PORT of OAKLAN D Executive Director FRANK KIANG BOARD of PORT COMMISSIONERS DAVID L

JOHN PROTOPAPPAS TAY YOSHITANI President PORT OF OAKLAND Executive Director PATRICIA A. SCATES BOARD OF PORT COMMISSIONERS DAVID L. ALEXANDER First Vice President 530 Water Street • Oakland, California 94607 Port Attorney KENNETH S. KATZOFF JOHN T. BETTERTON Second Vice President Telephone: (510) 627-1100 Secretary of the Board Facsimile: (510) 763.3562 DARLENE AYERS-JOHNSON TDD: (510) 763.5730 Commissioner ANTHONY A. BATARSE, JR. E-Mail: [email protected] Commissioner WEB: www.portofoakland.com FRANK KIANG Commissioner DAVID KRAMER MINUTES Commissioner

Regular Meeting of the Board of Port Commissioners Tuesday, January 20, 2004 - 3:00 PM

ROLL CALL

President Protopappas called the meeting to order at 3:08 p.m., and the following Commissioners were in attendance:

Commissioners Ayers-Johnson, Commissioner Batarse, Second Vice-President Katzoff, Commissioner Kramer, First Vice-President Scates and President Protopappas.

Commissioner Kiang was excused.

CLOSED SESSION

The Board entered into Closed Session at 3:10 p.m. to consider the following items:

1. Conference With Legal Counsel – Anticipated Litigation. Significant exposure to litigation pursuant to subdivision (b) of Section 54956.9: (1 Matter)

2. Conference with Legal Counsel – Existing Litigation. Pursuant to subdivision (a) of Section 54956.9. Names of Cases:

Socorro Salizar v. Port of Oakland, Workers Compensation Appeals Board Case No. OAK 0280204. REGULAR MEETING January 20, 2004

3. Conference With Real Property Negotiator. Government Code Section 54956.8.

Property: Oakland Army Base Negotiating Parties: Port of Oakland, Oakland Base Reuse Authority, Oakland Redevelopment Agency and City Council Agency Negotiator: Executive Director Tay Yoshitani Under Negotiation: Price and Terms of Payment

OPEN SESSION

President Protopappas reconvened the Board in Open Session at 4:11 p.m.

CLOSED SESSION REPORT

Port Attorney, David Alexander, reported that during Closed Session the Board had taken final action on the following:

Resolution 04002 Compromising And Settling Claims And Authorizing Execution Of Stipulated Settlement.

Resolution 04003 Approving And Authorizing Execution Of A Tolling Agreement With Phoenix Iron Works Concerning The Site At 720 Brush Street, Oakland, California.

A motion to approve resolutions 04002 and 04003 carried by the following votes: (6) Ayes: Commissioner Ayers-Johnson, Commissioner Batarse, Vice-President Katzoff, Commissioner Kramer, Vice-President Scates and President Protopappas. (1) Absent: Commissioner Kiang.

PRESIDENTS REPORT

President Protopappas reminded the public that the City/Port Liaison Committee would meet at 8:00 a.m. on Friday, January 23rd in the Board Room. He also announced the dedication of the Chappell Hayes Observation Tower at Middle Harbor Shoreline Park. The tower is being named in honor of the late Chappell Roland Hayes a respected community leader, environmentalist, educator and public servant.

EXECUTIVE DIRECTORS REPORT

Executive Director, Tay Yoshitani reported the following:

■ The Port has announced the kick-off of the Air Quality Demonstration Project for Diesel Trucks. A dozen on-road diesel trucks will be outfitted with new equipment and cleaner burning fuel.

■ The Aviation Facilities Maintenance Complex at the Oakland Airport is being renamed

-2- REGULAR MEETING January 20, 2004

in honor of the late Jerry Bizzle who was a Port employee for over 27 years. The honor was requested by the employees of the Aviation Committee, and was submitted for Public Review.

• The Port will co-sponsor the opening concert of the Oakland East Bay Symphony on Friday, January 23rd.

AIRPORT

Vice-President Katzoff reported that the January 18th meeting of the Aviation Committee had recommended for approval, by the full Board, Airport Items A-1 through A-5.

A motion to approve Items A-1 through A-5 was made by Vice-President Katzoff and seconded by Commissioner Ayers-Johnson.

A-1 An Ordinance Approving And Authorizing Execution Of A Modification/ Supplement No. 2 With The United States Of America For An Extension Of The Lease (Air Traffic Control Tower, North Airport).

A-2 Resolution 04004 Approving And Authorizing Execution Of A Certain License And Concession Agreement With Dal Global Services, Inc.

A-3 Re, LI 1.1 CI44JC15 Applovit Auii tot iLii E iiu Or A Cei Lail ' LIl: C I lJC /111U Concession Agreement With Pegasus Aviation, Inc.

A-4 Resolution 04006 In Support Of Regional Measure 2: Regional Traffic Relief Plan (Bridge Toll Increase).

Sanjiv Handa spoke on item A-4.

A-5 Resolution 04007 Approving Consent To Assignment Of Rights From Leigh Fisher Associates To Jacobs Consultants, Inc., Doing Business As Leigh Fisher Associates For Certain Existing Consultant Agreements.

The motion to approve item A-5 carried by the following votes: (6) Ayes: Commissioner Ayers-Johnson, Commissioner Batarse, Vice-President Katzoff, Commissioner Kramer, Vice-President Scates and President Protopappas. (1) Absent: Commissioner Kiang. Item A-6 was pulled on the reccomendation of staff.

Expansion Project. (Resolution)

-3- REGULAR MEETING January 20, 2004

COMMERCIAL REAL ESTATE

Vice-President Scates reported that the January 7 th meeting of the Commercial Real Estate Committee had recommended for approval, by the full Board, Commercial Real Estate Items C-1 through C-3.

A motion to approve Items C-/ through C-3 was made by Vice-President Scates and seconded by Commissioner Batarse.

C-1 Resolution 04008 Approving And Authorizing Execution Of A First Amendment To The Exclusive Negotiating Agreement With Arrowhead Marsh Partners LLC.

An Ordinance Making Certain Findings And Determinations In Support Of, And Authorizing Execution Of A Purchase And Sale Agreement With Arrowhead Marsh Partners LLC, For The Port Of Oaklands Sale Of An Approximately 34-Acre Site Of Land Located At Swan Way And Pardee Drive.

Members of the Public, John Greer and Sanjiv Handa spoke on Item C-1.

The motion to approve item C-/ carried by the following votes: (6) Ayes: Commissioner Ayers-Johnson, Commissioner Batarse, Vice-President Katzoff, Commissioner Kramer, Vice-President Scates and President Protopappas. (1) Absent: Commissioner Kiang.

C-2 Resolution 04009 Approving Addendum To Final EIR; Re-Certifying Final EIR, Approving Revised CEQA Findings, Adopting Statement Of Overriding Considerations And Mitigation Monitoring And Reporting Program And Approving Modifications To The Metroport Project.

Sanjiv Handa spoke on Item C-2.

The motion to approve Item C-2 carried by the following votes: (6) Ayes: Commissioner Ayers-Johnson, Commissioner Batarse, Vice-President Katzoff, Vice-President Scates and President Protopappas. (1) No: Commissioner Kramer, (1) Absent: Commissioner Kiang.

C-3 An Ordinance Approving And Authorizing The Execution Of A License And Concession Agreement With Oyster Reef Seafood Restaurant And Bar, LLC.

The motion to approve item C-3 carried by the following votes: (6) Ayes: Commissioner Ayers-Johnson, Commissioner Batarse, Vice-President Katzoff, Commissioner Kramer, Vice-President Scates and President Protopappas. (1) Absent: Commissioner Kiang. REGULAR MEETING January 20, 2004

MARITIME

Commissioner Kramer reported that the January 20th meeting of the Maritime Committee had recommended for approval, by the full Board Maritime Item M-1.

A motion to approve Item M-1 was made by Commissioner Kramer and seconded by Commissioner Batarse.

M-1 Resolution 04010 Approving And Authorizing Execution Of A First Amendment Agreement To Management Agreement With East Bay Regional Park District ("Park District") For The Port Of Oakland Middle Harbor Shoreline Park, To Provide For Law Enforcement At Port View Park.

The motion to approve Item M-1 was carried by the following votes: (6) Ayes: Commissioner Ayers-Johnson, Commissioner Batarse, Vice-President Katzoff, Commissioner Kramer, Vice-President Scates and President Protopappas. (1) Absent: Commissioner Kiang.

OPERATIONS

A motion to approve Item 0-1 was made by Commissioner Ayers-Johnson and seconded b y Commissioner Kramer.

0-1 Resolution 04001 Approving The Dedication Of The New Aviation Facilities Maintenance Complex In The Name And Memory Of Former Port Maintenance Foreman, "Jerry" Bizzle.

The motion to approve Item 0-1 was approved by the following votes: (6) Ayes: Commissioner Ayers-Johnson, Commissioner Batarse, Vice-President Katzoff, Commissioner Kramer, Vice-President Scates and President Protopappas. (1) Absent: Commissioner Kiang.

APPROVAL OF THE MINUTES

A motion to approve the Minutes of December 16, 2003 was made by Commissioner Kramer and seconded by Commissioner Ayers-Johnson.

The Motion carried by consensus. REGULAR MEETING January 20, 2004

SUMMARY ITEMS

A motion to approve Summary Items S-1 through S-4 was made by Commissioner Ayers-Johnson and seconded by Commissioner Kramer.

S-1 Resolution 004011 Approving Building Permit Requested By Enterprise Rent A Car Company Of San Francisco.

S-2 Resolution 04012 Approving Building Permit Requested By Avis Rent A Car System, Inc.

S-3 Resolution 04013 Approving Building Permit Requested By Avis Rent A Car System, Inc.

S-4 Resolution 04014 Approving Building Permit Requested By Federal Express Corporation.

The motion to approve the items S-1 through S-4 carried by the following votes: (6) Ayes: Commissioner Ayers-Johnson, Commissioner Batarse, Vice-President Katzoff, Commissioner Kramer, Vice-President Scates and President Protopappas. (1) Absent: Commissioner Kiang.

OPEN FORUM

Sanjiv Handa spoke in Open Forum.

ADJOURNMENT

There being no further business the Board adjourned at 4:48 p.m.

John Betterton, Secretary Boar of Port Commissioners PATRICIA A. SCATES JERRY BRIDGES President PORT OF OAKLAN D Executive Director FRANK KIANG BOARD OF PORT COMMISSIONERS DAVID L. ALEXANDER First Vice President 530 Water Street • Oakland, California 94607 Port Attorney ANTHONY A. BATARSE, JR. JOHN T. BETTERTON Second Vice President Telephone: (510) 627-1100 Secretary of the Board DARLENE AYERS-JOHNSON Facsimile: (510) 763.3562 TDD: (510) 763.5730 Commissioner KENNETH KATZOFF E-Mail: boardftortoakland.com Commissioner WEB: www.portofoakland.com DAVID KRAMER Commissioner JOHN PROTOPAPPAS MINUTES Commissioner

Regular Meeting of the Board of Port Commissioners Tuesday, February 1, 200$- 3:00 p.m.

ROLL CALL

President Scates called the meeting to order at 3:10 p.m., and the following Commissioners were in attendance:

Commissioner Ayers-Johnson, Second Vice-President Batarse, Commissioner Katzoff, First Vice-President Kiang, Commissioner Kramer, Commissioner Protopappas, and President Scates.

CLOSED SESSION

President Scates convened the Board in Closed Session at 3:12 p.m. to consider the following items:

1. CONFERENCE WITH LEGAL COUNSEL – EXISTING LITIGATION. Pursuant to subdivision (a) of Section 54956.9. Names of cases:

City of Oakland v. Harding ESE, Inc., et al., District Court, N.D. Case No. CV-03-03534

2. CONFERENCE WITH REAL PROPERTY NEGOTIATOR. Government Code Section 54956.8.

Property: Oakland Army Base Negotiating Parties: Port of Oakland, Oakland Base Reuse Authority, Oakland Redevelopment Agency, and City Council Agency Negotiator: Executive Director, Jerry A. Bridges Under Negotiation: Price and Terms of Payment Minutes of the Regular Meeting February 1, 200,,

Property: Jack London Square Project Negotiating Parties: Port of Oakland, Jack London Square Partners, CEP-JLS1, CEP-JLS2 Agency Negotiator: CRE Director, Omar Benjamin Under Negotiation: Price and Terms of Payment

Item 3 was not discussed in Closed Session on the recommendation of Staff.

3. PULLED - CONFERENCE WITH LABOR NEGOTIATOR AS PROVIDED UNDER GOVERNMENT CODE SECTION 54957.6:

OPEN SESSION

President Scates reconvened the Board into Open Session at 4:22 pm.

FIRST CLOSED SESSION REPORT

The Port Secretary reported that the Board had unanimously approved the following Resolution

Resolution 05023, Authorizing And Approving Increased Expenditure Authority Of Special Counsel and Necessary Experts (see Item 1 from Closed Session)

AIRPORT

Commissioner Katzoff gave an account of the January 24, 2005 Aviation Committee meeting. He reported that the Committee had recommended for consideration by the full Board Items A-1 through A-6.

A motion to approve Items A-1 through A-4 and Item A-6 was made by Commissioner Katzoff and seconded by Commissioner Ayers-Johnson.

Sanjiv Handa addressed the Board on Item A-1

A-1 Amendment of Port Ordinance To Revise Airport Parking Lot Rates.

Sanjiv Handa addressed the Board on Item A-2

A-2 Resolution 05024, Agreement For Airport Security Inside The Terminals At Metropolitan Oakland International Airport With The City Of Oakland (Annual Budget Of $5.1 Million).

A-3 Resolution 05025, Approval Of License And Concession Agreements With Fox Rent-A- Car, Inc. (Vicinity Of Port Building L-810 And Earhart Road, North Airport.) Minutes of the Regular Meeting February 1, 200,04

A-4 First Reading Of An Ordinance Approving A Conduit Use Agreement With Time Warner Telecom Of California, L.P., With An Initial Monthly Rent Of $1,387.78 At The South Field Of Oakland International Airport.

A-6 First Reading Of An Ordinance Approving 2005 Airline Landing Fees And Tenant Terminal Space Rentals.

The motion to approve Items A-1 through A-4 and A-6 passed by the following votes: (7) Ayes: Commissioner Ayers-Johnson, Vice-President Batarse, Commissioner Katzoff, Vice-President Kiang, Commissioner Kramer, Commissioner Protopappas and President Scates.

A motion to approve Item A-5 as modified was made by Commissioner Katzoff and seconded by Commissioner Ayers-Johnson.

The following members of the public addressed the board on Item A-5: Chuck Mack, Russell Spector, Frank Feridon and Chris.

A-5 Resolution 05026, Authorizing an expedited request for proposals to select a limousine operator for the Oakland Metropolitan International Airport.

one motion to approve Item A-0 passea ay the touowing votes: (b) Ayes: Commissioner Ayers-Johnson, Vice-President Batarse, Commissioner Katzoff, Commissioner Kramer, Commissioner Protopappas and President Scates. (1) No: Vice-President Kiang.

COMMERCIAL REAL ESTATE

Commissioner Protopappas gave an account of the January 19, 2005 Commercial Real Estate Committee meeting.

Item C-1 was pulled on the recommendation of staff.

C-1 PULLED: Approval Of Amendments To The Agreement For Acquisition Of Ground Lease Interests, Approval Of Amendments To Existing Ground Leases, Approval Of Amendments To The Operating Agreement, Approval Of Ground Leases And Approval Of Purchase And Sale Agreements, For Various Properties In Jack London Square, And Adoption Of Related CEQA Findings And A Statement Of Overriding Considerations. (Resolution) (Ordinance) Minutes of the Regular Meeting February 1, nog,/

MARITIME

Commissioner Kramer gave an account of the January 31, 2005 Maritime Committee meeting. He reported that the Committee had recommended for consideration by the full Board Items M-1 through M-4.

A motion to approve Items M-1 through M-4 was made by Commissioner Kramer and seconded by Vice President Batarse.

M-1 Resolution 05027, Authorization To Dispense With Standard Bidding Procedures For The Procurement Of Electrical Equipment For APL Yard And Gate Redevelopment, Middle Harbor, In The Estimated Amount Of $3,000,000.

M-2 Resolution 05028, Authorization To Dispense With Standard Bidding Procedures For Deepening Of The Outer Harbor Berths As Necessary To Support The -50 Foot Deepening Project.

M-3 Resolution 05029, Approval Of First Supplemental Agreement With Ralph D. Gin, Consulting Engineer, For Professional Services To Complete The Fiscal Closeout Of The -42 Foot Dredging Project, Assist With Lands, Easements, Rights-Of-Way, And Relocations, And Preliminary Audits On The -50 Foot Dredging Project, For An Amount Not To Exceed $86,250.

M-4 Resolution 05030, Authorization To Temporarily Relocate Marine Express, Inc. To 9th Avenue Terminal, Berth 83, During Construction Of Phase 1B Of The Inner Harbor Turning Basin Component Of The -50 Ft. Deepening Project Under A No Cost Temporary Wharf Assignment.

The motion to approve Items M-1 through M-4 passed by the following votes: (7) Ayes: Commissioner Ayers-Johnson, Vice-President Batarse, Commissioner Katzoff, Vice-President Kiang, Commissioner Kramer, Commissioner Protopappas and President Scates.

OPERATIONS

ADMINISTRATION

Commissioner Ayers-Johnson gave an account of the January 25, 2005 Administration Committee meeting. She reported that the Committee had recommended for consideration by the full Board Items 0- 1, 0-3, 0-4 and 0-7

Sanjiv Handa spoke on the Administration Committee Report. Minutes of the Regular Meeting February 1, 200gti

0-1 Resolutions 05031, 05032, 05033, Authorization To Prepare And Execute Agreements With Consultants For On-Call Architectural/Engineering, Mechanical And Telecommunication Engineering Design Services For Projects At The Port Of Oakland, Each At An Estimated Amount Of $39,000, $152,000, And $116,000 Respectively. (Resolution)

Item 0-2 was pulled on the recommendation of staff.

0-2 PULLED: Title Change For One Allocated Position From Port Technical Support Analyst II To One Port Technical Support Specialist II In The MIS Department. (Ordinance)

0-3 First Reading Of An Ordinance Approving Addition Of One Position To Executive Assistant And Deletion Of One Position Of Port Assistant Management Analyst In The Port Communications Division. (Net Annual Savings Of $2,700).

0-4 First Reading Of An Ordinance Approving Amendment Of Salary Schedule For Government Affairs Specialist Classification From Existing Salary Schedule 530.3 To Existing Salary Schedule 515.1 (Net Annual Savings Of $6,168).

Items 0-5 and 0-6 were pulled on the recommendation of staff.

0-5 PULLED: Authorization To Enter Into Agreement With High Line Corporation For Upgrading/Replacing The Current HP 3000 Based Human Resource Informa-tion/Payroll System. (Resolution)

0-6 PULLED: Approval To Enter Into An As-Needed Communications Consultant Services Agreement With Solem Associates In An Amount Not To Exceed $40,000. (Resolution)

0-7 Resolution 05034, Approval For Executive Director To Enter Into Negotiations For The Establishment Of Outdoor Advertising Opportunities In The Port Area. (Resolution)

The motion to approve Items 0-1, 0-3,0-4 0-7 passed by the following votes: (7) Ayes: Commissioner Ayers-Johnson, Vice-President Batarse, Commissioner Katzoff, Vice-President Kiang, Commissioner Kramer, Commissioner Protopappas and President Scates.

AUDIT, BUDGET FINANCE

Vice President Kiang gave an account of the January 27, 2005 Audit, Budget Finance Committee Meeting. He reported that the Committee had recommended for consideration by the full Board Items 0-8 and 0-9. Minutes of the Regular Meeting February 1, 200";

0-8 Resolution 05035 05036, Approval To 1) Dispense With Standard Bidding Procedures And Procure Bids For Various Supplies And Services Using Informal Competitive Process, And 2) Increase The Purchase Order Contract Amounts For Existing Suppliers – Alameda Electrical Distributors, Inc.; Platt Electric And San Leandro Electric Supply – From $50,000 Each To $100,000 Each. (Resolution)

0-9 Resolution 05037,Approval Of First Supplemental Agreement With Macias, Girii And Company, LLP, For Professional Auditing And Accounting Services For The Port Of Oakland. (Resolution)

The motion to approve Items 0-8 and 0-9 passed by the following votes: (7) Ayes: Commissioner Ayers-Johnson, Vice-President Batarse, Commissioner Katzoff, Vice-President Kiang, Commissioner Kramer, Commissioner Protopappas and President Scates.

APPROVAL OF THE MINUTES

On a motion by Commissioner Kramer, seconded by Commissioner Katzoff, the Board unanimously approved the Minutes of the Regular Meeting of January 18, 2005.

SUMMARY ITEMS

On a motion by Commissioner Katzoff, seconded by Commissioner Kramer, the Board unanimously approved Summary Items S-1 through S-3.

S-1 Resolution 05038, FedEx Corporation. PowerLight Corporation: #1 Sally Ride Way, Ramp at Buildings M132 and M141: PowerLight Corporation contractor for FedEx proposes to install approximately 81,000 square feet of photovoltaic (solar panels) roof tiles assemblies over the existing flat roof tops of the three FedEx leased buildings. This project includes related electrical work and will interconnect to the Ports power system. This project has been determined to be exempt from the requirements of the California Environmental Quality Act pursuant to Class 1, Section 15301, and Class 11, Section 15311. Valuation of work: $277,400.

S-2 Resolution 05039, Corinthian Colleges, Inc. CPS Signs, Inc., 9636 Earhart Road, Building L118: Remove two existing 2X12 illuminated signs and replace with two new 2X12 non-illuminated signs. The proposed wall signs will be mounted on the front (street side) and rear (ramp side) of the building and will read "WyoTech", the tenants dba. The signs proposed meet the North Airport Sign Policy. This project has been determined to be exempt from the requirements of the California Environmental Quality Act pursuant to Class 11, Section 15311(a). Valuation of work: $1,500. Minutes of the Regular Meeting February 1, 200$2/-

S -3 jetBlue Airways, Inc. John N. Bratichak (Architects); #1 Airport Drive, Terminal 1 (M101): Remodeling of office space for jetBlue in the baggage claim area of Terminal 1. Work to include cabinet work, additional lighting, and electrical work. Project includes related finish, telephone and data cabling work. This project has been determined to be exempt from the requirements of the California Environmental Quality Act pursuant to Class 1, Section 15301. Valuation of work: $10,000.

OPEN FORUM

Sanjiv Handa addressed the Board in Open Forum.

ADJOURNMENT

There being no additional business the Board adjourned at 5:34 p.m.

1 Betterton, Secretary rd of Port Commissioners

JOHN PROTOPAPPAS TAY YOSHITANI President PORT OF OAKLAND Executive Director PATRICIA A. SCATES BOARD OF PORT COMMISSIONERS DAVID L. ALEXANDER First Vice President 530 Water Street • Oakland, California 94607 Port Attorney KENNETH S. KATZOFF JOHN T. BETTERTON Second Vice President Telephone: (510) 627-1100 Secretary of the Board DARLENE AYERS-JOHNSON Facsimile: (510) 763.3562 TDD: (510) 763.5730 Commissioner ANTHONY A. BATARSE, JR. E-Mail: [email protected] Commissioner WEB: www.portofoakland.com FRANK KIANG Commissioner DAVID KRAMER MINUTES Commissioner

Regular Meeting of the Board of Port Commissioners Tuesday, February 3, 2004 - 3:00 PM

ROLL CALL

President Protopappas called the meeting to order at 3:04 p.m., and the following Commissioners were in attendance:

Commissioners Ayers-Johnson, Commissioner Batarse, Second Vice-President Katzoff, Commissioner Kramer, First Vice-President Scates and President Protopappas.

Commissioner Kiang was excused.

CLOSED SESSION

The Board entered into Closed Session at 3:05 p.m. to consider the following items:

1. Conference With Legal Counsel – Anticipated Litigation. Significant exposure to litigation pursuant to subdivision (b) of Section 54956.9: (1 Matter)

2. Conference with Legal Counsel – Existing Litigation. Pursuant to subdivision (a) of Section 54956.9. Names of Cases:

A e •• • PULLED . - C • U.S. District Court, Northern District of California, No. CO2 1307

PULLED Sacramento County Court Case No. 02CS00391 REGULAR MEETING February 3, 2004

J.W. Silveira, et al v. Port of Oakland, et al, Alameda County Superior Court Case No. RG03130514

3. Conference With Real Property Negotiator. Government Code Section 54956.8.

Property: 1601 Maritime Street, Oakland, California Negotiating Parties: Port of Oakland and Clear Channel Outdoor, Inc. Agency Negotiator: Director of Maritime, Jerry Bridges Under Negotiation: Price and Terms of Payment

Property: Site of Existing Billboard South of Bay Bridge Toll Booth, Oakland, California Negotiating Parties: Port of Oakland and Clear Channel Outdoor, Inc. Agency Negotiator: Executive Director Tay Yoshitani Under Negotiation: Price and Terms of Payment

OPEN SESSION

President Protopappas reconvened the Board in Open Session at 4:00 p.m.

CLOSED SESSION REPORT

Port Attorney David Alexander reported that a second Closed Session would be necessary to complete the Agenda.

The Secretary of the Board reported that during Closed Session the Board had taken final action on the following:

Resolution 04015 Approving Appointment Of Special Counsel.

A motion to approve resolution 04015 carried by the following votes: (6) Ayes: Commissioner Ayers-Johnson, Commissioner Batarse, Vice-President Katzoff, Commissioner Kramer, Vice-President Scates and President Protopappas. (1) Absent: Commissioner Kiang. REGULAR MEETING February 3, 2004

PRESIDENTS REPORT

President Protopappas announced the publication of the Port of Oakland educational curriculum guide: Our Link to the World. This program was developed in partnership with ANG Newspapers Educational Services as part of the Ports Community Relations initiatives. The 35-page teachers guide explains the importance of world trade in our everyday lives and is designed to teach students about all aspects of the Port, its operations and international commerce while at the same time encouraging students to read the newspaper and do research.

EXECUTIVE DIRECTORS REPORT

Executive Director Tay Yoshitani reported the following:

■ The Port of Oakland was a sponsor of the Vietnamese TET Festival that took place on Sunday, February 1, at Clinton Park in Oakland. The event was well attended by the community in spite of the cold and rainy weather. • On Saturday, January 24 at 11:00 a.m., the Port of Oakland along with Oakland City Councilmember Nancy Nadel dedicated the newly constructed observation tower at the Ports Middle Harbor Shoreline Park. The tower was named in honor of Councilmember Nadels late husband, Chappell Hayes.

OPEN FORUM

The following individuals spoke in Open Forum: Larry Hendel, Josie Mooney, Judy Goff, George W. Alston, Jr., Don Silva, Joetta Spanjol, Sanjiv Handa and Prelmer Newman.

AIRPORT

Items A-1 and A-2 where pulled on recommendation of the staff.

A-1 PULLED: Price For Construction Of The Terminal 2 Expansion Project, Oakland Terminal Expansion Program (TEx). (Resolution)

The following individuals spoke on Item A-1: Gregory Hodge, Geoffrey Pete, Rev. J. Alfred Smith, Andrea Lowe, James Ingram, Charlie Walker, Frank Tucker, Michael Hudson, Don Davis,

A-2 PULLED: Approval Of A First Supplemental Agreement With Airport Aviation

Terminal Expansion Program (TEx) For The Construction Phase Of The Terminal 2 Expansion Project. (Resolution) REGULAR MEETING February 3, 2004

COMMERCIAL REAL ESTATE

Item C-1 was pulled on the recommendation of the staff.

C-1 PULLED:

Amended) To Allow Fce Parking In An Ar Nciar Pardee Drive And Swan Way. (Ordinance)

MARITIME

Commissioner Kramer reported that the January 22 nd meeting of the Maritime Committee had recommended for approval, by the full Board Maritime Items M-1 through M-3.

A motion to approve Items M-1 through M-3 was made by Commissioner Kramer and seconded by Commissioner Batarse.

M-1 Resolution 04016 Adopting General Program Guidelines For The Truck Program ("Truck Program"), Establishing A Port Executive Committee For The Truck Program And Authorizing The Executive Director Or Designee To Approve Reimbursements To Various Truck Program Contract Parties.

Resolution 04017 Finding And Determining That Proposed Contracts, With Respect To Implementation Of The Vision 2000 Air Quality Mitigation Program General Program Guidelines For The Truck Program ("Truck Program"), For Technical Assistance, Administration, And Outreach Constitutes Professional, Technical And Specialized Services That Are Temporary In Nature, And Finding And Determining That It Is In The Best Interest Of The Port To Enter Into Contracts With Truck Dealerships, Salvage Yards, Other Vendors And Service Providers And Truck Owners Without Competitive Bidding, Waiving Competitive Bidding And Authorizing Execution Of All Such Contracts.

M-2 Resolution 04018 Finding And Determining That A Proposed Agreement With Strategic Solutions Partners For Consulting Services Constitutes Professional, Technical And Specialized Services That Are Temporary In Nature, Waiving Competitive Bidding And Authorizing Execution Of Agreement.

M-3 Resolution 04019 Finding And Determining That A Proposed Agreement With Han- Padron For Consulting Services Constitutes Professional, Technical And Specialized Services That Are Temporary In Nature, Waiving Competitive Bidding.

Resolution 04020 Approving Building Permit Requested By U.S. Customs And Border Protection. REGULAR MEETING February 3, 2004

Resolution 04021 Authorizing The Executive Director To Execute Agreements With Battelle Memorial Institute To Reimburse The Port For Costs Incurred To Facilitate Improvements In Maritime Terminal Security, Waiving Standard Bidding Procedures For Completion Of Necessary Improvements To Facilitate Installation Of Radiation Portal Monitors.

An Ordinance Amending Port Ordinance No. 2833 Relating To Security Of Maritime Facilities.

An Ordinance Approving And Authorizing The Execution Of An Amendment To Non- Exclusive Preferential Assignment Agreement With Trans Pacific Container Service Corporation To Add To The Agreement Premises Additional Area Necessary For The Radiation Portal Monitors ("RPM") Program Being Implemented By The United States Customs And Border Protection ("US Customs").

Resolution 04022 Approving And Authorizing Execution Of An Amendment To Non- Exclusive Preferential Assignment Agreement With SSA Terminals, LLC ("SSAT") (Berths 57-59).

The motion to approve Items M-1 through M-3 carried by the following votes: (6) Ayes: Commissioner Ayers-Johnson, Commissioner Batarse, Vice-President Katzoff, Commissioner Kramer, Vice-President Scates and President Protopappas. (1) Absent: Commissioner Kiang.

A motion to approve Item M-4 was made by Commissioner Kramer and seconded by Commissioner Batarse.

M-4 Resolution 04023 Authorizing The Director Of Maritime To Give Written Notice To Clear Channel Outdoor, Inc. ("Clear Channel") Terminating Clear Channels Multi-Year License And Concession Agreement (Tri-Vision Structure Billboard Adjacent To The Bay Bridge Toll Plaza).

Resolution 04024 Authorizing The Director Of Maritime To Give Written Notice To Clear Channel Outdoor, Inc. ("Clear Channel") That Certain Holding Over Of Maritime Street Lease Premises Shall Be Subject To A Rental Increase, And To Give Written Notice Of Termination Of Such Hold Over If It Is Determined That Such Termination Is In The Ports Best Interests.

The motion to approve Item M-4 carried by the following votes: (6) Ayes: Commissioner Ayers-Johnson, Commissioner Batarse, Vice-President Katzoff, Commissioner Kramer, Vice-President Scates and President Protopappas. (1) Absent: Commissioner Kiang. REGULAR MEETING February 3, 2004

OPERATIONS

Commissioner Ayers-Johnson reported that the January 27th meeting of the Administrative Committee had recommended for approval, by the full Board, Operation Items 0-1 through 0-4.

A motion to approve Items 0-1 through 0-4 was made by Commissioner Ayers- Johnson and seconded by Commissioner Kramer.

0-1 An Ordinance Amending Port Ordinance No. 867, Amending Certain Salary Schedules, Position Titles And Creating Certain New Positions.

Al Loera spoke on Item 0-1.

0-2 Resolution 04025 Finding And Determining That A Proposed Second Supplemental Agreement With Nossaman, Guthner, Knox Elliott, LLP For Consulting Services Constitutes Professional, Technical And Specialized Services That Are Temporary In Nature, Waiving Competitive Bidding And Authorizing Execution Of Said Supplemental Agreement.

0-3 Resolution 04026 Finding And Determining That A Proposed First Supplemental Agreement With Katz, Kutter, Alderman, And Bryant, P.A. For Consulting Services Constitutes Professional, Technical And Specialized Services That Are Temporary In Nature, Waiving Competitive Bidding And Authorizing Execution Of Said Supplemental Agreement.

Sanjiv Handa spoke on Item 0-3

0-4 Resolution 04027 Finding And Determining That A Proposed First Supplemental Agreement With Geolabs, Inc. For Consulting Services Constitutes Professional, Technical And Specialized Services That Are Temporary In Nature, Waiving Competitive Bidding And Authorizing Execution Of Said Supplemental Agreement.

Sanjiv Handa spoke on Item 0-3

The motion to approve Items 0-1 through 0-4 carried by the following votes: (6) Ayes: Commissioner Ayers-Johnson, Commissioner Batarse, Vice-President Katzoff, Commissioner Kramer, Vice-President Scates and President Protopappas. (1) Absent: Commissioner Kiang.

Vice-President Scates reported on the January 29 th meeting of the Audit, Budget Finance Committee. REGULAR MEETING February 3, 2004

Vice-President Katzoff reported on the January 23 rd meeting of the City/Port Liaison Committee.

APPROVAL OF THE MINUTES

By consensus the Board approved the Minutes of January 20, 2004.

SUMMARY ITEMS

A motion to approve Summary Items S-1 and S-3 was made by Commissioner Kramer and seconded by Commissioner Ayers-Johnson.

S-1 Port Ordinance No. 3781 Being, "Approving And Authorizing Execution Of A Modification/Supplement No. 2 With The United States Of America For An Extension Of The Lease (Air Traffic Control Tower, North Airport)."

S-3 Port Ordinance No. 3783 Being, "Approving And Authorizing The Execution Of A License And Concession Agreement With Oyster Reef Seafood Restaurant And Bar, LLC."

The motion to approve items S-1 and S-3 carried by the following votes: (6) Ayes: Commissioner Ayers-Johnson, Commissioner Batarse, Vice-President Katzott, commissioner Kramer, Vice-President Scates and President Protopappas. (1) Absent: Commissioner Kiang.

A motion to approve Summary Item S-2 was made by Commissioner Kramer and seconded by Commissioner Ayers-Johnson.

S-2 Port Ordinance No. 3782 Being, "Making Certain Findings And Determinations In Support Of, And Authorizing Execution Of A Purchase And Sale Agreement With Arrowhead Marsh Partners LLC, For The Port Of Oaklands Sale Of An Approximately 34-Acre Site Of Land Located At Swan Way And Pardee Drive."

Curtis Smothers and Paul Cobb spoke on item S-2.

The motion to approve the item S-2 carried by the following votes: (6) Ayes: Commissioner Ayers-Johnson, Commissioner Batarse, Vice-President Katzoff, Commissioner Kramer, Vice-President Scates and President Protopappas. (1) Absent: Commissioner Kiang.

SECOND CLOSED SESSION

The Board re-entered into Closed Session at 5:49. REGULAR MEETING February 3, 2004

SECOND CLOSED SESSION REPORT

The Secretary of the Board reported that no final actions were taken during the Second Closed Session.

ADJOURNMENT

There being no further business the Board adjourned at 6:50 p.m.

John Betterton, Secretary Board of Port Commissioners

Regular Meeting of the Board of Port Commissioners Tuesday, February 17, 2004 - 3:00 PM

ROLL CALL

First Vice-President Scates called the meeting to order at 3:00 p.m., and the following Commissioners were in attendance:

Commissioners Ayers-Johnson, Commissioner Batarse, Second Vice-President Katzoff, Commissioner Kiang, Commissioner Kramer and First Vice-President Scates

President Protopappas was excused.

CLOSED SESSION

The Board entered into Closed Session at 3:01 p.m. to consider the following items:

1. Conference With Legal Counsel – Anticipated Litigation. Significant exposure to litigation pursuant to subdivision (b) of Section 54956.9: (2 Matters)

2. Conference with Legal Counsel – Existing Litigation. Pursuant to subdivision (a) of Section 54956.9. Names of Cases:

PULLED U.S. District Court, Northern Distri

Port. of Oakland, et al. v. Shippers Imperial, Inc., Superior Court Case No. 2002061465 REGULAR MEETING February 17, 2004

3. Conference With Real Property Negotiator. Government Code Section 54956.8.

4. PULLED Public Employee Disciplinc/Dismi-sallRcl asc.

5. Conference with Labor Negotiators.

Agency Negotiator: Joseph Echelberry Employee Organization: AFL-CIO Local 790

OPEN SESSION

Second Vice-President Scates reconvened the Board in Open Session at 4:03 p.m.

CLOSED SESSION REPORT

Port Attorney David Alexander reported that no final actions had been taken in Closed Session, but that a second Closed Session would be necessary to complete the Agenda.

The Secretary of the Board reported that during Closed Session the Board had taken final action on the following:

PRESIDENTS REPORT

Vice-President Scates announced that on Friday, February 27, 2004, the Asian Employees Association (AEA) at the Port of Oakland would be holding their 13th annual Lunar New Year dinner at the Oakland Asian Cultural Center. The event is an annual fundraiser, with the proceeds going to the AEA scholarship fund.

-2- REGULAR MEETING February 17, 2004

EXECUTIVE DIRECTORS REPORT

Executive Director Tay Yoshitani reported the Port would be holding a number of events to commemorate Black History Month

AIRPORT

Commissioner Kiang reported that the January 15th meeting of the Aviation Committee had recommended for approval, by the full Board Aviation Items A-1 and A-2.

A motion to approve Items A-2 was made by Commissioner Kiang and seconded by Commissioner Ayers-Johnson.

A-2 Resolution 04031 Approving Plans And Specifications For Reconstruction Of Taxiway D And Apron Improvements Adjacent To Building L-812, North Field, Oakland Inter- national Airport, Oakland, California, A.I.P. 3-06-0170-24, A.I.P. 3-06-0170-29, And Calling For Bids Thereof.

The motion to approve Item A-2 carried by the following votes: (6) Ayes: Commissioner Ayers-Johnson, Commissioner Batarse, Vice-President Katzoff, Commissioner Kiang, Commissioner Kramer and Vice-President Scates. (I) Excused: President Protopappas.

A motion to approve Item A-1 was made by Commissioner Kiang and seconded by Commissioner Ayers-Johnson.

A-1 Resolution 04030 Authorizing The Executive Director To Execute An Agreement Establishing The Guaranteed Maximum Price For Construction Of The Terminal 2 Expansion At The Oakland International Airport.

Port Staff Frank Lobedan, Bernida Regan and Turner V.P. Hilton Smith gave brief presentations on Item A-1

The following individuals spoke on Item A-1: Gregory Hodge, Willie Posey, Geoffrey Pete, Pastor Kevin Barnes, Gary Furguson, Darrel Carey, Eddie Dillard, Tim Thomas, Charlie Walker, Cesar Smith, Theresa Garcia, Curtis Smothers, Sanjiv Handa, Klara Komorous-Towey, Alan Kawasaki, Henry Fillmore and James Kennedy

The motion to approve Item A-1 carried by the following voice votes: (6) Ayes: Commissioner Ayers-Johnson, Commissioner Batarse, Vice-President Katzoff, Commissioner Kiang, Commissioner Kramer and Vice-President Scates. (1) Excused: President Protopappas. REGULAR MEETING February 17, 2004

COMMERCIAL REAL ESTATE

Vice-President Katzoff reported that the February 4th meeting of the Commercial Real Estate Committee had recommended for approval, by the full Board Aviation Item C-1.

A motion to approve Item C-1 was made by Vice-President Katzoff and seconded by Commissioner Kramer.

C-1 Resolution 04032 Approving And Authorizing A Program Supplement Agreement To Designate The City Of Alameda As Lead Agency For The Refurbishment Of The Alameda/Oakland Ferry Service Vessel, The MV Encinal.

The motion to approve Item C-1 carried by the following votes: (6) Ayes: Commissioner Ayers-Johnson, Commissioner Batarse, Vice-President Katzoff, Commissioner Kiang, Commissioner Kramer and Vice-President Scates. (1) Excused: President Protopappas.

MARITIME

Commissioner Kramer reported that the January 22nd meeting of the Maritime Committee had recommended for approval, by the full Board Maritime Items M-1 through M-3.

A motion to approve Items M-1 was made by Commissioner Kramer and seconded by Commissioner Batarse.

M-1 Resolution 04033 Certifying Consideration Of Initial Study And Negative Declaration For The Port Of Oakland Howard Terminal Improvements Project, Finding No Substantial Evidence Of Significant Effect On The Environment, Approving The Negative Declaration, Approving And Authorizing Execution Of An Agreement With SSA Terminals LLC ("SSAT") For The Combined Berths 57-59 Terminal And Howard Terminal ("The Combined Facility"), Finding And Determining That It Is In The Best Interest Of The Port To Contract For Improvements To Howard Terminal Without Competitive Bidding And Authorizing Execution Of Contracts For Such Work Based On Receipt Of Informal Proposals.

An Ordinance Approving And Authorizing The Execution Of A Third Amended And Restated Nonexclusive Preferential Assignment Agreement With SSA Terminals, LLC ("SSAT") For The Combined Berths 57-59 Terminal And Howard Terminal.

Sanjiv Handa spoke on Item M-1. REGULAR MEETING February 17, 2004

The motion to approve Item M-1 carried by the following votes: (6) Ayes: Commissioner Ayers-Johnson, Commissioner Batarse, Vice-President Katzoff, Commissioner Kiang, Commissioner Kramer and Vice-President Scates. (1) Excused: President Protopappas.

A motion to approve Items M-2 and M-3 was made by Commissioner Kramer and seconded by Commissioner Ayers-Johnson.

M-2 Resolution 04034 Authorizing Acceptance Of U.S. Department Of Homeland Security, Transportation Security Administration Grant Awards And Authorizing Execution Of Grant Agreements Based On The Grant Awards.

M-3 An Ordinance Amending Port Ordinance No. 2833 Relating To Modification Of Empty Container Wharfage Assessment.

The motion to approve Items M-2 and M-3 carried by the following votes: (6) Ayes: Commissioner Ayers-Johnson, Commissioner Batarse, Vice-President Katzoff, Commissioner Kramer, Commissioner Kramer and Vice-President Scates. (1) Excused: President Protopappas.

OPERATIONS

Commissioner Batarse reported that the January 29 th meeting of the Audit, Budget and Finance Committee had recommended for approval, by the full Board, Operation Item C-2.

A motion to approve Item C-2 was made by Commissioner Batarse and seconded by Commissioner Kramer.

C-2 Resolution 04035 Finding And Determining That It Is In The Best Interest Of The Port To Waive Competitive Bidding And To Procure Certain Goods And Services On The Open Market And Authorizing The Executive Director To Enter Into Contracts For Same.

The motion to approve Item C-2 carried by the following votes: (6) Ayes: Commissioner Ayers-Johnson, Commissioner Batarse, Vice-President Katzoff, Commissioner Kiang, Commissioner Kramer and Vice-President Scates. (1) Excused: President Protopappas.

APPROVAL OF THE MINUTES

By consensus the Board approved the Minutes of January 20, 2004. REGULAR MEETING February 17, 2004

SUMMARY ITEMS

A motion to approve Summary Items S-1 through S-3 was made by Commissioner Kramer and seconded by Commissioner Ayers-Johnson.

S-1 Port Ordinance No. 3784 Being, "An Ordinance Amending Port Ordinance No. 2833 Relating To Security Of Maritime Facilities."

S-2 Port Ordinance No. 3785 Being, "An Ordinance Approving And Authorizing The Execution Of An Amendment To Non-Exclusive Preferential Assignment Agreement With Trans Pacific Container Service Corporation To Add To The Agreement Premises Additional Area Necessary For The Radiation Portal Monitors ("RPM") Program Being Implemented By The United States Customs And Border Protection ("US Customs")."

S-3 Port Ordinance No. 3786 Being, "An Ordinance Amending Port Ordinance No. 867, Amending Certain Salary Schedules, Position Titles And Creating Certain New Positions."

The motion to approve items S-1 through S-3 carried by the following votes: (6) Ayes: Commissioner Ayers-Johnson, Commissioner Batarse, Vice-President Katzoff, Commissioner Kiang, Commissioner Kramer and Vice-President Scates. (1) Excused: President Protopappas.

Commissioner Kiang was excused from the meeting.

OPEN FORUM

The following individuals spoke in Open Forum: Larry Hendel, George W. Alston, Jr., Prelmer Newman, Kirsten Cross, Michael Ringbom, Otis Hall and Gurcharan Duggal.

SECOND CLOSED SESSION

The Board re-entered into Closed Session at 6:17 p.m.

SECOND CLOSED SESSION REPORT

The Secretary of the Board reported that the following final actions were taken during the Second Closed Session.

Resolution 04028 Authorizing And Approving The Executive Director To Execute An Interim Repair Agreement With General Construction, Inc. ("General"), Including A Partial Waiver And Release Of Claims By General. REGULAR MEETING February 17, 2004

Resolution 04029 Approving And Authorizing Execution Of A Settlement Agreement And Release With J.C. Penney Life Insurance Company, Now Known As Stonebridge Life Insurance Company, The Successor In Interest To Beneficial Fire And Casualty Insurance Company ("JC Penney") Concerning The Former Cryer Boatyard Site, City Of Oakland V. Steam Valve Machine Company, Alameda County Superior Court Case No. 777068-7.

A motion to approve resolution 04028 and 04029 were carried by the following votes: (5) Ayes: Commissioner Ayers-Johnson, Commissioner Batarse, Vice- President Katzoff, Commissioner Kramer and Vice-President Scates. (2) Excused: Commissioner Kiang and President Protopappas.

ADJOURNMENT

There being no further business the Board adjourned at 6:50 p.m.

Joh . Betterton, Secretary Bo d of Port Commissioners

Regular Meeting of the Board of Port Commissioners Tuesday, March 2, 2004 - 3:00 PM

ROLL CALL

President Protopappas called the meeting to order at 3:05 p.m., and the following Commissioners were in attendance:

Commissioners Ayers-Johnson, Commissioner Batarse, Second Vice-President Katzoff, Commissioner Kiang, Commissioner Kramer, First Vice-President Scates and President Protopappas

CLOSED SESSION

The Board entered into Closed Session at 3:06 p.m. to consider the following items:

1. Conference With Legal Counsel – Anticipated Litigation. Significant exposure to litigation pursuant to subdivision (b) of Section 54956.9: (2 Matters)

2. Conference with Legal Counsel – Existing Litigation. Pursuant to subdivision (a) of Section 54956.9. Names of Cases:

PULLED - " A a a• a U.S. District Court, Northern District of California, No. CO2 1307

City of Oakland v. Harding ESE, Inc., Mactec Engineering Consulting, Inc., et al., Alameda County Superior Court Case No. RG03102264 MINUTES - REGULAR MEETING March 2, 2004

3. Conference With Real Property Negotiator. Government Code Section 54956.8.

PULLED Property: Site of Existing Billboard South of Bay Bridge Toll

Agency Negotiator: Executive Director Tay Yoshitani Under Negotiation: • ••

4. PULLED

5. Conference with Labor Negotiators.

Agency Negotiator: Joseph Echelberry Employee Organization: AFL-CIO Local 790

OPEN SESSION

President Protopappas reconvened the Board in Open Session at 4:03 p.m.

CLOSED SESSION REPORT

Port Attorney David Alexander that a second Closed Session would be necessary to complete the Agenda.

The Secretary of the Board reported that during Closed Session the Board had taken final action on the following:

Resolution 04038 Authorizing And Approving Increased Expenditure Authority Of Special Counsel And Necessary Experts.

The motion to approve Resolution 04038 passed by the following votes: (7) Ayes: Commissioner Ayers-Johnson, Commissioner Batarse, Vice-President Katzoff, Commissioner Kiang, Commissioner Kramer, Vice-President Scates and President Protopappas. MINUTES - REGULAR MEETING March 2, 2004

PRESIDENTS REPORT

President Protopappas reminded the audience to vote.

First Vice-President Patricia Scates reported on the annual Asian Employees Association (AEA) Lunar New Year Dinner. The AEA is planning to grant $25,000 in scholarships this year.

EXECUTIVE DIRECTORS REPORT

Executive Director Tay Yoshitani reported that the Port had begun a new recycling program with a goal of recycling 75% of our waste by the year 2010.

A motion to approve Item 0-1 was made by Commissioner Ayers-Johnson and seconded by Commissioner Kramer.

President Protopappas presented to Mr. Swanson a Resolution honoring his work as chief of staff to Congresswoman Barbara Lee, and thanking him for his many years of help to the Port of Oakland. Mr. Swanson thanked the Board and Executive Director Tay Yoshitani. He also acknowledged several family members and friends in the audience.

0-1 Resolution 04036 Honoring Sandr6 R. Swanson For His Many Years Of Dedicated Service.

The motion to approve Item 0-1 passed by the following votes: (7) Ayes: Commissioner Ayers-Johnson, Commissioner Batarse, Vice-President Katzoff, Commissioner Kiang, Commissioner Kramer, Vice-President Scates, and President Protopappas.

AIRPORT

Commissioner Kiang reported that the February 23rd meeting of the Aviation Committee had recommended for approval, by the full Board, Aviation Items A-1 and A-13.

A motion to approve Items A-1 through A-13, excluding A-3, was made by Commissioner Kiang and seconded by Commissioner Ayers-Johnson.

A-2 Resolution 04040 Finding And Determining That A Proposed Agreement With Ricondo Associates At A Maximum Compensation Of $150,000 For Consulting Services Constitutes Professional, Technical And Specialized Services That Are Temporary In Nature, Waiving Competitive Bidding And Authorizing Execution Of Agreement.

Resolution 04041 Finding And Determining That A Proposed Agreement With Jacobs Consultancy, Inc. At A Maximum Compensation Of $300,000 For Consulting Services Constitutes Professional, Technical And Specialized Services That Are Temporary In Nature, Waiving Competitive Bidding And Authorizing Execution Of Agreement.

Resolution 04042 Finding And Determining That A Proposed Agreement With HNTB Corporation At A Maximum Compensation Of $150,000 For Consulting Services Constitutes Professional, Technical And Specialized Services That Are Temporary In Nature, Waiving Competitive Bidding And Authorizing Execution Of Agreement.

A-3 PULLED Approval Of Modification Of Ordinance 3648 And Authorizing

Privilege Fee And Waiving The AVI Per Trip Fee For Those Operators That Comply

Shuttle Vehicle Fleet. (Ordinance)

A-4 An Ordinance Approving And Authorizing The Execution Of A Ground Lease With Southwest Airlines Co.; Dispensing With Competitive Bidding For Construction Of Lease-Related Infrastructure And Amending A License And Concession Agreement With Southwest Airlines Co. To Provide For Demolition Of Existing Provisioning Building At 501 Alan Shepard Way, Metropolitan Oakland International Airport ("MOIA").

A-5 Resolution 04043 Approving And Authorizing Execution Of Certain Agreement To Extend Right-Of-Entry And Indemnity Agreement With Oakland Aircraft, Inc., Doing Business As Oakland Aircraft Maintenance.

A-6 Resolution 04044 Approving And Authorizing Execution Of A Certain License And Concession Agreement With 360° Gourmet Express.

A-7 Resolution 04045 Approving And Authorizing Execution Of A Certain License And Concession Agreement With Jesus M. Valerio Doing Business As Rainbow Mobile Wash.

A-8 Resolution 04046 Approving And Authorizing Execution Of An Access Agreement For Survey And Exploration With The United States Of America, Department Of The Army. MINUTES - REGULAR MEETING March 2, 2004

A-9 Resolution 04047 Authorizing And Approving Execution Of An Interim Funding Agreement With San Francisco Bay Area Rapid Transit District ("BART"), Authorizing The Expenditure Of Up To $1 Million For The Oakland Airport Connector Project At Metropolitan Oakland International Airport ("MOIA").

Sanjiv Handa spoke on Item A-9.

A-10 Resolution 04048 Approving And Authorizing Execution Of Grant Agreement With The California Energy Commission.

A-11 Resolution 04049 Approving And Authorizing Execution Of A Certain License And Concession Agreement With Oakland Museum Of California.

A-12 Resolution 04050 Rejecting All Bids For Installation Of Fiber Optic Cables Between Substations SS-1, SS-1A, SS-8, SS-13 And SS-15, Oakland International Airport, Oakland, California, Directing Return Of Bid Bonds To Bidders; And Authorizing A Contract In The Open Market Without Lowest-Sealed Bid Procedures.

A-13 Resolution 04051 Approving Plans And Specifications For Construction Of Electrical Substation, Building M-363, Terminal 2, South Field, Oakland International Airport, Oakland, California, A.I.P. 3-06-0170-33, And Calling For Bids Therefor.

A-14 PULLED Approval Of A Supplemental Agreement With Airport And Aviation

Expansion Project. (Resolution

Item A-14 was pulled on recommendation of the staff.

The motion to approve Item A-1 through A-13 (excluding A-3) passed by the following votes: (7) Ayes: Commissioner Ayers-Johnson, Commissioner Batarse, Vice-President Katzoff, Commissioner Kiang, Commissioner Kramer, Vice-President Scates and President Protopappas.

COMMERCIAL REAL ESTATE

First Vice-President Scates reported that the February 4th meeting of the Commercial Real Estate Committee had recommended for approval, by the full Board, Aviation Items C-1 through C-3.

A motion to approve Items C-I and C-2 was made by Vice-President Scates and seconded by Vice-President Katzoff.

C-1 Resolution 04052 Approving And Authorizing Execution Of An Agreement Between The Port Of Oakland, The California Coastal Conservancy, The City Of Oakland And

-5- MINUTES - REGULAR MEETING March 2, 2004

Spanish Speaking Unity Council Relating To The Publics Interest In Certain Union Point Park Improvements.

C-2 Resolution 04053 Approving And Accepting BCDC Permits Including Permit Conditions For Various Commercial Real Estate Projects, And Authorizing The Executive Director Or His Designee To Implement BCDC Permit Conditions.

The motion to approve Items C-I and C-2 passed by the following votes: (7) Ayes: Commissioner Ayers-Johnson, Commissioner Batarse, Vice-President Katzoff, Commissioner Kiang, Commissioner Kramer, Vice-President Scates and President Protopappas.

The Secretary of the Board announced the opening of a public hearing on Item C-3 at the hour of 4:38pm.

There was one public speaker heard on the Item (Sanjiv Handa), and the hearing was closed at the hour of 4:40 pm.

A motion to approve Items C-3 was made by Vice-President Scates and seconded by Commissioner Kramer.

C-3 Resolution 04054 Setting A Public Hearing On A Proposed Amendment Of Port Ordinance No. 2832, As Amended, To Allow Fee Parking In An Area Near Pardee And Swan Way.

An Ordinance Amending Port Ordinance No. 2832 (As Amended), Relating To Establishing Standards And Restrictions Regulating The Use Of Land And The Design And Construction Of Structures And Other Improvements In The Oakland Airport Business Park, To Allow Privately Operated Fee Parking And To Allow Storage For A Five-Year Term On The Pardee Parking Lot Located Near Pardee And Swan Way.

The motion to approve Item C-3 passed by the following votes: (7) Ayes: Commissioner Ayers-Johnson, Commissioner Batarse, Vice-President Katzoff, Commissioner Kiang, Commissioner Kramer, Vice-President Scates and President Protopappas.

MARITIME

Commissioner Kramer reported that the February 19 th meeting of the Maritime Committee had recommended for approval, by the full Board, Maritime Items M-1 through M-4 and M-6,

A motion to approve Items M-1 through M-4 and M-6 was made by Vice- President Scates and seconded by Commissioner Kramer. MINUTES - REGULAR MEETING March 2, 2004

M-1 An Ordinance Approving And Authorizing The Execution Of A Nonexclusive Preferential Assignment Agreement With International Transportation Service, Inc. ("ITS") For Berth 25.

M-2 Resolution 04055 Approving And Ratifying Issuance Of Change Order In The Amount Of $329,160 For Contract With Gallagher Burk, Inc., For The Construction Of Berths 55/56 Container Yard, Phase 3, And Site Improvements At Middle Harbor Shoreline Park, Stage 2, Vision 2000, Oakland, California.

M-3 Resolution 04056 Finding And Determining That A Proposed Agreement With Ralph D. Gin At A Maximum Compensation Of $52,800 For Consulting Services Constitutes Professional, Technical And Specialized Services That Are Temporary In Nature, Waiving Competitive Bidding And Authorizing Execution Of Agreement.

M-4 An Ordinance Amending Port Ordinance No. 2833 Relating To Ballast Water.

M-5 PULLED Adoption Of New Electric Rates For Sale Of Electrical Power At All Port Areas Other Than The Airport And The Oakland Army Base. (Resolution}

Item M-5 was pulled on recommendation of the staff.

M-6 Resolution 04057 Approving Plans And Specifications For Construction Of Berths 32/33 Wharf Rehabilitation, Outer Harbor, Oakland, California, And Calling For Bids Therefor.

The motion to approve Items M-1 through M-6 passed by the following votes: (7) Ayes: Commissioner Ayers-Johnson, Commissioner Batarse, Vice-President Katzoff, Commissioner Kiang, Commissioner Kramer, Vice-President Scates and President Protopappas.

OPERATIONS

th Commissioner Ayers-Johnson reported that the February 24 meeting of the Administration Committee had recommended for approval, by the full Board, Operation Item 0-2.

A motion to approve Items 0-2 was made by Commissioner Ayers-Johnson and seconded by Commissioner Kramer.

0-2 An Ordinance Amending Port Ordinance No. 867 To Create The New Position Of Port Contract Compliance Manager. MINUTES - REGULAR MEETING March 2, 2004

The motion to approve Item 0-2 passed by the following votes: (7) Ayes: Commissioner Ayers-Johnson, Commissioner Batarse, Vice-President Katzoff, Commissioner Kiang, Commissioner Kramer, Vice-President Scates and President Protopappas.

Vice-President Scates reported that the February 26 th meeting of the Audit, Budget Finance Committee had recommended for approval, by the full Board, Operation Items 0-3, 0-5 and 0-7.

A motion to approve Items 0-3, 0-5 and 0-7 was made by Vice-President Scates and seconded by Commissioner Kiang.

0-3 Resolution 04058 Approving Consent To Assignment Of Rights From D Squared Business Consulting To Armanino McKenna, LLP, For Certain Existing Consultant Agreements.

0-5 Resolution 04060 Authorizing The Renewal Of Difference In Conditions (DIC) Insurance On 530 Water Street, Oakland, California, For An Amount Not To Exceed $110,000.

0-7 Resolution 04061 Finding And Determining That A Proposed Second Supplemental Agreement With Merriwether Williams Insurance Services Corporation At A Maximum Compensation Of $25,000 For A Surety Bond Guarantee Program And Various Funds Control And Accounting Services Constitutes Professional, Technical And Specialized Services That Are Temporary In Nature, Waiving Competitive Bidding And Authorizing Execution Of A Supplemental Agreement.

The motion to approve Items 0-3, 0-5 and 0-7 passed by the following votes: (7) Ayes: Commissioner Ayers-Johnson, Commissioner Batarse, Vice-President Katzoff, Commissioner Kiang, Commissioner Kramer, Vice-President Scates and President Protopappas.

0-6 PULLED Authority To Extend AEROTEK EE Consultant Contract 00 Days For Additional Fees Not To Exceed $75,000. (Resolution}

Item 0-6 was pulled on the recommendation of the staff. MINUTES - REGULAR MEETING March 2, 2004

0-4 Resolution 04059 Ratifying And Approving Contracts With Dell Marketing, L.P., For Lease Of Computers And Approving And Authorizing Funding For Same.

Sanjiv Handa spoke on item 0-4.

The motion to approve Item 0-4 passed by the following votes: (5) Ayes: Commissioner Batarse, Commissioner Kiang, Commissioner Kramer, Vice- President Scates and President Protopappas. (2)Nos: Commissioner Ayers- Johnson and Vice-President Katzoff.

APPROVAL OF THE MINUTES

By consensus the Board approved the Minutes of February 17, 2004.

SUMMARY ITEMS

A motion to approve Summary Items S-1 and S-2 was made by Commissioner Kramer and seconded by Vice-President Scates.

S-1 Port Ordinance No. 3787 Being, "An Ordinance Approving And Authorizing The Execution Of A Third Amended And Restated Nonexclusive Preferential Assignment Agreement With SSA Terminals, LLC ("SSAT") For The Combined Berths 57-59 Terminal And Howard Terminal."

S-2 Port Ordinance No. 3788 Being, "An Ordinance Amending Port Ordinance No. 2833 Relating To Modification Of Empty Container Wharfage Assessment."

The motion to approve Items S-1 and S-2 passed by the following votes: (7) Ayes: Commissioner Ayers-Johnson, Commissioner Batarse, Vice-President Katzoff, Commissioner Kiang, Commissioner Kramer, Vice-President Scates and President Protopappas.

OPEN FORUM

The following individuals spoke in Open Forum: Larry Hendel, Josie Mooney, Judy Goff, George W. Alston, Jr., Don Silva, Joetta Spanjol, Sanjiv Handa and Prelmer Newman.

SECOND CLOSED SESSION

The Board re-entered Closed Session at 5:36pm MINUTES - REGULAR MEETING March 2, 2004

SECOND CLOSED SESSION REPORT

There where no final actions taken during the Second Closed Session.

ADJOURNMENT

There being no further business the Board adjourned at 6:06p.m.

John T. Betterton, Secretary and of Port Commissioners

Resolution 04037 Approving And Authorizing Execution Of A Policy Endorsement With Lexington Insurance For Builders Risk Insurance; Approving And Authorizing Execution Of An Excess Builders Risk Policy; And Authorizing The Port Attorney To Execute A Tolling Agreement And Initiate Litigation As Necessary To Protect The Ports Interests.

The President Of The Board, John Protopappas, Called A Special Meeting Of The Board Of Port Commissioners For Tuesday, March 16, 2004 At The Hour Of 11:30 A.M. in the Board Room, at 530 Water Street, Oakland, California.

ROLL CALL

President Protopappas called the meeting to order at 11:38 a.m., and the following Commissioners were in attendance:

Commissioners Ayers-Johnson, Commissioner Batarse, Second Vice-President Katzoff, Commissioner Kiang, Commissioner Kramer, First Vice-President Scates and President Protopappas

SUMMARY ITEM

A motion to approve Summary Item S-1 was made by Commissioner Ayers- Johnson and seconded by Commissioner Kramer. S-1 Second Reading of Port Ordinance No. 3790 Being, "An Ordinance Amending Port Ordinance No. 2832 (As Amended), Relating To Establishing Standards And Restrictions Regulating The Use Of Land And The Design And Construction Of Structures And Other Improvements In The Oakland Airport Business Park, To Allow Privately Operated Fee Parking And To Allow Storage For A Five-Year Term On The Pardee Parking Lot Located Near Pardee And Swan Way."

The motion to approve Summary Item S-1 passed by the following votes: (7) Ayes: Commissioner Ayers-Johnson, Commissioner Batarse, Vice-President Katzoff, Commissioner Kiang, Commissioner Kramer, Vice-President Scates, and President Protopappas.

Billy Gipson Jr, spoke on Item S-1. MINUTES - SPECIAL MEETING March 16, 2004

OPEN FORUM

The following individuals spoke in Open Forum: Michael Ringbom and Sanjiv Handa.

FIRST CLOSED SESSION

Sanjiv Handa spoke on Closed Session Items 1 and 2.

The Board entered Closed Session at 12:00 pm to consider the following:

1. Conference with Labor Negotiators (Pursuant To Section 54957.8):

Agency Negotiator: Joe Echelberry Employee Organization: SEIU Local 790

SECOND OPEN SESSION

A motion to approve Resolution 04062 was made by Commissioner Kramer and seconded by Vice-President Katzoff

Resolution 04062 Ratifying And Approving Tentative Memorandum Of Understanding With Service Employees International Union, Local 790.

The motion to approve Resolution 04062 passed by the following votes: (4) Ayes: Vice-President Katzoff, Commissioner Kramer, Vice-President Scates and President Protopappas. (3) Nos: Commissioner Ayers-Johnson, Commissioner Batarse and Commissioner Kiang and.

SECOND CLOSED SESSION

The Board re-entered Closed Session at 1:45 pm to discuss the following

2. Public Employee Appointment (Pursuant To Section 54957.6):

Title: Executive Director

No final actions were taken in Closed Session.

ADJOURNMENT

There being no additional business, the Board Adjourned.

Jc hn T. Betterton, Secretary Board of Port Commissioners

Regular Meeting of the Board of Port Commissioners Tuesday, May 4, 2004 - 3:00 PM

ROLL CALL

President Protopappas called the meeting to order at 3:04 p.m., and the following Commissioners were in attendance:

Commissioner Ayers-Johnson, Commissioner Batarse, Commissioner Kiang, Commissioner Kramer, First Vice-President Scates and President Protopappas were present.

Commissioner Katzoff was excused.

CLOSED SESSION

The Board entered into Closed Session at 3:06 p.m. to consider the following items:

1. Conference With Legal Counsel – Anticipated Litigation. Significant exposure to litigation pursuant to subdivision (b) of Section 54956.9: (3 Matters)

2. Conference with Legal Counsel – Existing Litigation. Pursuant to subdivision (a) of Section 54956.9. Names of Case:

City of Oakland, et al v. Certain Underwriters at Lloyds, London, Certain Underwriting Syndicates at Lloyds, London, et al. San Francisco County Superior Court Case No. 400415 MINUTES - REGULAR MEETING May 4, 2004

Closed Session Item 3 was pulled on the recommendation of the staff.

3. PULLED Conference With R al Property Negotiator. Government Code Section 54946,8,

Property: Oakland Army Base — e e e Port of Oakland, Oakland Base Reuse Authority,

Executive Director Tay Yoshitani • Under Negotiation: •• •

4. PUBLIC EMPLOYEE PERFORMANCE EVALUATION. Chief Financial Officer Director of Commercial Real Estate Director of Corporate Administrative Services

OPEN SESSION

President Protopappas reconvened the Board in Open Session at 4:04 p.m.

CLOSED SESSION REPORT

Port Attorney David Alexander stated that there were no items to report out of Closed Session.

PRESIDENTS REPORT

President Protopappas reported on the groundbreaking of the Terminal 2 Project at the Oakland International Airport.

EXECUTIVE DIRECTORS REPORT

Executive Director Tay Yoshitani reported the following: 1) the Port will hold a retirement dinner for Strategic and Policy Planning Director John Glover on May 10: 2) Jet Blue has added additional flights non-stop from Oakland to Boston; and 3) the Port will hold its annual Good Neighbor Awards Dinner.

Executive Director Yoshitani called on Maritime Director Jerry Bridges to report on the negotiations with independent truckers. Director Bridges reported that the Port had agreed to act as a facilitator in quarterly meetings been the shippers and independent truckers.

President Protopappas called on Chuck Mack, Vice-President, International Brotherhood of Teamsters, to address the Board. Mr. Mack thanked the Port for its efforts and asked the Board to pass a resolution supporting the independent truckers.

-2- MINUTES - REGULAR MEETING May 4, 2004

AIRPORT

Commissioner Kiang reported that the April 26th meeting of the Aviation Committee had recommended for approval, by the full Board, Aviation Items A-1 through A-10.

A motion to approve Items A-1 through A-10 was made by Commissioner Kiang and seconded by Commissioner Ayers-Johnson.

Commissioner Batarse and President Protopappas took no part in the discussion or deliberations on Item A-1.

A-1 Resolution 04113 Approving And Authorizing Execution Of Certain Agreement To Extend Right-Of-Entry And Indemnity Agreement With Foster Interstate Media.

The motion to approve Resolution 04113 passed by the following votes: (5) Ayes: Commissioner Ayers-Johnson, Commissioner Kiang, Commissioner Kramer and Vice-President Scates. (1) Absent: Vice-President Katzoff. (2) Recused: Commissioner Batarse and President Protopappas.

A-2 Resolution 04114 Finding And Determining That Proposed First Supplemental Agreements With Superior Automatic Sprinkler Company, Inc. And Scientific Cleaning Concepts, Inc., For Ongoing Maintenance Services At The Oakland Maintenance center, metropoiltan uakiand international Airport, i-or Aciaitionai compensation Constitutes Professional, Technical And Specialized Services That Are Temporary In Nature, Waiving Competitive Bidding And Ratifying And Authorizing Execution Of Said Supplemental Agreements.

A-3 Resolution 04115 Approving And Authorizing Execution Of A First Supplemental Agreement With San Francisco Parking, Inc.

A-4 Resolution 04116 Approving And Authorizing Execution Of A Certain License And Concession Agreement With Swissport Corporation.

A-5 Resolution 04117 Finding And Determining That A Proposed Agreement With Finger Design Associates At A Maximum Compensation Of $75,000 For Consulting Services Constitutes Professional, Technical And Specialized Services That Are Temporary In Nature, Waiving Competitive Bidding And Authorizing Execution Of Agreement.

A-6 Resolution 04118 Finding And Determining That A Proposed Agreement With ATAC Corporation At A Maximum Compensation Of $100,000 For Consulting Services Constitutes Professional, Technical And Specialized Services That Are Temporary In Nature, Waiving Competitive Bidding And Authorizing Execution Of Agreement. MINUTES - REGULAR MEETING May 4, 2004

Sanjiv Handa spoke on Item A-7.

A-7 Resolution 04119 Approving Issuance Of Change Order To Contract With Turner Construction Company, For Design Of The Garage And Customer Service Building, Oakland Terminal Expansion Program, South Field, Oakland International Airport, Oakland, California.

A-8 Resolution 04120 Finding And Determining That A Proposed First Supplemental Agreement For An Additional Compensation Of $785,000 With Airport And Aviation Professional (AvAirPros) For Consulting Services Constitutes Professional, Technical And Specialized Services That Are Temporary In Nature, Waiving Competitive Bidding And Authorizing Execution Of Said Supplemental Agreement.

Sanjiv Handa spoke on Item A-9

A-9 Resolution 04121 Approving And Accepting BCDC Regulatory Permits, Including BCDC Permit Conditions, For The Terminal 2 Extension Project; And Authorizing The Executive Director Or His Designee To Implement BCDC Permit Conditions.

A-10 Resolution 04122 Finding And Determining That A Proposed First Supplemental Agreement With Turner Construction Company Constitutes Professional, Technical And Specialized Services That Are Temporary In Nature, Waiving Competitive Bidding And Authorizing Execution Of Said Supplemental Agreement.

The motion to approve Item A-2 through 10, passed by the following votes: (6) Ayes: Commissioner Ayers-Johnson, Commissioner Batarse, Commissioner Kiang, Commissioner Kramer, Vice-President Scates and President Protopappas. (1) Absent: Vice-President Katzoff.

COMMERCIAL REAL ESTATE

First Vice-President Scates reported that the April 7th meeting of the Commercial Real Estate Committee had recommended for approval, by the full Board, Commercial Real Estate Item C-1.

A motion to approve Items C-1 was made by Vice-President Scates and seconded by. Commissioner Kiang.

C-1 Resolution 04123 Granting Authorization To Include Demolition Of The Franklin Delano Roosevelt Pier, Jack London Square, Oakland, California, In The Small Business Program, Finding And Determining That It Is In The Best Interest Of The Port To Contract For Such Work Without Lowest-Sealed Bid Procedures; And Authorizing Execution Of A Contract For Such Work Based On Receipt Of Informal Proposals. MINUTES - REGULAR MEETING May 4, 2004

The motion to approve Item C-I passed by the following votes: (6) Ayes: Commissioner Ayers-Johnson, Commissioner Batarse, Commercial Kiang, Commissioner Kramer, Vice-President Scates and President Protopappas. (1) Absent: Vice-President Katzoff.

MARITIME

Commissioner Kramer reported that the April 22 nd meeting of the Maritime Committee had recommended for approval, by the full Board, Maritime Item M-1.

A motion to approve Items M-1 was made by Commissioner Kramer and seconded by Commissioner Batarse.

M-1 Resolution 04124 Finding And Determining That Proposed Agreements With The Northern California Power Agency ("NCPA"), The Western Area Power Administration ("Western") And Other Electric Power Wholesalers To Purchase Supplemental Wholesale Electric Power For The Port Of Oaklands Harbor Facilities And Related Proposed Agreements Regarding The Transmission Scheduling, Coordination And Pooling Of Such Electric Power, Constitute Agreements For Professional, Technical And Specialized Services That Are Temporary In Nature And/Or That It Is In The Best Interest Of The Port To Enter Into Such Contracts Without Competitive Bidding, Waiving Competitive Bidding And Approving And Authorizing Execution Of Such Agreements.

OPERATIONS

Commissioner Ayers-Johnson reported that the April 27 th meeting of the Administration Committee had recommended for approval, by the full Board, Operation Item 0-1.

A motion to approve Item 0-1 was made by Commissioner Ayers-Johnson and seconded by Commissioner Kramer.

0-1 Resolution 04125 Approving Consent To Assignment Of Rights From Katz, Kutter, Alderman And Bryant P.A. To Akerman, Senterlitt Eidson P.A. For Certain Existing Consultant Agreement. MINUTES - REGULAR MEETING May 4, 2004

The motion to approve Item 0-1 passed by the following votes: (6) Ayes: Commissioner Ayers-Johnson, Commissioner Batarse, Commercial Kiang, Commissioner Kramer, Vice-President Scates and President Protopappas. (1) Absent: Vice-President Katzoff.

Commissioner Scates reported on the April 30th meeting of the Audit, Budget and Finance Committee.

Sanjiv Handa spoke on the Audit, Budget and Finance Committee Report.

SUMMARY ITEMS

A motion to approve the Summary Items was made by Commissioner Ayers- Johnson and seconded by Commissioner Batarse.

Building Permit Application

S-1 Resolution 04126 Approving Building Permit Requested By ATT Wireless Services, Inc.

S-2 Resolution 04127 Approving Building Permit Requested By Nestle Waters North America.

S-3 Resolution 04128 Approving Building Permit Requested By Business Jet Center- Oakland, L.P.

Ordinances Submitted for Second and Final Reading

S-4 Port Ordinance No. 3799 Being, "An Ordinance Amending Port Ordinance No. 3634 Relating To Landing And Tenant Terminal Space Rental Fees At Metropolitan Oakland International Airport."

The motion to approve Items S-1 through S-4 passed by the following votes: (6) Ayes: Commissioner Ayers-Johnson, Commissioner Batarse, Commercial Kiang, Commissioner Kramer, Vice-President Scates and President Protopappas. (1) Absent: Vice-President Katzoff.

Commissioner Batarse and President Protopappas took no part in the discussion or deliberation of Item S-5.

S-5 Port Ordinance No. 3800 Being, "An Ordinance An Ordinance Approving And Authorizing The Execution Of A Space/Use Permit For Outdoor Advertising Concession With Foster Interstate Media, Inc. To Operate An Outdoor Advertising Concession At Metropolitan Oakland International Airport ("MOIA").

-6- MINUTES - REGULAR MEETING May 4, 2004

The motion to approve Item S-5 passed by the following votes: (4) Ayes: Commissioner Ayers-Johnson, Commercial Kiang, Commissioner Kramer and Vice-President Scates. (1) Absent: Vice-President Katzoff. (2) Recused: Commissioner Batarse and President Protopappas.

S-6 Port Ordinance No. 3801 Being, "An Ordinance Approving And Authorizing The Execution Of A Right-Of-Entry And Indemnity Agreement With Waterkeepers Northern California."

S-7 Port Ordinance No. 3802 Being, "Making Certain Findings And Determinations In Support Of, And Authorizing Execution Of A Purchase And Sale Agreement With RMT Landscape Contractors, Inc., For The Port Of Oaklands Sale Of An Approximately 2.09 Acre Parcel Of Land Located At Edgewater Drive And Pardee Lane."

S-8 Port Ordinance No. 3803 Being, "An Ordinance Amending Port Ordinance No. 876 Amending Section 2.01 And Adding Section 1.294 Ratifying And Fixing The Compensation Of Certain Employees Of The Port Department, Amending Section 1.191 Providing Professional Development Benefits For Certain Officers And Employees And Adding Section 1.3025 Relating To Long Term Disability Insurance For Employees Of The Port Of Oakland."

The motion to approve Items S-6 through S-8 passed by the following votes: (6) Ayes: Commissioner Ayers-Johnson, Commissioner Batarse, Commercial Kiang, Commissioner Kramer, Vice-President Scates and President Protopappas. (1) Absent: Vice-President Katzoff.

OPEN FORUM

The following individuals spoke in Open Forum: and Sanjiv Handa.

ADJOURNMENT

Theyre being no further business the Board adjourned at 5:10 p.m.

tr.. John 1) etterton, Secretary Board of Port Commissioners

JOHN PROTOPAPPAS TAY YOSHITANI President PORT OF OAKLAND Executive Director PATRICIA A. SCATES BOARD OF PORT COMMISSIONERS DAVID L. ALEXANDER First Vice President 530 Water Street • Oakland, California 94607 Port Attorney KENNETH S. KATZOFF JOHN T. BETTERTON Second Vice President Telephone: (510) 627-1100 Secretary of the Board DARLENE AYERS-JOHNSON Facsimile: (510) 763.3562 TDD: (510) 763.5730 Commissioner ANTHONY A. BATARSE, JR. E-Mail: [email protected] Commissioner WEB: www.portofoakland.com FRANK KIANG Commissioner DAVID KRAMER MINUTES Commissioner

Regular Meeting of the Board of Port Commissioners Tuesday, May 18, 2004

and

Adjourned Meeting of the Board of Port Commissioners Friday, May 21, 2004

KULL L,HLL

President Protopappas called the meeting to order at 3:04 p.m., and the following Commissioners were in attendance:

Commissioner Ayers-Johnson, Commissioner Batarse, Vice-President Katzoff, Commissioner Kiang, Commissioner Kramer, First Vice-President Scates and President Protopappas were present.

CLOSED SESSION

The Board entered into Closed Session at 3:06 p.m. to consider the following items:

1. Conference With Legal Counsel – Anticipated Litigation. Significant exposure to litigation pursuant to subdivision (b) of Section 54956.9: (3 Matters)

2. Conference With Real Property Negotiator. Government Code Section 54956.8.

Under Negotiation: Price and Terms of Payment

3. PUBLIC EMPLOYEE DISCIPLINE/DISMISSAL/RELEASE. Government Code Section 54957.

OPEN SESSION

President Protopappas reconvened the Board in Open Session at 4:09 p.m.

CLOSED SESSION REPORT

Port Attorney David Alexander stated that there were no items to report out of Closed Session.

PRESIDENTS REPORT

President Protopappas reported on the Oakland Advisors; EPA News Conference; and Trade Mission (David Kramer and Darlene Ayers-Johnson attended). Commissioner Ayers-Johnson reported on the "adopt a ship program" linking vessels with local school children to encourage good will and interest in maritime careers.

EXECUTIVE DIRECTORS REPORT

Executive Director Tay Yoshitani reported the following: 1) introduced our the Chief Financial Officer (Judith Blackwell) and gave a briefing of her accomplishments; 2) 2nd Annual Good Neighbor Awards took place. Councilman Danny Wan was the guest speaker; 3) Publication of the ANG curriculum guides sponsored by the Port. Sheri Goldsmith of ANG spoke; (4) The Federal Maritime Commission Chairman will visit the Port on Friday, May 21 st; and (5) 35 McClymonds students will visit Port for 1/2 day along with the Director of Administration for the Maritime Academy.

AIRPORT

Commissioner Kiang reported that the April 26th meeting of the Aviation Committee had recommended for approval, by the full Board, Aviation Item A-1.

A motion to approve Item A-1 was made by Commissioner Kiang and seconded by Commissioner Ayers-Johnson.

A-1 Resolution 04131 Approving And Authorizing Execution Of A First Amendment To The July 18, 2001 Surrender And Termination Of Lease And Property Restoration Agreement With PS Trading, Inc.; Approval Of License And Concession Agreement With Burns McDonnell Engineering Co., Inc.; Certification And Adoption Of The Initial Study/Mitigated Negative Declaration And Mitigation Monitoring And Reporting Program, And Approval Of A Building Permit.

-2- MINUTES - REGULAR MEETING May 18, 2004 and ADJOURNED MEETING of May 21st

The motion to approve Item A-1 passed by the following votes: (7) Ayes: Commissioner Ayers-Johnson, Commissioner Batarse, Vice-President Katzoff, Commissioner Kiang, Commissioner Kramer, Vice-President Scates and President Protopappas.

COMMERCIAL REAL ESTATE

First Vice-President Scates reported that the May 6th meeting of the Commercial Real Estate Committee had recommended for approval, by the full Board, Commercial Real Estate Item C-1.

A motion to approve Items C-1 was made by Vice-President Scates and seconded by Commissioner Kiang.

C-1 Resolution 04132 Approving The Budget Of The Association For The Presidential Yacht Potomac For Fiscal Year 2004/2005.

The motion to approve Item C-1 passed by the following votes: (7) Ayes: Commissioner Ayers-Johnson, Commissioner Batarse, Vice-President Katzoff, Commissioner Kiang, Commissioner Kramer, Vice-President Scates and President Protopappas.

Public speakers, Caria Betts and Sanjiv Handa spoke on Item 1 C-1.

MARITIME

Commissioner Kramer reported that the April 22 nd meeting of the Maritime Committee had recommended for approval, by the full Board, Maritime Item M-1.

A motion to approve Items M-1 was made by Commissioner Kramer and seconded by Commissioner Batarse.

M-1 Resolution 04133 Granting Authorization To Include Demolition Of Building D-833, Middle Harbor, Oakland, In The Ports Small Business Program, Finding And Determining That It Is In The Best Interest Of The Port To Contract For Such Work Without Lowest-Sealed Bid Procedures; And Authorizing Execution Of A Contract For Such Work Based On Receipt Of Informal Proposals.

The motion to approve Item M-1 passed by the following votes: (7) Ayes: Commissioner Ayers-Johnson, Commissioner Batarse, Vice-President Katzoff, Commissioner Kiang, Commissioner Kramer, Vice-President Scates and President Protopappas. MINUTES - REGULAR MEETING May 18, 2004 and ADJOURNED MEETING of May 21st

OPERATIONS

Commissioner Ayers-Johnson reported that the April 27 th meeting of the Administration Committee had recommended for approval, by the full Board, Operation Items 0-1, 0-3 and 0-6.

A motion to approve Items 0-1, 0-3 and 0-6 was made by Commissioner Ayers- Johnson and seconded by Commissioner Kramer.

0-1 Port Ordinance No. being, "An Ordinance Amending Section 8.139 Of Port Ordinance No. 867."

0-2 PULLED Public Employee Discipline/Dismisal/Releasc. (Resolution)

Item 0-2 was pulled on the recommendation of the staff.

0-3 Resolution 04134 terminating certain appointment.

0-6 Resolution 04135 Finding And Determining That It Is In The Best Interest Of The Port To Enter Into An Agreement With The Oakland Private Industry Council ("OPIC") To Co-Sponsor Funding The Employment By OPIC Of An Apprenticeship Recruitment Coordinator.

The motion to approve Items 0-1, 0-3 and 0-6 passed by the following votes: (7) Ayes: Commissioner Ayers-Johnson, Commissioner Batarse, Vice-President Katzoff, Commissioner Kiang, Commissioner Kramer, Vice-President Scates and President Protopappas.

Vice-President Scates reported on the April 30th meeting of the Audit, Budget and Finance Committee and recommended approval, by the full Board, Operation Items O- 4 and 0-5.

A motion to approve Items 0-4 and 0-5 was made by Vice-President Scates and seconded by Commissioner Kiang.

0-4 Resolution 04136 Conditionally Authorizing Certain Acts To Redeem The Port Of Oakland, Special Facilities Revenue Bonds, 1992 Series A (Mitsui O.S.K. Lines, Ltd. Project). MINUTES - REGULAR MEETING May 18, 2004 and ADJOURNED MEETING of May 21st

0-5 Resolution 04137 Authorizing The Renewal Of Ports Insurance Program Including Coverage For Airport Liability, Airport Terrorism, CAPA Umbrella Excess Liability, Excess Workers Compensation Including Terrorism, Public Officials Errors Omissions Including Employment Practices Liability, EDP Including Computers And Business Interruption, Fiduciary Liability For Deferred Compensation Plan, Port Liability, Fidelity/Crime Insurance, Port Blockage Including Loss Of Access, Automobile Liability Including Terrorism, Automobile Physical Damage Insurance Including Terrorism, Cranes Including Earthquake, Crane, Boiler Machinery, Crane Terrorism Insurance, Loss Of Access, Fire-Blanket, Buildings, Contents, Berths, Business Interruption Boiler Machinery Including Terrorism Policy.

The motion to approve Items 0-4 and 0-5 passed by the following votes: (7) Ayes: Commissioner Ayers-Johnson, Commissioner Batarse, Vice-President Katzoff, Commissioner Kiang, Commissioner Kramer, Vice-President Scates and President Protopappas.

SUMMARY ITEMS

A motion to approve the Summary Items was made by Commissioner Kramer and seconded by Commissioner Ayers-Johnson.

Building Permit Application

S-1 Resolution 04138 Determining That Need To Take Immediate Action Is Necessary To Prevent Serious Injury To The Public Interest If Action Were Deferred And That The Need For Such Action Came To The Attention Of The Board Subsequent To The Agenda Being Posted (Action On Recommended Port Resolution Approving A Building Permit Application From SSA Terminals, LLC, For Construction Of Improvements At Charles P. Howard Terminal, Berths 67 And 68.)

S-2 Resolution 04139 Approving Building Permit Requested By SSA Terminals, LLC.

APPROVAL OF THE MINUTES

By consensus the Board approved the Minutes of the Regular Meeting of April 6, 2004, the Regular Meeting of April 20, 2004; and the Special Meeting of April 20, 2004. MINUTES - REGULAR MEETING May 18, 2004 and ADJOURNED MEETING of May 21st

OPEN FORUM

Sanjiv Handa spoke in Open Forum.

ADJOURNMENT

The meeting was adjourned until Friday, May 21st at 8:00 a.m.

CONTINUATION - Friday May 21, 2004

ROLL CALL

President Protopappas called the meeting to order at 8:00 am., and the following Commissioners were in attendance:

Commissioner Ayers-Johnson, Commissioner Batarse, Vice-President Katzoff, Commissioner Kiang, Commissioner Kramer, First Vice-President Scates and President Protopappas were present.

CLOSED SESSION

The Board entered into Closed Session at 8:00 a.m.:

OPEN SESSION

President Protopappas reconvened the Board in Open Session at 9:09 a.m.

CLOSED SESSION REPORT

The Board Secretary reported that no final action had been taken.

OPEN FORUM

No person spoke in Open Forum.

ADJOURNMENT

The meeting was adjourned until Friday, May 21 st at 9:10 a.m.

Jo Betterton, Secretary B d of Port Commissioners

SPECIAL MEETING

The President Of The Board, John Protopappas, Called A Special Meeting Of The Board Of Port Commissioners For Wednesday, June 2, 2004 At The Hour Of 8:00 A.M. In The Board Room, 530 Water Street, Oakland, California.

ROLL CALL

President Protopappas called the meeting to order at 8:00 a.m., and the following Commissioners were in attendance:

Commissioners Ayers-Johnson, Commissioner Batarse, Second Vice-President Katzoff, Commissioner Kiang, Commissioner Kramer, and President Protopappas were present.

First Vice-President Scates was excused

OPEN FORUM

There were no public speakers.

CLOSED SESSION

The Board entered into Closed Session at 8:03 a.m. to consider the following item:

Public Employee Appointment (Pursuant to Section 54957): Title: Executive Director

CLOSED SESSION REPORT

The Secretary of the Board reported that during Closed Session the Board had taken no MINUTES - SPECIAL MEETING June 2, 2004

final action.

ADJOURNMENT

There being no further business the Board adjourned at 10:15p.m.

John T :ette on, Secretary Board of Port Commissioners

Adjourned Meeting of the Board of Port Commissioners Tuesday, June 8, 2004 - 3:00 PM

ROLL CALL

President Protopappas called the meeting to order at 3:04 p.m., and the following Commissioners were in attendance:

Commissioner Ayers-Johnson, Commissioner Batarse, Vice-President Katzoff, Commissioner Kiang, First Vice-President Scates and President Protopappas were present. Commissioner Kramer joined the meeting just after Open Forum.

CLOSED SESSION

The Board entered into Closed Session at 3:06 p.m. to consider the following items:

1. Conference With Legal Counsel – Anticipated Litigation. Significant exposure to litigation pursuant to subdivision (b) of Section 54956.9: (3 Matters)

2. Conference with Legal Counsel – Existing Litigation. Pursuant to subdivision (a) of Section 54956.9. Name of Cases:

City of Oakland, et al. v. Owner Operator Trucking Association, Alameda County Superior Court Case No. RG04154747

Pacific Coast Building Products V. Lumbermen Mutual Casualty Company, Alameda County Superior Case No. 2001-024620 MINUTES - ADJOURNED MEETING June 8, 2004

3. Conference With Real Property Negotiator. Government Code Section 54956.8.

4. Public Employee Performance Evaluation.

Chief Financial Officer Director of Administrative Services Director of Commercial Real Estate

OPEN SESSION

President Protopappas reconvened the Board in Open Session at 4:08 p.m.

CLOSED SESSION REPORT

The Secretary of the Board reported that during Closed Session the Board had taken final action on the following:

Resolution 04141 Approving Appointment Of Special Counsel Wulfberg, Reese, Colvirg Firtsman.

Resolution 04142 Approving Appointment Of Special Counsel Foley and Lardner.

The motion to approve Resolutions 04141 and 04142 passed by the following votes: (6) Ayes: Commissioner Ayers-Johnson, Commissioner Batarse, Vice- President Katzoff, Commissioner Kiang, Vice-President Scates and President Protopappas. (1) Absent: Commissioner Kramer.

PRESIDENTS REPORT

President Protopappas reported on the appointment of Jerry Bridges as the new Executive Director.

EXECUTIVE DIRECTORS REPORT

Executive Director Tay Yoshitani reported on the Ron Cowan Parkway dedication and the Port Employee Association Scholarship awards. MINUTES - ADJOURNED MEETING June 8, 2004

AVIATION

Commissioner Kiang reported that the May 26th meeting of the Aviation Committee had recommended for approval, by the full Board, Aviation Items A-1 through A-14.

A motion to approve Items A-1 through A-14 (excluding A7) was made by Commissioner Kiang and seconded by Commissioner Ayers-Johnson.

A-1 Port Ordinance No. being, "An Ordinance Approving And Authorizing Execution Of A Lease Amendment With United States Postal Service."

A-2 Resolution 04143 Approving And Authorizing Execution Of First Supplemental Agreement To Lease With Southwest Airlines Co.; Dispensing With Competitive Bidding For Construction Of Bravo Service Road, 501 Alan Shepard Way, Metropolitan Oakland International Airport ("MOIA").

A-3 Resolution 04144 Finding And Determining That A Proposed Agreement With Mestre- Greve Associates At A Maximum Compensation Of $250,000 For Consulting Services Constitutes Professional, Technical And Specialized Services That Are Temporary In Nature, Waiving Competitive Bidding And Authorizing Execution Of Agreement.

Resolution 04145 Finding And Determining That A Proposed Agreement With Michael R. McClintock Co. At A Maximum Compensation Of $250,000 For Consulting Services Constitutes Professional, Technical And Specialized Services That Are Temporary In Nature, Waiving Competitive Bidding And Authorizing Execution Of Agreement.

A-4 Resolution 04146 Finding And Determining That A Proposed First Supplemental Agreement With Browri-Buntin Associates, Inc. For Consulting Services Constitutes Professional, Technical And Specialized Services That Are Temporary In Nature, Waiving Competitive Bidding And Authorizing Execution Of Said Supplemental Agreement.

A-5 Resolution 04147 Ratifying Submittal Of A Grant Application To Federal Aviation Administration Under The Airport Improvement Program.

A-6 Resolution 04148 Finding And Determining That It Is In The Best Interest Of The Port To Enter Into Agreements With Oakland Museum Of California And Oakland School For The Arts For Rotational Exhibit Programs At Metropolitan Oakland International Airport ("MOIA").

Item A-7 was pulled on the recommendation of the staff.

A-7 PULLED: Amendment To Contract With The Alameda County Sheriffs Department MINUTES ADJOURNED MEETING June 8, 2004

An Annual Cost Of $6,280,356. (Resolution)

A-8 Resolution 04149 Finding And Determining That A Proposed Extension Agreement With ABC Security Services For Security Guard Services At Oakland International Airport In The Amount Of $2,357,549 Constitutes Professional, Technical And Specialized Services That Are Temporary In Nature, Waiving Competitive Bidding And Authorizing Execution Of Said Agreement.

A-9 Port Ordinance No. being, "An Ordinance Amending Section 9 Of Port Ordinance No. 3634 Relating To Charges For Use Of Facilities At Metropolitan Oakland International Airport, North Field."

A-10 Resolution 04150 Ratifying And Approving Addenda To Specifications For Construction Of Electrical Substation, Building M-363, Terminal 2, South Field, Oakland International Airport; A.I.P. 3-06-0170-33; Awarding Contract To Vitton Construction Co., Inc. (380884) In The Amount Of $1,798,800, And, Fixing The Amount Of Bonds.

A-11 Resolution 04151 Approving Plans And Specifications For Reconstruction Of Apron At Hangars 7 And 8, North Field, Oakland International Airport, Oakland, California, A.I.P. 3-06-0170-29, And Calling For Bids Therefor.

A-12 Resolution 04152 Approving And Authorizing Execution Of An Agreement With SBC To Relocate Telephone Cables At Hangars 7 And 8, North Field, 01A, A.I.P. 3-06- 0170-29, For An Amount Not To Exceed $70,000.

A-13 Resolution 04153 Finding And Determining That A Proposed First Supplemental Agreement With MWM/YHLA Joint Venture Architects For Consulting Services Constitutes Professional, Technical And Specialized Services That Are Temporary In Nature, Waiving Competitive Bidding And Authorizing Execution Of Said Supplemental Agreement.

A-14 Resolution 04154 Finding And Determining That A Proposed Agreement With Consolidated Testing Laboratories At A Maximum Compensation Of $576,000 For Consulting Services Constitutes Professional, Technical And Specialized Services That Are Temporary In Nature, Waiving Competitive Bidding And Authorizing Execution Of Agreement.

The motion to approve Items A-1 through A-14 passed by the following votes: (6) Ayes: Commissioner Ayers-Johnson, Commissioner Batarse, Vice-President Katzoff, Commissioner Kiang, Vice-President Scates and President Protopappas. (1) Absent: Commissioner Kramer. MINUTES - ADJOURNED MEETING June 8, 2004

COMMERCIAL REAL ESTATE

Commissioner Kiang reported that the June 2 nd meeting of the Commercial Real Estate Committee had recommended for approval, by the full Board, Commercial Real Estate Item C-1.

A motion to approve Items C4 was made by Commissioner Kiang and seconded by Vice-President Katzoff.

C- 1 Resolution 04155 Approving And Authorizing Execution Of A Certain License And Concession Agreement With Oakland Marinas, LP,

The motion to approve Item C4 passed by the following votes: (6) Ayes: Commissioner Ayers-Johnson, Commissioner Batarse, Vice-President Katzoff, Commissioner Kiang, Vice-President Scates and President Protopappas. (1) Absent: Commissioner Kramer.

MARITIME

Commissioner Batarse reported that the May 22 nd meeting of the Maritime Committee had recommended for approval, by the full Board, Maritime Items M-1 through M-4.

A motion to approve Items M-1, M-3 and M-4 was made by Commissioner Batarse and seconded by Vice-President Scates.

M - 1 Resolution 04156 Ratifying And Approving Addendum To Specifications For Furnishing Labor, Materials And Equipment For Reconditioning, Maintaining And Repairing Port Of Oakland Railroad Tracks And Crane Rails For The Period Commencing July 1, 2004 And Ending June 30, 2005, 2006 Or 2007,; Awarding Contract To Railworks Track Systems, Inc. (705101) In The Amount Of $60,000 Per Year, Fixing The Amount Of Bonds; Rejecting All Other Bids And Directing Return Of Bid Bonds To Bidders.

M-3 Resolution 04158 Finding And Determining That A Proposed First Supplemental Agreement With Liftech Consultants, Inc. For Consulting Services Constitutes Professional, Technical And Specialized Services That Are Temporary In Nature, Waiving Competitive Bidding And Authorizing Execution Of Said Supplemental Agreement.

M-4 Resolution 04159 Finding And Determining That It Is In The Best Interest Of The Port To Contract For The Relocation Of San Francisco Bay Area Rapid Transit District ("Bart") Transbay Tube Anode Systems For The Oakland Harbor Navigation Improvement (-50 Foot) Project ("Dredging Project") Without Competitive Bidding And Approving And Authorizing Execution Of Contracts For Such Relocation Based On Receipt Of Informal Proposals, And Approving And Authorizing The Execution Of An

-5- MINUTES - ADJOURNED MEETING June 8, 2004

Oakland Outer Harbor Agreement With Bart Providing For Such Relocation And For Removal Of Rock And Soil Above The Transbay Tube As A Part Of The Dredging Project.

Port Ordinance No. being, "An Ordinance Approving And Authorizing Execution, Acceptance And Delivery Of Easement Documents To The San Francisco Bay Area Rapid Transit District ("Bart")."

The motion to approve Items M-1, M-3 and M-4 passed by the following votes: (6) Ayes: Commissioner Ayers-Johnson, Commissioner Batarse, Vice-President Katzoff, Commissioner Kiang, Vice-President Scates and President Protopappas. (1) Absent: Commissioner Kramer.

A motion to approve Item M-2 was made by Commissioner Batarse and seconded by Commissioner Ayers-Johnson.

The following individuals spoke on Item M-2: Paul Berning, Wahid Tadros and Blaise Fettig.

M-2 Resolution 04157 Ratifying And Approving Addenda To Specifications For Construction Of Berths 32/33 Wharf Rehabilitation, Outer Harbor; Awarding Contract To Manson/Dutra, A Joint Venture, Inc., Fixing The Amount Of Bonds, Rejecting All Other Bids And Directing Return Of Bid Bonds To Bidders; And Authorizing Acceptance Of Regulatory Permits, Including Waste Discharge Requirements And Water Quality Certification.

The motion to approve Items M-2 passed by the following votes: (6) Ayes: Commissioner Ayers-Johnson, Commissioner Batarse, Vice-President Katzoff, Commissioner Kiang, Vice-President Scates and President Protopappas. (1) Absent: Commissioner Kramer.

OPERATIONS

Commissioner Ayers-Johnson reported that the May 25th meeting of the Administration Committee had recommended for approval, by the full Board, Operation Items 0-1, 0-2, 0-4 and 0-5.

A motion to approve Items 0-1, 0-2, 0-4 and 0-5 was made by Commissioner Ayers-Johnson and seconded by Commissioner Batarse.

0-1 Resolution 04160 Finding And Determining That It Is In The Best Interest Of The Port To Contract For Furnishing Labor, Materials And Equipment For Paving, Grading And Associated Contractors Services For Port Of Oakland Facilities For The Period Commencing July 1, 2004, And Ending June 30, 2005, 2006 Or 2007, Without Lowest- Sealed Bid Procedures And Authorizing Execution Of Contracts For Such Work Based On Receipt Of Informal Proposals.

-6- MINUTES - ADJOURNED MEETING June 8, 2004

0-2 Resolution 04161 Finding And Determining That A Proposed First Supplemental Agreement With Gutierrez/Associates For Consulting Services At A Maximum Compensation Of $500,000, Constitutes Professional, Technical And Specialized Services That Are Temporary In Nature, Waiving Competitive Bidding And Authorizing Execution Of Agreement.

Resolution 04162 Finding And Determining That A Proposed First Supplemental Agreement With C. J. Tyler Architecture For Consulting Services At A Maximum Compensation Of $500,000, Constitutes Professional, Technical And Specialized Services That Are Temporary In Nature, Waiving Competitive Bidding And Authorizing Execution Of Said Supplemental Agreement.

Resolution 04163 Finding And Determining That A Proposed First Supplemental Agreement With RPR Architects For Consulting Services At A Maximum Compensation Of $500,000, Constitutes Professional, Technical And Specialized Services That Are Temporary In Nature, Waiving Competitive Bidding And Authorizing Execution Of Said Supplemental Agreement.

Item 0-3 was pulled as it did not require Board Approval

0-3 PULLED: . aeee-.• e

0-4 Resolution 04164 Ratifying And Approving Contracts With Metlife Insurance Company For Employee Group Life Insurance And Long-Term Disability Insurance.

0-5 Resolution 04165 Authorizing Port Of Oakland Employees To Purchase Additional Service Credit In The California Public Employees Retirement System ("CALPERS") Through Pre-Tax Payroll Deduction (Contribution Code 14).

The motion to approve Items 0-1, 0-2, 0-4 and 0-5 passed by the following votes: (6) Ayes: Commissioner Ayers-Johnson, Commissioner Batarse, Vice- President Katzoff, Commissioner Kiang, Vice-President Scates and President Protopappas. (1) Absent: Commissioner Kramer.

Vice-President Scates reported on the May 28th meeting of the Audit, Budget and Finance Committee and recommended approval, by the full Board, Operation Items 0-6 and 0-7.

A motion to approve Items 0-6 and 0-7 was made by Vice-President Scates and seconded by Commissioner Kiang.

0-6 Resolution 04166 Authorizing The Purchase Of Motor Vehicles, And Finding And Determining That Certain Motor Vehicles And Equipment Owned By The Port Are No Longer Required For Port Use And Authorizing The Executive Director To Sell, Donate Or Scrap Surplus Vehicles And Equipment. MINUTES - ADJOURNED MEETING June 8, 2004

0-6 Resolution 04167 Finding And Determining That It Is In The Best Interest Of The Port To Waive Competitive Bidding And To Procure Certain Goods And Services On The Open Market For Fy04-05 And Authorizing The Executive Director To Enter Into Contracts For Same.

The motion to approve Items 0-5 and 0-6 passed by the following votes: (6) Ayes: Commissioner Ayers-Johnson, Commissioner Batarse, Vice-President Katzoff, Commissioner Kiang, Vice-President Scates and President Protopappas. (1) Absent: Commissioner Kramer.

SUMMARY ITEMS

A motion to approve the Summary Items was made by Commissioner Ayers Johnson and seconded by Vice-President Scates.

Building Permit Application

S-1 Resolution 04168 Approving Building Permit Requested By Total Terminals International, Inc.

S-2 Resolution 04169 Approving Building Permit Requested By Seaside Transportation Services LLC.

Ordinances Submitted For Second And Final Reading

S-3 Port Ordinance No. 3804 being, "An Ordinance Amending Section 8.139 Of Port Ordinance No. 867."

The motion to approve Items 5-1, S-2 and S-3 passed by the following votes: (6) Ayes: Commissioner Ayers-Johnson, Commissioner Batarse, Vice-President Katzoff, Commissioner Kiang, Vice-President Scates and President Protopappas. (1) Absent: Commissioner Kramer.

OPEN FORUM

The following individuals spoke in Open Forum: and Sanjiv Handa.

SECOND CLOSED SESSION

The Board reentered into Closed Session at 5:11 p.m.

Commissioner Kramer joined the meeting at 5:14 p.m. MINUTES - ADJOURNED MEETING June 8, 2004

ADJOURNMENT

There being no further business the Board adjourned at 5:45p.m.

John Betterton, Secret ry Boar• of Port Commissioners

JOHN PROTOPAPPAS TAY YOSHITANI President PORT OF OAKLAND Executive Director PATRICIA A. SCATES BOARD OF PORT COMMISSIONERS DAVID L. ALEXANDER First Vice President 530 Water Street • Oakland, California 94607 Port Attorney KENNETH S. KATZOFF JOHN T. BETIERTON Second Vice President Telephone: (510) 627-1100 Secretary of the Board Facsimile: (510) 763.3562 DARLENE AYERS-JOHNSON TDD: (510) 763.5730 Commissioner ANTHONY A. BATARSE, JR. E-Mail: [email protected] Commissioner WEB: www.portofoakland.com FRANK KIANG Commissioner DAVID KRAMER Commissioner MINUTES

Adjourned Meeting of the Board of Port Commissioners Tuesday, June 22, 2004 - 3:00 PM

ROLL CALL

President Protopappas called the meeting to order at 3:02 p.m., and the following Commissioners were in attendance:

Commissioner Bata me Second Vice-President Kat2nff nommissinn pr Kia no First Vice-President Scates and President Protopappas were present.

Commissioners Ayers-Johnson and Kramer were excused from the meeting.

CLOSED SESSION

The Board entered into Closed Session at 3:04 p.m. to consider the following items:

1. Conference With Legal Counsel — Anticipated Litigation. Significant exposure to litigation pursuant to subdivision (b) of Section 54956.9: (3 Matters)

2. Conference with Legal Counsel — Existing Litigation. Pursuant to subdivision (a) of Section 54956.9. Name of Cases:

City of Oakland, et al. v. Owner Operator Trucking Association, Alameda County Superior Court Case No. RG04154747

PULLED MINUTES - ADJOURNED MEETING June 22, 2004

3. Conference With Real Property Negotiator. Government Code Section 54956.8.

OPEN SESSION

President Protopappas reconvened the Board in Open Session at 4:11 p.m.

CLOSED SESSION REPORT

The Secretary of the Board reported that during Closed Session the Board had taken final action on the following:

Resolution 04170 Approving And Authorizing Execution Of A Tolling Agreement With Shell Oil Company ("Shell"), Concerning Contamination At The Shell North Field Tank Farm, At The Metropolitan Oakland International Airport ("The Site").

The motion to approve Resolution 04170 passed by the following votes: (5) Ayes: Commissioner Batarse, Vice-President Katzoff, Commissioner Kiang, Vice-President Scates and President Protopappas. (2) Absent: Commissioner Ayers-Johnson and Commissioner Kramer.

PRESIDENTS REPORT

President Protopappas (1) reported on the dedication of the Ron Cowan Parkway dedication; (2) called on Doug Sidon to present a park district resolution honoring Tay Yoshitani; and (3) reported on the visit of California State Secretary for Business, transportation and Housing, Sunne McPeak.

EXECUTIVE DIRECTORS REPORT

Executive Director Tay Yoshitani reported: (1) the City Council unanimously approved the Jack London Square Development agreement; (2) Howard Terminal will return to operation to accommodate an expansion of a joint venture between Port tenants SSA Marine and Matson Navigation; (3),on the extended visit of Mr. Yi Zhang, Deputy Director of the Port Authority of Zhanjiang, China. Mr. Zhang was in the audience; (4) The Oakland International Airport opened a new Park and Call lot on June 16th. The lot contains 50 spaces where you may park and wait for arriving passengers. He also reported a new policy, which allows customers who find a full parking lot to park at the same rate in the next available lot.

-2- MINUTES - ADJOURNED MEETING June 22, 2004

AVIATION

A motion to approve Item A-1 was made by Commissioner Kiang and seconded by Vice-President Katzoff.

A-1 Resolution 04171 Finding And Determining That It Is In The Best Interest Of The Port To Award A Contract To "ACECOMM" For Design, Installation And Maintenance Of A Telephone Billing System, Netplus, At Oakland International Airport, Oakland, California, Without Competitive Bidding And Authorizing Execution Of Contract For Such Work Based On Receipt Of ACECOMMs Informal Proposal.

The motion to approve Item A-1 passed by the following votes: (5) Ayes: Commissioner Batarse, Vice-President Katzoff, Commissioner Kiang, Vice- President Scates and President Protopappas. (2) Absent: Commissioner Ayers- Johnson and Commissioner Kramer.

COMMERCIAL REAL ESTATE

A motion to approve Items C-1, C-2, and C-3 was made by Commissioner Kiang and seconded by Vice-President Katzoff.

C-1 Resolution 04172 Approving Ferry Service Agreement Between City Of Alameda And Port Ut Oakland I o Provide berry Services I o Jack London Square.

C-2 Resolution 04173 Approving And Authorizing Execution Of A Certain License And Concession Agreement With Crowley Marine Services, Inc.

C-3 Resolution 04174 Approving And Authorizing Execution Of A Certain License And Concession Agreement With Vincent Wu And Cai Lan Liu, Individuals, Doing Business As Lanvie.

The motion to approve Items C-1, C-2 and C-3 passed by the following votes: (5) Ayes: Commissioner Batarse, Vice-President Katzoff, Commissioner Kiang, Vice-President Scates and President Protopappas. (2) Absent: Commissioner Ayers-Johnson and Commissioner Kramer.

OPERATIONS

A motion to approve Items 0-1 and 0-2 was made by President Protopappas and seconded by Vice-President Scates.

0-1 Resolution 04175 Appointing Jerry Bridges To The Position Of Executive Director.

0-2 Resolution 04176 Concerning Certain Appointment.

-3- MINUTES - ADJOURNED MEETING June 22, 2004

The motion to approve Items 0-1 and 0-2 passed by the following votes: (5) Ayes: Commissioner Batarse, Vice-President Katzoff, Commissioner Kiang, Vice-President Scates and President Protopappas. (2) Absent: Commissioner Ayers-Johnson and Commissioner Kramer.

A motion to approve Items 0-3, 0-4 and 0-5 was made by Commissioner Batarse and seconded by Vice-President Katzoff.

0-3 Resolution 04177 Finding And Determining That A Proposed Agreement With Sutterhealth At Work And Concentra Health Services At A Maximum Compensation Of $200,000 For Consulting Services Constitutes Professional, Technical And Specialized Services That Are Temporary In Nature, Waiving Competitive Bidding And Authorizing Execution Of Agreement.

The motion to approve Item 0-3 passed by the following votes: (4) Ayes: Commissioner Batarse, Vice-President Katzoff, Vice-President Scates and President Protopappas. (2) Absent: Commissioner Ayers-Johnson and Commissioner Kramer. (1) Recused: Commissioner Kiang.

A motion to approve Items 0-4, 0-5 and 0-8 was made by Commissioner Batarse and seconded by Vice-President Katzoff.

0-4 Resolution 04178 Finding And Determining That A Proposed Third Supplemental Agreement With 2Plus2 Partners, Inc. At An Additional Maximum Compensation Of $34,100 For Consulting Services Constitutes Professional, Technical And Specialized Services That Are Temporary In Nature, Waiving Competitive Bidding And Authorizing Execution Of Said Supplemental Agreement.

0-5 Port Ordinance No. being, "An Ordinance Approving And Authorizing Execution Of A Multi-Year License And Concession Agreement With Clear Channel, Inc.

0-6 PULLED: 2005. (Resolution)

0-6 was pulled on the recommendation of staff.

0-7 PULLED: June 30, 2005. (Resolution)

0-7 was pulled on the recommendation of staff. MINUTES - ADJOURNED MEETING June 22, 2004

0-8 Resolution 04179 Finding And Determining That A Proposed Third Supplemental Agreement With AON Risk Services, Inc. Of Northern California At An Additional Maximum Compensation Of $750,000 For Consulting Services Constitutes Professional, Technical And Specialized Services That Are Temporary In Nature, Waiving Competitive Bidding And Authorizing Execution Of Said Supplemental Agreement.

The motion to approve Items 0-4, 0-5 and 0-8 passed by the following votes: (5) Ayes: Commissioner Batarse, Vice-President Katzoff, Commissioner Kiang, Vice-President Scates and President Protopappas. (2) Absent: Commissioner Ayers-Johnson and Commissioner Kramer.

APPROVAL OF THE MINUTES

By consensus the Board approved the Minutes of the Regular Meeting Of May 4, 2004, Regular Meeting Of May 18, 2004, Special Meeting Of June 2, 2004 And Adjourned Regular Meeting Of June 8, 2004.

SUMMARY ITEMS

A motion to approve the Summary Items was made by Commissioner Ayers- Johnson and seconded by Vice-President Scates.

Building Permit Application

S-1 Resolution 04180 Approving Building Permit Requested By JetBlue Airways.

Ordinances Submitted For Second and Final Reading

S-2 Port Ordinance No. 3805 Being, "An Ordinance Approving And Authorizing Execution Of A Lease Amendment With United States Postal Service."

S-3 Port Ordinance No. 3806 Being, "An Ordinance Amending Section 9 Of Port Ordinance No. 3634 Relating To Charges For Use Of Facilities At Metropolitan Oakland International Airport, North Field."

S-4 Port Ordinance No. 3807 Being, "An Ordinance Approving And Authorizing Execution, Acceptance And Delivery Of Easement Documents To The San Francisco Bay Area Rapid Transit District ("BART")." MINUTES - ADJOURNED MEETING June 22, 2004

S-5 Port Ordinance No. 3808 Being, "An Ordinance Amending Port Ordinance 876 Amending Section 1.3025 Relating To Long Term Disability Insurance For Employees Of The Port Of Oakland."

The motion to approve Items S-1 through S-5 passed by the following votes: (5) Ayes: Commissioner Batarse, Vice-President Katzoff, Commissioner Kiang, Vice-President Scates and President Protopappas. (2) Absent: Commissioner Ayers-Johnson and Commissioner Kramer. OPEN FORUM

Sanjiv Handa spoke in Open Forum. SECOND CLOSED SESSION

The Board reentered Closed Session at 4:55 p.m.

Commissioner Kramer joined the meeting at 5:00 p.m. ADJOURNMENT

There being no further business the Board adjourned at 5:45p.m.

JOHN PROTOPAPPAS JERRY BRIDGES President PORT OF OAKLAND Executive Director PATRICIA A. SCATES BOARD OF PORT COMMISSIONERS DAVID L. ALEXANDER First Vice President 530 Water Street • Oakland, California 94607 Port Attorney KENNETH S. KATZOFF JOHN T. BETTERTON Second Vice President Telephone: (510) 627-1100 Secretary of the Board Facsimile: (510) 763.3562 DARLENE AYERS-JOHNSON TDD: (510) 763.5730 Commissioner ANTHONY A. BATARSE, JR. E-Mail: board(@portoakland.com Commissioner WEB: www.portofoakland.com FRANK KIANG Commissioner DAVID KRAMER Commissioner MINUTES

Regular Meeting of the Board of Port Commissioners Tuesday, July 6, 2004 - 3:00 PM

ROLL CALL

President Protopappas called the meeting to order at 3:02 p.m, and the following Commissioners were in attendance:

Commissioner Ayers-Johnson, Commissioner Batarse, Second Vice- President Katzoff, Commissioner Kiang, Commissioner Kramer, First Vice- President Scates and President Protopappas

CLOSED SESSION (3:00 P.M.)

1. Conference With Legal Counsel — Existing Litigation. Pursuant to subdivision (a) of Section 54956.9. Names of cases:

City of Oakland v. Waste Management Alameda County, Inc. et al, No. CO2-3484 CRB, U.S. District Court, Northern District of California

City of Oakland, et al. v. Owner Operator Trucking Association, Alameda County Superior Court Case No. RG04154747

J.W. Silveira, et al. v. Port of Oakland, et al., Alameda County Superior Court Case No. RG03130514

Friends of the USS Crescent City v. Port of Oakland, Alameda County-Hayward Hall of Justice Superior Court Case No. HG04158545 REGULAR MEETING July 6, 2004

2. Conference With Legal Counsel – Anticipated Litigation. Significant exposure to litigation pursuant to subdivision (b) of Section 54956.9: (2 matters)

3. Conference With Real Property Negotiator. Government Code Section 54956.8.

Property: Oakland Army Base Negotiating Parties: Port of Oakland, Oakland Base Reuse Authority, Oakland Redevelopment Agency and City Council Agency Negotiator: Executive Director, Jerry Bridges Under Negotiation: Price and Terms of Payment

4. Public Employee Performance Evaluation. Government Code Section 54957(e):

Director of Aviation

5. Conference With Labor Negotiators. Government Code Section 54957.6:

Agency Negotiator: Joseph Echelberry Employee Organizations: AFL-CIO Local 790 IBEW

OPEN SESSION u . nn P M 1

President Protopappas reconvened the Board in Open Session at 4:05 p.m.

CLOSED SESSION REPORT

The Secretary of the Board reported that during Closed Session the Board had taken final action on the following:

Resolution 04181 Approving And Authorizing The Executive Director To Execute 1) A Settlement Agreement And Release ("Settlement Agreement") With AMETEK, Inc., As Successor To Union Diesel Engine Company ("AMETEK"), 2) A Defense Funding Agreement With The Insurer Group (Defined Below) And 3) A Tolling Agreement With Cohen Industries, Inc., A Suspended California Corporation, Doing Business As Coast Iron Metal Company And Marvin Cohen ("Cohen"), All Concerning The Union Point Park Site City Of Oakland V. Waste Management Alameda County, Inc. Et Al., U.S. District Court, Northern District Of California, Case No. CO2-3484 CRB.

Resolution 04182 A Resolution Ratifying The Execution Of Settlement Agreement, Dismissal Of Lawsuit; And Authorizing And Approving Increased Expenditure Authority Of Special Counsel. REGULAR MEETING July 6, 2004

Resolution 04183 A Resolution Approving Appointment Of Special Counsel.

The motion to approve Resolutions 04181, 04182 and 04183 passed by the following votes: (7) Ayes: Commissioner Ayers-Johnson, Commissioner Batarse, Vice-President Katzoff, Commissioner Kiang, Commissioner Kramer, Vice President Scates and President Protopappas.

PRESIDENTS REPORT

President Protopappas reported on the July 4th Celebration in Jack London Square, the July 6th City Council Meeting where Tay Yoshitani would be recognized for his service, and announced the July 16th City/Port Liaison Committee Meeting.

EXECUTIVE DIRECTORS REPORT

Executive Director Jerry Bridges reported on the July 1 Maritime Security Regulation Implementation and ISO Certification for Corporate Administrative Services, Engineering and Social Responsibility.

AVIATION

A motion to approve Items A-1 through A-9 was made by Commissioner Kiang and seconded by Commissioner Ayers-Johnson.

A-1 Resolution 04184, A Resolution Accepting Federal Aviation Administration Grant Offer Under The Airport Improvement Program ("AIP") For Project No. 34 And Accepting Additional Grant Offers On Similar Terms And Conditions.

A-2 Resolution 04185, A Resolution Rejecting All Bids For Furnishing Service And Maintenance For Passenger Boarding Bridges For The Period Commencing July 1, 2004 And Ending June 30, 2005, 2006, 2007 Or 2008; Directing Return Of Bid Bonds To Bidders; And Authorizing A Re-Bid.

A-3 Resolution 04186, A Resolution Approving Plans And Project Manual For Construction Of In-Line Explosives Detection System, Building M-363, Terminal 2, South Field, Oakland International Airport, A.I.P. 3-06-0170-33, And Calling For Bids Therefor.

A-4 Resolution 04187, A Resolution Finding And Determining That A Proposed Second Supplemental Agreement With MWM/YHLA Joint Venture Architects For Consulting Services At A Maximum Compensation Of $1,050,000 Constitutes Professional, Technical And Specialized Services That Are Temporary In Nature, Waiving Competitive Bidding And Authorizing Execution Of Said Supplemental Agreement. REGULAR MEETING July 6, 2004

A-5 Resolution 04188, A Resolution Approving And Authorizing Execution Of A Certain License And Concession Agreement With Transnational Aviation Services, Inc.

A-6 Resolution 04189, A Resolution Authorizing And Approving The Contract With The Alameda County Sheriffs Department To Provide Law Enforcement And Security Services At Oakland International Airport At An Annual Cost Of $6,280,356.

Sanjiv Handa spoke on this item.

A-7 Resolution 04190, A Resolution Approving And Authorizing Execution Of A Certain License And Concession Agreement With AVEX Flight Support, Inc.

A-8 PULLED:

With An Annual Rental Of $1.00 (Doolittle Drive And Harbor Bay Parkway, North Airport) (Ordinance)

Item A-8 was pulled on the recommendation of staff.

A-9 Resolution 04191, A Resolution Approving The Submittal Of Grant Applications To Transportation Fund For Clean Air ("TFCA").

The motion to approve Items A-1 through A-9 passed by the following votes: (7) Ayes: Commissioner Ayers-Johnson, Commissioner Batarse, Vice-President Katzoff, Commissioner Kiang, Commissioner Kramer, Vice President Scates and President Protopappas.

MARITIME

A motion to approve Items M-1 and M-2 was made by Commissioner Kramer and seconded by Commissioner Batarse.

M-1 Resolution 04192, A Resolution Approving Issuance Of Change Orders To Contract With C. Overaa Co., For Construction Of Port Field Support Services Complex (HFC) Post Bid Permit Modifications, Revised Entranceway, And Value Engineering Measures.

M-2 Resolution 04193, A Resolution Approving And Authorizing Execution Of A Proposed Lease With GSC Logistics, Inc.

Port Ordinance No. , Being, "An Ordinance Approving The Extension Of The Term Of A Lease With GSC Logistics, Inc.

REGULAR MEETING July 6, 2004

The motion to approve Items M-1 and M-2 passed by the following votes: (7) Ayes: Commissioner Ayers-Johnson, Commissioner Batarse, Vice- President Katzoff, Commissioner Kiang, Commissioner Kramer, Vice President Scates and President Protopappas.

OPERATIONS

President Protopappas made the recommendation to take Items 0-10 through 0-12 first, due to the number of public speakers on those items.

A presentation on the budget was made by Judith Blackwell.

Sanjiv Honda spoke on Item 0-12.

A motion to approve Items 0-10, 0-11 and 0-12 was made by Vice- President Scates and seconded by Commissioner Kiang. Vice-President Scates made special note that the motion did not include approval of a 4% COLA.

0-10 Resolution 04199, A Resolution Approving The Capital Budget For The Capital Improvement Program For Fiscal Year 2004-2005. 0-11

The motion to approve Items 0-10 and 0-11 passed by the following votes: (7) Ayes: Commissioner Ayers-Johnson, Commissioner Batarse, Vice-President Katzoff, Commissioner Kiang, Commissioner Kramer, Vice President Scates and President Protopappas.

0-12 Resolution 04200, A Resolution Approving Annual Operating Budget And Authorizing The Expenditure Of Certain Moneys Of The Port Of Oakland For The Fiscal Year 2004-2005.

The motion to approve Item 0-12 passed by the following votes: (6) Ayes: Commissioner Ayers-Johnson, Commissioner Batarse, Vice-President Katzoff, Commissioner Kiang, Vice-President Scates and President Protopappas. (1) No: Commissioner Kramer.

A motion to approve Items 0-1 through 0-9 was moved by Commissioner Ayers-Johnson and seconded by Commissioner Kramer.

REGULAR MEETING July 6, 2004

0-1 Resolution 04194, A Resolution Awarding Contract For Performing Emergency Spill Response And Handling Hazardous And Contaminated Materials At The Port Of Oakland Maritime And Aviation Construction Sites For The Period Commencing July 1, 2004 And Ending June 30, 2005, 2006 Or 2007, To Dillard Trucking, Inc., A California Corporation dba Dillard Environmental Services, In The Amount Of $500,000, Fixing The Amount Of Bonds, And Rejecting All Other Bids.

0-2 Resolution 04195, A Resolution Adopting Renewables Portfolio Standard For Electric Power Purchased By Port For Resale.

0-3 Resolution 04196, A Resolution Finding And Determining That A Proposed Agreement With Elation Systems At A Maximum Compensation Of $150,000 For Consulting Services Constitutes Professional, Technical And Specialized Services That Are Temporary In Nature, Waiving Competitive Bidding And Authorizing Execution Of Agreement.

0-4 Resolution 04197, A Resolution Approving Layoffs In Accordance With The Proposed Operating Budget For Fiscal Year 2004-2005.

Sanjiv Handa, Nancy Watson, Western Council of Engineers, Jill Borner-Brown and Alfonso Loera spoke on Item 0-4.

0-5 Port Ordinance No. Being, "An Ordinance Amending Section 5.04 And Deleting Section 11.0265 Of Port Ordinance No. 867."

0-6 Port Ordinance No. Being, "An Ordinance Amending Section 7.022 And Deleting Section 11.0264 Of Port Ordinance No. 867."

0-7 Port Ordinance No. Being, "An Ordinance Amending Section 6.032 Of Port Ordinance No. 867."

0-8 Port Ordinance No. Being, "An Ordinance Amending Section 10.019 And Deleting Section 10.073 Of Port Ordinance No. 867."

0-9 Resolution 04198, A Resolution Terminating Certain Appointment.

Sanjiv Handa spoke on Item 0-9.

The motion to approve Items 0-1, 0-2, 0-3, 0-5, 0-6, 0-7, 0-8 and 0-9 passed by the following votes: (7) Ayes: Commissioner Ayers-Johnson, Commissioner Batarse, Vice-President Katzoff, Commissioner Kiang, Commissioner Kramer, Vice President Scates and President Protopappas. REGULAR MEETING July 6, 2004

The motion to approve Item 0-4 passed by the following votes (6) Ayes: Commissioner Ayers-Johnson, Commissioner Batarse, Vice-President Katzoff, Commissioner Kiang, Vice-President Scates and President Protopappas. (1) No: Commissioner Kramer.

APPROVAL OF THE MINUTES

The Minutes of the Regular meeting of June 22, 2004 were deferred.

SUMMARY ITEMS

A motion to approve the Summary Item was made by Commissioner Ayers-Johnson and seconded by Commissioner Kramer.

Ordinances Submitted For Second And Final Reading

S-1 Port Ordinance No. 3809 Being, "An Ordinance Approving And Authorizing Execution Of A Multi-Year License And Concession Agreement With Clear Channel, Inc."

The motion to approve Summary Item S-1 passed by the following vote: (7) Ayes: Commissioner Ayers-Johnson, Commissioner Batarse, Vice- President Katzoff, Commissioner Kiang, Commissioner Kramer, Vice President Scates and President Protopappas.

ELECTION OF OFFICERS:

The election of new officers for the coming year were as follows:

President: Patricia A. Scates 1 st Vice President: Frank Kiang 2nd Vice President: Anthony A. Batarse, Jr.

Sanjiv Handa spoke on the Election of Officers.

A motion to approve the Election of Officers passed by the following vote: (7) Ayes: Commissioner Ayers-Johnson, Commissioner Batarse, Vice-President Katzoff, Commissioner Kiang, Commissioner Kramer, Vice President Scates and President Protopappas.

OPEN FORUM

The following individuals spoke in Open Forum: Sanjiv Handa and Curtis Smothers. REGULAR MEETING July 6, 2004

ADJOURNMENT

There being no further business, the Board adjourned at 5:35 p.m.

Cheryl riedman, Assistant Secretary Board of Port Commissioners

JOHN PROTOPAPPAS JERRY BRIDGES President PORT OF OAKLAND Executive Director PATRICIA A. SCATES BOARD OF PORT COMMISSIONERS DAVID L. ALEXANDER First Vice President 530 Water Street • Oakland, California 94607 Port Attorney KENNETH S. KATZOFF JOHN T. BETTERTON Second Vice President Telephone: (510) 627-1100 Secretary of the Board Facsimile: (510) 763.3562 DARLENE AYERS-JOHNSON TDD: (510) 763.5730 Commissioner ANTHONY A. BATARSE, JR. E-Mail: boardportoakland.com Commissioner WEB: www.portofoakland.com FRANK KIANG Commissioner DAVID KRAMER Commissioner MINUTES

Regular Meeting of the Board of Port Commissioners Tuesday, July 20, 2004 - 3:00 PM

ROLL CALL

President Protopappas called the meeting to order at 3:04 pm.

Commissioner Ayers-Johnson, Commissioner Batarse, Second Vice-President Katzoff, Commissioner Kiang, Commissioner Kramer, First Vice-President Scates and President Protopappas were all in attendance.

CLOSED SESSION

Then Board entered into closed session at 3:06 pm.

1. Conference With Legal Counsel – Existing Litigation. Pursuant to subdivision (a) of Section 54956.9. Name of case:

Friends of the USS Crescent City v. Port of Oakland, Alameda County-Hayward Hall of Justice Superior Court Case No. HG04158545

2. Conference With Legal Counsel – Anticipated Litigation. Significant exposure to litigation pursuant to subdivision (b) of Section 54956.9: (2 matters)

3. Conference With Real Property Negotiator. Government Code Section 54956.8.

Property: Oakland Army Base Negotiating Parties: Port of Oakland, Oakland Base Reuse Authority, Oakland Redevelopment Agency and City Council Agency Negotiator: Executive Director, Jerry Bridges Under Negotiation: Price and Terms of Payment MINUTES - REGULAR MEETING July 20, 2004

4. Conference With Labor Negotiators. Government Code Section 54957.6:

Agency Negotiator: Joseph Echelberry Employee Organizations: IBEW Local 1245

CLOSED SESSION REPORT

The Secretary of the Board reported that no final action had been taken during the Closed Session, but that the Closed Session Agenda had not been concluded and would be continued after Open Forum.

OPEN SESSION

President Protopappas reconvened the Board in Open Session at 4:05 pm.

RATIFY ELECTION OF OFFICERS:

A motion to ratify the election of the following officer was made by Commissioner Katzoff and seconded by Commissioner Ayers-Johnson:

President: Patricia A. Scates 1 st Vice President: Frank Kiang 2 nd Vice President: Anthony A. Batarse, Jr.

Secretary of the Board: John Betterton Assistant Secretary of the Board: Cheryl Friedman

Resolution 04201 Declaring Election Of Officers At The Board Meeting of July 6, 2004.

The motion to approve Resolution 04201 passed by the following votes: (7) Ayes: Commissioner Ayers-Johnson, Commissioner Batarse, Vice-President Katzoff, Commissioner Kiang, Commissioner Kramer, Vice-President Scates and President Protopappas.

The Commissioners expressed their gratitude to President Protopappas, Vice- President Scates Vice-President Katzoff for there leadership over the past year.

PRESIDENTS REPORT

President Scates reported that she had attended the 4th Annual Small Business Conference sponsored by Councilman Larry Reid. She gave a luncheon address, to 500 attendees, on Turner Construction and progress on the Airports Terminal Expansion Project. MINUTES - REGULAR MEETING July 20, 2004

EXECUTIVE DIRECTORS REPORT

Executive Director Jerry Bridges reported that Southwest Airlines was adding additional flights and new destinations. He thanked the Airport Staff and Southwest Airlines.

Director Bridges also announced that the next Good Neighbor breakfast will be held on July 21st.

AIRPORT

A motion to approve Item A-1 was made by Vice-President Kiang and seconded by Commissioner Katzoff.

A-1 Resolution 04202 Approval Of License And Concession Agreement With Flight Watch USA, LLC With A Monthly Rental Of $679.11 (7843 Earhart Road, North Airport).

The motion to approve Resolution 04202 passed by the following votes: (7) Ayes: Commissioner Ayers-Johnson, Vice-President Batarse, Commissioner Katzoff, Vice-President Kiang, Commissioner Kramer, Commissioner Protopappas and President Scates.

MARITIME

July 15th Maritime Committee Report

Commissioner Kramer reported that the July 15th Maritime Committee had recommended to the full Board Items M-1 through M-2.

A motion to approve Items M-1 through M-3 was made by Commissioner Kramer and seconded by Vice-President Batarse.

M-1 Port Ordinance No. , Recommendation To Approve And Authorize Execution Of A Non-Exclusive Preferential Assignment Agreement With Evergreen Marine Corporation (Taiwan) Ltd. For Berth 34 Terminal Yard Facilities At An Initial Annual Rate Of $550,000. MINUTES - REGULAR MEETING July 20, 2004

M-2 Resolution 04203 Authorization For Moffatt Nichol Engineers To Provide Complete Design And Construction Support Services, American President Lines (APL) Yard Reconfiguration, APL Terminal, Middle Harbor, In The Remaining Amount Of $2,170,000.

During the discussion of M-2 the Director of Engineering, Jerry Serventi, reported that the item had previously been held by the Board which had requested that the preferential assignment be signed prior to coming back before the full Board. He stated that while the assignment had not been signed it was expected shortly.

M-3 Resolution 04204 Approval To Reimburse The East Bay Municipal Utility District (EBMUD) For Additional Construction Costs Associated With The Relocation Of The Force Main And Gravity Sanitary Sewer That Served The Former Alameda Naval Air Station.

The motion to approve Items M-1 through M-3 passed by the following votes: (7) Ayes: Commissioner Ayers-Johnson, Vice-President Batarse, Commissioner Katzoff, Vice-President Kiang, Commissioner Kramer, Commissioner Protopappas and President Scates.

OPERATIONS

Audit, Budget Finance

A motion to approve Item 0-1 was made by Vice-President Batarse and seconded by Vice-President Kiang.

0-1 Resolution 04205 - Declaration Of Surplus Equipment And Ratification Of Disposition Of Surplus Equipment (Savings Of $80,310.)

The motion to approve Item 0-1 passed by the following votes: (7) Ayes: Commissioner Ayers-Johnson, Vice-President Batarse, Commissioner Katzoff, Vice-President Kiang, Commissioner Kramer, Commissioner Protopappas and President Scates.

July 16th City/Port Liaison Committee Report

Commissioner Katzoff reported on the July 16th City/Port Liaison Committee Meeting MINUTES - REGULAR MEETING July 20, 2004

SUMMARY ITEMS

A motion to approve Summary Items 0-1 through 0-7 was made by Commissioner Kramer and seconded by Commissioner Protopappas.

Building Permit Applications

S-1 Resolution 04206 - America West Airlines, #1 Airport Drive, Building M101 M102, interior tenant improvements to ticket counters, airline ticket office, baggage service office and operations area within Terminal 1. The work includes installation of self- ticketing kiosks in front of the ticket counters and installation of wide area and local area networks in the tenants offices. The work will include related electrical work. This project has been determined to be exempt from the requirements of the California Environmental Quality Act pursuant to Class 1, Section 15301(a). Valuation of work: $43,000.

S-2 Resolution 04207 - Oakland Fuel Facilities Corp. McGuire and Hester Contractors, Inc. Aircraft parking slot G, Oakland International Airport. Repairs to the South Airport hydrant fuel system consisting of the replacement of two failed vaults, installation of value assemblies, and restoration of pavement in the area of the work. The project includes related electrical and mechanical work and proper disposal of fuel and soil. This project has been determined to be exempt from the requirements of the California Environmental Quality Act pursuant to Class 1, Section 25301 and Class 2, Section 15302. Valuation of work: $365,000.

Ordinances Submitted For Second And Final Reading

S-3 Port Ordinance No. 3810 Being, "An Ordinance Approving The Extension Of The Term Of A Lease With GSC Logistics, Inc."

S-4 Port Ordinance No. 3811 Being, "An Ordinance Amending Section 5.04 And Deleting Section 11.0265 Of Port Ordinance No. 867."

S-5 Port Ordinance No. 3812 Being, "An Ordinance Amending Section 7.022 And Deleting Section 11.0264 Of Port Ordinance No. 867."

S-6 Port Ordinance No. 3813 Being, "An Ordinance Amending Section 6.032 Of Port Ordinance 867." MINUTES - REGULAR MEETING July 20, 2004

S-7 Port Ordinance No. 3814 Being, "An Ordinance Amending Section 10.019 And Deleting Section 10.073 Of Port Ordinance No. 867."

The motion to approve Summary Items S-1 through S-7Resolution 04202 passed by the following votes: (7) Ayes: Commissioner Ayers-Johnson, Vice-President Batarse, Commissioner Katzoff, Vice-President Kiang, Commissioner Kramer, Commissioner Protopappas and President Scates.

OPEN FORUM

Sanjiv Handa spoke in Open Forum.

SECOND CLOSED SESSION

President Scates reconvened the Board in Closed Session at 4:37p.m.

ADJOURNMENT

There being no further business the Board adjourned at 5:00 pm.

Jowl tietterton, secretary BcArd of Port Commissioners

PATRICIA A. SCATES JERRY BRIDGES President PORT OF OAKLAND Executive Director FRANK KIANG BOARD OF PORT COMMISSIONERS DAVID L. ALEXANDER First Vice President 530 Water Street • Oakland, California 94607 Port Attorney ANTHONY A. BATARSE, JR. JOHN T. BETTERTON Second Vice President Telephone: (510) 627-1100 Secretary of the Board DARLENE AYERS-JOHNSON Facsimile: (510) 763.3562 TDD: (510) 7615730 Commissioner KENNETH KATZOFF E-Mail: boardOportoakland.com Commissioner WEB: www.portofoakland.com DAVID KRAMER Commissioner JOHN PROTOPAPPAS MINUTES Commissioner

Regular Meeting of the Board of Port Commissioners Tuesday, August 3, 2004 - 3:00 PM

ROLL CALL

President Scates called the meeting to order at 3:02 p.m, and the following Commissioners were in attendance:

Commissioner Avers-Johnson Senond Vine-President Rafarse Commissioner Katzoff, First Vice-President Kiang, Commissioner Kramer, and President Scates. Commissioner Protopappas was absent.

CLOSED SESSION (3:00 P.M.)

1. Conference With Legal Counsel – Existing Litigation. Pursuant to subdivision (a) of Section 54956.9. Names of cases:

City of Oakland et al. v. Owner Operator Trucking Association, Alameda County Superior Court Case No. RG04154747

Pacific Coast Building Products v. Lumbermen Mutual Casualty Company, Alameda County Superior Court Case No. 2001-024620

2. Conference With Legal Counsel – Anticipated Litigation. Significant exposure to litigation pursuant to subdivision (b) of Section 54956.9: (2 matters)

3. Conference With Real Property Negotiator. Government Code Section 54956.8. REGULAR MEETING August 3, 2004

Agency Negotiator: Executive Director, Jerry Bridge Under Negotiation: e ••

4. Public Employee Discipline/Dismissal/Release. Government Code Section 54957.

OPEN SESSION (4:00 P.M.)

President Scates reconvened the Board in Open Session at 4:09 p.m.

CLOSED SESSION REPORT

The Secretary of the Board reported that during Closed Session the Board had taken final action on the following:

Resolution 04208 A Resolution Authorizing And Approving Retention Of Special Counsel.

The motion to approve Resolution 04208 passed by the following votes: (6) Ayes: Commissioner Ayers-Johnson, Vice-President Batarse, Commissioner Katzoff, Vice-President Kiang, Commissioner Kramer and President Scates. (1) Absent: Commissioner Protopappas.

PRESIDENTS REPORT

President Scates reported on the July 24th service at Allen Temple where Port leaders were introduced, and the July 29th Turner Construction reception for Port officials.

EXECUTIVE DIRECTORS REPORT

Executive Director Jerry Bridges reported on the July 21 st Congressional Staff Visit and tour; Black Expo 2004; The 9 th Annual Business Awards Gala, and announced a test of the emergency preparedness exercise taking place on August 5th.

AVIATION

A motion to approve Items A-1 through A-8 was made by Commissioner Katzoff and seconded by Commissioner Ayers-Johnson.

A-1 Resolution 04210, A Resolution Approving And Authorizing Execution Of A Certain License And Concession Agreement With Lloyd W. Aubrey Co., Inc. REGULAR MEETING August 3, 2004

A-2 Port Ordinance No. , Being, "An Ordinance Approving And Authorizing Execution Of A Lease With The United States Of America For The Operation Of Remote Transmitter/Receiver Facility (Vicinity Of Port Building L-904, North Airport.)"

A-3 Resolution 04211, A Resolution Approving And Authorizing Execution Of Certain Agreement To Extend Right-Of-Entry And Indemnity Agreement With United States Postal Service.

A-4 Resolution 04212, A Resolution Approving Consent To Assignment Of Rights From Endymion Systems, Inc. To Soluziona USA For A Certain Existing Consultant Agreement.

A-5 Port Ordinance No. , Being, "An Ordinance Amending Port Ordinance No. 3648 To Permit Pilot Programs For Ground Transportation, Authorizing An On-Demand Limousine Service Pilot Program And Authorizing The Approval And Execution Of A Space Use Agreement With Zinnia Limousine And Sedan Company."

A-6 Resolution 04213, A Resolution Accepting Federal Aviation Administration ("FAA") Airport Improvement Program ("AIP") AIP-25 Grant Amendment No. 1; Ratifying The Acceptance Of FAA Grant Offer For AIP-35; Accepting FAA Grant Offer For AIP-36; And Amendment To Board Of Port Commissioners Resolution No. 04184 Authorizing Acceptance Of Additional Grant Offers Based On The Terms And Conditions Contained In Either AIP-34, AIP-35 Or AIP-36.

A-7 Resolution 04214, A Resolution Approving Plans And Project Manual For Construction Of Security System On Taxiway B Overpass, North Field, Oakland International Airport, AIP No. 3-06-0170-32, And Calling For Bids Therefore.

A-8 Resolution 04215, A Resolution Finding And Determining That A Proposed Second Supplemental Agreement With Carter Burgess, Inc. At An Additional Maximum Compensation Of $270,000 For Consulting Services Constitutes Professional, Technical And Specialized Services That Are Temporary In Nature, Waiving Competitive Bidding And Authorizing Execution Of Said Supplemental Agreement.

Sanjiv Handa spoke on the above items.

The motion to approve Items A-1 through A-8 passed by the following votes: (6) Ayes: Commissioner Ayers-Johnson, Vice-President Batarse, Commissioner Katzoff, Vice-President Kiang, Commissioner Kramer and President Scates. (1) Absent: Commissioner Protopappas. REGULAR MEETING August 3, 2004

MARITIME

A motion to approve Items M-1 through M-7 was made by Commissioner Kramer and seconded by Commissioner Batarse.

M-1 Resolution 04216, A Resolution Approving And Authorizing Execution Of An Amendment To Agreement With Montezuma Wetlands, LLC (Disposal Of Dredged Material At The Montezuma Wetlands Restoration Project Site.)

M -2 Resolution 04217, A Resolution Approving And Authorizing The Advancement Of Funds To The Federal Government For Deepening Of The Oakland Harbor Channels To An Interim Channel Depth Of -46 Feet And Amending The Project Cooperation Agreement With The Department Of The Army For Construction Of The Oakland Harbor Navigation Improvement (-50 Foot) Project.

M -3 Resolution 04218, A Resolution Approving Negotiation And Execution Of Change Orders To Contract With Manson Construction Co. (220319) For The Berth 22 Wharf Replacement Project For The Costs Associated With The Dredged, Petroleum Laden Material.

M -4 Resolution 04219, A Resolution Finding And Determining That A Proposed Agreement With Inspection Services, Inc., At A Maximum Compensation Of $200,000 Annually For Consulting Services Constitutes Professional, Technical And Specialized Services I hat Are I emporary In Nature, Waiving competitive Bidding And Authorizing Execution Of Agreement.

Resolution 04220, A Resolution Finding And Determining That A Proposed Agreement With Testing Engineers, Inc., At A Maximum Compensation Of $200,000 Annually For Consulting Services Constitutes Professional, Technical And Specialized Services That Are Temporary In Nature, Waiving Competitive Bidding And Authorizing Execution Of Agreement.

M -5 Resolution 04221, A Resolution Approving And Ratifying Amount Exceeding The Purchase Order Contract Limits To Contract(s) With Christie Constructors, Inc., For Emergency Repairs To Port Of Oakland Cranes, At A Cost Of $16,346.50.

M -6 Resolution 04222, A Resolution Approving And Authorizing Execution Of An Amendment To The Covenant To Restrict Use Of Property ("CRUP Amendment") And An Agreement, Operation And Maintenance ("0 M Agreement"), Both With The State Department Of Toxic Substances Control ("DTSC"); Concerning The Charles P. Howard Terminal ("Howard Terminal").

REGULAR MEETING August 3, 2004

M-7 Resolution 04223, A Resolution Approving, Accepting And Authorizing The Executive Director, Or His Designee To Sign All Permits Issued For The Berths 35-37 Wharf Embankment And Strengthening Program By The San Francisco Bay Conservation And Development Commission And The United States Army Corps Of Engineers, And To Accept The Terms Of The Water Quality Certification Issued By The San Francisco Regional Water Quality Control Board, And Authorizing Implementation Expenditures Up To $320,000.

M-8 PULLED: Recommendation To Approve And Authorize Execution Of Non

Ltd. (APL) For Berths 60 63, At An Initial Annual Revenue Level Of $6.8 Million (Ordinance).

Item M-8 was pulled on the recommendation of staff.

The motion to approve Items M-1 through M-7 passed by the following votes: (6) Ayes: Commissioner Ayers-Johnson, Vice-President Batarse, Commissioner Katzoff, Vice-President Kiang, Commissioner Kramer and President Scates. (1) Absent: Commissioner Protopappas.

OPERATIONS

A motion to approve Items 0-1 through 0-6 and 0-8 was made by Commissioner Ayes-Johnson and seconded by Commissioner Kramer.

0-1 Resolution 04224, A Resolution Appointing Wilson Lacy To The Position Of Director Of Maritime.

Executive Director Jerry Bridges introduced Mr. Lacy and expounded on his background.

0-2 Resolution 04225, A Resolution Finding And Determining That A Proposed Agreement With Corvel Corporation At A Maximum Compensation Of $100,000 For Consulting Services Constitutes Professional, Technical And Specialized Services That Are Temporary In Nature, Waiving Competitive Bidding And Authorizing Execution Of Agreement.

0-3 Resolution 04226, A Resolution Finding And Determining That A Proposed Agreement With Dynamic Networking Solutions (DNS) At A Maximum Compensation Of $60,000 For Consulting Services Constitutes Professional, Technical And Specialized Services That Are Temporary In Nature, Waiving Competitive Bidding And Authorizing Execution Of Agreement. REGULAR MEETING August 3, 2004

Resolution 04227, A Resolution Finding And Determining That A Proposed Agreement With Cisco Systems, Inc., At A Maximum Compensation Of $50,000 For Consulting Services Constitutes Professional, Technical And Specialized Services That Are Temporary In Nature, Waiving Competitive Bidding And Authorizing Execution Of Agreement.

Resolution 04228, A Resolution Finding And Determining That A Proposed Agreement With Hewlett Packard Company (HP) At A Maximum Compensation Of $60,000 For Consulting Services Constitutes Professional, Technical And Specialized Services That Are Temporary In Nature, Waiving Competitive Bidding And Authorizing Execution Of Agreement.

Resolution 04229, A Resolution Finding And Determining That A Proposed Agreement With SBC Communications, Inc. (SBC) And Nortel Networks Corporation At A Maximum Compensation Of $290,000 For Consulting Services Constitutes Professional, Technical And Specialized Services That Are Temporary In Nature, Waiving Competitive Bidding And Authorizing Execution Of Agreement.

Resolution 04230, A Resolution Finding And Determining That A Proposed Agreement With GEAC Computer Corporation, Ltd. (GEAC) At A Maximum Compensation Of $130,000 For Consulting Services Constitutes Professional, T n Inn I Anrl C n I I-ynnl •Innn -1- 1-tn+ A rn Trsrnnesrnn,10,4. 11,n. IA ,;net Competitive Bidding And Authorizing Execution Of Agreement.

Resolution 04231, A Resolution Finding And Determining That A Proposed Agreement With Compucom Systems, Inc. (COMPUCOM) At A Maximum Compensation Of $150,000 For Consulting Services Constitutes Professional, Technical And Specialized Services That Are Temporary In Nature, Waiving Competitive Bidding And Authorizing Execution Of Agreement.

0-4 Resolution 04232, A Resolution Finding And Determining That A Proposed First Supplemental Agreement With General Networks Corporation At An Additional Maximum Compensation Of $309,000 For Consulting Services Constitutes Professional, Technical And Specialized Services That Are Temporary In Nature, Waiving Competitive Bidding And Authorizing Execution Of Said Supplemental Agreement.

0-5 Resolution 04233, A Resolution Finding And Determining That A Proposed Supplemental Agreement With Geoff Dorn At A Maximum Compensation Of $60,000 For Consulting Services Constitutes Professional, Technical And Specialized Services That Are Temporary In Nature, Waiving Competitive Bidding And Authorizing Execution Of Said Supplemental Agreement.

REGULAR MEETING August 3, 2004

0-6 Resolution 04234, A Resolution Finding And Determining That Three Proposed Agreements For The Commission Of Artwork For The Oakland International Airport Constitute Professional, Technical And Specialized Services That Are Temporary In Nature, Waiving Competitive Bidding And Authorizing Execution Of Agreements For The Artwork, As Follows: With Alan Rath For Commission Of Artwork For The Escalator Wall At Terminal 2, Total Cost Not To Exceed $100,000; With Joyce Hsu For Commission Of A Sculpture For The Parking Garage, East Plaza, Total Cost Not To Exceed $300,000; And With Hung Liu For Commission Of Artwork For The Window In Terminal 2, Total Cost Not To Exceed $240,000.

0-7 PULLED: Approval of Port of Oakland standard contract provisions. {-Res-GI-44R}

0-8 Resolution 04235, A Resolution Approving Consent To Assignment Of Rights From Foss Environmental Services, Inc. Of The Contract For Performing Emergency Spill Response Or Emergency Repairs In A Hazardous Environment For Port Of Oakland Facilities, For The Period Commencing July 1, 2003, And Ending June 30, 2004, 2005 Or 2006, Oakland, California, To NRC Environmental Services, Inc.

Sanjiv Handa spoke on the above items.

The motion to approve Items 0-1 through 0-6 and 0-8 passed by the following votes: (6) Ayes: Commissioner Ayers-Johnson, Vice-President Batarse, Commissioner Katzoff, Vice-President Kiang, Commissioner Kramer and President Scates. (1) Absent: Commissioner Protopappas.

A motion to approve Item 0-9 was made by Vice-President Kiang and seconded by Vice-President Batarse.

0-9 Resolution 04236, A Resolution Finding And Determining That A Proposed Agreement With Grigsby Associates, Inc. Annually For Consulting Services Constitutes Professional, Technical And Specialized Services That Are Temporary In Nature, Waiving Competitive Bidding And Authorizing Execution Of Agreement, And Authorizing The Chief Financial Officer To Hire Said Firm And Obtain Other Financial Advisory Services Up To A Budgeted Amount Of $250,000.

Sanjiv Handa spoke on the above item.

The motion to approve Item 0-9 passed by the following votes: (6) Ayes: Commissioner Ayers-Johnson, Vice-President Batarse, Commissioner Katzoff, Vice-President Kiang, Commissioner Kramer and President Scates. (1) Absent: Commissioner Protopappas. REGULAR MEETING August 3, 2004

APPROVAL OF THE MINUTES

Approval of the Minutes of the Adjourned Regular Meeting of June 22, 2004, the Regular Meeting of July 6, 2004, and the Regular Minutes of July 20, 2004 were deferred.

SUMMARY ITEMS

A motion to approve the Summary Items was made by Commissioner Kramer and seconded by Commissioner Ayers-Johnson.

S-1 Resolution 04237, A resolution approving building permit requested by Unicold Corporation.

Ordinances Submitted For Second And Final Reading

S-2 Port Ordinance No. 3815 Being, "An Ordinance Authorizing And Approving The Execution Of Non-Exclusive Preferential Assignment Agreement With Evergreen Marine Corp. (Taiwan) Ltd. (Berth 34 Terminal Yard Facilities.)

The motion to approve Summary Items S-1 and S-2 passed by the following votes: (6) Ayes: Commissioner Ayers-Johnson, Vice-President Batarse, Commissioner Katzoff, Vice-President Kiang, Commissioner Kramer and President Scates. (1) Absent: Commissioner Protopappas.

OPEN FORUM

Sanjiv Handa spoke in Open Forum.

CONTINUATION OF CLOSED SESSION

President Scates reconvened the Board in Closed Session at 5:16 p.m. to complete consideration of the Closed Session agenda.

ADJOURNMENT

There being no further business, the Board adjourned.

Cheryl Friedman, Assistant Secretary Board of Port Commissioners

PATRICIA A. SCATES JERRY BRIDGES President PORT OF OAKLAND Executive Director FRANK KIANG BOARD OF PORT COMMISSIONERS DAVID L. ALEXANDER First Vice President 530 Water Street • Oakland, California 94607 Port Attorney ANTHONY A. BATARSE, JR. JOHN T. BETTERTON Second Vice President Telephone: (510) 627-1100 Secretary of the Board Facsimile: (510) 763.3562 DARLENE AYERS-JOHNSON TDD: (510) 763.5730 Commissioner KENNETH KATZOFF E-Mail: boardftdortoakland.com Commissioner WEB: www.portofoakland.com DAVID KRAMER Commissioner JOHN PROTOPAPPAS Commissioner MINUTES

Regular Meeting of the Board of Port Commissioners Tuesday, October 5, 2004 - 3:00 p.m.

ROLL CALL

President Scates called the meeting to order at 3:10 p.m., and the following Commissioners were in attendance:

Commissioner Ayers-Johnson, Second Vice-President Batarse, Commissioner Katzoff, Commissioner Kramer, Commissioner Protopappas, and President Scates.

First Vice-President Kiang was excused.

CLOSED SESSION (3:00 P.M.)

1. CONFERENCE WITH LEGAL COUNSEL — EXISTING LITIGATION. Pursuant to subdivision (a) of Section 54956.9. Names of cases:

Pacific Coast Building Products v. Lumbermen Mutual Casualty Company, Alameda County Superior Court Case No. 2001-024620

2. CONFERENCE WITH LEGAL COUNSEL — ANTICIPATED LITIGATION. Significant exposure to litigation pursuant to subdivision (b) of Section 54956.9: (5 Matters)

3. CONFERENCE WITH REAL PROPERTY NEGOTIATOR. Government Code Section 54956.8.

4. PUBLIC EMPLOYEE DISCIPLINE/DISMISSAL/RELEASE. Government Code Section 54957.

OPEN SESSION

President Scates convened the Board in Open Session 4:05 pm.

CLOSED SESSION REPORT

The Port Attorney reported that during Closed Session the Board had taken no final action, and that a second Closed Session would be required after Open Forum.

PRESIDENTS REPORT

President Scates reported on the recent trade promotion and business develop mission to Asia. She, Vice-Presidents Kiang and Batarse, Executive Director Bridges and Maritime Director Lacy visited customers in Japan, Taiwan, Hong Kong and Singapore.

President Scates also reported on the September 18th Grand Opening of Middle Harbor Shoreline Park.

EXECUTIVE DIRECTORS REPORT

Executive Director, Jerry Bridges, reported that a delegation from our Sister Port in Ghana had been visiting the Port. He called on the Chief Engineer John Aidoo to introduce the visitors.

The Director of the Port of Takoradi, Nestor Galley, addressed the Board and introduced his eight member delegation.

Additionally the Executive Director reported on the following:

• Visit and tour of Port facilities by State Asssemblymembers • Award of 1.2 million dollar grant from the Homeland Security Department • Award for "Best Practices in Communications" from the American Association of Port Authorities

AIRPORT

September 27th Aviation Committee Report

Commissioner Katzoff reported that the September 27 th Aviation Committee had recommended for consideration by the full Board Items A-1 through A-16.

A public speaker, Sanjiv Handa, spoke on the Aviation Committee Report.

-2- Regular Meeting October 5, 2004

A motion to approve Items A-1 through A-10 and A-12 through A-16 was made by Commissioner Katzoff and seconded by Commissioner Ayers-Johnson.

A-1 Resolution 04265, Approval Of A License And Concession Agreement With United Air Lines, Inc. For The Operation Of A Passur Passive Radar System For An Annual Rental Of $37,800 At The Aircraft Rescue Fire Fighting Facility (7501 Air Cargo Road, South Airport).

A-2 Resolution 04266, Approval Of License And Concession Agreement With United Parcel Service, Inc. For The Operation Of An Air Cargo Transport And Sorting Facility For A One- Year Term With A Monthly Rental Of $111,385.44 (112 Alan Shepard Way, South Airport.

A-3 Resolution 04267, Approval Of Second Agreement To Extend Right-Of-Entry And Indemnity Agreement With The San Francisco Bay Area Rapid Transit District For No Consideration (Adjacent To Airport Drive, South Airport)

A-4 First Reading Of An Ordinance Approving A Lease With The United States Of America For The Operation Of A Precision Approach Path Indicator Light System With A Monthly Rental Of $0.00 (Vicinity Of Runway 27R, North Airport)

A-5 Resolution 04268, Approval Of License And Concession Agreement With Huntleigh USA Corporation For Skycap And Security Checkpoint Ticket Reading Services For A One- Year Term With A Monthly Rental Of $250 Or 10% Of Gross Revenues, Whichever Is Greater (#1 Airport Drive, South Airport.

A-6 Resolution 04269, Approval Of License And Concession Agreement With Pacific Western Aviation Oakland, LLC For Passenger And Ground Handling Services For A One-Year Term With A Monthly Rental Of $250 Or 10% Of Gross Revenues, Whichever Is Greater (#1 Airport Drive, South Airport).

A-7 Resolution 04270, Approval Of License And Concession Agreement With Oakland Flyers, LLC With A Monthly Rental Of $2,199.45 (8135 Earhart Road, North Airport).

A-8 Resolution 04271, Approval Of First Amendment To Agreement For Operation And Maintenance Of Aviation Fuel Facilities At Oakland International Airport With Oakland Fuel Facilities Corporation At A Monthly Payment ("Compensation") Of $624,777 (Facilities Located Throughout The South Airport).

A-9 Resolution 04272, Authorization To Execute A Professional Services Agreement With Jacobs Consultancy Inc. (Doing Business As Leigh Fisher Associates) To Provide Concession Planning And Consulting Services At Oakland International Airport For An Amount Not To Exceed $100,000 Regular Meeting October 5, 2004

A-10 Resolution 04273, Authorization To Execute A Professional Services Agreement With URS Corporation To Provide Aviation Planning And Preliminary Engineering Consulting Services For An Amount Not To Exceed $300,000 To Evaluate Sub-Standard Runway Safety Areas (RSAs) At Oakland International Airport, And Identify And Evaluate Potential Practicable Solutions To Correct Sub-Standard RSAs.

A-12 Resolution 04275, Ratification Of Addenda And Award Of Contract For Construction Of In-Line Explosives Detection System, Terminal 2, South Field, 01A, AIP 3-06-0170-33, In The Amount Of $8,290,002.58.

A-13 Resolution 004276, Authorization To Dispense With Standard Bidding Procedures And Include The Installation Of Two Solid-State 400 Hertz Converter Units At Building M-103, In The Ports Small Business Program.

A-14 Resolution 04277, Authorization To Dispense With Standard Bidding Procedures For Construction Of Awning/Canopy Over Outbound Baggage Makeup Ramp, Building M- 101, Oakland International Airport.

A-15 Resolution 04278, Approval Of Negotiation And Execution Of Change Orders To The Contract For Upgrade Of The Energy Management Control System At Terminals I And II, South Field, Oakland International Airport.

A-16 Resolution 04279, Approval Of Professional Services Agreement With HNTB Corporation For Engineering Services For Reconstruction Of Aprons In The Vicinity Of Hangars 1 Through 5, North Field, Oakland International Airport, AIP 3-06-0170-32.

The motion to approve Items A-1 through A-10 and A-12 through A-16 passed by the following votes: (6) Ayes: Commissioner Ayers-Johnson, Vice-President Batarse, Commissioner Katzoff, Commissioner Kramer, Commissioner Protopappas and President Scates. (1) Excused: Vice-President Kiang

Commissioner Protopappas recused himself from the discussion and deliberation of Item A-11 citing a business relationship with the contractor. He left the Board Room during the discussion of the item.

A motion to approve Items A-11 was made by Commissioner Katzoff and seconded by Commissioner Ayers-Johnson.

A-11 Resolution 04274, Agreement With E-Agency For Marketing Support Services For FY 04-05 In The Amount Of $45,000.

The motion to approve Items A-11 passed by the following votes: (5) Ayes: Commissioner Ayers-Johnson, Vice-President Batarse, Commissioner Katzoff, Commissioner Kramer, and President Scates; (1) Excused: Vice-President Kiang; (1) Recused: Commissioner Protopappas

-4- Regular Meeting October 5, 2004

A-17 ORAL REPORT: Construction And Local Business Utilization Status Report On The Airport Terminal Expansion Program By Turner Construction Company.

Joel Sloan of Turner Construction Company gave a status report on the Terminal Expansion Program

MARITIME

September 16th Maritime Committee Report

Commissioner Kramer reported that the September 16 th Maritime Committee had recommended for consideration by the full Board Items M-1 through M-3.

A motion to approve Items M-1 through M-3 was made by Commissioner Kramer and seconded by Commissioner Katzoff.

M-1 Resolution 04280, Approval To Dispense With Standard Bidding Procedures For Rigging And Repair Of Port Of Oakland Cranes For The Period Commencing January 1, 2005 And Ending December 31, 2005, 2006 Or 2007, In The Estimated Amount Of $200,000 Per Year.

M-2 Resolution 04281, Approval Of Negotiation And Execution Of Change Orders To The Berth 22 Wharf Replacement Project For The Costs Associated With Removal And Disposal Of Quay Walls Not Shown On The Project Plans That Were Encountered During The Dredging Phase Of The Project.

M-3 Resolution 04282, Authorization To Negotiate And Execute: a) An Assignment Agreement With The Oakland Base Reuse Authority (OBRA) And The Western Area Power Administration ("Western") To Accept OBRAs Assignment Of Its Western Base Resource Contract To The Port; b) A Resource Management Service Agreement Between The Port And OBRA To Manage All Of OBRAs Electric Resources For The OAB, And Approval To Purchase Electric Power For The OAB From The Wholesale Electricity Market For Delivery From January 1, 2005 To December 31, 2010.

The motion to approve Items M-1 through M-3 passed by the following votes: (6) Ayes: Commissioner Ayers-Johnson, Vice-President Batarse, Commissioner Katzoff, Commissioner Kramer, Commissioner Protopappas and President Scates. (1) Excused: Vice-President Kiang

OPERATIONS

September 28th Administrative Committee Report

Commissioner Ayers-Johnson reported that the September 28th Administrative Committee had recommended for consideration by the full Board Items 0-1 through 0-10.

-5- Regular Meeting October 5, 2004

A motion to approve Items 0-1 through 0-8 and 0-10 was made by Commissioner Ayers-Johnson and seconded by Commissioner Katzoff.

0-1 Port Ordinance , Title Changes For Classifications In The Office Of Audit Services: From Port Auditor To Chief Audit Officer; From Administrative Services Manager II To Port Audit Manager; From Port Auditor I To Port Assistant Auditor, And From Port Auditor H To Port Associate Auditor.

0-2 Port Ordinance , Downgrade Of Port Senior Auditor Position To Port Auditor II Level (Savings Of $25,966 Per Year).

0-3 Port Ordinance , Approval Of Salary Increase For Certain Unrepresented And Management Employees, Effective June 19, 2004.

A member of the public, Sanjiv Handa spoke on Item 0-3

0-4 Port Ordinance , Performance Incentive Compensation Plan For Employment Unit H For Fiscal Year 2004-05.

A member of the public, Sanjiv Handa spoke on Item 0-4

0-5 Resolution 04283, First Supplemental Agreement With SM Consulting For An Amount Not To Exceed $50,000 To Provide Human Resources Consulting Services.

0-6 Resolution 04284, Approval Of A First Supplemental Agreement To Expand NOR-CAL, FDCs Contract To Administer The Port Of Oakland Surety Bond And Financing Program Through June 2005.

0-7 Resolution 04285, Approval To Terminate Hire Area Resident Program (HARP) Pilot Program.

0-8 Resolutions 04286, 04287, 04288, Authorization To Prepare And Execute Agreements With Consultants For On-Call Electrical, Mechanical And Communications Engineering Design Services For Projects At The Port Of Oakland, At An Estimated Amount Not To Exceed $1- Million For Each Of The Three Disciplines For A Three-Year Period.

Item 0-9 was pulled at the recommendation of the Staff.

0-9 PULLED: Contracts. Regular Meeting October 5, 2004

0-10 Resolution 04290, Recommendation To Pass A Resolution: 1) Approving And Authorizing Execution Of Agreements With The Ports Industrial Tenants Who Elect To Participate In The Ports Industrial Group Monitoring Program ("IGMP"); And 2) Delegating To The Executive Director, Or His Designee, The Authority To Administer The Ports IGMP, Including, But Not Limited To, Setting An Annual Fee For Reimbursement Of Port Expenses.

The motion to approve Items 0-1 through 0-8 and 0-10 passed by the following votes: (6) Ayes: Commissioner Ayers-Johnson, Vice-President Batarse, Commissioner Katzoff, Commissioner Kramer, Commissioner Protopappas and President Scates. (1) Excused: Vice-President Kiang

A motion to approve Items 0-11 was made by Vice-President Batarse and seconded by Commissioner Ayers-Johnson.

0-11 Resolution 04290, Authorization To Renew The Potomac Hull And Machinery And Protection And Indemnity Insurance.

The motion to approve Item 0-11 passed by the following votes: (6) Ayes: Commissioner Ayers-Johnson, Vice-President Batarse, Commissioner Katzoff, Commissioner Kramer, Commissioner Protopappas and President Scates. (1) Excused: Vice-President Kiang

APPROVAL OF THE MINUTES

On a motion by Commissioner Kramer, seconded by Commissioner Katzoff, the Board (excepting Kiang who was excused) unanimously approved the Minutes of the Regular Meeting of September 7, 2004.

SUMMARY ITEMS

On a motion by Commissioner Katzoff, seconded by Commissioner Kramer, the Board (excepting Kiang who was excused) unanimously approved Summary Items S-1, S-3 S-4.

Building Permit Applications

S-1 Resolution 04291, Southwest Airlines Co., #1 Airport Drive, Terminal 2 (M130): Removal of the existing ticket counter shells and installation of new "in-line kiosks" in their place. Project to include related electrical and data cabling work. This project has been determined to be exempt from the requirements of the California Environmental Quality Act pursuant to Class 1, Section 15301, and Class 2, Section 15302. Valuation of work: $37,000.

Summary Item 2 was pulled on the recommendation of staff. Regular Meeting October 5, 2004

S-2 PULLED: Foster Interstate Media, Inc.; Oakland International Airport, various locations:

located facing outbound Airport Drive on Neil Armstrong Way. The project includes

from the requirements of the California Environmental Quality Act pursuant to Class 3 and Clad 11, Sections 15311 and 15303. Valuation of work: $2,000,000.

Ordinances Submitted For Second And Final Reading

S-3 Port Ordinance No. 3818, Being "An Ordinance Approving And Authorizing Execution Of A 20-Year Lease, Operation Agreement And Utility Service Agreement For A New Air Traffic Control Tower, A Modification To Supplement No. 3 For An Extension Of The Existing Lease For The North Field Air Traffic Control Tower And A Modification To Supplement No. 6 For An Extension Of The Existing Lease For The South Field Air Traffic Control Tower, All With The United States Of America, Department Of Transportation, Federal Aviation Administration (FAA)."

S-4 Port Ordinance No. 3819, Being "An Ordinance Amending Port Ordinance No. 1606 To Enable Approval Of Standard Public Works Contract Provisions."

OPEN FORUM

Members of the public, Sanjiv Handa and Prelmer Newman addressed the Board in Open Forum.

SECOND CLOSED SESSION

The Board reconvened in Closed Session at 5:16 pm.

SECOND CLOSED SESSION REPORT

President Scates reconvened the Board in Open Session at 5:58.

The Port Secretary reported that during Closed Session the Board had taken final action on the following items:

Resolution 04262 Approving And Authorizing Negotiation Of A Settlement With O.C. Jones Sons Inc., And Approving Appointment Of Special Counsel.

Resolution 04263 approving appointment of special counsel. Regular Meeting October 5, 2004

Resolution 04264 approving appointment of special counsel and necessary experts.

Resolutions 04262, 04263 04264 passed by the following votes: (6) Ayes: Commissioner Ayers-Johnson, Vice-President Batarse, Commissioner Katzoff, Commissioner Kramer, Commissioner Protopappas and President Scates. (1) Excused: Vice-President Kiang

Then Port Secretary reported the following actions previously taken in Closed Sessions.

Resolution 04261, Approving And Authorizing The Executive Director To Execute A Settlement Agreement With Johnny Miller Design, Ltd

Passed September 7th by the following vote: (7) Ayes: Commissioner Ayers- Johnson, Vice-President Batarse, Commissioner Katzoff, Vice-President Kiang, Commissioner Kramer, Commissioner Protopappas and President Scates.

Resolution 04130, Resolution Approving And Authorizing Execution Of A Confidentiality And Non-Disclosure Agreement With Kaiser Ventures LLC, Ksc Recovery, Inc. And Wendel Rosen Black Dean LLP.

Passed May 18th by the following vote: (7) Ayes: Commissioner Ayers-Johnson, Vice-President Batarse, Commissioner Katzoff, Vice-President Kiang, Commissioner Kramer, Commissioner Protopappas and President Scates.

Resolution 04209, Approving And Authorizing The Port Attorney To Make A Section 998 Offer To O.C. Jones Sons, Inc. In Exchange For General Waiver And Release; Approving And Authorizing The Executive Director To Execute Any Resulting Settlement Agreement; And Authorizing And Approving Increased Expenditure Authority Of Special Counsel And Any Necessary Experts.

Passed August 3rd by the following vote: (6) Ayes: Commissioner Ayers-Johnson, Vice-President Batarse, Commissioner Katzoff, Vice-President Kiang, Commissioner Kramer, and President Scates. (1) Excused: Commissioner Protopappas Regular Meeting October 5, 2004

Resolution 04037, Approving And Authorizing Execution Of A Policy Endorsement With Lexington Insurance For Builders Risk Insurance ; Approving And Authorizing Execution Of An Excess Builders Risk Policy; And Authorizing The Port Attorney To Execute A Tolling Agreement And Initiate Litigation As Necessary To Protect The Ports Interests.

Passed March 2nd by the following vote: (7) Ayes: Commissioner Ayers-Johnson, Vice-President Batarse, Commissioner Katzoff, Vice-President Kiang, Commissioner Kramer, Commissioner Protopappas and President Scates.

ADJOURNMENT

There being no additional business the Board adjourned at 6:04.

Betterton, Secretary ard of Port Commissioners

PATRICIA A. SCATES JERRY BRIDGES President PORT OF OAKLAND Executive Director FRANK KIANG BOARD OF PORT COMMISSIONERS DAVID L. ALEXANDER First Vice President 530 Water Street • Oakland, California 94607 Port Attorney ANTHONY A. BATARSE, JR. JOHN T. BETTERTON Second Vice President Telephone: (510) 6271100 Secretary of the Board Facsimile: (510) 763.3562 DARLENE AYERS-JOHNSON TDD: (510) 763.5730 Commissioner KENNETH KATZOFF E-Mail: board(@portoakland.com Commissioner WEB: www.portofoakland.com DAVID KRAMER Commissioner JOHN PROTOPAPPAS MINUTES Commissioner

Regular Meeting of the Board of Port Commissioners Tuesday, November 2, 2004 - 3:00 p.m.

ROLL CALL

President Scates called the meeting to order at 3:11 p.m., and the following Commissioners were in attendance:

Second Vice-President Batarse, Commissioner Katzoff, First Vice-President Kiang, rnmmissinna r Krn m=r, rnmmissinna r Prntn►n ppne, and Prasidant Qrntcle.

Commissioner Ayers-Johnson was excused.

CLOSED SESSION (3:16 RM.)

1. CONFERENCE WITH LEGAL COUNSEL – EXISTING LITIGATION. Pursuant to subdivision (a) of Section 54956.9. Name of case:

Berkeley Keep Jets Over the Bay, et al. v. Port of Oakland, et al., California Court of Appeals Case Nos. A086708/A087959/A089660

2. CONFERENCE WITH LEGAL COUNSEL – ANTICIPATED LITIGATION. Significant exposure to litigation pursuant to subdivision (b) of Section 54956.9: (3 Matters)

3. CONFERENCE WITH REAL PROPERTY NEGOTIATOR. Government Code Section 54956.8.

Under Negotiation: Price and Terms of Payment

Item 4 was pulled on the recommendation of staff and was not considered.

4. PULLED: MI IP

OPEN SESSION

President Scates convened the Board in Open Session 4:05 pm.

CLOSED SESSION REPORT

The Port Attorney reported that during Closed Session the Board had taken no •final actions.

PRESIDENTS REPORT

President Scates welcomed visitors from our Sister Port, the Ghana Ports Harbours Authority. Each of the visitors was introduced and gifts where exchanged on behalf of the Ports.

EXECUTIVE DIRECTORS REPORT

Executive Director, Jerry Bridges, reported on the Ports quarterly "Good Neighbors Breakfast" which focused on security.

Additionally, he reported that Andrew House, Senior policy Advisor to Congressman Devin Nunes had visited the Port for a briefing and tour of the maritime facilities. Congressman Nunes sits on the Resources and Agriculture Committees.

The Executive Director also reported on the visit of Jessica Furey, Assistant Administrator oft the Environmental Protection Agency, Office of Policy, Economics and Innovation. She is reviewing for Mike Leavitt, EPA Administrator, commercial port operations and their relationships with the environmental community and local residents. She requested to visit with the Port of Oakland first because of our progressive environmental programs.

AIRPORT

October 25th Aviation Committee Report

Commissioner Katzoff gave an account of the October 25th Aviation Committee meeting. He reported that the Committee had recommended for consideration by the full Board Items A-2 through A-10. Minutes of the Regular Meeting November 2, 2004

A motion to approve Items A-2 through A-10 was made by Commissioner Katzoff and seconded by Vice-President Kiang.

Item A-1 was pulled on the recommendation of staff and will be brought forward at the next Board Meeting (November 16th)

A ro A-1 PULLED: "".;:ei VII II • Corporation For 157,658 Square Fcct For Rcntal Car Scrvice And Quick Turn Facility .. .. e 9,671.44 (8000 Earhart Road, North Airport.) (Ordinancc)

A-2 Resolution 04301, Authorization To Declare As Surplus Certain Baggage Conveyor Equipment And To Allow Southwest Airlines Co. To Dispose Of That Equipment At No Cost To The Port (Terminal 2 – South Airport.)

A-3 Approval Of Lease Amendment For Extension Of Lease With The United States Postal Service With A Monthly Rental Of $12,491.33 For Space #3 (7201 Earhart Road, North Airport). (Ordinance)

A-4 Approval Of Lease Amendment For Extension Of Lease With The United States Postal Service With A Monthly Rental Of $11,401 For Space #2 (7201 Earhart Road, North Airport) (Ordinance)

A-5 Resolution 04302, Authorization To Allow Staff To Surplus Four Compressed Natural Gas Shuttle Buses And Sell Them To The Airports Permitted Ground Transportation Providers For Up To $200,000.

A-6 Resolution 04303, Approval Of A Three Year Contract With The United Stated Department Of Agriculture – Wildlife Services (USDA-WS) For Wildlife Management Services In The Amount Of $363,637.

A-7 Resolution 04304, Authorization To Execute A Supplemental Agreement With Finger Design Associates To Provide Additional Master Plan Graphics Consulting Services For An Additional Amount Not To Exceed $70,000 In Support Of Staff Preparation Of A Master Plan For Oakland International Airport.

A-8 Resolution 04305, Authorization To Dispense With Standard Bidding Procedures And Authorize A Public Works Contract With Intrepid Electronics For The Testing And Maintenance Of The Fire Life Safety System, Oakland International Airport.

A-9 Resolution 04306, Approval Of First Supplement To Consultant Services Agreement For Auditing Services Related To Rental Car Customer Facility Charge (CFC) Expenditures In The Amount Of $154,000. Minutes of the Regular Meeting November 2, 2004

A-10 Resolution 04307, Ratification Of Addendum And Award Of Contract For Construction Of Security System On Taxiway B Overpass, North Field, Oakland International Airport, ALP 3-06-0170-32, In The Amount Of $274,000.

The motion to approve Items A-2 through A-10 passed by the following votes: (6) Ayes: Vice-President Batarse, Commissioner Katzoff, Vice-President Kiang, Commissioner Kramer, Commissioner Protopappas and President Scates. (1) Excused: Commissioner Ayers-Johnson

MARITIME

October 18th Maritime Committee Report

Commissioner Kramer gave an account of the October 18th Maritime Committee meeting. He reported that the Committee had recommended for consideration by the full Board Items M-1, M-2 and M-3.

A motion to approve Items M-1, M-2 and M-3 was made by Commissioner Kramer and seconded by Commissioner Katzoff.

M-1 Resolution 04308, Authorization For Early Procurement Of Sheet Piles, Fenders And Bollards For The Construction Of Berth 23 And Berth 30 Wharf And Embankment Strengthening Program (WESP), Outer Harbor, In The Estimated Amount Of $3,000,000.

M-2 Resolutions 04309, 04310, 04311, Authorization To Negotiate, Prepare And Execute Agreements With Consultant Design Teams For As-Needed Marine Terminal Wharf Design.

M-3 Resolution 04312, Approval Of Addendum To The Initial Study/Negative Declaration For The Berths 32 And 33 Wharves Rehabilitation Project And Authorization To Accept Amended Regulatory Permits.

The motion to approve Items M-1, M-2 and M-3 passed by the following votes: (6) Ayes: Vice-President Batarse, Commissioner Katzoff, Vice-President Kiang, Commissioner Kramer, Commissioner Protopappas and President Scates. (1) Excused: Commissioner Ayers-Johnson

OPERATIONS

October 26th Administrative Committee Report

Vice-President Batarse gave an account of the October 26th Administration Committee meeting. He reported that the Committee had recommended for consideration by the full Board Items 0-1 through 0-6. Minutes of the Regular Meeting November 2, 2004

A motion to approve Items 0-1 through 0-6 was made by Vice-President Batarse and seconded by Commissioner Protopappas.

0-1 Resolution 04313, Authorization To Dispense With Standard Bidding Procedures For Furnishing Labor, Materials And Equipment For Electrical Work And Associated Services For Port Of Oakland Facilities For The Period Commencing January 1, 2005 And Ending December 31, 2005, 2006 Or 2007, In The Amount Of $1,350,000 As A Three Year Maximum.

0-2 Resolution 04314, Approval Of Agreement For Government Affairs Consulting Services With Matthew Davis For $30,000.

A member of the public, Sanjiv Handa, addressed the Board on Item 0-3.

0-3 Resolution 04315, Approval To Enter Into An Agreement With Fairbank, Maslin, Maulin Associates For Customer Outreach Program Consultation In The Amount Of $50,000.

0-4 Resolution 04316, Approval Of Port Of Oakland Disadvantaged Business Enterprise FY 04-05 Federal Aviation Administration Overall Annual Goal Report.

0-5 Allocation Of One Position Of Government Affairs Specialist In The Port Communications Division. (Ordinance)

0-6 Resolution 04317, Approval Of A Supplemental Contract With Worldwide Quality Assurance, Ltd. For Continuous Assessment Of Certified Port Divisions To Maintain ISO 9000 Certification.

Item 0-7 was pulled on the recommendation of staff and was not considered.

0-7 PULLED: Public Employce Disciplinc/Dismissal/Rcl risc.

The motion to approve Items 0-1 through 0-6 passed by the following votes: (6) Ayes: Vice-President Batarse, Commissioner Katzoff, Vice-President Kiang, Commissioner Kramer, Commissioner Protopappas and President Scates. (1) Excused: Commissioner Ayers-Johnson

Saundra Andrews from the office of Congresswoman Barbara Lee joined the meeting to welcome the delegation from Ghana on behalf of the Congresswoman.

APPROVAL OF THE MINUTES

On a motion by Commissioner Kramer, seconded by Vice-President Batarse, the Board unanimously approved the Minutes of the Regular Meeting of October 19, 2004. Minutes of the Regular Meeting November 2, 2004

SUMMARY ITEMS

A motion to approve Items S-1, S-2, and S-3 was made by Commissioner Protopappas and seconded by Commissioner Kramer.

Building Permit Applications S-1 Resolution 04318, Business Jet Center-Oakland L.P. All Sign Services. 9625 Earhart Road (next to Bldg. L118): Installation of a four-sided pole sign at the tenants new aircraft fueling facility at North Airport. The proposed sign will have a total height of about 30 feet, have four panels of about 10 feet high x 10 feet wide and indicate the brand of aviation fuel offered for sale. The sign will have neon back lighting and complies with the Ports Dark Skies Policy. Approval of this permit constitutes approval of a variance from height and size requirements of the "North Airport Standards and Restrictions." This project has been determined to be exempt from the requirements of the California Environmental Quality Act pursuant to Class 11, Section 15311. Valuation of work: $20,000.

S-2 Resolution 04319, Time Warner Telecom of California, L.)P.: Area of 1 Sally Ride Way (servicing Fed Ex): Time Warner Telecom proposes to install approximately 10,000 square feet of fiber optic cable through an existing Port-owned underground conduit to provide service to Fed Ex. The conduit runs from Airport Drive near Doolittle to the Fed Ex site. This project has been determined to be exempt from the requirements of the California Environmental Quality Act pursuant to Class 1, Section 15301. Valuation of work: $15,000.

Ordinances Submitted For Second And Final Reading

S-3 Port Ordinance No. 3825, Being "An Ordinance Approving A Revised Vehicular Access Plan, Establishing Related Parking Enforcement Procedures, Fines And Penalties For The Jack London Square Area, Dedicating Specified Public Access Areas, And Authorizing Recordation Of Legal Instruments That Identify Dedicated Public Access Located In Jack London Square."

The motion to approve Items S-1, S-2, and S-3 passed by the following votes: (6) Ayes: Vice-President Batarse, Commissioner Katzoff, Vice-President Kiang, Commissioner Kramer, Commissioner Protopappas and President Scates. (1) Excused: Commissioner Ayers-Johnson Minutes of the Regular Meeting November 2, 2004

OPEN FORUM

Sanjiv Handa addressed the Board in Open Forum.

ADJOURNMENT

There being no additional business the Board adjourned at 4:42.

Jo n Betterton, Secretary B ard of Port Commissioners

PATRICIA A. SCATES JERRY BRIDGES President PORT OF OAKLAND Executive Director FRANK KIANG BOARD OF PORT COMMISSIONERS DAVID L. ALEXANDER First Vice President 530 Water Street • Oakland, California 94607 Port Attorney ANTHONY A. BATARSE, JR. JOHN T. BETTERTON Second Vice President Telephone: (510) 627-1100 Secretary of the Board Facsimile: (510) 763.3562 DARLENE AYERS-JOHNSON TDD: (510) 763.5730 Commissioner KENNETH KATZOFF E-Mail: board(aportoakland.com Commissioner WEB: www.portofoakland.com DAVID KRAMER Commissioner JOHN PROTOPAPPAS MINUTES Commissioner

Regular Meeting of the Board of Port Commissioners Tuesday, October 19, 2004 - 3:00 p.m.

ROLL CALL

President Scates called the meeting to order at 3:05 p.m., and the following Commissioners were in attendance:

Commissioner Ayers-Johnson, Second Vice-President Batarse, Commissioner Katzoff, First Vice-President Kiang, Commissioner Kramer, and President Scates.

Commissioner Protopappas joined the meeting 3:34 p.m.

CLOSED SESSION (3:00 P.M.)

1. CONFERENCE WITH LEGAL COUNSEL – ANTICIPATED LITIGATION. Significant exposure to litigation pursuant to subdivision (b) of California Government Code Section 54956.9: 3 matters.

2. CONFERENCE WITH LEGAL COUNSEL – ANTICIPATED LITIGATION. Initiation of litigation pursuant to subdivision (b) of California Government Code Section 54956.9: 3 matters.

3. CONFERENCE WITH REAL PROPERTY NEGOTIATOR. Government Code Section 54956.8.

OPEN SESSION

President Scates convened the Board in Open Session 4:04 pm.

CLOSED SESSION REPORT

The Port Attorney reported that during Closed Session the Board had taken no final action.

PRESIDENTS REPORT

President Scates reported that she, along with Mayor Brown, and other Oakland City Officials had attended a press conference to announce that FedEx would install at its Oakland Airport hub the largest corporate solar electric system in California.

President Scates also announced that she had accepted an award, on behalf of the Port, from the Dr. J. Alfred Smith, Sr. Training Academy. The award acknowledged the Port for its support especially for urgent needs such as transportation, tutoring clothing.

EXECUTIVE DIRECTORS REPORT

Executive Director, Jerry Bridges, introduced Felicia Cousar the new Manager of Marketing and Business Development for the Maritime Division.

Additionally the Executive Director reported on the following:

• Jim Dyer, Chief of Staff to the House Appropriations Committee and Chris Altendorf of the Army Corps of Engineers paid in impromptu visit to the Port for a tour of Maritime facilities.

• Oakland International Airport reached a new milestone having served 14 million passengers during a 12 month period.

• The Ports quarterly "Good Neighbor Breakfast" will be held on October 27th.

October 15th City/Port Liaison Committee Report

President Scates reported on the October 15 th meeting of the City/Port Liaison Committee, Regular Meeting October 19, 2004

AIRPORT

A motion to approve Items A-1 and A-2 was made by Commissioner Katzoff and seconded by Commissioner Ayers-Johnson. A-1 Resolution 04294, Approval Of Plans And Project Manual For Reconstruction Of East Apron – Phase 1, South Field, Oakland International Airport, AIP 3-06-0170-29 And AIP 3-06-01790-36.

A-2 Resolution 04295, Authorization To Transfer The Utility Corridor Portion Of Work From The Garage/Customer Services Project To The Terminal 2 Project, Airport Terminal Expansion Project, Including Authorizing Additional Expenditure Authority For The Contract With Dillard Environmental Services.

The motion to approve Items A-1 and A-2 passed by the following votes: (7) Ayes: Commissioner Ayers-Johnson, Vice-President Batarse, Commissioner Katzoff, Vice-President Kiang, Commissioner Kramer, Commissioner Protopappas and President Scates.

COMMERCIAL REAL ESTATE

A motion to approve Items C-I and C-2 was made by Commissioner Protopappas and seconded by Commissioner Kramer.

C-1 Resolution 04296, Approval Of The Second Supplemental Agreement To The Ground Lease With Gray Reynolds Properties, Inc., To Extend The Pre-Term Period By Four Months At A Rent Of $1,250 Per Month For The 1.1 Acre Site Located At 1211 Embarcadero Road.

A member of the public, Sanjiv Handa, spoke on Item C-2.

C-2 Approval Of A Revised Vehicular Access Plan, Establishing Related Parking Enforcement Procedures, Fines And Penalties For The Jack London Square Area, Dedicating Specified Public Access Areas, And Authorizing Recordation Of Legal Instruments That Identify Dedicated Public Access Located In Jack London Square At A Cost Not To Exceed $157,000. (Ordinance)

The motion to approve Items C-I and C-2 passed by the following votes: (7) Ayes: Commissioner Ayers-Johnson, Vice-President Batarse, Commissioner Katzoff, Vice-President Kiang, Commissioner Kramer, Commissioner Protopappas and President Scates. Regular Meeting October 19, 2004

MARITIME

A motion to approve Item M-1 was made by Commissioner Kramer and seconded by Vice-President Batarse.

M-1 Resolution 04297, Approval Of Agreement Among The Port Of Oakland ("Port"), The Oakland Base Reuse Authority ("OBRA"), The Oakland Redevelopment Agency ("ORA") And The Oakland Army Base Workforce Development Collaborative ("Workforce Collaborative") For The Relocation Of The Workforce Collaborative Groups Off Of The Former Oakland Army Base ("OAB"), At A Maximum Cost To The Port Of $5.6 Million.

Item M-2 was pulled on the recommendation of staff at not considered by the Board.

M-2 Recommendation To Approve And Authorize Execution Of Non Exclusive Preferential

An Initial Annual Revenue Level Of $6.8 Million. (Ordinance)

The motion to approve Item M-1 passed by the following votes: (7) Ayes: Commissioner Ayers-Johnson, Vice-President Batarse, Commissioner Katzoff, Vice-President Kiang, Commissioner Kramer, Commissioner Protopappas and President Scates.

OPERATIONS

A motion to approve Item 0-1 was made by Commissioner Ayers-Johnson and seconded by Commissioner Protopappas.

0-1 Resolution 04298, Approval Of Port Of Oakland Standard Contract Provisions For Public Works Contracts.

September 29th Public Art Committee Report

Commissioner Ayers-Johnson reported on the meeting of the Public Art Committee.

A member of the public, Sanjiv Handa, spoke on the Public Art Committee Report. Regular Meeting October 19, 2004

APPROVAL OF THE MINUTES

On a motion by Commissioner Kramer, seconded by Commissioner Protopapaps, the Board unanimously approved the Minutes of the Regular Meeting of October 5, 2004.

SUMMARY ITEMS

A motion to approve Items S-1 and S-3 through S-7 was made by Commissioner Kramer and seconded by Commissioner Protopappas.

Building Permit Applications

5-1 Resolution 04299, Corinthian Colleges, Inc.; Reinhardt Roofing, Inc., 7850 Earhart Road, Building L825: Removal of an existing roof of about 38,000 square feet in size and installation of a new composition shingle roof. Prior to removal, all asbestos- containing material will be abated. This project has been determined to be exempt from the requirements of the California Environmental Quality Act pursuant to Class 1, Section 15301(d). Valuation of work: $206,000.

Ordinances Submitted For Second And Final Reading

S-3 Port Ordinance No. 3820, Being, "An Ordinance Approving And Authorizing Execution Of A Lease With The United States Of America, Department Of Transportation, Federal Aviation Administration, For Precision Approach Path Indicator Light System With No Monthly Rental (Vicinity Of Runway 27-R, North Airport), For A Ten Year Term."

S-4 Port Ordinance No. 3821, Being, "An Ordinance Amending Port Ordinance No. 867 Amending Certain Position Titles."

S-5 Port Ordinance No. 3822, Being, "An Ordinance Amending Section 7.112 Of Port Ordinance No. 867."

S-6 Port Ordinance No. 3823, Being, "An Ordinance Amending Sections 2.03 And 2.05 And Adding Section 1.295 To Port Ordinance No. 867 Ratifying And Fixing The Compensation Of Certain Employees Of The Port Department."

S-7 Port Ordinance No. 3824, Being, "An Ordinance Adding Section 1.195 To Port Ordinance No. 867 To Establish A Compensation Plan For Certain Employees Of The Port Department." Regular Meeting October 19, 2004

The motion to approve Summary Items S-1 and S-3 through 7 passed by the following votes: (7) Ayes: Commissioner Ayers-Johnson, Vice-President Batarse, Commissioner Katzoff, Vice-President Kiang, Commissioner Kramer, Commissioner Protopappas and President Scates.

A motion to approve Item S-2 was made by Commissioner Kramer and seconded by Commissioner Katzoff.

Neither Vice-President Batarse nor Commissioner Protopappas participated in the discussion or decision on Summary Item 2.

S-2 Resolution 04300, Foster Interstate Media, Inc.; Oakland International Airport, various locations: Foster Interstate Media, Inc. ("Foster") has an agreement with the Port to install and manage advertising signs at Oakland Airport. Foster has submitted a plan for the installation of seven signs for building permit approval. Three signs will be located at the Airport Drive intersections with Doolittle Drive, three will be placed along inbound Airport Drive between the Ron Cowan Parkway turnoff and John Glen Drive, and one will be located facing outbound Airport Drive on Neil Armstrong Way. The project includes electrical work to supply power to the signs. This project has been determined to be exempt from the requirements of the California Environmental Quality Act pursuant to Class 3 and Class 11, Sections 15311 and 15303. Valuation of work: $2,000,000.

The motion to approve Summary Item S-2 passed by the following votes: (5) Ayes: Commissioner Ayers-Johnson, Commissioner Katzoff, Vice-President Kiang, Commissioner Kramer, and President Scates (2) Recused: Vice-President Batarse and Commissioner Protopappas.

OPEN FORUM

Sanjiv Handa addressed the Board in Open Forum.

ADJOURNMENT

There being no additional business the Board adjourned at 4:40.

John Betterton, Secretary Board of Port Commissioners

PATRICIA A. SCATES JERRY BRIDGES President PORT OF OAKLAND Executive Director FRANK KIANG BOARD OF PORT COMMISSIONERS DAVID L. ALEXANDER First Vice President 530 Water Street • Oakland, California 94607 Port Attorney ANTHONY A. BATARSE, JR. JOHN T. BETTERTON Second Vice President Telephone: (510) 627-1100 Secretary of the Board Facsimile: (510) 763.3562 DARLENE AYERS-JOHNSON TDD: (510) 763.5730 Commissioner KENNETH KATZOFF E-Mail: boardftortoakland.com Commissioner WEB: www.portofoakland.com DAVID KRAMER Commissioner JOHN PROTOPAPPAS Commissioner MINUTES

Regular Meeting of the Board of Port Commissioners Tuesday, December 7, 2004 - 3:00 p.m.

ROLL CALL

President Scates called the meeting to order at 3:40 p.m., and the following Commissioners were in attendance:

Commissioner Ayers-Johnson, Second Vice-President Batarse, First Vice-President Kiann rnmmiccinnor Prntrinannac aryl Procirlant Rnatac

Commissioners Katzoff and Kramer were excused.

CLOSED SESSION (3:45 P.M.)

1. CONFERENCE WITH LEGAL COUNSEL — EXISTING LITIGATION. Pursuant to subdivision (a) of Section 54956.9. Names of cases:

City of Oakland v. Harding ESE, Inc. et al., U.S. District Court N.D. Case No. CV-03-03534

Pacific Coast Building Products v. Lumbermen Mutual Casualty Company, Alameda County Superior Court Case No. 2001-024620

City of Oakland v. Oscar Niemeth Towing, Inc., Alameda County Superior Court Civil Case No. RG04187699

City of Oakland v. Douglas C. Niemeth dba Bayside Dredging Company, Alameda County Superior Court Civil Case No. WG04181829

City of Oakland v. Teresita Banguis-Punla, Alameda County Superior Court Civil Case No. RG04185153 Minutes of the Regular Meeting December 7, 2004

City of Oakland v. Teresita Banguis-Punla, Alameda County Superior Court Civil Case No. RG4185027

Lucila Montoya v. Port of Oakland (See Second Closed Session Report) Workers Compensation Appeals Board Case Nos: OAK 268863; OAK 284056

2. CONFERENCE WITH LEGAL COUNSEL – ANTICIPATED LITIGATION. Significant exposure to litigation pursuant to subdivision (b) of Section 54956.9: (4 matters)

3. CONFERENCE WITH REAL PROPERTY NEGOTIATOR. Government Code Section 54956.8.

Property: Various Parcels in Commercial Real Estate Area Negotiating Parties: Port of Oakland and Various Tenants AnAnnv NAnntiator Omar R RAniamin DirRotor of Commercial Real Estate Under Negotiation: Price and Terms of Payment

4. PUBLIC EMPLOYEE DISCIPLINE/DISMISSAL/RELEASE. Government Code Section 54957. (1 matter)

OPEN SESSION

President Scates convened the Board in Open Session at 4:10 pm.

FIRST CLOSED SESSION REPORT

The Port Attorney reported that the Board had taken no action in Closed Session, but that a Second Closed Session would be necessary after Open Forum.

AIRPORT

November 22nd Aviation Committee Report

Commissioner Kiang gave an account of the November 22nd Aviation Committee meeting. He reported that the Committee had recommended for consideration by the full Board Items A-1, A-2 A-3. Minutes of the Regular Meeting December 7, 2004

A motion to approve Items A-1 through A-3 was made by Vice-President Kiang and seconded by Commissioner Ayers-Johnson.

A-1 Resolution 04331, Approval Of License And Concession Agreement With Silver State Helicopters, LLC With A Monthly Rental Of $11,595.42 (7843 Earhart Rd., North Airport).

A-2 Resolution 04332, Authorization To Dispense With Standard Bidding Procedures Or Furnishing Labor And Equipment For On-Call Material Crushing Services For The Period Commencing February 1, 2005 And Ending December 31, 2005, 2006, 2007, 2008 Or 2009, In The Amount Of $1 Million Over The 5-Year Period.

A-3 Resolution 04333, Approval Of Sixth Supplemental Agreement With ASC For Construction Services For The Airport Roadway Project Contract A, Oakland International Airport, In The Estimated Amount Of $210,000.

The motion to approve Items A-1 through A-3 passed by the following votes: (5) Ayes: Commissioner Ayers-Johnson, Vice-President Batarse, Vice-President Kiang, Commissioner Protopappas and President Scates. (2) Excused: Commissioner Katzoff and Commissioner Kramer.

COMMERCIAL REAL ESTATE

A motion to approve Item C-1 was made by Commissioner Protopappas and seconded by Vice-President Kiang.

C-1 Resolution 04334, Approval Of Fiscal Year 04-05 Annual Rental Rates For License And Concession Agreements.

The motion to approve Item C-1 passed by the following votes: (5) Ayes: Commissioner Ayers-Johnson, Vice-President Batarse, Vice-President Kiang, Commissioner Protopappas and President Scates. (2) Excused: Commissioner Katzoff and Commissioner Kramer.

MARITIME

November 29th Maritime Committee Report

Vice-President Batarse gave an account of the November 29th Maritime Committee meeting. He reported that the Committee had recommended for consideration by the full Board Items M-1 through M-6.

A motion to approve Items M-1 through M-6 was made by Vice-President Batarse and seconded by Commissioner Protopappas. Minutes of the Regular Meeting December 7, 2004

M-1 Resolution 04335, Approval To Grant The East Bay Regional Park District A Right-Of- Entry And Indemnity Agreement For Access To The Port Of Oakland-Owned Radio Beach Area Control, Map, And Monitor An Invasive Species, Spartina Alterniflora.

M-2 Resolution 04336, Approval And Authorization To Extend A Professional Services Contract With 2Plus2 Partners, Inc. For The Development And Hosting Of An Online Permit Program For Hazardous Cargo Transportation For 24 Months.

M-3 Resolution 04337, Authorization To Dispense With Standard Bidding Procedures For Annual Dredging And Berth Deepening Of Port Of Oakland Berths For The Period Commencing July 1, 2005 And Ending June 30, 2006, 2007 Or 2008, In The Amount Of $1,700,000 For The First Year, And $700,000 For Each Additional Year.

M-4 Resolution 04338, Approval To Increase The Executive Directors Wholesale Electric Power Purchase Authority By $3,180,000, And To Sell Power To The Dredging Contractor For The Oakland Harbor Navigation Improvement (50-Foot) Deepening Project, Inner And Outer Harbor Dredging, Phase 3B (Outer Harbor) And 3C (Inner Harbor).

M-5 Resolution 04339, Approval Of Professional Services Agreement With Cash Associates For The Planning And Design Of Berths 32-34 Yard Improvements, Outer Harbor.

M-6 Resolution 04340, Approval Of Second Supplemental Agreement With Liftech Consultants, Inc., For Design Of Berths 32/33 Wharf Rehabilitation, Outer Harbor, In The Amount Of $356,000.

The motion to approve Items M-1 through M-6 passed by the following votes: (5) Ayes: Commissioner Ayers-Johnson, Vice-President Batarse, Vice-President Kiang, Commissioner Protopappas and President Scates. (2) Excused: Commissioner Katzoff and Commissioner Kramer.

OPERATIONS

November 23rd Administrative Committee Report

Commissioner Ayers-Johnson gave an account of the November 23rd Administration Committee meeting. She reported that the Committee had recommended for consideration by the full Board Item 0-2.

A motion to approve Item 0-2 was made by Commissioner Ayers-Johnson and seconded by Vice-President Batarse.

A member of the public, Sanjiv Handa, addressed the Board on the Administrative Committee Report.

-4- Minutes of the Regular Meeting December 7, 2004

Item 0-1 was pulled on the recommendation of staff.

0-1 PULLED: Unit H. (Ordinance)

0-2 Resolution 04341, Authorization To Enter Into An Agreement With Pitney Bowes For Mailing System Lease And Annual Maintenance For The Period Commencing December 1, 2004 And Ending November 31, 2009, For A Cost Not To Exceed $107,360.

Action on Item 0-3 was deferred pending a review in the Second Closed Session.

0-3 Public Employee Discipline/Dismissal/Release. (See below for final action)

The motion to approve Item 0-2 passed by the following votes: (5) Ayes: Commissioner Ayers-Johnson, Vice-President Batarse, Vice-President Kiang, Commissioner Protopappas and President Scates. (2) Excused: Commissioner Katzoff and Commissioner Kramer.

Commissioner Katzoff joined the meeting at 4:35 pm.

November 24th Audit, Budget Finance Committee Report

Vice-President Kiang gave an account of the November 24th Audit, Budget Finance Committee meeting. He reported that the Committee had recommended for consideration by the full Board Items 0-4 through 0-7.

A motion to approve Items 0-4 through 0-7 was made by Vice-President Kiang and seconded by Commissioner Ayers-Johnson.

A member of the public, Sanjiv Handa, addressed the Board on the Audit, Budget Finance Committee Report.

0-4 Resolution 04343, Authority to revise insurance requirements for employee car allowances.

0-5 Resolution 04344, Authorization To Enter Into An Agreement With Pitney Bowes For Mailing System Lease And Annual Maintenance For The Period Commencing December 1, 2004 And Ending November 31, 2009, For A Cost Not To Exceed $107,360.

0-6 Resolution 04345, Authorization to purchase motor vehicles and declare replacement vehicles as surplus.

0-7 Resolution 04346, Approval Of Write-Off Of Uncollectible Accounts. Minutes of the Regular Meeting December 7, 2004

The motion to approve Items 0-4 through 0-7 passed by the following votes: (6) Ayes: Commissioner Ayers-Johnson, Vice-President Batarse, Commissioner Katzoff, Vice-President Kiang, Commissioner Protopappas and President Scates. (1) Excused: Commissioner Kramer.

APPROVAL OF THE MINUTES

On a motion by Commissioner Ayers-Johnson, seconded by Commissioner Protopappas, the Board unanimously approved the Minutes of the Regular Meeting of November 16, 2004.

SUMMARY ITEMS

A motion to approve Items S-1 through S-4 was made by Commissioner Protopappas and seconded by Commissioner Kramer.

Building Permit Applications S-1 Resolution 04347, Your Black Muslim Bakery: #1 Airport Drive, Terminal 2: Interior tenant improvements to create a new concession area in Terminal 2, adjacent to the existing bar/restaurant space near the top of the escalators. The work involves installation of counters, cabinetry, food service equipment, and finishes. The work will include related electrical and mechanical work. This project has been determined to be exempt from the requirements of the California Environmental Quality Act pursuant to Class 1, Section 15301(a). Valuation of work: $40,000.

S-2 Resolution 04348, Alaska Airlines, Inc.; The KPA Group (Architects); #1 Airport Drive, Terminal 1, (M101 M103): Remodeling of the Airline Ticket Office (M101) and the Operation Office (M103) including cabinet work and reconfiguration of the work spaces. Project includes related finish electrical and data cabling work. This project has been determined to be exempt from the requirements of the California Environmental Quality Act pursuant to Class 1, Section 15301. Valuation of work: $35,000.

S-3 Resolution 04349, Kinder Morgan Energy Partners, L.P.; Dike Road, adjacent to Runway 11-29, OAK: Installation of a replacement corrosion protection system for the Multi Fuels Pipeline that runs under San Francisco Bay from OAK to SFO. The system will consist of about 175 feet of anodes placed in a 4.5 foot trench beneath the Dike Road. The existing anodes have been depleted and require immediate replacement. This project has been determined to be exempt from the requirements of the California Environmental Quality Act pursuant to CEQA Guidelines Class 3, Section 15303; Class 11, Section 15311, and Section 15269. Valuation of work: $31,000.

S-4 Port Ordinance No. 3829, Being "An Ordinance Approving And Authorizing Execution Of A Ground Lease With The Hertz Corporation."

Minutes of the Regular Meeting December 7, 2004

The motion to approve Summary Items S-1 through S-4 passed by the following votes: (6) Ayes: Commissioner Ayers-Johnson, Vice-President Batarse, Commissioner Katzoff, Vice-President Kiang, Commissioner Protopappas and President Scates. (1) Excused: Commissioner Kramer.

OPEN FORUM

Sanjiv Handa addressed the Board in Open Forum.

SECOND CLOSED SESSION

President Scates reconvened the Board in Closed Session at 4:48 pm to consider Item 4 from the Closed Session Agenda.

4. PUBLIC EMPLOYEE DISCIPLINE/DISMISSAURELEASE. Government Code Section 54957. (1 matter)

Al Loera addressed the Board on behalf of employee Number 387225

SECOND CLOSED SESSION REPORT

The Board Secretary reported that the Board had taken final action in the first Closed Session on Item 1.

1. CONFERENCE WITH LEGAL COUNSEL – EXISTING LITIGATION. Pursuant to subdivision (a) of Section 54956.9. Name of case:

Lucila Montoya v. Port of Oakland Workers Compensation Appeals Board Case Nos: OAK 268863; OAK 284056

Resolution 04330 Compromising And Settling Claims And Authorizing Execution Of Stipulated Settlement.

The motion to approve Resolution 04330 passed by the following votes: (5) Ayes: Commissioner Ayers-Johnson, Vice-President Batarse, Vice-President Kiang, Commissioner Protopappas and President Scates. (2) Excused: Commissioner Katzoff and Commissioner Kramer.

SECOND OPEN SESSION

President Scates reconvened the Board in Open Session at 5:04 pm. Minutes of the Regular Meeting December 7, 2004

A motion to approve Item 0-3 was made by Commissioner Ayers-Johnson and seconded by Commissioner Protopappas.

0-3 Resolution 04332, Public Employee Discipline/Dismissal/Release.

The motion to approve Item 0-1 passed by the following votes: (5) Ayes: Commissioner Ayers-Johnson, Vice-President Batarse, Vice-President Kiang, Commissioner Protopappas and President Scates. (2) Excused: Commissioner Katzoff and Commissioner Kramer.

THIRD CLOSED SESSION

President Scates reconvened the Board into Closed Session at 5:17 pm.

THIRD CLOSED SESSION REPORT

The Board Secretary Reported that no final action had been taken in the Third Closed Session

ADJOURNMENT

There being no additional business the Board adjourned at 6:18.

John Betterton, Secretary Board of Port Commissioners