THE WELCH COMPANY
440 Davis Court #1602
San Francisco, CA 94111-2496
415 781 5700


S U M M A R Y


DIARY: November 16, 1994 09:23 AM Wednesday; Rod Welch

Reviewed understandings on Gold Hill SMUD negotiations.

1...Summary/Objective
.....Discussion with Pam
2...Communication Metrics Improving Management at PG&E
3...Glenn Requests SDS Demo on Supporting Legal Department


..............
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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 Building & Land Svcs.         415 973 8273 fax or 800...
020301 - Mr. Buck Jones;  =415 973 5874; Land Department
0204 - PG&E Trans Sys Engineering         415 973 3877 fax 9209
020401 - Mr. Randy Hopkins, E.E.; Engineer; Rm 580, Mail Code F5C =415 973 6757
0205 - PG&E Proj Mngmnt Transm Sys        415 973 6778 fax 8426
020501 - Mr. Bill DeHart, PMP
020502 - Project Manager, Room 1183B-V11C =415 973 5655 pger 510 810 3026
020503 - Project Management Group
020504 - Mr. Michael R. Emery
020505 - Project Manager, Room 1175B-V11C =415 973 4322 pager 807 3283
020506 - Project Management Group

SUBJECTS
941110 SMUD, Sac, Negotiate Conceptual
Negotiations
Initialied by parties after negotiations
PG&E draft with edits entered

0806 -    ..
0807 - Summary/Objective
0808 -
080801 - Follow up ref SDS 11 0000.
080802 -
080803 - Received mail and final version of conceptual framework agreement with
080804 - SMUD.  Met with Pam to review notes of negotiation meeting, per
080805 - ref SDS 9 0000.  Discussed sched- ule and tactics for obtaining timely
080806 - completion of SMUD contract, per ref SDS 10 line 86, per my letter
080807 - ref DIP 2 line 27.
080808 -
080809 - Pam wants to schedule a meeting to develop interim contract terms with
080810 - Sierra to support payment.  Called Buck, Randy and Glenn.
080811 -
080812 -
0809 -
0810 -
0811 - Received EM from Glenn
0812 -
081201 - Glenn responds to my letter ref DIP 2 line 27 issued at ref SDS 10
081202 - line 67, in his EM ref DRT 1 line 15.
081203 -
081204 -     He concurs we need semicolon, per ref SDS 10 line 77.
081205 -
081206 -     Explains his idea about why "or" is not good useage at ref SDS 10
081207 -     line 81.
081208 -
081209 -     Concurs we need to do something about setting a target completion
081210 -     date for the SMUD contract, per ref SDS 10 line 86.
081211 -
081212 -
081213 -
0813 -
0814 -
0815 - 1023 received EM from Pam
0816 -
081601 - Received ref DRT 4 line 17 from Pam transmitting the document that
081602 - comprises the final conceptual framework.
081603 -
081604 - I put her transmittal to SMUD and the conceptual agreement in the same
081605 - file, ref OF 5 line 10.
081606 -
081607 - The new conceptual framework has 10 para instead of 9.
081608 -
081609 -
081610 -
0817 -
0818 -
0819 - 1016 Analysis
0820 -
082001 - PG&E's proposed transmittal at ref OF 5 line 50 indicates PG&E and
082002 - SMUD will seek to finalize the language within the next two months.
082003 -
082004 -     Our purpose was to put in the conceptual agreement that the
082005 -     parties would complete contract language in early December, so
082006 -     SMUD would have a month or so to process it through to signature,
082007 -     ref SDS 9 line 142, and at ref SDS 9 line 341.
082008 -
082009 -     Seems like the more important step is for staff to agree on a
082010 -     target date for completing their work, independent of when the
082011 -     thing might actually be signed my managment.
082012 -
082013 -     Discussion with Pam
082014 -
082015 -     Pam came by in the afternoon to review the notes of the negota-
082016 -     tion.  We discussed this point after reviewing those notes, per
082017 -     discussion below under the record segment:
082018 -
082019 -
082020 -        "PG&E can withdraw if Sierra & L&P not"
082021 -
082022 -           ...this is para 10, but was previously para 9.
082023 -
082024 -
082025 - The first step is for Pam and Glenn to craft a specific contract.
082026 -
082027 - Then they can get Bill to review.  Possibly go meet with him to help
082028 - expedite SMUD's review.
082029 -
082030 -
0821 -
0822 -
0823 - 1041 called Pam
0824 -
082401 - Asked about meeting to review negotiation notes.
082402 -
082403 -    She called back and we set meeting for 1315.  I explained I have a
082404 -    1430 meeting, and so have to leave oa 1415.
082405 -
082406 -
0825 -
0826 -
0827 - 1127 Called Glenn
0828 -
082801 - He has not had a chance to review Pam's proposed current version.
082802 -
082803 - Glenn does not recall the understandings about setting target a date
082804 - for completing the contract language.
082805 -
082806 - I asked about the extra para.  Glenn said Pam added a para to grant
082807 - SMUD reciprocal rights to PG&E's.  He is unsure which para it is.
082808 -
082809 -
082810 -
082811 -
082812 -
0829 -
0830 -
0831 - 1345 meeting with Pam
0832 -
083201 - Reviewed notes on meeting with SMUD to negotiate conceptual framework,
083202 - ref SDS 9 line 67.  She asked me to set up meeting with Buck and
083203 - Randy, Glenn to write a letter getting interim payment authority from
083204 - Sierra Pacific.
083205 -
083206 -    Did this below.
083207 -
083208 -    [See also follow up at ref SDS 12 line 106.]
083209 -
083210 -
0833 -

SUBJECTS
R/W Access

0904 -
090401 - Follow up call at ref SDS 11 line 69.  Have we chased down the need
090402 - for 2nd easement, per ref SDS 9 line 200.
090403 -
090404 -    This seems to have been done per Buck's letter ref DRT 2 line 22,
090405 -    he is adding that
090406 -
090407 -           from Alice G. Anderson and others'
090408 -
090409 -    ...to the conceptual agreement at ref OF 4 line 96.  Buck also
090410 -    says the date of the transaction should be April 3, 1957, instead
090411 -    of April 5, 1957, per ref DRT 2 line 22.
090412 -
090413 -    Note that this is set out in Pam's final version received today
090414 -    via her transmittal,
090415 -
090416 -
090417 -    When we met at 1345 today, Pam explained the basis of the 85%
090418 -    valuation under para 1b.  I conformed the meeting notes to reflect
090419 -    her explanation, per ref SDS 9 line 223, so there is a record of
090420 -    how the amount shown in the agreement at ref OF 5 line 146 was
090421 -    determined.
090422 -
090423 -
090424 -
0905 -

SUBJECTS
PG&E May Connect to SMUD Pole at Lake

1004 -
100401 - The new version Pam prepared includes a new section 7, applying the
100402 - understanding at ref SDS 9 line 341.
100403 -
100404 - This resulted in changing prior sections 7, 8 and 9, to be 8, 9 and
100405 - 10.
100406 -
100407 -
100408 -
100409 -
1005 -

SUBJECTS
PG&E can withdraw if Sierra & L&P not

1104 -
110401 - Considered with Pam the understandings and ideas about giving SMUD
110402 - adequate notice of the need to complete the actual contract by a date
110403 - certain.  She feels it may take several weeks to get the conceptual
110404 - framework signed.
110405 -
110406 -     Pam recognizes the advantage of setting an early date for complet-
110407 -     ing the draft of the final contract, and would like to accomplish
110408 -     this before 941210.  She feels though that since Bill Renard is
110409 -     leaving SMUD, he may step away from this task if there is too much
110410 -     pressure to meet deadlines; in that case, SMUD would assign a new
110411 -     contract negotiator which would greatly protract the completion of
110412 -     contract language. Therefore, Pam wants to avoid specifying com-
110413 -     pletion targets that imply significant effort, and instead deal
110414 -     with Bill directly.
110415 -
110416 -
110417 -
110418 -
1105 -

SUBJECTS
Conceptual Agreement with SMUD
Sierra
Interim Payment Agreements
GO 131-D procedures and Impacts
Pre-Contract Payment

1708 -
170801 - Received ref DRT 3 line 10 from Glenn West to Buck, evidently replying
170802 - to EM from Buck.
170803 -
170804 - Glenn advises that Pam is considering proposing to Sierra that the
170805 - parties make an interim agreement so that Sierra can pay PG&E for
170806 - work being performed to expedite the project and avoid adverse cost
170807 - and schedule impacts of GO 131-D.
170808 -
170809 -
170810 -
170811 -
1709 -
1710 -
1711 - 1345 meeting Pam
1712 -
171201 - She asked me to set up a meeting on this as soon as possible, and
171202 - develop analysis of options vis a vis GO 131-D exemption on relocaiton
171203 - work and requesting pre-contract payment approval from Sierra to
171204 - obtain the GO 131-D exemption.
171205 -
171206 - She will submit Buck's analysis on consideration of PG&E seeking
171207 - interim payment agreement from Sierra, in order to qualify for GO
171208 - 1310-D exemption on relocation work.
171209 -
171210 -     [This was received at ref SDS 12 line 119 and at ref SDS 12 line
171211 -     167.]
171212 -
171213 -     [Meeting was held with Randy at ref SDS 13 line 70.]
171214 -
1713 -
1714 -
1715 - 1641 called Buck
1716 -
171601 - Left message that Pam wants a meeting for tomorrow or as soon there-
171602 - after as possible.
171603 -
171604 -
1717 -
1718 -
1719 - 1642 called Randy
1720 -
172001 - Left message.  He is in the office.  Asked him to call me here or
172002 - leave message at PG&E office number.
172003 -
172004 -    We probably should accompany the letter with some schedule and cost
172005 -    backup, per ref SDS 3 line 278.
172006 -
172007 -
172008 -
1721 -
1722 -
1723 - 1645 called Pam
1724 -
172401 - Left message for Pam to clarify what we need from Buck and Randy.
172402 -
172403 - I suggested I could meet with Buck and/or with Randy separately to
172404 - develop the information needed to write the letter, so we are not
172405 - stuck with having to wait until everyone can meet at the same time.
172406 -
172407 -    It is not clear why Pam and Glenn cannot simply craft the letter
172408 -    and then just pop in the blanks from Randy and Buck.
172409 -
172410 -    This is the vein of the duty to disclose prospective extra cost and
172411 -    delay, per ref SDS 3 line 279, and at ref SDS 4 line 65.
172412 -
172413 -        [Seems to have later turned out a letter was not necessary, per
172414 -        ref SDS 13 line 235.]
172415 -
1725 -
1726 -
1727 - 1716 called Bill DeHart
1728 -
172801 - Advised of above matters, so in case he is called by Randy or Buck, he
172802 - will be alerted.
172803 -
172804 -
172805 -
1729 -
1730 -
1731 - 1847 Bill called back
1732 -
173201 - He appreciated being advised of meeting and possibility of receiving
173202 - calls from Randy and Buck.
173203 -
173204 -
1733 -
1734 -
1735 - 1722 called Glenn
1736 -
173601 - We considered the scope and rationale of the letter Pam is
173602 - contemplating sending to Sierra.  He has in mind that Randy and Buck
173603 - can come up with a budget of say $500K or whatever.  He expects that
173604 - Sierra will want some control on expenditures.
173605 -
173606 - We considered the need for presenting a benefit side to the proposal,
173607 - per discussion at ref SDS 3 line 282.
173608 -
173609 -
173610 -
173611 -
1737 -

SUBJECTS
Project Management
Welch Support, Law Department
Objectives/scope, Evaluation
Demonstrations, Sales discussions

2507 -
250701 -  ..
250702 - Communication Metrics Improving Management at PG&E
250703 -
250704 - Pam Taheri met in my office this afternoon to discuss Com Metrics
250705 - support for the Contract Department.  Bill and Mike both visited with
250706 - us briefly.
250707 -
250708 - I showed Pam how SDS organizes information, and ties things together
250709 - so there are a variety of ways to quickly understand the chronology
250710 - of events.
250711 -
250712 - Pam reviewed with Bill our work today, per above, ref SDS 0 0001, on
250713 - analysing and planning negotiations with SMUD from last week on
250714 - 941110. ref SDS 9 0001
250715 -
250716 - Pam asked if they wanted to sit in on our meeting?
250717 -
250718 - They both advised they would rely on the SDS notes of our discussion
250719 - today.  Pam asked if this would be an acceptable common procedure,
250720 - rather than her submitting multiple notices of understandings and
250721 - events.
250722 -
250723 - Mike, who is taking over the CDW project from Bill when he retires at
250724 - the end of December, indicated that generally this would be okay,
250725 - depending upon the level of importance and urgancy of communications.
250726 -
250727 - Earlier in the morning, Mike and I met with Bill.
250728 -
250729 - Bill indicated that he has been submitting all information on CDWR and
250730 - Gold Hill Horseshoe to Rod, so that it is organized within the SDS
250731 - document long and diary environment.  Mike said this would be helpful
250732 - to him.  In the meeting with Pam this afternoon, this procedure was
250733 - explained as an acceptable procedure.
250734 -
250735 -
250736 -  ..
250737 - Glenn Requests SDS Demo on Supporting Legal Department
250738 -
250739 - In the discussions with Glenn West this morning, he asked what program
250740 - is used to prepare SDS memos that have been submitted to him and Pam
250741 - on the meetings we have attended together the past few weeks, e.g., on
250742 - 941110? ref SDS 9 0001
250743 -
250744 - Glenn said the organization of information in SDS records is very
250745 - helpful.
250746 -
250747 -     [On 000709 Bill DeHart reported in a conference call that SDS has
250748 -     better "organization" than other methods. ref SDS 14 0784
250749 -
250750 - I explained a little about SDS, per POIMS. ref OF 1 0001
250751 -
250752 - Glenn said he has been looking for a way to organize the many
250753 - documents and memos he prepares so he can retrieve information
250754 - according to subject context.
250755 -
250756 - I explained this is a key feature of SDS, using its Subject Index.
250757 -
250758 - Glenn requested a demonstration.
250759 -
250760 - I will call him in a few days to arrange a convenient time.
250761 -
250762 -
250763 -
250764 -
250765 -
250766 -
250767 -
250768 -
Distribution. . . . See "CONTACTS"