CONTACTS 
0201 - PG&E Transm Contracts              415 973 3872 fax 972 0871
020101 - Ms. Pam Taheri,
020102 - Contract Manager, Rm 2334 Mail Code B23A =415 973 1660
020103 - Transmission Contracts =415 972 0871 (fax)
0202 - PG&E Law Department                415 973 nnnn fax or 800...
020201 - Mr. Glenn West Jr., Esq.;  =415 973 2776
0203 - PG&E Trans Sys Engineering         415 973 3877 fax 9209
020301 - Mr. Randy Hopkins, E.E.; Engineer; Rm 580, Mail Code F5C =415 973 6757
0204 - PG&E Building & Land Svcs.         415 973 8273 fax or 800...
020401 - Mr. Buck Jones;  =415 973 5874; Land Department
0205 - PG&E Sac Transmission Sys          916 388 7310 fax or 800...
020501 - Mr. Robert L. Crooks; =916 388 7310
0206 - SMUD                               Telephone;   fax or 800...
020601 - Mr. Bill Renard; Power Contracts      =Telephone/fax
020602 - Mr. Keith D. Shorey; Supervisor =916 732 5336 fax 5238
020603 - Real Estate Services =Telephone/fax
0207 - The Welch Company                  415 781 5700
020701 - Mr. Rod Welch

SUBJECTS
Gold Hill Horseshoe Transmission Upgrad
Contract, SMUD, PG&E draft
Introductions

0805 -    ..
0806 - Summary/Objective
0807 -
080701 - Followed up work at ref SDS 6 0000.
080702 -
080703 - Negotiated, reviewed, edited and accepted conceptual framework for
080704 - contract agreement.  Agreed on target date to sign final conceptual
080705 - contract of Nov 18, 1994 and set target date of Dec 10, 1994 for PG&E
080706 - and SMUD staff's to complete final contract, ref OF 2 line 286.
080707 -
080708 - This accomplished entire meeting agenda, per ref DRP 4 line 11, and
080709 - objective at ref SDS 3 line 201.
080710 -
080711 -
080712 -
080713 -
0808 -

SUBJECTS
Finalize Detailed Conceptual Language
PG&E draft submitted to SMUD for negotiations
Initialled by parties after negotiations

1106 -
110601 - After discussing major issues, parties reviewed the language proposed
110602 - by PG&E as contained in the draft (file 941109a -- ref OF 1 line 12)
110603 - submitted to SMUD at ref DRP 3 line 8.
110604 -
110605 - This took about three (3) hours and resulted in agreement on final
110606 - edits, plus a few minor points which the parties agreed to research
110607 - further over the next week to be included in the final version of the
110608 - conceptual framework. Such matters are entered in brackets and in
110609 - italics.
110610 - ..
110611 - About 0520 pm Glenn West began entering the final edits with
110612 - assistance of all parties, using my notebook computer which I brought
110613 - to facilitate this opportunity. see ref SDS 6 8856. This resulted in a
110614 - new version with the filename "941110", per ref OF 2 line 14.
110615 -
110616 - The document file was printed in ASCII text because there was an
110617 - incompatibility between the printer drivers on the computer used by
110618 - PG&E and the printers available at the SMUD offices where the meeting
110619 - occurred.  This effort took until about 0645 pm.
110620 -
110621 - Bill Renard and Pam Taheri reviewed the printed conceptual agreement
110622 - and found a few final edits.  These were made by Bill and Pam together
110623 - in handwriting on their respective copies of the printed document.
110624 -
110625 - After they agreed on all edits.  Bill reviewed Pam's version for
110626 - conformance with his own version. Bill and Pam then initialed and
110627 - dated the last page of Pam's version.  Bill made a copy for SMUD of
110628 - the set that was initialed and dated so both parties could thereafter
110629 - work from a common base of language.  This comprises the record of
110630 - understandings on the conceptual framework agreement.
110631 -
110632 -
110633 -
110634 -
1107 -

SUBJECTS
Negotiations
SMUD Conceptual Framework

1305 -
130501 - While Glenn was finaling the modifications to the conceptual framework
130502 - file on the notebook computer, Pam, Bill and Keith considered the
130503 - specific steps SMUD must take to get the actual contract signed.
130504 -
130505 - Keith recommended a list of 3 or 4 people who will have to review the
130506 - contract.  Bill will make the submission.
130507 -
130508 - Bill said the contract will not have to be submitted to the SMUD board
130509 - because it is under $250K.  There was consideration of a Board
130510 - interest in the status of the project.  Bill plans to submit the
130511 - contract to the Board for information, however, he does not expect to
130512 - make a formal submittal for acceptance since that would extend
130513 - acceptance by several weeks or months.
130514 -
130515 - It was suggested that the parties set out a target date for preparing
130516 - a final contract.  Based on the foregoing considerations, Dec 10, 1994
130517 - was considered a realistic target date for respective managements to
130518 - received a document ready for signature.
130519 -
130520 -
130521 -
1306 -

SUBJECTS
Gold Hill Horseshoe Transmission Upgrad
Contract, SMUD, PG&E draft
R/W Alternatives

1606 -
160601 - 8861
160602 - Considerations for Agreement between SMUD and PG&E
160603 -
160604 - Initially Keith noted that SMUD feels it is not getting adequate
160605 - compensation for permitting PG&E to use a portion of its right of way
160606 - easement.  SMUD's position is that the agreement should comprise a
160607 - joint project.
160608 -
160609 -     Keith said SMUD is changing its position in the negotiations,
160610 -     because SMUD has now identified a potential uses of the right of
160611 -     way, which it is giving up under previously agreed terms.
160612 -
160613 -     He proposed there be reciprocal terms under a lease of the new
160614 -     PG&E transmission line.  He said SMUD management requested that
160615 -     he explore options for getting better terms for SMUD.
160616 -
160617 - Pam asked Bill about his sense of this matter, based on prior
160618 - discussions that resulted in the current language.  Bill said that
160619 - Keith adequately set out SMUD's concerns.
160620 -
160621 - Buck explained how the language in the current draft accomplishes
160622 - Keith's sense of an appropriate agreement.
160623 -
160624 - Keith asked if the new pole line will be entirely within the 57'
160625 - corridor which PG&E wants from SMUD?
160626 -
160627 -    Randy affirmed this understanding.  He said the pole line will be
160628 -    constructed approximately 18 feet within the 57 foot strip.
160629 -
160630 -
160631 - Sway
160632 -
160633 - Keith asked if the new line will sway into an adjacent SMUD line?
160634 -
160635 -    Randy said PG&E's calculations show this will not occur.
160636 -
160637 -    Keith requested that PG&E furnish its calculations as part of the
160638 -    conceptual framework agreement.
160639 -
160640 - Keith asked if the conductor on the new pole line will sway into
160641 - PG&E's right of way, and if so then PG&E should grant SMUD sufficient
160642 - easement to accommodate this sway in the event SMUD decides to pur-
160643 - chase the pole line from PG&E at a future date, as provided in para 1b
160644 - of the agreement at ref OF 2 line 56.
160645 -
160646 - Keith asked why PG&E has added the language that SMUD grants to PG&E
160647 - easement rights consistent with SMUD's underlying rights, ref OF 2
160648 - line 48?
160649 -
160650 -     Glenn explained that this permits PG&E to install other types of
160651 -     facilities, such as communications which are permitted in SMUD's
160652 -     right of way.
160653 -
160654 -     Glenn showed Keith and Bill the language in SMUD's underlying
160655 -     easement which grants this permission.
160656 -
160657 -
160658 - Keith and Bill agreed to pay PG&E only 85% of the cost of construction
160659 - of the new pole line, in the event SMUD purchases it after PG&E gives
160660 - notice it chooses to abandon the line, as provided in section 1b, ref
160661 - OF 2 line 60.
160662 -
160663 -     They said that SMUD values its contribution of an easement to PG&E
160664 -     under para 1a of the agreement, at 25% of the replacement cost of
160665 -     the line in the event that SMUD purchases the line as provided
160666 -     under para 1b.  They therefore, offered that SMUD would only pay
160667 -     PG&E 75% of the cost to construct the facilities.
160668 -
160669 -     Buck Jones pointed out that PG&E's grant to SMUD of a 10 foot wide
160670 -     portion of its existing easement for sway rights in the event SMUD
160671 -     purchases the pole line from PG&E, is worth a reduction of 10%
160672 -     with respect to SMUD's valuation of its easement.  Bill and Keith
160673 -     concurred.
160674 -
160675 -     Reducing the 25% valuation of SMUD's easement rights, by 10% for
160676 -     PG&E's easement, means the net reduction relative to the original
160677 -     cost of construction is 15%.  As a result the parties agreed that
160678 -     SMUD need only pay 85% of the cost to construct the facilities in
160679 -     the event PG&E abandons the facilities, and SMUD decides to
160680 -     purchase same.
160681 -
160682 -
160683 -
160684 - Underlying Easement Date Incorrect
160685 -
160686 - Keith pointed out that the date in para 1D should be April 5, 1957.
160687 - and said that this date needs to be confirmed.
160688 -
160689 -
160690 - Para 1d - Second Easement
160691 -
160692 - Keith advised that SMUD must convey its underlying rights to a second
160693 - right of way easement for "Anderson."  There is only one listed in
160694 - para 1D of the conceptual framework agreement, ref OF 2 line 84.
160695 -
160696 -     Buck will investigate, and parties agreed this evening to
160697 -     incorporate this second underlying easement into the conceptual
160698 -     framework agreement provided its terms are reasonably consistent
160699 -     with the terms of the agreement cited in para 1D, ref OF 2 line
160700 -     84.
160701 -
160702 -
160703 -
160704 -
1608 -

SUBJECTS
Gold Hill Horseshoe Transmission Upgrad
Contract, SMUD, PG&E draft
Tubular Steel Line 2 Circuits

1806 -
180601 - There were no changes to this section.
180602 -
180603 -
180604 -
1807 -

SUBJECTS
Gold Hill Horseshoe Transmission Upgrad
Contract, SMUD, PG&E draft
SMUD Rights to one Transmission Circuit

2006 -
200601 - Keith said SMUD wants the lease to commence immediately, rather than
200602 - be left as a step that must be performed in the future.  This was
200603 - agreed.
200604 -
200605 - SMUD does not want "taxes" mentioned in the agreement.  This arose in
200606 - connection with discussing O&M costs. Keith said they will pay all
200607 - reasonable and necessary "fees".  SMUD will permit any lease terms to
200608 - be structured in such a way that PG&E does not incur unreimbursable
200609 - expenses.  We referenced CPUC rule 2 to establish this point that
200610 - taxes are implicit.
200611 -
200612 -
200613 -
2007 -

SUBJECTS
Gold Hill Horseshoe Transmission Upgrad
Contract, SMUD, PG&E draft
SMUD Removes Idle Existing Line

2206 -   ..
220601 - Follow up ref SDS 6 line 420.
220602 -
220603 - Keith feels PG&E's language is too broad, ref OF 1 line 178.
220604 -
220605 - Bill Renard seemed to feel it was acceptable.
220606 -
220607 - Keith asked if PG&E is aware of anything within SMUD's right of way
220608 - that needs to be removed which SMUD is unaware of?
220609 -
220610 - Pam pointed out that the purpose of the agreement is to permit PG&E to
220611 - construct new facilities within SMUD's easement.  SMUD has greater
220612 - familiarity with this than PG&E, and so should provide it to PG&E in a
220613 - condition that permits the project to be carried out.  PG&E's proposed
220614 - language permits SMUD to investigate this point.
220615 -
220616 -  ..
220617 -
220618 - Keith feels PG&E is asking for a blank check.
220619 -
220620 - Buck said PG&E wants to construct its work.  He pointed out there may
220621 - be a live line approximately 3 spans south of UARP Junction.
220622 -
220623 - Buck said PG&E is concerned about the prospect of other SMUD
220624 - installations that may occur in the r/w after the agreement is signed.
220625 -
220626 - Bill indicated SMUD has investigated and has determined that it can
220627 - remove all existing facilities.
220628 -
220629 - Keith feels these should be described as "wood pole line" since that
220630 - is all he knows about at this time.  SMUD agreed not to construct any
220631 - new facilities in the r/w.
220632 -
220633 - Randy asked that PG&E be permitted to attach to existing SMUD
220634 - facilities outside the new pole line, to support construction and
220635 - operations of the new pole line.  This was identified as being near
220636 - Lake Substation.
220637 -
220638 -     This was agreed.
220639 -
220640 -
220641 -
220642 -
2207 -

SUBJECTS
Gold Hill Horseshoe Transmission Upgrad
Contract, SMUD, PG&E draft
PG&E can withdraw if Sierra & L&P not
SMUD Conceptual Framework
SMUD Contract

2608 - Summary/Objective
2609 -
260901 - Parties agreed to add a provision that the final agreement will be
260902 - prepared and ready for submission to management for approval on or
260903 - before 941210.  This would be added to para 9 at ref OF 2 line 281.
260904 -
260905 - The longer this matter lingers, the greater chance there is for more
260906 - concerns to surface that require more meetings and more expense of
260907 - people.
260908 -
260909 -
2610 -