December 20, Advice 4985-E (Pacific Gas and Electric Company ID U 39 E) Public Utilities Commission of the State of California

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1 Erik Jacobson Director Regulatory Relations Pacific Gas and Electric Company 77 Beale St., Mail Code B10C P.O. Box San Francisco, CA Fax: December 20, 2016 Advice 4985-E (Pacific Gas and Electric Company ID U 39 E) Public Utilities Commission of the State of California Subject: Supplement No. 2 and Supplement No. 5 Under the Master Agreement With the Peninsula Corridor Joint Powers Board Regarding the Peninsula Corridor Electrification Project In Accordance with General Order 96-B, Section and Resolution E Purpose Pacific Gas and Electric Company (PG&E or Company) requests approval of two agreements with the Peninsula Corridor Joint Powers Board (JPB or Caltrain) for work related to the design and extension of electric transmission facilities to two JPB traction power substations to provide power for the Caltrain Modernization Program (Electrification Project). The two agreements are Supplement No. 2 and Supplement No. 5 to the Master Agreement between PG&E and JPB (the Master Agreement). 1 The Master Agreement, Supplement No. 1 and the Amendment to Supplement No. 1 were all approved by the California Public Utilities Commission (CPUC or Commission) in Resolution E-4811, subject to the conditions contained therein. As required by Ordering Paragraph 3 of Resolution E-4811, PG&E is submitting these two additional Supplements for approval by the Commission pursuant to Section of General Order (G.O.) 96-B, and Section 5.3 (8) of the Energy Industry Rules. 2 PG&E will treat Supplement No. 2 and Supplement No.5 as effective pending disposition under Section and Section of GO 96-B, as of December 15, 2016, the date the Commission approved Resolution E A copy of Supplement No. 2 is attached as Attachment 1. A copy of Supplement No. 5 is attached as Attachment 2. Supplement No. 3 and Supplement No. 4 to the Master Agreement are still under negotiation, but are expected to cover final design, engineering, and construction of the required upgrades to two PG&E substations, the FMC Substation in San Jose and the East Grand Substation in South San Francisco. See Resolution E-4811, at pp. 3, 4. They will each be submitted as a separate advice filing when negotiations have been completed.

2 Advice 4985-E December 20, 2016 Background The background of the Electrification Project is set forth in PG&E s Advice 4853-E and in Resolution E The Master Agreement, approved in Resolution E-4811 subject to the conditions therein, governs the overall relationship between PG&E and Caltrain with respect to the Electrification Project. Individual scopes of work are or will be addressed in Supplements that will set forth the particular scope of work, the authorized dollar amount, and various milestones, deliverables and respective responsibilities. Supplement No. 1, as amended, was approved by Resolution E-4811 and is for up to $2,900,000 for PG&E to conduct preliminary engineering and design for the interconnection of JPB s two traction power stations. Supplement No. 2 is for up to $1,000,000 and governs PG&E s monitoring of and assistance with Caltrain s work on interties for its two traction power substations, including the scope of environmental review, permit responsibility and land rights. Supplement No. 5 is for up to $3,500,000 and governs PG&E s work on temporary interconnection for train test power at PG&E s FMC substation in San Jose. Discussion Supplement No. 2 Supplement No. 2 governs PG&E s monitoring and assistance in connection with Caltrain s design, engineering and construction of interties from PG&E s substations to Caltrain s two traction power substations, including the scope of environmental review, permit responsibility and land rights. Supplement No. 2 further provides that JPB will be responsible for all of the cost of JPB s work, PG&E s activities under Supplement No. 2, the land rights, and the Income Tax on Capital Contributions (ITCC). Finally, Supplement No. 2 provides that the interties will be owned by PG&E, and will be transferred to PG&E upon completion and becoming operational, as described in Supplement No. 2. Supplement No. 2 covers the following matters: Section 1 contains various definitions. Section 2 provides that the Authorized Amount for PG&E s activities under Supplement No. 2 is $1,000,000. The Master Agreement provides that each Supplement shall set forth an Authorized Amount, as explained in detail in Sections 3 and 5 of the Master Agreement. For Supplement No. 2, PG&E anticipates that it will need more than $1,000,000, and has so advised JPB, but for now that is the Authorized Amount. As provided in the Master Agreement,

3 Advice 4985-E December 20, 2016 PG&E will notify JPB when half of the Authorized Amount has been depleted, and may later cease work if JPB does not increase the Authorized Amount. 3 Section 3 of Supplement No. 2 explains that JPB has responsibility to perform the design, engineering, procurement and construction ( Caltrain Work ) for the interties from the PG&E substations. JPB has delegated that responsibility to its Design-Build Contractor, but JPB is responsible to PG&E to require that its Design-Build Contractor or subcontractors complete activities required of them, and JPB agrees to utilize a PG&E-approved designer and contractor. Section 4 provides that JPB shall require its Design-Build Contractor to perform the Caltrain Work using good utility practices and discusses complying with PG&E s standards and guidance, and remedying any deficiencies. Section 5 provides that JPB shall use approved contractors and subcontractors, and sets forth qualifications for those contractors and workers, and requires the use of the PG&E Flowdown Terms attached as Exhibit A to the Master Agreement. Section 6 provides for various hold points, where PG&E approval is needed before JPB can continue. These hold points allow PG&E to review and approve, in writing, agreements for land rights, designs, clearance schedules, and other tasks as set forth therein. Section 7 addresses hazardous materials, and provides that JPB (or its Design- Build Contractor) are responsible for removal and proper disposal of any hazardous materials encountered in connection with the Caltrain Work. Section 8 covers PG&E assistance to JPB. PG&E will be responsible for preapproval of various aspects of JPB s work, approval of designs, detailed inspection of the Caltrain Work, and compiling a list of approved contractors and subcontractors, including coordination to resolve Buy America certification compliance issues. Section 9 addresses responsibility for the acquisition of property under the interties and the necessary permits for Caltrain Work. JPB will be responsible to acquire necessary property rights for PG&E to own and operate the interties, subject to minor exceptions set forth in Section 9. Section 10 provides that the interties will ultimately be owned by PG&E, and addresses the timing of the transfer of title, transfer of the land rights, attaches a bill of sale form, provides for transfer of materials warranties, and similar issues. 3 See discussion of ratepayer protections in Resolution E-4811, at pp.5-6.

4 Advice 4985-E December 20, 2016 Section 11 provides that JPB shall be responsible for 100% of the costs of PG&E s activities under Supplement No. 2, the Caltrain Work, and acquiring the new land rights, as well as the ITCC. There is an express exclusion for work on PG&E substations and other existing PG&E facilities that will or may require modification due to the Electrification Project. 4 Section 12 provides that JPB will create a project schedule, which will be updated monthly. Any scheduling involving PG&E will be subject to PG&E s approval, which shall not be unreasonably withheld. Section 13 addresses environmental review, and provides that JPB will ensure that the environmental effects of both the Caltrain Work as well as future PG&E work on its substations to accommodate the Electrification Project, will be included and analyzed in JPB s environmental review. Section 14 corrects a citation in Section 14 of the Master Agreement. Pursuant to Sections 3 and 13, Caltrain will be responsible for the design, engineering, procurement and construction of the interties and all appurtenant facilities, and will perform analyses of any environmental effects in the applicable CEQA documentation. In Resolution E-4811, approving the Master Agreement, the Commission noted that Caltrain will be responsible for fully analyzing environmental impacts of the interconnection work pursuant to CEQA. In Resolution G-3498 (October 14, 2016), which approved agreements for various utilities, including PG&E, with the California High Speed Rail Authority (CHSRA) for utility relocation work, the Commission determined that GO 131-D would not apply to PG&E electrical facility relocation work because CHSRA will be responsible for the design, procurement of supplies, construction and system tie-in of all PG&E facility relocations. 5 For the same reasons, and as reflected in Resolution E-4811, Caltrain s construction of 115 kv transmission facilities that will eventually be turned over to PG&E is not utility construction within the meaning of General Order 131-D, and no GO 131- D permits or notices are required for this work. Supplement No. 5 Supplement No. 5 provides for temporary interconnection for train test power for JPB at PG&E s FMC Substation in San Jose. It provides for temporary improvements up to the Authorized Amount of $3,500,000. Like Supplement No. 2, Supplement No. 5 provides 4 5 This PG&E Work will be the subject of Supplements Nos. 3 and 4, and cost allocation and responsibility for that work will be the subject of those, still to be finalized, agreements. Supplements Nos. 3 and 4 will be submitted to the Commission for review and approval when finalized. Resolution G-3498, Finding No.16 on p. 23; see also discussion in Resolution G-3498 at pp

5 Advice 4985-E December 20, 2016 that JPB shall be responsible for 100% of the costs of both JPB s activities and PG&E s activities. The highlights of the three-page Supplement No. 5 are: Section 1 provides that the Authorized Amount under Supplement No. 5 is $3,500, Section 2 describes the work to be done by PG&E under Supplement No. 5. Section 3 explains that to support the work to be done by PG&E under Supplement No. 5 for temporary interconnection for test power, work that is anticipated to be the subject of other supplements in support of permanent electrification will need to have been completed in a timely manner. In other words, Supplement No.5 only addresses the work necessary for the temporary interconnection, but that work will be building upon other work for JPB that will be handled under other Supplements that have not yet been completed. Section 4 provides that Caltrain and PG&E will be jointly responsible for coordination of the work under this Supplement and Caltrain s work on engineering, design and construction of the intertie line to PG&E s FMC Substation. Section 5 provides that JPB shall be responsible for 100% of the costs of PG&E s and JPB s activities under Supplement No. 5. Safety The actual work performed under these agreements (oversight, design, and construction) presents no specific or unique safety risks to the public or employees. All designs and specifications produced will conform to all current and applicable Commission, industry and Company safety requirements. Protests Anyone wishing to protest this filing may do so by letter sent via U.S. mail, facsimile or , no later than January 9, 2017 which is 20 days after the date of this filing. Protests must be submitted to: CPUC Energy Division ED Tariff Unit 505 Van Ness Avenue, 4 th Floor San Francisco, California See discussion of Authorized Amount with respect to Supplement No. 2 above, and in the discussion of ratepayer protections in Resolution E-4811, at pp. 5-6

6 Advice 4985-E December 20, 2016 Facsimile: (415) EDTariffUnit@cpuc.ca.gov Copies of protests also should be mailed to the attention of the Director, Energy Division, Room 4004, at the address shown above. The protest shall also be sent to PG&E either via or U.S. mail (and by facsimile, if possible) at the address shown below on the same date it is mailed or delivered to the Commission: Erik Jacobson Director, Regulatory Relations c/o Megan Lawson Pacific Gas and Electric Company 77 Beale Street, Mail Code B10C P.O. Box San Francisco, California Facsimile: (415) PGETariffs@pge.com Any person (including individuals, groups, or organizations) may protest or respond to an advice letter (General Order 96-B, Section 7.4). The protest shall contain the following information: specification of the advice letter protested; grounds for the protest; supporting factual information or legal argument; name, telephone number, postal address, and (where appropriate) address of the protestant; and statement that the protest was sent to the utility no later than the day on which the protest was submitted to the reviewing Industry Division (General Order 96-B, Section 3.11). Effective Date PG&E requests that the Commission issue a Resolution approving this Tier 3 advice filing effective December 15, 2016, the day the Commission approved Resolution E Notice In accordance with General Order 96-B, Section IV, a copy of this advice letter is being sent electronically and via U.S. mail to parties shown on the attached list. Address changes to the General Order 96-B service list should be directed to PG&E at address PGETariffs@pge.com. For changes to any other service list, please contact the Commission s Process Office at (415) or at Process_Office@cpuc.ca.gov. Send all electronic approvals to PGETariffs@pge.com. Advice letter filings can also be accessed electronically at:

7 Advice 4985-E December 20, 2016 /S/ Erik Jacobson Director, Regulatory Relations Attachments Attachment 1: Supplement No. 2 Under Master Agreement Attachment 2: Supplement No. 5 Under Master Agreement cc: Dave Couch, Caltrain Zhenlin Guan, Caltrain Julie A. Sherman, Hanson Bridgett LLP Joan Cassman, Hanson Bridgett LLP

8 CALIFORNIA PUBLIC UTILITIES COMMISSION ADVICE LETTER FILING SUMMARY ENERGY UTILITY MUST BE COMPLETED BY UTILITY (Attach additional pages as needed) Company name/cpuc Utility No. Pacific Gas and Electric Company (ID U39 E) Utility type: Contact Person: Yvonne Yang ELC GAS Phone #: (415) PLC HEAT WATER and EXPLANATION OF UTILITY TYPE ELC = Electric GAS = Gas PLC = Pipeline HEAT = Heat WATER = Water (Date Filed/ Received Stamp by CPUC) Advice Letter (AL) #: 4985-E Tier: 3 Subject of AL: Supplement No. 2 and Supplement No. 5 Under the Master Agreement With the Peninsula Corridor Joint Powers Board Regarding the Peninsula Corridor Electrification Project In Accordance with General Order 96-B, Section and Resolution E-4811 Keywords (choose from CPUC listing): Agreements, Contracts AL filing type: Monthly Quarterly Annual One-Time Other If AL filed in compliance with a Commission order, indicate relevant Decision/Resolution #: E-4811 Does AL replace a withdrawn or rejected AL? If so, identify the prior AL: No Summarize differences between the AL and the prior withdrawn or rejected AL: N/A Is AL requesting confidential treatment? If so, what information is the utility seeking confidential treatment for: No Confidential information will be made available to those who have executed a nondisclosure agreement: N/A Name(s) and contact information of the person(s) who will provide the nondisclosure agreement and access to the confidential information: Resolution Required? Yes No Requested effective date: December 15, 2016 Estimated system annual revenue effect (%): N/A Estimated system average rate effect (%): N/A No. of tariff sheets: N/A When rates are affected by AL, include attachment in AL showing average rate effects on customer classes (residential, small commercial, large C/I, agricultural, lighting). Tariff schedules affected: N/A Service affected and changes proposed: N/A Pending advice letters that revise the same tariff sheets: N/A Protests, dispositions, and all other correspondence regarding this AL are due no later than 20 days after the date of this filing, unless otherwise authorized by the Commission, and shall be sent to: California Public Utilities Commission Pacific Gas and Electric Company Energy Division EDTariffUnit 505 Van Ness Ave., 4 th Flr. San Francisco, CA EDTariffUnit@cpuc.ca.gov Attn: Erik Jacobson Director, Regulatory Relations c/o Megan Lawson 77 Beale Street, Mail Code B10C P.O. Box San Francisco, CA PGETariffs@pge.com

9 Advice 4985-E December 20, 2016 Attachment 1 Supplement No.2

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19 Advice 4985-E December 20, 2016 Attachment 2 Supplement No.5

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23 PG&E Gas and Electric Advice Filing List General Order 96-B, Section IV AT&T Division of Ratepayer Advocates Office of Ratepayer Advocates Albion Power Company Don Pickett & Associates, Inc. OnGrid Solar Alcantar & Kahl LLP Douglass & Liddell Pacific Gas and Electric Company Anderson & Poole Downey & Brand Praxair Atlas ReFuel Ellison Schneider & Harris LLP Regulatory & Cogeneration Service, Inc. BART Evaluation + Strategy for Social SCD Energy Solutions Innovation Barkovich & Yap, Inc. G. A. Krause & Assoc. SCE Bartle Wells Associates GenOn Energy Inc. SDG&E and SoCalGas Braun Blaising McLaughlin & Smith, P.C. GenOn Energy, Inc. SPURR Braun Blaising McLaughlin, P.C. Goodin, MacBride, Squeri, Schlotz & San Francisco Water Power and Sewer Ritchie CENERGY POWER Green Charge Networks Seattle City Light CPUC Green Power Institute Sempra Energy (Socal Gas) California Cotton Ginners & Growers Assn Hanna & Morton Sempra Utilities California Energy Commission ICF SoCalGas California Public Utilities Commission International Power Technology Southern California Edison Company California State Association of Counties Intestate Gas Services, Inc. Southern California Gas Company (SoCalGas) Calpine Kelly Group Spark Energy Casner, Steve Ken Bohn Consulting Sun Light & Power Center for Biological Diversity Leviton Manufacturing Co., Inc. Sunshine Design City of Palo Alto Linde Tecogen, Inc. City of San Jose Los Angeles County Integrated Waste TerraVerde Renewable Partners Management Task Force Clean Power Los Angeles Dept of Water & Power TerraVerde Renewable Partners, LLC Clean Power Research MRW & Associates Tiger Natural Gas, Inc. Coast Economic Consulting Manatt Phelps Phillips TransCanada Commercial Energy Marin Energy Authority Troutman Sanders LLP Cool Earth Solar, Inc. McKenna Long & Aldridge LLP Utility Cost Management County of Tehama - Department of Public McKenzie & Associates Utility Power Solutions Works Crossborder Energy Modesto Irrigation District Utility Specialists Crown Road Energy, LLC Morgan Stanley Verizon Davis Wright Tremaine LLP NLine Energy, Inc. Water and Energy Consulting Day Carter Murphy NRG Solar Wellhead Electric Company Defense Energy Support Center Nexant, Inc. Western Manufactured Housing Communities Association (WMA) Dept of General Services ORA YEP Energy

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