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

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) 

STIPULATION BETWEEN THE 

DEBTORS AND AD HOC GROUP OF 

INTERCONNECTION CUSTOMERS 

TO PERMIT PAYMENT OF CERTAIN 

PASS-THROUGH AMOUNTS 

Related Docket Ref: Docket No.: 4400 

[No Hearing Date Requested] 

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# 4779 Filed: 11/15/19 Entered: 11/15/19 16:38:02 Page 1 of

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This stipulation and agreement for order (“Stipulation”) is entered into by Pacific 

Gas and Electric Company (the “Utility”), as debtor and debtor in possession in the abovecaptioned chapter 11 cases (the “Chapter 11 Cases”), on the one hand, and each of the 

Interconnection Customers of the Utility identified on Schedule 1 hereto (the “AHG of 

Interconnection Customers”), on the other. The Debtors and each of the members of the AHG 

of Interconnection Customers are referred to in this Stipulation collectively as the “Parties,” and 

each as a “Party.” The Parties hereby stipulate and agree as follows: 

RECITALS 

A. On January 29, 2019 (the “Petition Date”), PG&E Corporation and the 

Utility (collectively, the “Debtors”) commenced the Chapter 11 Cases in the United States 

Bankruptcy Court for the Northern District of California (the “Bankruptcy Court”). 

B. As of the Petition Date, the Utility was party to a number of three-party 

interconnection agreements (each an “Interconnection Agreement” and collectively, the 

“Interconnection Agreements”) among the Utility, the California Independent System Operator 

Corporation (“CAISO”), and the applicable interconnection customer party thereto (each an 

“Interconnection Customer”). 

C. Pursuant to each of the Interconnection Agreements, the Utility is required 

to, among other things, reimburse the applicable Interconnection Customer for certain amounts, 

plus interest, advanced by the Interconnection Customer to the Utility for network transmission 

upgrades necessary to integrate the Interconnection Customer’s electrical generation or energy 

storage project with the Utility’s transmission system once the project has reached its commercial 

operation date (the “Network Upgrade Reimbursements”). 

D. The Utility typically pays the Network Upgrade Reimbursements in 

quarterly installments (or some other mutually agreed upon schedule) over a five year period, as 

required under the applicable Interconnection Agreement and CAISO’s FERC-approved Open 

Access Transmission Tariff (the “Tariff”). 

Case: 19-30088 Doc# 4779 Filed: 11/15/19 Entered: 11/15/19 16:38:02 Page 2 of

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E. In accordance with the Tariff, the costs of the Network Upgrade 

Reimbursements are included by the Utility in its transmission rates after it has refunded the 

Network Upgrade Reimbursements to the applicable Interconnection Customer, resulting in the 

Utility recovering the full amount of the Network Upgrade Reimbursements, plus a return on such 

amounts. 

F. The transmission rate case that the Utility is currently operating under for 

2019 contemplated payment of all of the currently outstanding Network Upgrade 

Reimbursements in 2019, and accordingly, if the Utility does not pay the outstanding Network 

Upgrade Reimbursements in 2019, the Utility would be required to true-up its transmission 

customers for any overpayments collected in rates on account of the Network Upgrade 

Reimbursements. 

G. As a result of the commencement of the Chapter 11 Cases, the Utility 

suspended the payment of all Network Upgrade Reimbursements as it focused on stabilizing its 

operations as well as assessing its rights and obligations under its various agreements. 

H. On October 22, 2019, the AHG of Interconnection Customers filed its 

Motion and Memorandum of the Ad Hoc Group of Interconnection Customers to Compel 

Payment of the Pass-Through Amounts Withheld by Pacific Gas and Electric Company (together 

with the Declarations filed in support thereof, the “Pass-Through Motion”) [Dkt. Nos. 4400-

4405] seeking an Order (i) directing the Utility to remit all outstanding Network Upgrade 

Reimbursements and to honor future Network Upgrade Reimbursements as and when they 

become due and (ii) directing the Utility to forward certain test energy payments claimed by CA 

Flats Solar 150, LLC (the “Test Energy Payments”). 

I. In addition to the Interconnection Customers that make up the AHG of 

Interconnection Customers, a number of the Utility’s other Interconnection Customers have 

contacted the Utility to discuss the status of the Network Upgrade Reimbursements throughout 

the Chapter 11 Cases. 

Case: 19-30088 Doc# 4779 Filed: 11/15/19 Entered: 11/15/19 16:38:02 Page 3 of

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J. The Utility currently owes approximately $46 million (inclusive of interest) 

on account of accrued and outstanding Network Upgrade Reimbursements under all of its 

Interconnection Agreements for the period from the Petition Date through October 21, 2019. 

Quarterly payments going forward are estimated to be approximately $9 million, with additional 

upcoming payments due to be made by the Utility on January 1, 2019 and April 1, 2020. 

K. Counsel for the Debtors and counsel for the AHG of Interconnection 

Customers have met and conferred to discuss the relief requested in the Pass-Through Motion, 

and have reached an agreement (i) to resolve all matters with respect to the payment of Network 

Upgrade Reimbursements owed by the Utility under all Interconnection Agreements; and (ii) to 

address separately through other or further proceedings the portion of the Pass-Through Motion 

seeking relief with respect to the Test Energy Payments (the “Test Energy Portion of the PassThrough Motion”). 

L. The Official Committee of Unsecured Creditors and the Official 

Committee of Tort Claimants have each reviewed the Stipulation and have no objection to the 

agreements set forth herein or to entry of an Order approving the terms of the Stipulation. 

NOW, THEREFORE, UPON THE FOREGOING RECITALS, IT IS 

HEREBY STIPULATED AND AGREED, BY AND BETWEEN THE PARTIES, 

THROUGH THE UNDERSIGNED, AND THE PARTIES JOINTLY REQUEST THE 

COURT TO ORDER, THAT: 

1. This Stipulation shall have no force and effect unless and until approved by 

the Bankruptcy Court (the date of entry of an Order approving the Stipulation, the “Approval 

Date”). 

2. Upon the Approval Date, the Debtors shall (i) as soon as reasonably 

practicable, and in all events no later than December 31, 2019, make payment to each 

Interconnection Customer for all undisputed Network Upgrade Reimbursements that are currently 

due and owing pursuant to the applicable Interconnection Agreement and (ii) timely pay all 

Case: 19-30088 Doc# 4779 Filed: 11/15/19 Entered: 11/15/19 16:38:02 Page 4 of

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Network Upgrade Reimbursements that become due and payable after the Approval Date in 

accordance with the applicable Interconnection Agreement and Tariff. 

3. The Parties agree to confer in good faith to determine as soon as reasonably 

practicable the dates and amounts on which the Network Upgrade Reimbursements due under the 

CA Flats Interconnection Agreement (as defined in the Narayanan Declaration filed in support of 

the Pass-Through Motion [Dkt. No. 4404]) are payable to CA Flats Solar 130, LLC and CA Flats 

Solar 150, LLC. 

4. For the avoidance of doubt, the relief granted herein shall apply with 

respect to outstanding Network Upgrade Reimbursements owed by the Utility as of, or that 

become due and payable after, the Approval Date under all of the Utility’s Interconnection 

Agreements regardless of whether an Interconnection Customer is a member of the AHG of 

Interconnection Customers. 

5. Neither the terms of this Stipulation nor the payment of Network Upgrade 

Reimbursements pursuant hereto shall limit, expand, or otherwise modify any Party’s rights under 

section 365 of the Bankruptcy Code with respect to each of the Interconnection Agreements, all 

of which rights are expressly preserved hereby. 

6. Within three (3) Business Days of the Approval Date, the AHG of 

Interconnection Customers shall withdraw the Pass-Through Motion (i) with prejudice with 

respect to the payment of Network Upgrade Reimbursements, and (ii) without prejudice with 

respect to the Test Energy Portion of the Pass-Through Motion. Nothing in this paragraph shall 

limit the rights of the AHG of Interconnection Customers to move to compel compliance with the 

provisions of this Stipulation and the Order approving it or to seek relief with respect to any 

continuing dispute regarding the Network Upgrade Reimbursements due under the CA Flats 

Interconnection Agreement. 

7. In connection with the withdrawal without prejudice of the Test Energy 

Portion of the Pass-Through Motion, each of the Utility and CA Flats Solar 150, LLC shall, and 

shall cause its legal counsel to, undertake a good faith effort to resolve the Test Energy Portion of 

Case: 19-30088 Doc# 4779 Filed: 11/15/19 Entered: 11/15/19 16:38:02 Page 5 of

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the Pass-Through Motion by no later than December 31, 2019. For avoidance of doubt, such 

undertaking shall not waive any of the Parties’ rights with respect to the Test Energy Portion of 

the Pass-Through Motion or in any manner require the Parties to reach agreement on the merits of 

the Test Energy Portion of the Pass-Through Motion. 

8. This Stipulation shall constitute the entire agreement and understanding of 

the parties relating to the subject matter hereof and supersede all prior agreements and 

understandings relating to the subject matter hereof. 

9. 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. 

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

controversies arising from this Stipulation. 

[Signature Page Follows] 

Case: 19-30088 Doc# 4779 Filed: 11/15/19 Entered: 11/15/19 16:38:02 Page 6 of

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DATED: November 15, 2019 

 STOEL RIVES LLP 

 __/s/ David B. Levant_________________________ 

 David B. Levant (pro hac vice) 

 

Attorneys for AHG of 

Interconnection Customers 

DATED: November 15, 2019 

 WEIL, GOTSHAL & MANGES LLP 

 KELLER & BENVENUTTI LLP 

 

 ___/s/ Matthew Goren_________________________________ 

 Matthew Goren (pro hac vice) 

 

Attorneys for Debtors 

 and Debtors in Possession 

Case: 19-30088 Doc# 4779 Filed: 11/15/19 Entered: 11/15/19 16:38:02 Page 7 of

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