ML042020302
| ML042020302 | |
| Person / Time | |
|---|---|
| Site: | Diablo Canyon  |
| Issue date: | 07/08/2004 |
| From: | Kolling G City of Palo Alto, CA, White & Case, LLP |
| To: | Office of Nuclear Reactor Regulation, US Federal Judiciary, Bankruptcy Court, Northern District of California |
| References | |
| 01-30923 DM | |
| Download: ML042020302 (14) | |
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I C C 1 WYNNE S. FURTH (State Bar No. 56397)
GRANT KOLLING (State Bar No. 99858) 2 CITY OF PALO ALTO 6?Y,- " ~~a'--~
250 Hamilton Avenue 3 Palo Alto, CA 94301 Tel: (650) 329-2171 4 Fax: (650) 329-2646 5 G. LARRY ENGEL (State Bar No. 53484)
ROBERTO J. KAMPFNER (State Bar No. 179026) 6 JAMES E. TILL (State Bar No. 200464)
WHITE & CASE LLP 7 Three Embarcadero Center, Suite 2210 San Francisco, CA 94111 8 Tel: (415)544-1100 Fax: (415) 544-0202
- 9 Special Counsel to Member of Official Committee of 10 Unsecured Creditors, The City Of Palo Alto 11 UNITED STATES BANKRUPTCY COURT 12 NORTHERN DISTRICT OF CALIFORNIA 13 SAN FRANCISCO DIVISION 14 In re Case No. 01-30923 DM 15 PACIFIC GAS & ELECTRIC Chapter 11 16 COMPANY, a California corporation, DECLARATION OF GRANT KOLLING IN 17 Debtor. SUPPORT OF MOTION OF THE CITY OF PALO ALTO FOR ORDER DIRECTING 18 Tax I.D. No. 94-0742640 PAYMENT OF REASONABLE ATTORNEYS' FEES AND COSTS 19 PURSUANT TO SECTION 503(b)(3)(D),
503(b)(3)(IF) AND 503(b)(4) OF THE 20 BANKRUPTCY CODE 21 Trial:
Hearing:
22 Time:
Place: 235 Pine Street 23 San Francisco, California 24 25 I, Grant Kolling, declare as follows:
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- 1. I am a Senior Assistant City Attorney for The City of Palo Alto, a Chartered City 27 and California municipal corporation, counsel of record for The City of Palo Alto, including its 28 SANFRAN 76889 V4 (2K) DECLARATION OF GRANT KOLLINGl tg2 pol
1 municipal (gas and electric) utility.
2 Background on The City of Palo Alto and Its Committee Services 3 2. As this Court is aware, this Chapter 11 Case is unusual. The interplay between 4 the jurisdiction of the Bankruptcy Court, the Federal Energy Regulatory Commission 5 ("FERC"), and the California Public Utilities Commission (the "CPUC") with respect to the 6 assets, liabilities and operations of Pacific Gas and Electric Company ("PG&E" or the 7 "Debtor") created special and unique challenges in timely developing a fair, feasible and 8 confirmable plan of reorganization that could be expected to become effective within a 9 reasonable amount of time. This is especially true in light of the solvent Debtor's 10 unprecedented approach to achieve its ambitious, yet provocative goals, such as substantial 11 freedom from State regulation of many of its business lines through a "plan of disaggregation" 12 and other means (i.e., what many described as a "regulatory jail break").
13 3. Throughout this case, The City of Palo Alto ("Palo Alto") has used its specialized 14 knowledge and experience in the energy field and utility business to play a pivotal role in 15 addressing complex issues implicated by PG&E's efforts to reorganize and emerge from 16 bankruptcy. References in this Declaration to "Palo Alto" include its inside and outside 17 counsel working on the matter, whose relevant efforts are known to the Court or described or 18 incorporated herein. Because of the "test case" and unprecedented nature ofthe various plans 19 of reorganization and amendments proposed by PG&E in this Court and advanced in related 20 proceedings at FERC, the NRC and CPUC prior to the ultimate Settlement Plan (herein 21 collectively described as the 'PG&E Litigation Plan"), Palo Alto had to act through its lawyers 22 primarily. Indeed, while we had utility executives and experts with whom to consult, complex 23 and unsettled legal issues predominated in this case, requiring analysis and response by 24 experienced lawyers in both bankruptcy law and utility/energy/governmental law, such as 25 myself (as to the latter) and Larry Engel, a partner formerly at Brobeck, Phleger & Harrison, 26 LLP and then at relevant times Morgan, Lewvis & Bockius, LLP and now at White & Case, 27 LLP.
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c c 1 4. Because of the unique nature of this case, the members of the Official Committee 2 of Unsecured Creditors (the "Committee") were compelled to be extraordinarily active and to 3 undertake numerous responsibilities and tasks not usually performed by creditors' committees, 4 much less by individual members. I believe the broad range of complex issues prompted the 5 U.S. Trustee to balance the Committee with carefully selected members representing the full 6 range of creditor constituencies, including generators and QF parties, vendors, financial 7 institutions and (for reasons described below) Palo Alto.
8 5. I believe that Palo Alto was selected, and its selection was justified, for the 9 following reasons:
10 (a) Palo Alto, a top-rated municipal (gas and electric) utility in operation for 11 more than a century, has special knowledge of (i) PG&E's assets, liabilities, contracts and 12 businesses (past and present), (ii) applicable California and federal energy and utility laws and 13 regulations, (iii) California governmental unit and agency concerns and dealings with PG&E, 14 (iv) the California legislative process and the realities of effectively dealing with it, 15 (v) investor-owned utility/municipal utility relations, (vi) the core issues about which Palo Alto 16 expressed concern in its objections to the various plans of reorganization and amendments 17 thereto filed in this case, (vii) the governmental and public policy and safety concerns raised by 18 various California counties (the "Counties") in their Certain California Counties' Notice of 19 Application and Application for Allowance and Payment of Compensation and Reimbursement 20 of Expenses under Section 503(B)(3) and (4)(the "Counties Motion"), filed in this Court on or 21 about March 15, 2004, and (viii) other critical matters; 22 (b) Because I believe that PG&E's audacious approach to its reorganization 23 and to municipal utilities (and other similarly situated governmental agencies) in general 24 exposed Palo Alto and others to the threat of serious harm during the entire case, Palo Alto was 25 highly motivated to invest (and uniquely capable of investing) time and energy in the 26 Committee's activities and in requiring the right kind of reorganization. Palo Alto was among 27 the members regularly available to promptly act for, and in support of, the Committee.
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C C, I Because Palo Alto had credibility with other members and Committee professionals, the 2 Committee regularly requested or invited services of Palo Alto and solicited its input on a wide 3 variety of projects and issues; 4 (c) The Committee found Palo Alto to be a useful "foil" and "tough cop" in 5 dealing with PG&E, because (i) PG&E's provocative approach to the plan and many other 6 issues engendered serious concern for many, and (ii) Palo Alto was correctly perceived as an 7 unwilling target of PG&E's aggression, and who would have to resist such conduct. The 8 Committee representatives on occasion appealed to PG&E for less provocative approaches to 9 Palo Alto and the PG&E Litigation Plan. The Committee and others welcomed Palo Alto's 10l primary efforts to educate PG&E to the mistakes inherent in litigation of the unchartered, 11 legally questionable and politically ill-advised path to jurisdictional disaggregation of its assets 12 and other controversial features of the PG&E Litigation Plan. Indeed, I believe that many, if 13 not all, of the major creditor parties in the case perceived Palo Alto's responses to PG&E's 14 conduct to be appropriate and conducive to the general efforts to attempt to moderate PG&E's 15 positions with respect to many issues of common concern, especially since PG&E continuously 16 insisted (incorrectly) that the PG&E Litigation Plan was the only possible plan, thus requiring 17 objections to clear that plan out of the way for a better and more feasible plan; 18 (d) The Committee and other major parties recognized very early that 19 Palo Alto's approach to PG&E's conduct was not contrary to their own interests. The reforms 20 sought by Palo Alto in improvements to the various plans and objections to PG&E's other 21 controversial actions (e.g., unnecessarily harming QF's and other disputed or pass through 22 creditors with meritorious claims in order to create further excess benefits for equity) advanced 23 the interests of all creditors. Because Palo Alto's goal was to moderate PG&E's audacious 24 approach, I believe that, until the Final Phase addressed below, other creditors did not perceive 25 Palo Alto as an obstacle to their goals of prompt, full payment of their claims, but rather a help 26 toward that goal, since the PG&E Litigation Plan needed to be superseded for progress to be 27 made in the case; and 28 SANFRAN 76889 v4 (2K) DECLARATION OF GRANT KOLLING 4
1 (e) The Committee represented the interests of both the creditors with 2 undisputed claims who do not have a vested interest in a long-term relationship with PG&E, 3 and other creditors (many of whose claims were disputed or passed through by PG&E) who are 4 compelled by the nature of the energy business to maintain and on-going relationship with 5 PG&E. Palo Alto served as a useful bridge for the Committee to those creditors in the latter 6 category.
7 6. I have read and approved the Motion of the City of Palo Alto for an Order 8 Directing Payment of Reasonable Attorneys' Fees and Costs Pursuant to Section 503 (b)(3)(D) 9 503(b)(3)(F) and 503(b)(4) of the Bankruptcy Code (the"Palo Alto Motion"). I believe that the 10 factual statements therein regarding the actions and positions of Palo Alto to be true and correct.
11 7. I have read the County Motion and, except as noted herein or in the Palo Alto 12 Motion, I believe that Palo Alto also made the same kinds of contributions that were referred to 13 in the County Motion with respect to governmental units' concerns and public policy and safety 14 concerns, although to avoid duplication and to defer to the greater involvement of the Counties 15 in such matters, Palo Alto left the details of the tax, nuclear decommissioning and environmental 16 issues to the Counties. The work of Palo Alto on those public policy matters was less visible 17 than that of the Counties for several reasons, including, in particular, (i) because most of the 18 "backstage" work of the Committee was not revealed, including due to PG&E confidentiality 19 agreements, and (ii) because in avoiding duplication at discovery, trial and arguments, Palo Alto 20 followed the Counties in order and only occasionally perceived the need for follow up questions 21 or arguments.
22 8. I have also read the Declaration of Philip S. Warden (the "Warden Declaration")
23 In Support of the Application of Dynegy Power Marketing, Inc. For Payment of Administrative 24 Expense for Its Substantial Contribution In Case (the "Dynegy Application"). The constructive 25 actions of Dynegy described in the Warden Declaration, except for Dynegy's Class 6 settlement 26 activities, were also taken or joined in by Palo Alto, and such contribution arguments made for 27 the Dynegy Application are also applicable to Palo Alto 28 SANFRAN 76839 v4 (2K) DECLARATION OF GRANT KOLLINC3
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1 9. In the nearly three years after the Debtor filed its petition, the Committee as a 2 whole or by its various subcommittees or working groups held approximately 100 in-person and 3 telephonic meetings which Palo Alto attended. In addition to meetings of the Committee as a 4 whole, the Committee created at least four subcommittees (Finance, Legislative/Regulatory, 5 Litigation, and Plan Negotiation). Less formal working groups met and then reported to the full 6 Committee. Moreover, there were literally thousands of telephone calls and e-mail messages 7 exchanged between and among the Committee members and its professionals throughout the 8 proceedings.
9 10. Because of its specialized knowledge, and relevant experience, Palo Alto was 10 selected to chair the Legislative/Regulatory Subcommittee and to serve on both the Plan 11 Negotiation and Finance Subcommittees. The Legislative/Regulatory, Plan Negotiation and
- 12. Finance Subcommittees' members met in-person or by telephone frequently, especially during 13 the first eighteen to twenty-four months. Additionally, because of the implausibility of PG&E's 14 contention that the PG&E Litigation Plan was the only possible plan and a desire to understand 15 the real alternatives, Palo Alto served on an informal subcommittee to evaluate the option of a 16 sale of selected assets, including 'Plan C" mentioned to the Court on occasion. The fact of such 17 a "fallback" alternative was beneficial to creditors, so that they did not feel that they had no 18 choice but to wait for the many years (at best) that would be required for any PG&E Litigation 19 Plan to become effective, if ever. PG&E's zealous pursuit of the legally questionable and 20 politically infeasible PG&E Litigation Plan created concerns for many creditors, which 21 perceived PG&E's efforts as a potential, substantial barrier to emerging promptly from Chapter 22 11 with an effective lawful and fair plan. During this phase, some felt it was appropriate to 23 initially consider sales of certain PG&E's assets at fair prices and on terms and conditions more 24 economically favorable than that purportedly offered by the PG&E Litigation Plan. These 25 parties and others considered the threat of such an alternative to be one of the few means of 26 compelling PG&E to moderate its quixotic approach to reorganization.
27 11. In addition to its subcommittee services, Palo Alto performed other important 28 SANFRAN 76889 v4 (2K) -DECLARATION OF GRANT KOLLIN G 0
C C I roles that supported the Committee's mission. For example, Palo Alto served as a liaison to 2 California cities located in PG&E's service territory during their negotiations with PG&E in 3 regard to new franchise agreements for PG&E's ETrans and GTrans entities. Further, Palo Alto, 4 at the Committee's request, served as one of the Committee's representatives with respect to 5 certain other matters that arose during the case, including legislative and governmental issues.
6 12. Because there was always so much to do on an urgent basis, including evaluating 7 what PG&E was doing and proposing and PG&E's stated justifications, the Committee did far 8 more than meet occasionally to discuss and ratify the actions of the Committee's'professionals.
9 Instead, there was an active, nonduplicative collaboration among the members and Committee 10 professionals, in which members (often through counsel, since the legal issues predominated) 11 developed ideas and reactions to share with the professionals and vice versa. But for such 12 collaboration, many more Committee professionals would have been required at much greater 13 expense. Because many of PG&E's approaches were not grounded on settled law and were 14 certain to trigger litigation and other side-effects, it was important for the Committee and its 15 professionals to hear a variety of perspectives and experiences from the members' inside and 16 outside counsel, both to assure that the many issues were comprehensively addressed and also to 17 make sure that the Committee and its professionals had independent data on the many activities 18 in many different forums without either having to incur the expense of the Committee 19 professionals monitoring everything of possible relevance or having to rely solely on PG&E's 20 reports for information.
21 Phases of the PG&E Case 22 13. Palo Alto's contributions have varied during each phase of the case, which can be 23 briefly described as follows.
24 - (a) The "Negotiation Phase." During the initial phase of the case and until 25 PG&E proposed the PG&E Litigation Plan (the "Negotiation Phase'), Palo Alto went to great 26 efforts to avoid open and notorious disputes with PG&E. Palo Alto assisted the Committee in 27 attempting to persuade PG&E to moderate its plan of reorganization and other dealings with 28 SANFRAN 76199 V4 (2K) DECLARATION OF GRANT KOLLING
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1 creditors, as well as attempting to reconcile the CPUC and the State with PG&E. During this 2 Negotiation Phase, Palo Alto generally refrained from criticizing PG&E on the record, 3 participating instead in the Committee's confidential negotiating process with PG&E to attempt 4 to convince PG&E of more feasible and less contentious alternatives. Indeed, Palo Alto quietly 5 endured what it perceived to be various PG&E acts of provocation in the hopes of achieving 6 both a better plan and a peaceful reconciliation for itself and with respect to other governmental 7 units. During this period, Palo Alto assisted in the negotiation of a temporary cessation of 8 conflict regarding the Western Area Power Administration's ("WAPA") contract with PG&E.
9 Unfortunately, even with the assistance of the Committee, Palo Alto could not dissuade or 10 prevent PG&E from threatening to take or taking certain actions detrimental to Palo Alto's vital 11 economic interests, such as (i) terminating the Interconnection Agreement on which Palo Alto 12 depended .for electric transmission under prejudicial circumstances, as described in the antitrust 13- estimation proceedings, and (ii) attempting to substantially increase the gas transmission 14 pricing to Palo Alto by reclassifying Palo Alto from a "noncore" industrial/wholesale type 15 customer into a "core". consumer customer, as described in the Settlement Plan trial 16: proceeding. (The CPUC ALJ eventually rejected that attempt to reclassify Palo Alto from its 17 historical, "noncore" or wholesale gas transmission customer classification, with other large 18 and industrial customers, to a new "core" or retail customer classification.)
19 (b) The "Plan Dispute Phase." Once PG&E filed its initial PG&E Litigation 20 Plan, Palo Alto began its effort to improve that plan and the amended and subsequent plans 21 which PG&E and then the CPUC, respectively, attempted to confirm (the "Plan Dispute 22 Phase"). Because PG&E insisted on its PG&E Litigation Plan as the only plan it would 23 consider, the path to a better and feasible plan required that the nonfeasible and divisive PG&E 24 Litigation Plan be removed as an obstacle to a better and more feasible plan. Palo Alto also 25 believes that its opposition improved each plan in ways that the plan proponents would not 26 voluntarily accept without court-required reforms or clarifications. I believe that these 27 improvements did not undermine the economics needed to pay creditors in full. They were 28 SANFRAN 76889 v4 (2K) DECLARATION OF GRANT KOLLINC3 8
c c 1 generally offered to minimize the incentives and ability of PG&E to abuse its monopoly power 2 by economically harming municipal utilities and other continuing creditors in ways that would 3 also be counterproductive for PG&E and its creditors in the long run. In my opinion, Palo 4 Alto's effort to moderate PG&E's provocative approach, whether or not it could be cost-5 effectively proven to be tortious or wrongful, was in the best interest of creditors and, as 6 demonstrated in practice, in the long-term best interest of PG&E and its creditors. Indeed, the 7 ultimately confirmed Settlement Agreement (and, therefore, the Settlement Plan) included 8 various of Palo Alto's recommendations and suggestions, and the Court's related rulings also 9 protected creditors from some of the possible adverse interpretations of the Settlement 10 Agreement and Plan.
11 (c) The 'Tinal Phase." As a direct result of Palo Alto's opposition to the 12 Proposed Settlement Agreement and related Settlement Plan, important reforms and 13 clarifications were made by this Court and by the CPUC, and further risk to PG&E's 14 continuing pass-through and disputed creditors were also reduced. Palo Alto appealed in an 15 effort further to reduce such risks and threats to Palo Alto in the future, but, as expected, those 16 activities have not interfered with the effectiveness of the Settlement Plan. Palo Alto is not 17 requesting reimbursement for any post-confirmation expenses, even though I believe Palo Alto 18 may achieve other long-term benefits for pass-through and disputed creditors through its 19 continuing efforts post-confirmation, hopefully by settlement.
20 Palo Alto notes the following illustrative contributions for the benefit of 21 creditors, especially those who are governmental units or otherwise have to continue to deal 22 with PG&E:
23 (1) Although Palo Alto opposed some aspects of the 24 CPUC/Committee Plan in order to induce reforms that the CPUC was disinclined to impose on 25 PG&E, Palo Alto helped preserve the essential defense of the Reorganization Agreement 26 (proposed by the CPUC) from PG&E's attacks. That unselfish Palo Alto action anticipated the 27 foreseeable risk that PG&E might later be able to use (and did use against Palo Alto) the 28 SAN FRAN 76899 V4 (2K) 9DECLARATION OF GRANT KOLLING
c C 1 Reorganization Agreement as a basis for the more challenging and problematic Proposed 2 Settlement Agreement with the CPUC. Nevertheless, like the Committee, Palo Alto believed 3 that the ultimately successful plan that Palo Alto aspired to help create would include such a 4 Reorganization Agreement; 5 (2) .While Palo Alto continued to object in order to achieve reforms, it 6 also acted to save the CPUC/Committee Plan against PG&E's assault on the apparent 7 weaknesses of the CPUC's case regarding the cram down of PG&E's equity, including a hole 8 in the evidence that PG&E used to seek to defeat the plan. Palo Alto observed that the.
9 Committee's only possible rehabilitating witness, Tom Lumsden, had been unable to fully 10 cover the CPUC/Committee's position, because of limitations in what he was permitted to 11 address in the CPUC direct case. Because PG&E had "opened several doors" in its cross-12 examination, Palo Alto's separate cross-examination of Mr. Lumsden thereafter served to 13 preserve the Plan from possible defeat by PG&E's vigorous opposition, thus preserving the 14 plan's leverage as an alternative to the PG&E Litigation Plan and facilitating the ultimate 15 settlement (i.e., that rescued the CPUC/Committee Plan, which became the foundation for an 16 improved Settlement Plan thereafter);
17 (3) Palo Alto alone joined the Committee in advocating the final 18 settlement process that culminated in the Settlement Plan. But for Palo Alto's effort to improve 19 the PG&E Plan through settlement negotiations (ironically, PG&E then excluded Palo Alto and 20 other objectors besides the CPUC from the negotiations), the PG&E Litigation Plan might have 21 been confirmed, although it probably never would have become effective. That result would 22 have been financially and otherwise detrimental for many interested parties, including the vast 23 majority of creditors who did not want to wait years for an effective date. Moreover, 24 Palo Alto's objections to the competing plans, and its success in compelling critical 25 amendments to the competing plans, helped facilitate the settlement process that benefitted 26 many interested parties (but not necessarily Palo Alto);
27 (4) Palo Alto's objections to the Settlement Agreement and 28 SANFRAN 768S9 V4 (2K) DECLARATION OF GRANT KOLLING 10
c c 1 Settlement Plan resulted in several improvements to the Settlement Agreement and Settlement 2 Plan (some were specified by this Court's rulings, others required by the CPUC itself),
3 including provisions designed to narrow dangerous interpretations and clarify limitations of the 4 adverse impacts of the Settlement Agreement and Settlement Plan. Even PG&E was 5 compelled to offer some revised interpretations of its Settlement Agreement and Settlement 6 Plan in response to Palo Alto's and others' principled challenges; 7 (5) Even though Palo Alto is not seeking reimbursement in this 8 application for its costs incurred in the antitrust estimation proceeding, Palo Alto believes that 9 its efforts have benefited creditors and others (i) by developing further evidence against the 10 PG&E Litigation Plan, especially as to its electric transmission flaws and ETrans problems, 11 (ii) by moderating the approach of PG&E to various disputes in multiple forums, and (iii) by 12 reducing the ultimate risk of a regulatory, legislative and public relations backlash against 13 PG&E. In this and other respects, Palo Alto's strong complaints about PG&E's conduct 14 sometimes had the desired effect of moderating the threat of harms which PG&E sought to 15 inflict on Palo Alto and other PG&E customers on whom Palo Alto depends (e.g., Northern 16 :California Power Agency, Transmission Agency of Northern California, and WAPA.); and 17 (6) All of the clarifications and reforms in the Settlement Plan 18 resulting from Palo Alto's objections, as well as from the earlier plans to which Palo Alto 19 objected (many of which were carried forward into the Settlement Plan) are in the long-term 20 best interest of creditors and PG&E. But for Palo Alto's objections and resulting attention to 21 the issues, I believe that PG&E would have persisted in far more aggressive actions in ways 22 that would have ultimately created a backlash, including greater regulatory and legislative 23 restraints on PG&E. While Palo Alto continued, with the support of some creditors, to object 24 vigorously to PG&E's aggressive conduct or tactics, other major creditors did not oppose 25 Palo Alto's efforts in this regard as they knew from direct experience (or even mediation 26 efforts on Palo Alto's behalf) how aggressive PG&E was toward municipal utilities like 27 Palo Alto.
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Xc 1 lFor the reasons stated above, Palo Alto believes that it has worked both quietly 2 and effectively both behind the scenes and in the public litigation, playing a unique and 3 important role in this case in its service on or for the Committee and making a substantial 4 contribution to the success of this case. Palo Alto's effortswere not duplicative of the efforts 5 of any other party in this case seeking such reimbursement now; moreover, Palo Alto has 6 generally either been supportive of various Committee positions and activities or has been 7 useful in achieving results that were beneficial, such as creating sufficient doubts about the 8 PG&E Litigation Plan in order to make a better plan possible. In short, Palo Alto's efforts 9 enabled the bankruptcy to move toward confirmation of a plan and helped to ensure the 10 successful emergence of the Debtor intact as a vertically integrated entity - a result that would 11 not have been as assured, but for Palo Alto's active and forceful participation.
12 Palo Alto Expense Data 13 14. Attached hereto are redacted invoices for the applicable services that Palo Alto 14 employed from the same team of lawyers, first from Brobeck, Phleger & Harrison, LLP, and 15 then from Morgan, Lewis & Bockius, LLP. No waiver of the attomey-client or work product 16 privileges is intended by release of those invoices. While those lawyers performed more 17 services than those for which Palo Alto requests reimbursement, I have excluded those that 18 relate to Palo Alto's individual claim recovery efforts, including the antitrust estimation 19 proceeding activities and efforts in other forums, even though Palo Alto could argue that those 20 efforts had some general benefits for creditors, especially pass-through and disputed creditors, as 21 well as enhancing the knowledge and evidence also used in the tasks for which Palo Alto seeks 22 reimbursement. For example, the discovery and related work done by counsel for Palo Alto in 23 connection with the antitrust estimation proceeding in this court and in the FERC proceedings 24 for which no reimbursement was sought enhanced Palo Alto's ability to address the electric 25 transmission problems at issue in the plans of reorganization. Similarly, Palo Alto's 26 participation in the CPUC and NRC process for which no reimbursement is sought also 27 enhanced Palo Alto's reimbursable efforts.
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1 15. Although the Northern California Power Agency ("NCPA") also participated in 2 the Chapter 11 case and its counsel and staff contributed value in collaboration with Palo Alto, 3 the NCPA is not making a substantial contribution claim. To the extent that the Northern 4 California Power Agency has contributed. benefits to Palo Alto in order to support these efforts 5' by Palo Alto for which reimbursement is sought by Palo Alto, Palo Alto is collecting all of the 6 specified attorneys' fees and costs incurred by Palo Alto, and Palo Alto will satisfy whatever 7 subrogation or other rights NCPA might have.
8 16. Palo Alto has incurred legal fees and expenses for which it seeks reimbursement 9 in the amount of $1,901,913.48 during the Application Period, as well as substantial other legal 10 fees and expenses with respect to the PG&E Chapter 11 case and related proceedings for which 11 Palo Alto does not seek reimbursement here.
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C C 1 I declare under penalty of perjury that the foregoing is true and correct to the best of my 2 knowledge, information and belief.
.3 Executed this O36day of July, 2004 in San Francisco, California.
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