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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)

Theodore Tsekerides (pro hac vice)

(theodore.tsekerides@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

Attorneys for Debtors and Debtors in Possession

KELLER & BENVENUTTI LLP

Tobias S. Keller (#151445)

(tkeller@kellerbenvenutti.com)

Peter J. Benvenutti (#60566)

(pbenvenutti@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

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

R 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)

STIPULATION FOR (1) ADEQUATE 

PROTECTION OF SETOFF RIGHTS 

OF PHILIP VERWEY FARMS 

(“PVF”) AND (2) RESOLUTION OF 

PVF’S MOTION FOR RELIEF 

FROM AUTOMATIC STAY 

[Relates to Dkt. No. 1141-1145 & 2871]

Date: July 31, 2019

Time: 9:30 a.m.

Place: United States Bankruptcy Court

Courtroom 17, 16th Floor

San Francisco, CA 94102

Case: 19-30088 Doc# 3834 Filed: 09/06/19 Entered: 09/06/19 14:15:35 Page 1 of

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Claimant Philip Verwey dba Philip Verwey Farms’ (“PVF”) and Debtor Pacific Gas and 

Electric Company (the “Utility”), through their respective undersigned counsel of record, hereby 

stipulate with reference to the following facts and circumstances:

Recitals

A. The Utility and its parent, PG&E Corporation (“PG&E Corp.”) (collectively, 

“PG&E” or the “Debtors”), filed voluntary petitions under Chapter 11 on January 29, 2019 (the 

“Petition Date”), commencing the above-captioned Chapter 11 Cases (the “Chapter 11 Cases”). 

The Debtors are debtors in possession, and Utility enters into this Stipulation in that capacity.

B. PVF filed in the Utility’s Chapter 11 Case a proof of claim no. 596 on February 14, 

2019 as amended by proof of claim no. 1299 filed by PVF on March 5, 2019 (collectively, “PVF’s 

POC”) In PVF’s POC, PVF asserts that Utility is liable to PVF for damages PVF incurred as a 

result of high voltage power surges on April 6 and April 11, 2018, in a total amount exceeding 

$1,234,649.67 (“PVF’s Prepetition Damages Claim”).

C. Utility disputes PVF’s Prepetition Damages Claim as to both liability and amount. 

Utility has not filed an objection to PVF’s POC but intends to do so in due course unless the 

dispute is settled first. If Utility objects to PVF’s POC, PVF intends to oppose the objection.

D. PVF acknowledges that it is indebted to Utility on account of gas and electrical 

usage charges for utility service provided to PVF before the Petition Date, in the amount of 

approximately $264,300 (the “PVF Prepetition Usage Charges”). Hanford Renewable Energy 

LLC (“HRE”) and Madera Renewable Energy LLC (“MRE”), both entities related to PVF, are 

indebted to Utility for additional amounts incurred before the Petition Date in the total amount of 

approximately $127,000, primarily for “interconnection charges” (the “Related Entity 

Prepetition Charges”).

E. PVF asserts a right to set off PVF’s Prepetition Damages Claim against the PVF 

Prepetition Usage Charges and the Related Entity Prepetition Charges. PVF filed on April 1, 2019,

its Motion for Relief from Automatic Stay to Exercise Setoff Pursuant to 11 U.S.C. §§ 362 and 553

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(the “Motion”) seeking authorization to effect such a setoff. Docket Nos. 1141 – 1145, 2871. 

Utility has opposed the Motion. 

F. The parties have agreed, on the terms set forth in this Stipulation, to resolve the 

Motion and to provide adequate protection for PVF’s setoff claim as to the PVF Prepetition Usage 

Charges.

Terms of Stipulation

1. PVF’s right to set off PVF’s Prepetition Damages Claim against PVF’s liability on 

the PVF Prepetition Usage Charges is preserved until determination of the validity and amount of 

PVF’s Prepetition Damages Claim by Court order or agreement of the parties.

2. As adequate protection for PVF’s set off rights described in paragraph 1 above 

Utility commits, pending determination of the validity and amount of PVF’s Prepetition Damages 

Claim, to take no action against PVF to demand, collect, enforce, or otherwise use any remedies 

for the non-payment of, the PVF Prepetition Usage Charges (“Utility’s Forbearance 

Commitment”). Pending determination of PVF’s Prepetition Damages Claim, Utility is 

prohibited from cancelling, refusing, discontinuing, or altering in any way the services provided 

by Utility on account of any unpaid prepetition charges including the PVF Prepetition Usage 

Charges, or discriminating against PVF, or requiring any payment(s) for continued service as a 

result of any outstanding prepetition invoices or charges. PVF contends that if PVF’s service was 

discontinued or interrupted, even for a brief period, PVF’s business operations would be severely 

disrupted and potentially jeopardize PVF’s businesses. Utility acknowledges PVF’s contention 

but reserves all rights to dispute it based on the relevant facts, circumstances, and law should the 

issue arise. 

a. Utility will exercise reasonable diligence to assure that Utility’s employees and 

representatives comply with Utility’s Forbearance Commitment by, including but not 

limited to:

i. Entering an instruction in its computerized central customer care and billing 

(“CC&B”) database to postpone any and all collection efforts and prevent 

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interruptions, cancellations and/or disconnections on account of the PVF 

Prepetition Usage Charges until December 31, 2020, with respect to the PVF 

Prepetition Usage Charges, account numbers ending in 903-3 and 389-0; 

ii. Making an entry in the “notes” field of the account records for PVF account

numbers ending 903-3 and 389-0 in the CC&B data base that, pursuant to 

stipulation and court order, no collection efforts will be made on account of the 

PVF Prepetition Usage Charges until December 31,2020; and

iii. On PVF’s request, Utility will extend these dates after December 31, 2020, so long 

as PVF’s POC is neither adjudicated or declared allowed or disallowed. 

b. If PVF believes that Utility employees or representatives have acted or failed to act in a 

manner inconsistent with Utility’s Forbearance Commitment, PVF or its counsel shall 

notify, by telephone and email, Utility’s counsel Peter Benvenutti and Thomas Rupp,

and to one of the Utility representatives whose contact has been separately provided to 

PVF. PG&E will provide such contact information to PVF within 5 business days of 

this filing of this Stipulation, and amend it if such representative changes in the future 

within 5 days of such change. Upon receipt of such notification, Utility shall promptly 

investigate and diligently attempt to resolve the underlying circumstances, shall 

promptly take any appropriate corrective measures, and shall promptly provide an oral 

or, at PVF’s request, a written explanation of the results of Utility’s investigation and 

actions taken as a result thereof.

c. PVF reserves the right to seek redress from the Court for any breach of Utility’s 

Forbearance Commitment, including on an emergency basis if circumstances warrant.

d. In the event of a willful failure by any party to comply with any of the terms and 

conditions of this Stipulation (including the Utility Forbearance Commitment), the 

prevailing party in any dispute over such willful failure shall be entitled to its related 

damages, fees, and costs against the other party. For purposes of this provision, “willful 

failure” shall not include noncompliance that is corrected promptly after receipt of 

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notification from the other party of the purported noncompliance pursuant to subsection 

b of the Utility’s Forbearance Commitment.

3. Utility’s Forbearance Commitment does not apply to (a) any obligations owed to 

Utility by any entity other than PVF (i.e., Philip Verwey or his dba, Philip Verwey Farms), or (b) 

any amounts owed to Utility for services provided or other obligations that arose on or after the 

Petition Date. The Utility waives any entitlement or claim to fees and costs, including but not 

limited to attorney’s fees, expenses, or other charges that would apply to any of the Related Entity 

Prepetition Charges in connection, relating to, or as a consequence of PVF filing its Motion, to the 

extent that the Related Entity Prepetition Charges are paid within thirty (30) days after the filing of 

this Stipulation.

4. Except as expressly provided herein, this Stipulation does not determine, and the 

parties reserve all of their respective rights, claims, and defenses regarding, the subjects addressed 

herein and all other matters, including without limitation (a) the validity or amount of PVF’s 

Prepetition Damages Claim or of any other claims or matters asserted in any proof of claim 

previously or hereafter filed by PVF or by any related entity, (b) the timeliness or sufficiency of 

any proof of claim filed by any entity, (c) the amount of the PVF Prepetition Usage Charges or the 

Related Entity Prepetition Charges, and (d) any rights or claims of either party, or of any entity 

related to either party, arising on or after the Petition Date. 

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5. This Stipulation shall be effective upon entry of an order of the Court approving it as 

an agreement (a) in settlement of the Motion and (b) as providing adequate protection of PVF’s 

setoff rights pursuant to Bankruptcy Code §363(e). The parties shall, and do hereby, jointly 

request entry of an order in the form attached hereto as Exhibit A, without further notice or 

hearing, pursuant to Bankruptcy Rule 4001(d)(4). Notwithstanding the first sentence of this 

paragraph, Utility’s Forbearance Commitment shall be immediately effective upon the signing of 

this Stipulation and shall remain in effect as provided herein unless and until the Court denies 

approval of the Stipulation.

Dated: September 6, 2019 Dated: September 6, 2019

WEIL GOTSHAL & MANGES LLP

KELLER & BENVENUTTI LLP

MCCORMICK, BARSTOW, SHEPPARD, 

WAYTE & CARRUTH LLP

/s/ Dara L. Silveira /s/ H. Annie Duong

Dara L. Silveira

Attorneys for Debtors 

and Debtors in Possession

H. Annie Duong

Attorneys for Claimant Philip Verwey dba 

Philip Verwey Farms

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