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DAVID B. LEVANT (pro hac vice) 

david.levant@stoel.com

ANDREW H. MORTON (pro hac vice) 

andrew.morton@stoel.com

JENNIFER L. MERSING (pro hac vice) 

jennifer.mersing@stoel.com

JENNIFER N. SLOCUM (pro hac vice) 

jennifer.slocum@stoel.com

STOEL RIVES LLP

600 University Street, Suite 3600 

Seattle, WA 98101 

Telephone: 206.624.0900 

Facsimile: 206.386.7500

SETH D. HILTON (SBN 181899) 

seth.hilton@stoel.com

SARAH E. KOZAL (SBN 313043) 

sarah.kozal@stoel.com

BAO M. VU (SBN 277970) 

bao.vu@stoel.com

STOEL RIVES LLP

3 Embarcadero Center, Suite 1120 

San Francisco, CA 94111 

Telephone: 415.617.8900 

Facsimile: 415.617.8907

Attorneys for the Ad Hoc Group of 

Interconnection Customers 

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)

Bankruptcy Case No. 19-30088 (DM) 

Chapter 11 

(Lead Case) 

(Jointly Administered)

DECLARATION OF RYAN LIDDELL 

IN SUPPORT OF MOTION BY AD HOC 

GROUP OF INTERCONNECTION 

CUSTOMERS TO COMPEL PAYMENT OF 

PASS-THROUGH AMOUNTS WITHHELD 

BY PACIFIC GAS AND ELECTRIC 

COMPANY 

Date: November 13, 2019 

Time: 10:00 a.m. (PT) 

Place: United States Bankruptcy Court 

 Courtroom 17, 16th Floor 

 San Francisco, CA 94102 

Objection Deadline: 

 November 8, 2019, at 4:00 p.m. (PT) 

I, Ryan Liddell, hereby declare as follows: 

Case: 19-30088 Doc# 4403 Filed: 10/22/19 Entered: 10/22/19 23:43:15 Page 1 of

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1. I am a Vice President of FTP Power LLC (“sPower”). I have personal knowledge 

of the facts stated in this Declaration, except as otherwise indicated. If called as a witness I could, 

and would, competently testify under oath as set forth below. 

2. I submit this Declaration on behalf of sPower in support of the Motion of the Ad 

Hoc Group of Interconnection Customers to Compel Payment of Pass Through Amounts Withheld 

by Pacific Gas and Electric Company (the “Motion”).1

 

3. sPower is the controlling equity owner of Adera Solar, LLC (the “Adera Project 

Company”, and together with the Redwood Project Companies, as defined below, the “Project 

Companies”). The Adera Project Company is the owner of a photovoltaic solar energy 

generation facility (the “Adera Project”) located in Madera County, California, with a maximum 

net output of 20 MWAC. The Adera Project was originally owned and developed by Pacific 

Valley, LLC which assigned it to the Adera Project Company. As such, my statements herein 

relating to the period prior to the assignment are based on regularly kept business records of 

regularly conducted business activities of Pacific Valley, LLC relating to the Adera Project. 

4. The Adera Project is located approximately 6.5 miles from the Le Grand 

substation owned by Pacific Gas and Electric Company (the “Utility”) and connects to the 

Utility’s Le Grand-Dairyland 115 kV transmission line. The Project is interconnected to the 

California Independent System Operator Corporation (“CAISO”) controlled grid pursuant to a 

Small Generator Interconnection Agreement (SGIA), (Q#644), by and among the Adera Project 

Company, CAISO, and the Utility dated March 21, 2012, as amended by a First Amendment 

thereto dated as of July 14, 2016, (as amended, the “Adera Interconnection Agreement”).2 

5. sPower is the controlling equity owner of 65HK 8ME, LLC (also known as 

“Hayworth”), 67RK 8ME, LLC (also known as “Redcrest”), and 87RL 8ME, LLC (also known 

as “Woodmere”, and together with Hayworth and Redcrest, the “Redwood Project Companies”). 

 1

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

to such terms in the Motion. 

2

 The Adera Interconnection Agreement substantially conforms to the form Small 

Generator Interconnection Agreement issued in CAISO’s open access transmission tariff, 

attached to the Mersing Declaration at Exhibit 1.

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The Redwood Project Companies are the owners of certain photovoltaic solar energy generation 

facilities (the “Redwood Project”, and together with the Adera Project, the “Projects”) located 

approximately 7 miles east of Bakersfield, California in an unincorporated area of Kern County, 

California with a maximum net output of 90 MWAC. The Redwood Project Companies were 

owned by 8minutenergy Renewables LLC prior to December 22, 2014, when they were 

purchased by sPower. As such, my statements herein relating to the period prior to the sPower’s 

purchase of the Redwood Project are based on regularly kept business records of regularly 

conducted business activities of 8minutenergy Renewables relating to the Redwood Project. 

6. The Redwood Project includes approximately 4 miles of 115 kV transmission line, 

emanating from a substation built for the Redwood Project and terminating at the Lamont 

substation owned by the Utility. The Redwood Project is interconnected to the CAISO controlled 

grid pursuant to a First Amended and Restated Large Generator Interconnection Agreement 

(LGIA), (Q#744), by and among the Redwood Project Companies,3

 CAISO, and the Utility dated 

September 16, 2014 (the “Redwood Interconnection Agreement” and, together with the Adera 

Interconnection Agreement, the “Interconnection Agreements”).4 

7. The Interconnection Agreements required the Project Companies to fund certain 

upgrades to the Utility’s transmission system (“Network Upgrades”) in order to connect the 

Projects to the CAISO-controlled grid. The Network Upgrades are described, respectively, in 

Attachment 2 to the Adera Interconnection Agreement and Appendix A to the Redwood 

Interconnection Agreement, and include both (i) delivery network upgrades to relieve constraints 

on the CAISO controlled grid and (ii) reliability network upgrades necessary to interconnect the 

Projects safely and reliably to the Utility’s transmission system (including additions, 

 3

 A fourth project company that sPower acquired from 8minutenergy Renewables, 61LK 

8ME, LLC, also is a party to the Redwood Interconnection Agreement, but it assigned its rights 

under the Redwood Interconnection Agreement to 54KR 8ME, an indirect subsidiary of 

8minutenergy Renewables, and its portion of the Redwood Project is not operational and does not 

require any relief under the Motion. 4

 The Redwood Interconnection Agreement substantially conforms to the form Large 

Generator Interconnection Agreement issued in CAISO’s open access transmission tariff, 

attached to the Mersing Declaration at Exhibit 2.

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modifications, and upgrades necessary to remedy short circuit or stability problems) that would 

not have been necessary but for the interconnection of the Projects. 

8. Section 5.3.1 of the Adera Interconnection Agreement and Section 11.4.1 of the 

Redwood Interconnection Agreement require the Utility to reimburse sPower5

 for the Network 

Upgrades (“Network Upgrade Reimbursements” or “NUR Payments”) on a dollar-for-dollar 

basis, following the Commercial Operation Date of each Project. The NUR Payments are required 

to be paid in equal quarterly installments of $73,050 each over a five-year period for the Adera 

Project and equal quarterly installments of $154,057.14 each over a five-year period for the 

Redwood Project. 

9. The Commercial Operation Date of the Adera Project occurred on 

December 28, 2015, and the Commercial Operation Dates of the Redwood Project occurred on 

November 6, 2015 (Redcrest) and December 22, 2015 (Hayworth and Woodmere). The Utility 

commenced NUR Payments to sPower for the Adera Project and the Redwood Project shortly 

after each respective Commercial Operation Date occurred. The Utility generally adhered to the 

schedule for NUR Payments until it filed for bankruptcy protection, when the Utility stopped 

paying Network Upgrade Reimbursements owed to sPower under both of the Interconnection 

Agreements. 

10. At this time there are three outstanding past due NUR Payments owed to sPower 

under the Adera Interconnection Agreement in the total amount of $219,150 and an additional 

$73,050 NUR Payment will be due following the end of the next financial quarter. 

11. At this time there are three outstanding past due NUR Payments owed to sPower 

under the Redwood Interconnection Agreement in the total amount of $462,171.42, and an 

additional $154,057.14 NUR Payment will be due following the end of the next financial quarter. 

 5

 Pursuant to the LGIA Co-Tenancy Agreement among the Redwood Project Companies, 

52RS 8ME LLC serves as Manager for the Project Companies under the Redwood 

Interconnection Agreement and is the Utility’s and CAISO’s point of contact for issues related to 

the Redwood Interconnection Agreement, including receipt and distribution of NURs. 

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12. The Utility is aware that the NUR Payments are past due and has advised the 

Project Companies that the Network Upgrade Reimbursements cannot be paid during the 

pendency of its bankruptcy case. The dates on which such NUR Payments were due, and the 

dates on which all of the remaining Network Upgrade Reimbursements will become due, are set 

forth in Exhibit 1 and Exhibit 2 to this Declaration. 

13. Woodmere and the Utility are parties to a long-term (20-year) power purchase 

agreement under which Woodmere has sold all of its portion of the Redwood Project’s output to 

the Utility. Other than the Woodmere PPA, the Utility and PG&E Corporation have no interest in 

the output of the Adera Project or the portion of the Redwood Project owned by Redcrest, all of 

which has been sold to Southern California Edison under long-term power purchase agreements, 

or the portion of the Redwood Project owned by Hayworth, all of which has been sold to The 

City of Palo Alto under a long-term power purchase agreement. The Debtors’ only relationship 

with the Adera, Redcrest, and Hayworth Projects is with respect to providing interconnection 

service for the Projects to the CAISO-controlled grid. The Project Companies are forced to work 

with the Utility because they have no alternative means to interconnect their Projects to the 

CAISO-controlled grid. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

 

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Exhibit 1 to Declaration of Ryan Liddell 

(Table of Past Due and Future NUR 

Payments for the Adera Project) 

Due Date Amounts 

Currently Past 

Due 

Scheduled 

NUR Payments 

4/30/2019 $73,050.00 

7/31/2019 $73,050.00 

10/31/2019 $73,050.00 

1/31/2020 $73,050.00 

4/30/2020 $73,050.00 

7/31/2020 $73,050.00 

10/31/2020 $73,050.00 

1/31/2021 $73,050.00 

TOTAL $219,150.00 $365,250.00 

 

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Exhibit 2 to Declaration of Ryan Liddell 

(Table of Past Due and Future NUR 

Payments for the Redwood Project) 

Due Date Amounts 

Currently Past 

Due 

Scheduled 

NUR Payments

4/1/2019 $154,057.14 

7/1/2019 $154,057.14 

10/1/2019 $154,057.14 

1/1/2020 $154,057.14 

4/1/2020 $154,057.14 

7/1/2020 $154,057.14 

10/1/2020 $154,057.14 

1/1/2021 $154,057.14 

4/1/2021 $154,057.14 

7/1/2021 $154,057.14 

10/1/2021 $154,057.14 

1/1/2022 $154,057.14 

4/1/2022 $154,057.14 

7/1/2022 $154,057.14 

10/1/2022 $154,057.14 

1/1/2023 $154,057.14 

4/1/2023 $154,057.14 

7/1/2023 $133,869.68 

TOTALS $462,171.42 $2,290,669.64 

Case: 19-30088 Doc# 4403 Filed: 10/22/19 Entered: 10/22/19 23:43:15 Page 8 of

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