agreements, permits, licenses, tariffs, determinations, and all 

common law, in each case concerning, in whole or in part, pollution, hazardous substances or waste, 

water quality, conservation or other protection of the environment, human health, safety, and 

welfare. 

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Chapter 11 Cases had not been commenced, and each Environmental Performance Obligation4

against Utility shall also survive the Effective Date as if the Chapter 11 Cases had not been 

commenced.” 

H. On September 9, 2021, MCIWPC entered into a stipulation with the Debtors to 

modify the Plan Injunction to permit MCIWPC to pursue the claims asserted or described in the 

MCIWPC Proof of Claim (including the rights preserved and/or reserved in the MCIWPC Proof of 

Claim) and any remedies associated therewith outside of the Chapter 11 Cases as if the Chapter 11 

Cases had not been commenced [Dkt. No. 11214] (the “MCIWPC Stipulation”), as more fully 

described in the MCIWPC Stipulation. The MCIWPC Stipulation was approved by the Bankruptcy 

Court by order entered September 10, 2021 [Dkt. No. 11241] (the “MCIWPC Approval Order”). 

NOW, THEREFORE, UPON THE FOREGOING RECITALS, WHICH ARE 

INCORPORATED AS THOUGH FULLY SET FORTH HEREIN, IT HEREBY IS 

STIPULATED AND AGREED, BY AND BETWEEN THE PARTIES, THROUGH THE 

UNDERSIGNED, AND THE PARTIES JOINTLY REQUEST THE BANKRUPTCY COURT 

TO ORDER, THAT: 

1. Upon the date of the entry of an order approving this Stipulation, the Plan Injunction 

and any potentially applicable Plan provision is modified, to the extent necessary, to permit Sonoma 

Water to pursue the claims asserted or described in the Proofs of Claim (including the rights 

preserved and/or reserved in the Proofs of Claim) and any remedies associated therewith outside of 

these Chapter 11 Cases as if the Chapter 11 Cases had not been commenced. 

2. Nothing herein is intended, nor shall it be construed, to be a waiver or relinquishment 

by the Reorganized Debtors or Sonoma Water of any rights, claims, causes of action, rights of setoff, 

counter-claims, objections, arguments, or any legal or equitable defenses (including any rights, 

claims, causes of action, rights of setoff, counter-claims, objections, arguments, or any legal or 

equitable defenses that the Parties had immediately prior to the Petition Date), against or with 

4

 Pursuant to Section 1.64 of the Plan, “Environmental Performance Obligation” means an 

obligation or requirement arising from any consent decree, permit, license, tariff, Cause of Action, 

agreement, injunction, cleanup and abatement order, cease and desist order, or any other 

administrative or judicial judgment, order or decree under any Environmental Law that is not a 

Claim and does not arise from any Fire. 

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respect to Sonoma Water’s claims or otherwise relating to or in connection with the Project or the 

Contract. 

3. Upon the date of the entry of an order approving this Stipulation, the Reorganized 

Debtors or their agents shall be authorized to adjust the claims register to reflect the expungement of 

the Proofs of Claim. 

4. In the event that the terms of this Stipulation are not approved by the Bankruptcy 

Court, it shall be null and void and have no force or effect, and the Parties agree that, in such 

circumstances, this Stipulation (including statements in the Recitals) shall be of no evidentiary value 

whatsoever in any proceedings. 

5. For the avoidance of doubt, nothing in this Stipulation or the order approving this 

Stipulation shall affect or amend the MCIWPC Stipulation or MCIWPC Approval Order. 

6. This Stipulation shall be binding on the Parties and each of their successors in 

interest. 

7. This Stipulation shall constitute the entire agreement and understanding of the Parties 

relating to the subject matter hereof and supersedes all prior agreements and understandings relating 

to the subject matter hereof. 

8. This Stipulation may be executed in counterparts, each of which shall be deemed an 

original but all of which together shall constitute one and the same agreement. 

9. The Bankruptcy Court shall retain jurisdiction to resolve any disputes or 

controversies arising from this Stipulation or any Order approving the terms of this Stipulation. 

Dated: October 6, 2022 Dated: October 6, 2022

KELLER BENVENUTTI KIM LLP COUNTY OF SONOMA 

SONOMA COUNTY WATER AGENCY 

/s/ Jane Kim /s/ Adam Brand

Jane Kim

Attorneys for Debtors 

and Reorganized Debtors 

Adam Brand

Chief Deputy County Counsel, 

County of Sonoma 

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