PORT of OAKLAND President ALAN S

AGENDA

J. CHRISTOPHER LYTLE CESTRA BUTNER Executive Director PORT OF OAKLAND President ALAN S. YEE BOARD OF PORT COMMISSIONERS First Vice-President DANNY WAN 530 Water Street 1 Oakland, California 94607 EARL HAMLIN Port Attorney (510) 627-1696(w)1(510) 839-5104(f)1TDD/TTY 711 Second Vice-President MICHAEL COLBRUNO ARNEL ATIENZA Commissioner Port Auditor E-Mail: [email protected] JAMES W. HEAD Website: www.portofoakland.com Commissioner JOHN T. BETTERTON BRYAN R. PARKER Secretary of the Board Commissioner SUPPLEMENTAL AGENDA VICTOR UNO Commissioner

Regular Meeting of the Board of Port Commissioners Thursday October 24, 2013 – 1:00 p.m. Board Room – 2nd Floor

ROLL CALL

Commissioner Colbruno, Commissioner Head, Commissioner Parker, Commissioner Uno, 2nd Vice-President Hamlin, 1st Vice President Yee and President Butner.

1. CLOSED SESSION

Closed Session discussions and materials may not be disclosed to a person not entitled to receive it, unless the Board authorizes disclosure of that confidential information.

1.1 CONFERENCE WITH LEGAL COUNSEL – EXISTING LITIGATION (Pursuant to Paragraph (1) of Subdivision (d) of California Code Section 54956.9):

CMC Food Services LLC And NNF Grewal, Inc., V. Port Of Oakland, Et Al.; Alameda County Superior Court Case No.: RG13685134

1.2 CONFERENCE WITH LEGAL COUNSEL – ANTICIPATED LITIGATION (Significant Exposure to Litigation Pursuant to Paragraph (2) of Subdivision (d) of California Government Code Section 54956.9 2 matter(s)

1.3 THREAT TO PUBLIC SERVICES OR FACILITIES – (Pursuant to California Government Code Section 54957).

Consultation with: TSA Federal Security Director

1.4 CONFERENCE WITH REAL PROPERTY NEGOTIATORS – (Pursuant to California Government Code Section 54956.8):

1 AGENDA

Property: Berth 25-26 Negotiating Parties: Port of Oakland and Ports America Outer Harbor Terminal Agency Negotiator: Executive Director Chris Lytle, Acting Maritime Director Jean Banker, Port Attorney Danny Wan Under Negotiation: Price and Terms of Tenancy

ROLL CALL/OPEN SESSION (Approximately 3:00 p.m.)

Commissioner Colbruno, Commissioner Head, Commissioner Parker, Commissioner Uno, 2nd Vice-President Hamlin, 1st Vice President Yee and President Butner.

CLOSED SESSION REPORT

The Port Attorney or Board Secretary will report on any final actions taken in Closed Session.

2. CONSENT ITEMS

Action by the Board under “Consent Items” means that all matters listed below have been summarized and will be adopted by one motion and appropriate vote. Consent Items may be removed for further discussion by the Board at the request of any member of the Board.

2.1 Resolution: Building Permit Application: Hertz QTA Site, 8000 Earhart Rd. – Modifications To Fuel Dispensers (Engineering)

2.2 Resolution: Building Permit Application: Aviation Institute Of Maintenance – Installation Of Identification Sign (Engineering)

2.3 Resolution: Approval Of A Second Supplemental Agreement To Right Of Way Use Permit Agreement (Onshore) With SFPP, L.P. (Kinder Morgan Energy Partners) For Petroleum Products Pipelines And Facilities At Oakland International Airport (Aviation)

2.4 Resolution: Deletion of One (1) Position of Airport Terminal Maintenance Coordinator and the Addition of One (1) Position of Aviation Project Coordinator in the Aviation Facilities Department (Administration)

2.5 PULLED Resolution: Building Permit Application: Clear Channel Outdoor - Relocate Billboard to reflect new freeway alignment, Bay Bridge Toll Plaza (Engineering)

2.6 Resolution: Resolution Honoring The East Bay – United Nations Association And The UN Flag Raising Ceremony on October 26, 2013.

2.7 Ordinance No. 4256, 2nd Reading Of An Ordinance Approving And Authorizing Execution Of License And Concession Agreement With The French Artist Club For Premises Located At 2400 Embarcadero Road.

2 AGENDA

2.8 Ordinance No. 4257, 2nd Reading Of An Ordinance Approving And Authorizing The Executive Director To Execute An Amendment To The Lease With Shippers Transport Express, Inc. To Extend The Term For One Year.

2.9 Minutes: Approval Of The Minutes For The Regular Meeting Of September 26, 2013. (Board Secretary)

2.10 Report: Report Of Appointments, Separations And Leaves Of Absence For FY 2013-14 First Quarter (July 1, 2013 – September 30, 2014) (Administration)

2.11 Ordinance No. 4258, 2nd Reading Of An Ordinance Adopting And Approving The Execution Of A Temporary Rental Agreement With Hertz Corporation.

3. MAJOR PROJECTS

This segment of the meeting is reserved for action and discussions regarding the status of Major Projects and issues of special importance.

3.1 Report: Major Project Update - Bart Connector (Aviation)

3.2 Report: OAB Project Status Update (Maritime)

4. BUDGET & FINANCE

This segment of the meeting is reserved for action or discussion regarding the status of Budget and Finance issues.

4.1 Report: Status of Outstanding City Payments

4.2 Resolution: Authorization (i) to Reimburse the City of Oakland for Certain Special Services that occurred in FY 2002 through FY 2013 and (ii) for the Executive Director to Negotiate and Execute a Supplemental MOU with the City of Oakland for Certain Special Services Effective FY 2014

5. STRATEGY & POLICY

This segment of the meeting is reserved for action or discussion on Strategy and Policy Issues.

6. REMAINING ACTION ITEMS

Remaining Action Items are items not previously addressed in this Agenda that may require staff presentation and/or discussion and information prior to action by the Board.

6.1 Ordinance: Approval Of A Release Of The Deed Of Trust And Amendments To The Restrictive Covenant And Other Related Agreements For Certain Parcels In The Oak To Ninth District Project Area (CRE)

3 AGENDA

6.2 Ordinance: Amendments To Port Tariff 2-A And Port Ordinance 3439 To Incorporate Various Procedures And Requirements For Use Of The Shore Power System (Maritime)

6.3 Ordinance: Extension To The Agreement With Evergreen Marine Corporation (Taiwan) Ltd. For Approximately 15 Acres Of Land At Berth 34 Through June 30, 2018 (Maritime)

7. UPDATES/ANNOUNCEMENTS

The President, Members of the Board and the Executive Director will report on noteworthy events occurring since the last Board Meeting.

7.1 Announcement: California Association Of Port Authorities Recognizes The California Lesbian , Gay, Bisexual And Transgender Ports Diversity Group (Executive)

8. SCHEDULING

This segment of the meeting is reserved for scheduling items for future Agendas and/or scheduling Special Meetings

OPEN FORUM

The Board will receive public comment on non-agenda items during this time. Please fill out a speaker card and present it to the Secretary of the Board.

ADJOURNMENT

The next Regular Meeting of the Board will be held on November 14, 2013 at 1:00 PM

4 AGENDA

PUBLIC PARTICIPATION

To Speak on an Agenda Item You may speak on any item appearing on the Agenda. Please fill out a Speaker’s Card and give it to the Board Secretary before the start of the meeting or immediately after conclusion of Closed Session. Cards received after the start of the meeting will be treated as a single request to speak in Open Forum. All speakers will be allotted a minimum of one minute.

To Receive Agendas & Related Materials Should you have questions or concerns regarding this Agenda, or wish to review any of the Agenda Related Materials, please contact the Board Secretary, John Betterton, at: (510) 627-1696, or visit our web page at: www.portofoakland.com

To receive Port Agendas and Agenda Related Materials by email, please email your request to: [email protected]

Disability Related Modifications Any person who requires a disability-related modification or accommodation, including auxiliary aids or services, in order to participate in the meeting, may submit a written request, electronic request, or telephone request [via the California Relay Service (telephone) for the hearing impaired at (800) 735-2922], to the Secretary of the Board no later than five working days prior to the scheduled meeting date. John Betterton, Secretary of the Board 530 Water Street, Oakland, CA 94607 [email protected] (510) 627-1696

Language & Interpretive Services As a grantee of federal aid grant funds from the US Department of Transportation, the Port is responsible for ensuring equal access to its programs, services, and benefits. To request bilingual interpreters or materials in alternate formats, please contact the Assistant Secretary of the Board no later than five working days prior to the scheduled meeting date.

Daria Edgerly, Assistant Secretary of the Board 530 Water Street, Oakland, CA 94607 [email protected] (510) 627-1337

Scented Products Please refrain from wearing scented products to this meeting so attendees who experience chemical sensitivities may attend.

5 AGENDA

Commissioner’s Statement of Intention

We are a governing Board whose authority lies with the entirety of the Board.

We govern in accordance with our fiduciary duty to the Port of Oakland.

We conduct ourselves with clarity and transparency, grounded in the principles of integrity, trust and respect.

We reach our decisions through candid, open and deliberative debate and hold both staff and ourselves accountable for implementing them.

6 CONSENT ITEMS Tab 2

CONSENT ITEMS Action by the Board under “Consent Items” means that all matters listed below have been summarized, and are considered to be perfunctory in nature, and will be adopted by one motion and appropriate vote. Consent Items may be removed for further discussion by the Board at the request of any member of the Board.

7 ______CONSENT______ITEMS Tab 2.1

SUMMARY SHEET for PERMIT APPLICATION (This Summary Agenda Sheet to be used for ALLpermits in this category for which Board approval is recommended.)

DATE: October 8, 2013 PORT PERMIT NO: 5006

BUILDINGPERMIT APPLICATION: _New Construction Addition XAlteration _Demolition _Repair _Other, Tank

SIGN PERMIT APPLICATION _WaII Sign _Pole Sign _New _Alter _Repair _Non-electric _Electric _Tem porary

PORT TENANT: PERMIT APPLICANT: The Hertz Corporation The Hertz Corporation LOCATION OF PROPOSED WORK: 8000 Earhart Road BRIEFDESCRIPTIONOFPROPOSED WORK: Installation of monitoring equipment on existing fuel dispensers at Hertz’ QTA site. Work includes connections with low voltage wiring above ground. The installation of the Fuel Management System (FMS) at the Hertz QTA Facility is exempt under CEQA Section 15061 (b) (3), the General Rule, that states CEQA applies only to projects which have the potential for causing a significant effect on the environment. It can be seen with certainty that there is no possibility that the installation of the FMS equipment aboveground, which will not touch or disturb any potentially contaminated soil or groundwater, will have a significant effect on the environment, and therefore, the project is not subject to CEQA. SCHEDULED FOR VALUATIONOF BOARDACTION: Date: October 24, 2013 WORK: $ 45,000.

FROM: PORT PERMITS, ENGIER G SERVICES DEPARTMENT Date: çimend Approval

ROUTE TO: (Please sign and send to next on list ASAP)

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SUMMARY SHEET for PERMIT APPLICATION (This Summary Agenda Sheet to be used for ALLpermits in this category for which Board approval is recommended.)

DATE: October 8, 2013 PORT PERMIT NO: 5007

BUILDINGPERMIT APPLICATION: _New Construction _Addition _Alteration _Demolition _Repair Other, Tank

SIGN PERMIT APPLICATION XWaIl Sign _Po{e Sign _New _Alter _Repair _Non-electric _Electric _Tem porary

PORT TENANT & PERMIT APPLICANT: Aviation Institute of Maintenance (AIM)

LOCATION OF PROPOSED WORK: 9636 Earhart Road, L105 BRIEFDESCRIPTIONOFPROPOSEDWORK: Installation of an identification sign on the rear wall of the building facing Doolittle Drive. The sign will be an internally illuminated cabinet, approximately 40 sq. ft. This project has been determined to be exempt from the requirements of the California Environmental Quality Act pursuant to Section 15301 & 15303(e)

SCHEDULED FOR VALUATIONOF BOARD ACTION: Date: October 24, 2013 WORK: $ 7,500

FROM: PORT PERMITS, NG SERVICES DEPARTMENT

Date: ommend Approval

ROUTE TO: (Please sign and send to next on list ASAP)

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BOARD MTG. DATE: 10/24/13

AGENDA REPORT

TITLE: Approval of a Second Supplemental Agreement to Right of Way Use Permit Agreement (Onshore) with SFPP, L.P. (Kinder Morgan Energy Partners) for Petroleum Products Pipelines and Facilities at Oakland International Airport (Aviation)

AMOUNT: $2,321 per Month

PARTIES INVOLVED:

Corporate Name/Principal Location SFPP, L.P. Orange, California Kinder Morgan Energy Partners, L.P. Houston, Texas Richard D. Kinder, Chairman and C.E.O. Edward O. Gaylord, President

TYPE OF ACTION: Resolution

SUBMITTED BY: Deborah Ale Flint, Director of Aviation

APPROVED BY: J. Christopher Lytle, Executive Director

This action would approve the terms and conditions, and authorize the Director of Aviation to execute, a Second Supplemental Agreement to Right of Way Use Permit Agreement (Onshore) with SFPP, L.P. covering two petroleum products pipelines (10” diameter and 12” diameter), 18,671 linear feet that run along the bulk of the length of the perimeter dike surrounding the Oakland International Airport (the 2nd Supplement).

FACTUAL BACKGROUND

Beginning in 1968, the Port and Southern Pacific Pipe Lines, Inc. (“SPPL”) entered into several agreements covering the installation, maintenance and operation of petroleum pipelines and related equipment at Oakland International Airport (the “Airport”):

1. Right of Way Use Permit Agreement (Onshore): Covers two pipelines (10” diameter and 12” diameter), 18,671 feet in length. Forty-five year term effective November 1, 1968 with an expiration date of October 31, 2013. The premises begins at the Port’s property line along the San Leandro Slough dike near the Metropolitan Golf Links and follows the dike around the Airport to a point on the edge of the Bay near the western end of Runway 29/11 (the Onshore Agreement). In 1979, the Port and SPPL entered into a First Supplemental Agreement which modified the liability insurance provisions of the Onshore Agreement;

2. Right of Way Use Permit Agreement (Offshore): Covers two pipelines (10” diameter and 12” diameter), 11,837 feet in length. Fifteen year term effective July 15, 1968, with the right to extend the term for three successive ten year periods. The

SFPP-2nd Supplement-Agenda Report.02 (2013-10-24) 1

14 CONSENT ITEMS Tab 2.3

BOARD MTG. DATE: 10/24/13

premises begins at the edge of the Bay near the western end of Runway 29/11 (coincident with the Onshore Agreement) and continues southwesterly under the San Francisco Bay until it reaches the border of San Mateo County (the Offshore Agreement). SFPP failed to exercise its third ten-year option to extend; however, since its facilities were still operational, the Offshore Agreement was extended by the terms of a Second Supplemental Agreement (Port Ordinance No. 3853). SFPP has continued to pay rental and occupies the premises on a hold-over basis.

3. Grant of Easement: Effective October 21, 1980 and terminates upon the expiration of the Onshore Agreement and the Offshore Agreement. Covers 15,000± square feet of land adjacent to the San Leandro Slough in the vicinity of the South Field Tank Farm; commonly referred to as the “Metering Station” (the Metering Station Easement); and,

4. License and Concession Agreement: A one-year agreement, (currently on month-to- month holdover), effective May 15, 2005, covering 2,000± square feet of land used for the installation and maintenance of a cathodic protection system (“CPS”) and the electric power supply needed for the operation of the CPS (the CPS L&C). Cathodic protection is a form of corrosion prevention or control commonly employed for buried or submerged metallic structures such as pipelines. The CPS applies a continuous electric current at proper voltage to the structure, disrupting the corrosion process (which is fundamentally an electrical-chemical reaction). Cathodic protection cannot reverse corrosion that has already occurred; only limit or prevent further corrosion while the cathodic current is active. The CPS L&C superseded an earlier Grant of License dating from 1991.

Since the inception of the original agreements, SPPL has gone through a series of mergers, partnership formations, and name changes including Southern Pacific Pipe Lines Partnership, L.P., Santa Fe Pacific Pipelines, Inc. and SFPP, L.P. Currently, the assets are owned by SFPP, L.P. with Kinder Morgan Energy Partners, L.P. (and its affiliates) (“KMEP”) acting as the general partner. SFPP, L.P. has no employees or corporate officers. For convenience, in this Agenda Report, the entity is referenced as “SFPP”.

ANALYSIS

In 2007, the agreements referenced in 2, 3 and 4 above were combined into a single month-to-month Lease. At that time, since the Onshore Agreement still had approximately six years remaining on its term, it was not incorporated into the Lease.

For the past several months, Port staff, the Port Attorney’s Office, representatives from SFPP and outside counsel for both parties have been negotiating the terms and conditions of a consolidated agreement which would update and extend the current four agreements between the Port and SFPP. Part of these negotiations include addressing pipeline issues as they relate to the Port’s Airport Perimeter Dike Program. Once fully-negotiated, the proposed consolidated agreement will be brought back to the Board for its consideration and approval. Despite these dedicated efforts, a mutually-acceptable consolidated

SFPP-2nd Supplement-Agenda Report.02 (2013-10-24) 2

15 CONSENT ITEMS Tab 2.3

BOARD MTG. DATE: 10/24/13 agreement has not yet been finalized and it is proposed to extend the Onshore Permit under the existing terms and conditions with the following modifications:

Term: Two (2) months, terminating on December 31, 2013. It is proposed that the Board authorize the Director of Aviation to further extend the Onshore Permit in monthly increments if, in her sole opinion, the parties are continuing to make progress in negotiating a final, consolidated agreement. In no event shall the Onshore Permit be extended beyond June 30, 2014 without seeking further Board authorization.

Monthly Rental: Rental is currently billed on an annual basis. The rate is dictated by the California Public Utilities Commission; FY12-13 rent was $27,347 per annum. For the 2nd Supplement, annual rental will be increased by CPI (1.87% year-over-year) to $27,858 and divided by 12 to equal $2,321 per month.

Premises: The location of the two subsurface pipelines covered by the Onshore Agreement is illustrated below:

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BOARD MTG. DATE: 10/24/13

STRATEGIC PLAN ALIGNMENT

Approving the 2nd Supplement will fulfill the following strategic plan objectives:

STRATEGIC PRIORITY GOAL OBJECTIVE IMPLEMENTATION AREAS 4SFPP, has been a Port tenant for 45+ years and has invested significant capital in its existing petroleum pipeline facilities, including the subject 10” and 12” onshore pipelines. Through this 2nd Supplement and the anticipated new, updated Goal A: consolidated agreement, Create 1. Maximize the use of existing assets. SFPP will continue to be a Sustainable valued Port tenant.

Economic 4. Pursue strategic partnerships at all 4SFPP pipelines are Growth For The levels: local, regional, national and important regional Port And international. infrastructure as it is the Beyond. only pipeline providing aviation fuel to the Airport. After passing by the Airport’s tank farm, the Sustainable subject pipelines continue Economic and along the dike, under the Business San Francisco Bay, and Development on to SFPP’s tank farm in Brisbane, where the fuel it delivers serves San Francisco and the entire Peninsula. 4SFPP has been a Port tenant for at least 45 years and has invested in several million dollars in 1. Retain existing customers and tenants. capital improvements to its petroleum products Goal B: 3. Price Port services to provide a highly pipelines and facilities. Maintain and competitive value. 4Rental rates charged by Aggressively the Port for pipelines is Grow Core 4. Promote effective strategic dictated by the California Businesses. communication with Port customers. Public Utilities

Commission, and is non- 5.Enhance Customer Service negotiable.

4Entering into a new, updated form of consolidated agreement SFPP-2nd Supplement-Agenda Report.02 (2013-10-24) 4

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BOARD MTG. DATE: 10/24/13

covering all of SFPP’s petroleum products pipelines and facilities has been protracted, but significant progress has been made recently which lead staff to believe the short-term extension of the Onshore Permit will result in a positive outcome for the parties.

BUDGET & FINANCIAL IMPACT

There is no budget impact as the FY2013-14 Operating Budget included revenue equal to the amount proposed in the 2nd Supplemental Onshore Agreement.

STAFFING IMPACT

There will be no change in Port staffing as a result of entering into this the 2nd Supplement.

SUSTAINABILITY

There are no obvious environmental opportunities involved in this project.

ENVIRONMENTAL

CEQA Determination: The 2nd Supplement is categorically exempt from the California Environmental Quality Act (CEQA) Guidelines pursuant to Section 15301, Existing Facilities, which exempts the operation, repair, maintenance, permitting, leasing, licensing, or minor alteration of existing public or private structures, facilities, mechanical equipment or topographical features, involving negligible or no expansion of use beyond that existing at the time of the lead agency’s determination.

MARITIME AND AVIATION PROJECT LABOR AGREEMENT (MAPLA)

The action to approve the 2nd Supplement does not fall within the scope of the Port of Oakland Maritime and Aviation Project Labor Agreement (MAPLA) and the provisions of the MAPLA do not apply to this action. However, if future tenant construction work exceeds the thresholds required for coverage under the MAPLA, the provisions of MAPLA will apply when the Port permits are requested for said future construction work.

OWNER CONTROLLED INSURANCE PROGRAM (OCIP)

Owner Controlled Insurance Program does not apply to the 2nd Supplement.

GENERAL PLAN

Pursuant to Section 727 of the City of Oakland Charter, this project has been determined to conform to the policies for the transportation designation of the Oakland General Plan.

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BOARD MTG. DATE: 10/24/13

LIVING WAGE

Living wage requirements, in accordance with the Port’s Rules and Regulations for the Implementation and Enforcement of the Port of Oakland Living Wage Requirements (the “Living Wage Regulations”), do not apply to this agreement as the tenant does not employ 21 or more employees working on Port-related work and does not have a tenancy agreement that is expected to generate greater than $50,000 in payments to the Port. However, the tenant will be required to certify that should living wage obligations become applicable, the tenant shall comply with the Living Wage Regulations.

OPTIONS

1. Approve (i) the Second Supplemental Agreement to Right of Way Use Permit Agreement (Onshore) with SFPP, L.P. covering two pipelines (10” diameter and 12” diameter), 18,671 linear feet that run along the bulk of the length of the perimeter dike surrounding the Oakland International Airport as proposed with SFPP, L.P. as outlined above, and (ii) authorize the Director of Aviation to further extend the Onshore Permit in additional one-month increments to no later than June 30, 2014, which will provide the parties a limited amount of additional time to complete negotiations for a long term, consolidated agreement;

2. Reject the proposed Second Supplemental Agreement to Right of Way Use Permit Agreement (Onshore) with SFPP, L.P. which would result in the expiration of the Onshore Permit on October 31, 2013 and could jeopardize fueling operations at the Airport and elsewhere in the Bay Area; or,

3. Reject the proposed Second Supplemental Agreement to Right of Way Use Permit Agreement (Onshore) with SFPP, L.P., but recommend different terms and conditions.

RECOMMENDATION

It is recommended that the Board pass a resolution approving (i) the Second Supplemental Agreement to Right of Way Use Permit Agreement (Onshore) with SFPP, L.P. covering two pipelines (10” diameter and 12” diameter), 18,671 linear feet that run along the bulk of the length of the perimeter dike surrounding the Oakland International Airport as proposed with SFPP, L.P. as outlined above, (ii) authorize the Director of Aviation to execute the Second Supplemental Agreement to Right of Way Use Permit Agreement (Onshore); and, (iii) authorize the Director of Aviation to further extend the Onshore Permit in additional one-month increments to no later than June 30, 2014, subject to the Port Attorney’s review and approval as to form of the Second Supplemental Agreement to Right of Way Use Permit Agreement (Onshore).

SFPP-2nd Supplement-Agenda Report.02 (2013-10-24) 6

19 CONSENT ITEMS Tab 2.3

10/24/13 Item MH/kk

BOARD OF PORT COMMISSIONERS CITY OF OAKLAND

RESOLUTION APPROVING AND AUTHORIZING EXECUTION OF A SECOND SUPPLEMENTAL AGREEMENT TO RIGHT OF WAY USE PERMIT AGREEMENT (ONSHORE) WITH SFPP, L.P. FOR PEROLEUM PRODUCTS PIPELINES AND FACILITIES THE OAKLAND INTERNATIONAL AIRPORT. /

WHEREAS the Board of Poj’/Commissioners\(Board”) has reviewed and evaluated the Agenda Rpt Iten date’d)October 24, 2013 (herein “Agenda Report”) and d/agenda materials, has received the expert testimony elat of Port\. ‘f//Oakland staff, and has provided opportunities for and täkn public.2 drnment; RESOLVED that based bor-th info’mtion contained in the Agenda Report, the Board hereby\ aproy 2‘d authorizes: (1) the terms and conditions ozthé-econd ‘$ emèntal Agreement to Right of Way Use Permit erneb (Onshoe) with SFPP, L.P. (“Second Supplemental”) cove/ri2A two ipe1ins, (10” diameter and 12” diameter) running 18,671 linear feet along the bulk of the length of the perimeter dike surrounding’ ,the Oaklafld International Airport for a two month period cmin cing’NovemberA, 2013, and terminating December 31, 2013, atmonthl at\of $2,321; (2) the Director of Aviation to execute and (3) the Director of Aviation to execute fS4rfer supp1meI1ts’\è) the Right of Way Use Permit Agreement (Onshore) \additionl\. onemonth terms to no later than June 30, 2014, subject.tthe PotAttorney’s review and approval as to form of the Second Superiental and the further supplements as more fully described in theArjd’a / Report; and be it FURTHER EOLVED that in acting upon this matter, the Board has exercised its independent judgment based on substantial evidence

297677

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of an 21 CONSENT ITEMS Tab 2.4

BOARD MTG. DATE: 10/24/13

AGENDA REPORT

TITLE: Deletion of One (1) Position of Airport Terminal Maintenance Coordinator and the Addition of One (1) Position of Aviation Project Coordinator in the Aviation Facilities Department To the Fiscal Year 2013-2014 Budget and Staffing Plan.

AMOUNT: Estimated cost savings of $9,440 in FY 2013-14.

PARTIES INVOLVED:

Corporate Name/Principal Location

TYPE OF ACTION: Resolution

SUBMITTED BY: Denyce L. Holsey, Director of Administration

APPROVED BY: Chris Lytle, Executive Director

INTRODUCTION

It is recommended that the Board approve changes to the Fiscal Year 2013-2014 Budget and Staffing Plan as follows: the deletion of one (1) position of Airport Terminal Maintenance Coordinator and the addition of one (1) position of Aviation Project Coordinator in the Aviation Facilities Department. Board action to delete a position and to add a position is by way of a resolution.

ANALYSIS

Request to change the positions in the staffing plan by deleting one currently budgeted position of Airport Terminal Maintenance Coordinator and adding in its place the position of Aviation Project Coordinator. Aviation staff has determined the Maintenance Coordinator position to be the position of choice for the Facilities Department Staffing needs. The Aviation Project Coordinator will oversee and administer the various on-call maintenance contracts for the Aviation Facilities Department, including the conveyance maintenance contract. In addition, the Aviation Project Coordinator will have the responsibility of performing a range of administrative duties in support of first and second level supervisors. This position will create efficiencies, allowing supervisory staff to dedicate more time to preventive maintenance strategies, which will maximize the life of the Port’s assets.

Therefore, staff is recommending the addition and allocation of one (1) Aviation Project Coordinator (Unit L/Represented) position to the Fiscal Year 2013-2014 Budget and Staffing Plan. The Aviation Project Coordinator is assigned to the existing Salary Schedule 230 (a - $6,079, b - $6,385, c - $6,701 d - $7,104, e - $7,531). Staff is also recommending

22 CONSENT ITEMS Tab 2.4

BOARD MTG. DATE: 10/24/13 the deletion of one (1) position of Airport Terminal Maintenance Coordinator from the Fiscal Year 2013-2014 Budget and Staffing plan that is assigned to the existing Salary Schedule 63 (a - $7,065, b - $7,420, c - $ 7,789 d - $8,237, e - $8,709). Staff will submit the Aviation Project Coordinator classification to the City of Oakland Civil Service Board (CSB) after Board approval of this recommended action. Staff intends to fill this critical position in December 2013 from the eligible list.

STRATEGIC PLAN

Deletion of One (1) Airport Terminal Maintenance Coordinator position and Addition of One (1) Aviation Project Coordinator position in the Aviation Facilities Department is consistent with and supports the Port’s Strategic Plan:

Strategic Priority Area: Port Workforce and Operations Strategic Priority How this Action Goal Objective Area Implements Goal I: 3. Align The deletion of an Airport Align the Port’s responsibilities, Terminal Maintenance workforce, authorities and Coordinator position and the organizational incentives to ensure addition of an Aviation Port Workforce structure and accountability and Project Coordinator position transparency in will provide the staffing level and Operations personnel management achieving the Port’s needed to address airlines practices for optimal strategic goals. and tenants concerns of performance of the providing enhanced Port. efficiencies and customer support.

BUDGET & FINANCIAL IMPACT

The estimated cost savings of $9,440 in FY 2013-14 will be realized through the lower salary schedule of the added position. It is anticipated the position will be filled in December 2013.

STAFFING IMPACT

There will be no net increase/decrease to the employee FTE count. The added position is in Unit L/Represented and the deleted position is in Unit B/Represented.

23 CONSENT ITEMS Tab 2.4

BOARD MTG. DATE: 10/24/13

SUSTAINABILITY

No sustainability opportunities are identified.

ENVIRONMENTAL

The California Environmental Quality Act (CEQA) Guidelines, Section 15061(b) (3) (“the general rule”) states that CEQA applies only to projects, which have the potential for causing a significant effect on the environment. Where it can be seen with certainty that there is no possibility that the activity may have a significant effect on the environment, the activity is not subject to CEQA. Deletion and addition of a staff position is not a project under CEQA, and no environmental review is required.

MARITIME AND AVIATION PROJECT LABOR AGREEMENT (MAPLA)

The matters contained in this Agenda Sheet do not fall within the scope of the Port of Oakland Maritime and Aviation Project Labor Agreement (MAPLA) and the provisions of the MAPLA do not apply.

OWNER CONTROLLED INSURANCE PROGRAM (OCIP)

Owner Controlled Insurance Program (OCIP) does not apply to this action.

GENERAL PLAN

This action does not meet the definition of "project" under the City of Oakland General Plan, and no conformity determination is required.

LIVING WAGE

Not applicable because it does not involve contracts or agreements with any other entities.

OPTIONS

1. Approve staff’s recommendation to delete One (1) Airport Terminal Maintenance Coordinator position and to add One (1) Aviation Project Coordinator position to the Fiscal Year 2013-2014 Budget and Staffing Plan.

2. Not approve staff’s recommendation to delete One (1) Airport Terminal Maintenance Coordinator position and to add One (1) Aviation Project Coordinator position to the Fiscal Year 2013-2014 Budget and Staffing Plan.

RECOMMENDATION

It is recommended that the Board of Port Commissioners approve the deletion of One (1) Airport Terminal Maintenance Coordinator position and the addition of One (1) Aviation Project Coordinator position to the Fiscal Year 2013-2014 Budget and Staffing Plan.

24 in herein, position facts, position substantial Staffing Year Report; opportunities testimony and (“Agenda related evaluated FCJRTHE RESOLVED, WHEREAS, RESOLVED, 2013-14 data, and AVIATION MAINTENANCE RESOLUTION the Pl1/as of of Report”) materials of , evi Airport anal ‘RSOLVED) for Staffi,,/Plan 5 )

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I OF I and 24, contained based upon Item DSC:mj 10/24/13 provided reviewed it 2013-14 of of Agenda be Fiscal expert 297702 2013, and the one one it on 25 CONSENT ITEMS Tab 2.5

SUMMARY SHEET for PERMIT APPLICATION (This Summary Agenda Sheet to be used for ALL permits in this category for which Board approval is recommended.)

DATE: September 23, 2013 PORT PERMIT NO: 5004

BUILDING PERMIT APPLICATION: _New Construction _Addition -lLAlteration _Demolition _Repair _Other, Tank

SIGN PERMIT APPLICATION _Wall Sign _Pole Sign _New _Alter _Repair _Non-electric _Electric _Temporary

PORT TENANT: PERMIT APPLICANT:

Clear Channel Outdoor _C_le_a_r_C_h_a_n_n_e_l_O_u_t_d_o_o_r _ LOCATION OF PROPOSED WORK: end Burma Road at Bay Bridge toll plaza BRIEF DESCRIPTION OF PROPOSED WORK: Reconstruction of support frame for billboard to realign to the new bay bridge alignment. The base of the pole and foundation will remain. The top portion will be cut off and replaced. Electrical work is included to reconnect after the billboard is reconfigured. This project has been determined to be exempt from the requirements of the California Environmental Quality Act pursuant to Sections 15301 and 15302. SCHEDULED FOR VALUATIONOF BOARD ACTION: Date: October 10, 2013 WORK: $ 75,000.

FROM: PORT PERMITS, ENGr~ICES DEP Date: mmend Approval

ROUTE TO: (Please sign and send to next on list ASAP)

g. Dec., or EIR ,I 21 ate: 1(ff.71f2-

(2) DIRECTOR OF ENGINEERING __ ~ Date: 1(0/r~

(3) EXECUTIVE DIRECTOR Date: 9-;;"7-/5

(4) PORT PERMITS - ENGINEERING SE Date: _ Received By:

BOARD APPROVAL: Resolution No: _ Date: _

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PORT ORDINANCE NO. 4256

ORDINANCE APPROVING AND AUTHORIZING EXECUTION OF LICENSE AND CONCESSION AGREEMENT WITH THE FRENCH ARTIST CLUB FOR PREMISES LOCATED AT 2400 EMBARCADERO ROAD.

WHEREAS the Board of Port Commissioners of the City of Oakland (“Board”) has reviewed and evaluated the Agenda Report for Agenda Item 2.3, dated October 10, 2013 (the “Agenda Report”) and related agenda materials, has received the expert testimony of Port of Oakland (“Port”) staff, and has provided opportunities for and taken public comment; now, therefore

BE IT ORDAINED by the Board of Port Commissioners of the City of Oakland as follows:

Section 1. In acting upon this matter, the Board has exercised its independent judgment based on substantial evidence in the record and adopts and relies upon the facts, data, analysis, and findings set forth in the Agenda Report and in related agenda materials and in testimony received.

Section 2. The Board hereby approves the terms and conditions proposed in the Agenda Report for a License and Concession Agreement between the Port and the French Artist Club, on an ongoing month-to-month basis, for the premises located at 2400 Embarcadero Road, for $1,552.50 per month.

Section 3. The Board authorizes the Executive Director, or his designee, to approve and execute for and on behalf of the Board the License and Concession Agreement and such other documents as may be necessary to consummate this transaction, as approved by the Port Attorney as to form and legality, and subject to the condition that the approvals set forth in this ordinance be valid for no longer than 30 days, and that if the subject documents are not fully executed by that date such approval shall be null and void unless further extended at the sole and absolute discretion of the Executive Director or his designee.

Section 4. The Board hereby finds and determines that this transaction is exempt from the requirements of the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines, Article 19, Section 15300.4, which directs public agencies, in the course of establishing their own procedures, to list specific activities that fall within each of the exempt classes categorized under Article 19 (Categorical Exemptions), and Port CEQA Guidelines Section 15301 (p), which exempts the execution of leases or License and Concession Agreement where the premises or licensed activity was previously existing.

Page 1 of 2 297346

31 CONSENT ITEMS Tab 2.7

Section 5. This ordinance is not evidence of and does not create or constitute (a) a contract, agreement, lease or the grant of any right, entitlement or property interest, or (b) any obligation or liability on the part of the Board or any officer or employee of the Board.

Section 6. This ordinance shall take effect thirty (30) days from and after its final adoption.

The Board of Port Commissioners, Oakland, California, October 10, 2013. Passed to print for one day by the following vote: Ayes: Commissioners Colbruno, Hamlin, Head, Parker, Uno and President Yee – 6. Noes: 0 Excused: President Butner.

John T. Betterton Secretary of the Board

Page 2 of 2 297346

32 CONSENT ITEMS Tab 2.8

PORT ORDINANCE NO. 4257

ORDINANCE APPROVING AND AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE AN AMENDMENT TO THE LEASE WITH SHIPPERS TRANSPORT EXPRESS, INC. TO EXTEND THE TERM FOR ONE YEAR.

WHEREAS, the Board of Port Commissioners (the “Board”) has reviewed and evaluated the Agenda Report for Agenda Item 6.2 dated October 10, 2013 (the “Agenda Report”) and related agenda materials, has received the expert testimony of Port of Oakland (“Port”) staff, and has provided opportunities for and taken public comment on the proposed one-year extension of the lease of approximately 37.83 acres in the Maritime Support Area with Shippers Transport Express, Inc. (“STE”); and

WHEREAS, the proposed one-year lease extension would be at the same lease rate that STE is currently paying ($2,428,803 per year) and would expire on July 31, 2014, subject to the other terms and conditions described in the Agenda Report; now therefore

BE IT ORDAINED by the Board of Port Commissioners as follows:

Section 2. The Board hereby finds and determines that it is in the best interest of the Port to approve and authorize the Executive Director of the Port or his designee to execute the First Amendment to Lease with STE (the “First Amendment”) at an annual lease rate of $2,428,803, a term expiring on July 31, 2014 and in substantially the form of the First Amendment on file with the Secretary of the Board.

Section 3. The Board hereby finds and determines as follows:

A. That the proposed First Amendment to extend the lease with STE was reviewed in accordance with the requirements of the California Environmental Quality Act (“CEQA”), and the Port CEQA Guidelines. The lease extension is categorically exempt from CEQA pursuant to the Port CEQA Guidelines, Section 15301(p), which exempts renewals, extensions or amendments to leases or license and concession agreements where the premises or licensed activity was previously leased or licensed to the same or another person, and involving negligible or no expansion of use beyond that previously existing. Furthermore, the general rule in Section 15061(b) (3) of the CEQA Guidelines states that CEQA applies only to activities that have a potential for causing a significant effect on the environment. It can be seen with certainty that there is no possibility that extending the existing lease for one year and for the same uses will result in a physical change in the environment, and therefore this action is not subject to CEQA.

B. Portions of the lease premises are on sites that are under oversight of the California Department of Toxic Substances Control (former Fleet and Industrial Supply Center Oakland (“FISCO”) and the Alameda County Department of Environmental Health (former Ringsby site). The Joint Intermodal Terminal (“JIT”) Project Final

297578

33 CONSENT ITEMS Tab 2.8

Environmental Impact Report (“EIR”), adopted by the Board on June 15, 1999, and the second Addendum to the EIR, approved on August 7, 2001, evaluated the use of the JIT Phase 2 area for maritime- support activities consistent with the uses undertaken by STE, and provide sufficient environmental review of this type of maritime services lease on the former FISCO property. Therefore, no further environmental review is required for the Board to approve the lease extension at this site.

Section 4. This ordinance approves and authorizes the execution of a lease extension in substantially the form of the First Amendment on file with the Secretary of the Board. Unless and until a separate written instrument is duly executed on behalf of the Board as authorized by this ordinance and is signed and approved as to form and legality by the Port Attorney, there shall be no valid or effective lease extension or amendment.

John T. Betterton Secretary of the Board

297578

34 CONSENT ITEMS Tab 2.9

Regular Meeting of the Board of Port Commissioners Thursday September 26, 2013 – 1:00 p.m. Board Room – 2nd Floor

ROLL CALL

President Butner called the Regular Meeting of the Board for September 26, 2013 to order at the hour of 1:00 pm. And the following Commissioners were in attendance

Commissioner Colbruno, Commissioner Parker, Commissioner Uno, 2nd Vice-President Hamlin, 1st Vice President Yee and President Butner.

Commissioner Head joined the Closed Session at 1:43.

1. CLOSED SESSION

President Butner convened the board in Closed Session at the hour of 1:01 p.m. to hear the following Closed Session Items:

1.1 CONFERENCE WITH REAL PROPERTY NEGOTIATOR - As provided under California Government Code Section 54956.8:

Property: Howard Terminal/Berths 60-63 Negotiating Parties: Port of Oakland and SSA Terminals Agency Negotiator: Executive Director, Chris Lytle and Acting Director of Maritime, Jean Banker Under Negotiation: Price and Terms of Lease

Property: Oakland Army Base Negotiating Parties: Port of Oakland and Various Parties Agency Negotiator: Acting Director of Maritime, Jean Banker Under Negotiation: Price and Terms of Tenancy

35 CONSENT ITEMS Tab 2.9

1.2 CONFERENCE WITH LEGAL COUNSEL - ANTICIPATED LITIGATION. Significant Exposure to Litigation Pursuant to Subdivision (b) of California Government Code Section 54956.9: 3 matters

1.3 PUBLIC EMPLOYEE PEFORMANCE EVALUATON

Title: Executive Director, Port Attorney, Port Auditor

President Butner did not take part in the discussion of Item 1.4 and was not in the room while it was being discussed.

1.4 CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION. Pursuant to Subdivision (a) of California Government Code Section 54956.9.

CMC Food Services LLC and NNF Grewal, Inc., v. Port of Oakland, et al.; Alameda County Superior Court Case No.: RG13685134

ROLL CALL/OPEN SESSION (Approximately 4:00 p.m.)

President Butner reconvened the Open Session of the Regular Meeting of the Board at 4:11 p.m., and the following Commissioners were in attendance:

Commissioner Colbruno, Commissioner Head, Commissioner Parker, Commissioner Uno, 2nd Vice-President Hamlin, 1st Vice President Yee and President Butner.

Vice-President Yee read the Commissioner’s Statement of Intention.

CLOSED SESSION REPORT

Port Attorney, Danny Wan, reported that on a Motion by Vice-President Yee, seconded by Commissioner Uno, the Board unanimously (6 ayes and 1 absent - Head) approved the following:

Resolution 13-95, Approving And Authorizing Execution Of A Settlement Agreement And Partial Release With Respect To The Former Mobil Oil Site At Berths 23/24 With Zurich American Insurance Company.

Additionally, The Port Attorney reported on a previous action taken in Closed Session on September 12th and inadvertently left out of the Closed Session report at that meeting:

On a Motion by Commissioner Uno, seconded by Vice-President Yee, the Board approved(6 Ayes and 1 Abstention – Butner), the following:

Resolution 13-89, Approving an Increase In Spending For Outside Counsel In Connection With CMC Food Services LLC and NNF Grewal, Inc., v. Port of Oakland, et al

36 CONSENT ITEMS Tab 2.9

2. CONSENT ITEMS

A Motion to approve the Consent Items 2.1 through 2.7 was made by Commissioner Head and seconded by. Vice-President Hamlin.

2.1 Resolution & Ordinance: Approval of Two Agreements with Piedmont Hawthorne Aviation, LLC d/b/a Landmark Aviation (Aviation)

2.2 Ordinance: Approval of a Lease with Safeway, Inc. (Aviation)

2.3 Ordinance No. 4248, 2nd Reading Of An Ordinance Approving An Airline Operating Agreement Each With Eighteen Airlines And An Annex “A” Space/Use Permit With Nine Of Those Airlines.

2.4 Ordinance No. 4249, 2nd Reading Of An Ordinance Approving And Authorizing The Execution Of A First Amendment To Telecommunications License Agreement With MetroPCS California, LLC DBA MetroPCS Operating At Oakland International Airport.

2.5 Ordinance No. 4250, 2nd Reading Of An Ordinance Approving And Authorizing Execution Of An Amendment To The License And Concession Agreement With The Association For The Preservation Of The Presidential Yacht Potomac To Extend The Term For An Additional Three Years.

2.6 Ordinance No. 4251, 2nd Reading Of An Ordinance Approving And Authorizing The Executive Director To Execute A Grant Of Easement To Pacific Gas And Electric (“PG&E”) To Relocate A Power Pole Within Port Property At The Former Oakland Army Base (“OAB”) Along 14th Street, Oakland, Ca.

John Monetta, the City’s property manager for the Oakland Army Base site, addressed the Board on Item 2.7.

2.7 Ordinance No. 4252, 2nd Reading Of An Ordinance Approving And Authorizing The Executive Director To Authorize An Amendment To The Permitted Uses And Term For A Space Assignment With The City Of Oakland For 5 Acres Of Land On The Port- Owned Former Oakland Army Base Property.

The Motion to approve the Consent Items passed by the following votes: (7) Ayes: Commissioner Colbruno, Commissioner Head, Commissioner Parker, Commissioner Uno, 2nd Vice-President Hamlin, 1st Vice President Yee and President Butner.

3. MAJOR PROJECTS

Maritime Projects Manager, Mark Erickson, presented Item 3.1. He was joined by Mark McClure of California Capital and Investment Group from the City of Oakland’s Army Base Development Team.

3.1 Report: Oakland Army Base (OAB) Update (Maritime)

37 CONSENT ITEMS Tab 2.9

Senior Maritime Projects Administrator, Delphine Prevost, presented Item 3.2.

3.2 Report: Shore Power Update (Maritime)

4. BUDGET & FINANCE

Chief Financial Officer, Sara Lee, reported on Item 4.1.

4.1 Report: Fiscal Year 2013 Financial Highlights

5. STRATEGY & POLICY

Acting Director of Maritime and Deputy Executive Director, Jean Banker, reported on Item 5.1.

5.1 Report: Proposal to Issue Request for Proposals for Howard Terminal (Berths 67-68) (Maritime)

6. REMAINING ACTION ITEMS

The Director of Engineering, Chris Chan, reported on Item 6.1.

Millie Cleveland addressed the Board on Item 6.1.

A Motion to approve Item 6.1, excepting Stanley Convergent Security, was made by Commissioner Uno, and seconded by Vice-President Hamlin.

6.1 Resolution: Fiscal Year 2012/2013 On-Call Contract Usage Report and Authorization for the Executive Director to Execute Various On-Call Contracts (Engineering)

The Motion to approve Item 6.1 passed by the following votes: (7) Ayes: Commissioner Colbruno, Commissioner Head, Commissioner Parker, Commissioner Uno, 2nd Vice- President Hamlin, 1st Vice President Yee and President Butner.

The Director of Aviation, Deborah Ale-Flint, reported on Item 6.2.

Millie Cleveland addressed the Board on Item 6.2.

A Motion to approve Item 6.2 was made by Vice-President Yee, and seconded by .Commissioner Parker.

6.2 Ordinance: Adoption of Rules and Regulations for Oakland International Airport, amending and restating Port Ordinances 4091, 4149, 3634, 4125, and 4193, and Airport Security Directives 200 and 205.3C, Air Operations Area Safety Directive 406.2 and Airport Operations Directives 604.9 and 604.11. (Aviation)

38 CONSENT ITEMS Tab 2.9

The Motion to approve Item 6.2passed by the following votes: (7) Ayes: Commissioner Colbruno, Commissioner Head, Commissioner Parker, Commissioner Uno, 2nd Vice- President Hamlin, 1st Vice President Yee and President Butner.

7. UPDATES/ANNOUNCEMENTS

The Director of External Affairs, Isaac Kos-Read reported on the Eat Real Festival held in Jack London Square on the previous weekend.

8. SCHEDULING

There were no “Scheduling” items.

OPEN FORUM

Libby Stahl addressed the Board in Open Forum.

ADJOURNMENT

There being no additional business the Board adjourned at 6:04 p.m.

______John Betterton, Secretary Date Board of Port Commissioners

39 CONSENT ITEMS Tab 2.10

INFORMATIONAL REPORT (This Item is for information only and no action is requested or required of the Board of Port Commissioners.)

TITLE: Report of Appointments, Separations and Leaves of Absence for FY 2013-14 1st Quarter (July 1, 2013 – September 30, 2013)

BOARD MEETING DATE: October 24, 2013

SUBMITTED BY: Denyce L. Holsey, Director of Administration

APPROVED BY: Chris Lytle, Executive Director

SUMMARY

The attached reports of all appointments, separations, and leaves of absence are for the quarter ending September 30, 2013.

As of September 30, 2013, the actual FTE count is 454. The approved budgeted FTE count for FY2013-14 is 492. There are a total of 38 vacancies.

Additionally, you will find the Port’s recruitment schedule for the week ending October 4, 2013.

Attachments (2)

40 CONSENT ITEMS Tab 2.10

Quarterly Report of Appointments, Separations and Leaves of Absence FY 2013-14 1st Quarter (July 1, 2013 – September 30, 2013)

Appointments (New Hires)

MONTHLY CHANGE HIRE DATE NAME UNIT POSITION JOB TITLE SALARY REASON

1 7/15/13 Haas,Christopher K Aviation Security Superintendent $ 9,686 New Hire

2 7/22/13 Abedi,Bahram L Port Technical Support Analyst II $ 6,964 New Hire

3 7/22/13 Gephart,Tiffany L Management Assistant $ 8,174 New Hire

4 7/22/13 Lytle,Chris H Executive Director $ 27,083.34 New Hire

5 8/22/13 Tang,Min L Port Associate Auditor $ 6,830 New Hire

6 8/26/13 Zolezzi,David L Port Senior Financial Analyst $ 7,980 New Hire

7 9/23/13 Grimm,Samuel C Port Assistant Engineer (Civil Work) $ 7,357 New Hire

8 9/30/13 Charpentier,Sean L Associate Aviation Project Manager $ 9,266 New Hire

Airport Operations Specialist, 9 9/30/13 Pedretti,Paul B Airside/Landside $ 8,944 Reinstatement

41 CONSENT ITEMS Tab 2.10

Quarterly Report of Appointments, Separations and Leaves of Absence FY 2013-15 1stQuarter (July 1, 2013 - September 30, 2013)

Separations

MONTHLY TERM DATE NAME UNIT POSITION JOB TITLE SALARY SEPARATION REASON Secretary to the Executive 1 9/9/2013 Jackson,Genevieve I Director $8,133 Retirement Manager, Business Development and International 2 7/31/2013 Dunnigan,Lawrence K Marketing $14,629 Resignation

3 8/6/2013 Hullum,Adlia B Gardener II $5,877 Retirement

4 8/11/2013 Raspberry,Milrene B Custodian $5,353 Resignation

5 8/29/2013 Johnson,Sylvester B Custodian $5,353 Retirement

6 8/29/2013 Perkins,Julius B Semiskilled Laborer $7,118 Retirement

7 9/13/2013 Bradberry,Garry B Equipment Systems Engineer $8,981 Retirement Port Assistant Management 8 9/13/2013 Shull,Stacy L Analyst $6,850 Resignation

9 9/20/2013 Lee,Wee-Won K Manager, Financial Planning $13,777 Resignation

42 CONSENT ITEMS Tab 2.10

Quarterly Report of Appointments, Separations and Leaves of Absence FY 2013-14 1st Quarter (July 1, 2013 – September 30, 2013)

Leaves of Absence

BEGIN END PAID / SCHD ACTUAL NAME UNIT DATE DATE CHANGE REASON STATUS UNPAID RETURN RETURN

Unpaid 1 Employee # 400036 B 1/22/2013 9/25/2013 Leave without pay Leave Unpaid 9/26/2013

Unpaid 2 Employee # 364133 B 4/10/2013 8/6/2013 Leave without pay Leave Unpaid Retired n/a

Unpaid 3 Employee # 400568 B 4/13/2013 Present Leave without pay Leave Unpaid

Paid 4 Employee # 400569 B 5/1/2013 8/11/2013 Leave with pay Leave Paid Resigned n/a

Unpaid 5 Employee # 400904 A 7/11/2013 Present Leave without pay Leave Unpaid 11/10/2013

Unpaid 6 Employee # 400842 B 7/13/2013 Present Unpaid leave with benefit Leave Unpaid

Unpaid 7 Employee # 364653 B 8/2/2013 Present Leave without pay Leave Unpaid

Unpaid 8 Employee # 400874 B 9/1/2013 Present Unpaid leave with benefit Leave Unpaid 11/3/2013

Paid 9 Employee # 400862 H 9/12/2013 Present Administrative leave with pay Leave Paid

43 CONSENT ITEMS Tab 2.10

Recruitment Schedule – Budgeted FTEs for 2012-13 (July 1, 2013 through September 30, 2013)

Recruitment Status Justification Application review in process. Oral interviews to be 1 Aviation Project Coordinator scheduled. New FTE in FY12/13.

2 Airport Operations Manager, Airside Position filled. Backfill for vacant position.

3 Power Equipment Operator Performance test to be scheduled. Backfill for vacant position. Airport Operations Supervisor, 4 Airside Position filled. Backfill for vacant position. Port Supervising Engineer 5 (Electrical & Mechanical Work) Position filled. Backfill for vacant position. Written test complete. Oral interviews to be 6 Port Maintenance Foreman scheduled. Backfill for vacant position. Eligible list established. Departmental interviews in 7 Equipment Systems Engineer (3) process. Backfill for vacant positions.

8 Aviation Security Superintendent Position filled. Backfill for promotion of employee.

9 Port Associate Auditor Position filled. Backfill for vacant position. Assistant Commercial Real Estate 10 Representative Position filled. Backfill for vacant position.

11 Port Assistant Engineer (Civil) Position filled. Backfill for vacant position. New FTE created by Board action on 10/18/12 for Port Associate Engineer (Civil) - Design/Build of the Outer Harbor Intermodal Terminal 12 Limited Duration Recruitment complete. Railyard - Phase I, at Oakland Army Base.

13 Management Assistant Position filled. Backfill for vacant position. Eligible list established. Departmental interviews in 14 Port Equipment Service Worker process. New FTE in FY12/13.

15 Executive Director Position filled. Backfill for vacant position.

44 CONSENT ITEMS Tab 2.10

Recruitment Schedule – Budgeted FTEs for 2012-13 (July 1, 2013 through September 30, 2013)

16 Director of Maritime Candidate assessment in process. Backfill for vacant position. Aviation Senior Marketing & 17 Communications Representative Pending new hire process. New FTE in FY 12/13. Airport Operations Specialist, 18 Airside/Landside (3) Application screening in process. Backfill for vacant positions.

19 Airport Security/ID Specialist Application screening in process. Backfill for vacant position. Airport Terminal Maintenance 20 Coordinator Department reassessing position need. Backfill for vacant position.

21 Assistant Director of Aviation Oral interviews scheduled for week of October 7. Backfill for vacant position. Port Associate Engineer (Electrical & Eligible list established. Departmental interviews in 22 Mechanical Work) Limited Duration process. Backfill for vacant position. Converted from Aviation Sr. Supervising Properties 23 Senior Aviation Project Manager Position filled. Representative.

24 Port Senior Financial Analyst Position filled. Converted from Mgr, Debt Compliance. Manager, Business Development & Eligible list established. Departmental interviews to 25 International Marketing be scheduled. Backfill for vacant position. Aviation Information Technology 26 Manager Job announcement closes October 15, 2013. Converted from Management Assistant.

Total 30 Positions

45 CONSENT ITEMS Tab 2.11

PORT ORDINANCE NO. 4258

ORDINANCE ADOPTING AND APPROVING THE EXECUTION OF A TEMPORARY RENTAL AGREEMENT WITH HERTZ CORPORATION.

WHEREAS the Board of Port Commissioners of the City of Oakland (“Board”) has reviewed and evaluated the Agenda Report for Agenda Item 6.3, dated October 10, 2013 (the “Agenda Report”) and related agenda materials, has received the expert testimony of Port of Oakland (“Port”) staff, and has provided opportunities for and taken public comment; and

BE IT ORDAINED by the Board of Port Commissioners of the City of Oakland as follows:

Section 2. The Board of Port Commissioners hereby finds and determines that it is in the best interest of the Port to authorize the Director of Environmental Programs and Planning or his designee to approve and execute a Temporary Rental Agreement with Hertz Corporation, 8000 Earhart Road, North Field, Oakland International Airport, upon the terms and conditions set forth in the Agenda Report from November 1, 2013 through October 31, 2018, subject to various terms and conditions for no monetary compensation as set forth in the Agenda Report, subject to approval as to form and legality by the Port Attorney; and be it

Section 3. The Board of Port Commissioners hereby authorizes the Director of Environmental Programs and Planning or his designee to approve and execute such agreements and such additional documents as may be necessary to carry out the transaction contemplated in the Agenda Report, provided that such documents are approved by the Port Attorney as to form and legality.

Section 4. This ordinance is not evidence of and does not create or constitute (a) a contract, lease or the grant of any right, entitlement or property interest, or (b) any obligation or liability on the part of the Board or any officer or employee of the Board.

John T. Betterton Secretary of the Board

297422

46 MAJOR PROJECTS Tab 3

MAJOR PROJECTS This segment of the meeting is reserved for action and discussions regarding the status of Major Projects and issues of special importance.

47 MAJOR PROJECTS Tab 3.1

BART CONNECTOR PROJECT OCTOBER 2013

MAJOR PROJECT UPDATE: BART CONNECTOR

The BART-Oakland Airport Connector (“BART Connector”) will provide a direct and convenient people mover connection to the Airport via BART’s regional rail transit system. This update provides a brief project description, including a construction schedule, status of project funding, strategic plan goals and objectives associated with the project, and current issues.

1. PURPOSE AND NEED OF UPDATE (SEE MAP AND PHOTOS BELOW)

Staff provides the Board of Port Commissioners with updates on the BART Connector project approximately quarterly (to coincide with quarterly BART reports) or when significant project milestones are achieved or proposed project agreement amendments are under consideration. This update also reflects Port participation on the Joint Administrative Committee (“JAC”) for the BART Connector Project Stabilization Agreement (“PSA”) which promotes equitable community access to employment and business opportunities and is consistent with the Port’s FY 2012 strategic plan initiative to provide leadership as an engaged partner on the BART Connector project. The previous Major Project Update for the BART Connector project was provided to the Board on July 25, 2013.

2. PROJECT OVERVIEW

The BART Connector is a Design-Build-Operate-Maintain (“DBOM”) project to implement an automated people mover that will replace the current AirBART bus system. The selected operating system is a cable-powered driverless transit vehicle that runs along an exclusive guideway. Vehicles will stop at the Airport, at BART’s Coliseum Station (where fares will be collected), and at an intermediate Maintenance and Storage Facility (“MSF”) stop. The MSF stop located off-Airport property near Doolittle Drive is listed in BART Connector project documents as a potential third station but initially would not be active as a station. The cable-drive system will be powered from the MSF. The Design-Build portion of the DBOM award went to Flatiron/Parsons Joint Venture, which includes Turner Construction who oversees construction of the Airport Station. The Operate-Maintain portion of the award went to Doppelmayr Cable Car (”DCC”). The Connector is approximately 3.2 miles long, of which a 1.1-mile segment is located on Airport property.

48 MAJOR PROJECTS Tab 3.1

BART CONNECTOR PROJECT OCTOBER 2013

3. SCHEDULE (ESTIMATED)

The construction schedule for the project is regularly updated. The schedule remains unchanged from last quarter, with BART anticipating project completion and revenue service in Fall 2014. BART has identified the date ranges for major phases of the project, as shown below:

• Nov. 1, 2010: Notice to Proceed issued • Nov. 2010 - Feb. 2012: Design of System Facilities • Dec. 2010 - Apr. 2012: Utility Relocations o Feb. 2011 - Apr. 2012: Oakland International Airport Station and Doolittle (on-Airport) • Mar. 2011 – Sept. 2014: Construction of the BART Connector o June 2011 - Dec. 2011: Pile driving (on-Airport) o Aug. 2011 - Dec. 2013: Airport guideway structures (on-Airport) o Sept. 2011 - Dec. 2013: Oakland International Airport Station (on-Airport) o June 2012 - Feb. 2013: Doolittle Tunnel (on- and off-Airport) o Dec. 2013 - Sept. 2014: System Testing (on- and off-Airport) • Fall 2014: Revenue service anticipated to begin.

4. BUDGET INFORMATION

The total cost to the Port for the BART Connector is established in the Development Agreement between the Port and BART at an amount not to exceed $45.4 million. Prior to the project starting construction, the Port paid BART $1.5 million for planning, design, and pre-construction activities.

The remaining estimated project cost to the Port is $43.9 million, of which $19.9 million has been budgeted prior to fiscal year 2014. Project costs incurred are allocated in the Port’s Capital Needs Assessment (“CNA”) as shown in the table below:

Prior to PROJECT FY 2014 FY 2014 FY 2015-16 Total

BART $19.9 million $8.0 million $16.0 million $43.9 million1 Connector (Capital Budget)

In January 2012, the Port received approval from the FAA to use Passenger Facility Charge (“PFC”) to pay its share of the BART Connector project construction costs, including payments to BART and reimbursement of Port costs. The Port reimburses itself and pays BART monthly based on available PFCs. As of September 1, 2013, the Port has paid BART $18.3 million per the payment schedule; the outstanding balance to be paid to BART is $24.6 million. In addition, $1.0 million is used to reimburse the Port for Port staff and services costs.

1 The project costs presented in the table do not include $1.5 million previously paid to BART (i.e., $43.9 million + $1.5 million = $45.4 million).

49 MAJOR PROJECTS Tab 3.1

BART CONNECTOR PROJECT OCTOBER 2013

5. STRATEGIC PLAN

As stated in the Strategic Plan adopted by the Board on October 5, 2010, the Port mission is to “deliver the highest value to our customers and community through sustainable stewardship and growth of our assets …” The BART Connector project will help the Port achieve the following Strategic Plan goals and objectives:

STRATEGIC HOW BART CONNECTOR PRIORITY GOAL OBJECTIVE PROJECT IMPLEMENTS AREAS 5. Enhance customer The BART Connector Goal B: Maintain services (i.e., market improves the speed, And Aggressively intelligence, technical reliability, and quality of Grow Core knowledge, strategic service for customers using Businesses advice and problem regional rail to access the solving). airport. 1. Comply with all federal, State, local and Port workforce mandates. 2. Conduct Goal C: Promote comprehensive The Port-BART Equitable communication and Development Agreement Community Access outreach to stakeholders requires that BART establish Sustainable to Employment and and strategic partners to a Project Stabilization Economic and Business improve workforce and Agreement (PSA) as part of Business Opportunities small business the project that promotes Development opportunities. local hiring and jobs. 3. Integrate workforce mandates into all Port agreements, policies and processes at the front end. Port payments comprise approximately 10% of the BART Connector cost, Goal D: Improve the 3. Maximize return on significantly less Port’s Financial investments (ROI). proportionally than other Position airports have paid for people mover connections to regional rail systems. Goal F: Aggressively Obtain Stewardship Maximum Amount Of 2. Partner with other BART Connector has local, and External Grant And agencies to create joint State and federal funding. Accountability Government Funding grant strategies. And Regulatory Relief

50 MAJOR PROJECTS Tab 3.1

BART CONNECTOR PROJECT OCTOBER 2013

6. STATUS & ISSUES

Following are status updates for several BART Connector project areas of interest, including:

DESIGN AND CONSTRUCTION

Current Construction Activity and Access Construction of the guideway columns and “bent cap” support structures within the Parking Bowl and near Neil Armstrong Way is complete. The area between outbound Airport Drive and the Metropolitan Links golf course includes completed at-grade trestle section support structures and U-Wall section near Doolittle Drive. Construction of the tunnel roof section across Doolittle Drive was completed in February 2013.

At the Oakland International Airport Station site, substructure, foundation and outer shell are complete and the roof has been installed. Construction of above-ground portions of the station are scheduled to continue through November 2013. Current construction on airport property is focused on guideway erection at the Oakland International Airport Station and within the Parking Bowl.

The construction site for the Oakland International Airport Station has been established using K-rail and green screened fencing using an access route through the Parking Bowl that minimizes the interaction between construction-related traffic and the revenue parking operation. BART and the Port reconcile the total number of parking spaces used per day (space-days) for construction to ensure adherence to Port-BART Development Agreement terms. The parking space-days total used for the project through September 2013 is more than 240,000.

BART Station Names On September 12, 2013, the BART Board acted on station names to be implemented once the new service starts. The ‘Coliseum/Oakland Airport’ Station will be renamed the ‘Coliseum’ Station and the new station located at the airport will be the ‘Oakland International Airport Station’ included in the BART system.

PROJECT ADMINISTRATION

Joint Administrative Committee Consistent with the terms of the Development and Use agreements between BART and the Port, BART has initiated workforce efforts consistent with a Project Stabilization Agreement (“PSA”) for the project modeled on the Port’s Maritime and Aviation Project Labor Agreement (“MAPLA”). A 5-member Joint Administrative Committee (“JAC”) that administers the PSA has been formed comprised of ‘Agency’, ‘Contractor’ and ‘Labor’ representatives. JAC members oversee Local Hire program provisions and review labor disputes and grievances in an effort to resolve issues prior to sending to an arbitrator.

JAC meetings during the past quarter have focused on the establishment of protocol for administering funds collected under Article 9.6 of the PSA through the BART Controller Treasurers Office that will be disbursed in synergy with funds contributed by the Port Social Justice Trust Committee. To support placement and retention of local residents in the construction trades, the Cypress Mandela Training Center was awarded the OAC

51 MAJOR PROJECTS Tab 3.1

BART CONNECTOR PROJECT OCTOBER 2013

Local Hire Grant based on its strong track record in the placement of program graduates into construction apprenticeship training programs.

The Project continues to meet or exceed most Local Hire Impact Area goals; Project Area apprentice labor continues to be close to but short of the project goal.

AMENDMENTS TO THE PORT-BART AGREEMENTS

Amendment #1 to address changes to an on-Airport wetland (i.e., DR-07) due to the alignment of the BART Connector was executed on August 29, 2011. Following are additional Amendments to the Port-BART Agreements that were approved during the January 18, 2011 and July 21, 2011 Port Board Meetings:

Changes to the Alignment, Addition of Station Canopy and Increase in Parking Allotment Amendment #2 would revise the Project Footprint to accommodate the preferred Oakland International Airport Station location, as well as the on-Airport guideway alignment at two on-Airport locations at (1) the ‘jug-handle’ section of Neil Armstrong Way near an overhead roadway sign structure and (2) a ‘U-wall’ section to be constructed near the Doolittle Drive tunnel.

At the ‘jug-handle’ section, the guideway alignment provided by BART shifts approximately 62 feet within the parking bowl before it returns to the original alignment. Refinement of the guideway alignment at the ‘jug-handle’ also requires a right-of-way widening to accommodate ‘straddle-bent’ structure columns on either side of Neil Armstrong Way. At the ‘U-wall section, the guideway alignment shifts toward Airport Drive and is widened near the tunnel at Doolittle Drive to accommodate a sump pit.

To accommodate simultaneous construction of the Oakland International Airport Station and guideway columns in the Parking Bowl, the maximum number of parking spaces that the contractor would be allowed to take out of service for construction-related activities was temporarily increased from 300 spaces to 500 spaces for a period not to exceed 150 days.

To provide weather protection for pedestrians walking between the Oakland International Airport Station and the Terminal Crosswalk, BART would construct a canopy at the Station Plaza area that they would own and maintain upon completion. BART is proceeding with site development and finalizing plans and cost estimates. The Port and BART legal staffs are finalizing the remaining terms of Amendment #2.

FUTURE SYSTEM FARES

Regarding rider fares for the new service, the Use, Operation and Maintenance Agreement between the Port and BART states that “BART shall charge fair and reasonable prices consistent with BART’s standards policies,” and that “BART shall have the sole right to determine fares for the OAC System.” BART staff recently discussed marketing plans with Port staff that includes potential fare options for the new service, though a final fare schedule has yet to be established by BART. Any fares for the system need to be in compliance with Title VI, including service and fare equity analyses.

52 MAJOR PROJECTS Tab 3.1

BART CONNECTOR PROJECT OCTOBER 2013

Following is a timeline of key activities in advance of a BART Board action to set fares: • Sept. 2013 – BART selection of equity analysis consultant (complete) • Nov. 2013 – Establish Title VI equity analysis methodology for FTA approval • Nov. - Dec. 2013 – AirBART survey and public participation meetings • Jan. - Feb. 2014 – AirBART survey results and completion of equity analysis • Feb. - Mar. 2014 – Legal review and final review of equity analysis • Mar. - Apr. 2014 – BART Board approval of equity analysis • Apr. - May 2014 – Financial / market analysis; fare approvals by BART Board

The existing AirBART fares at OAK are: $3 per trip (standard-fare); $2 per trip for Airport employees; and $1 per discounted-fare trip for elderly, children, and ADA patrons. BART staff will study a range of fares between $4 and $6 to determine potential impacts of implementing a more expensive standard fare. BART staff recently referenced a potential airport employee discount program for OAK, though have yet to identify the reduced fare levels for employees or other passengers who currently receive fare discounts.

At SFO, the fares include the cost of the BART trip, a $4.05 surcharge to access the airport, and another surcharge for trips south of the San Bruno station. Total cost for a 16.0 mile trip from SFO to the Embarcadero BART station in downtown San Francisco is $8.25. For comparison purposes, a 15.5 mile trip from OAK to the Embarcadero BART station is currently $6.85 (which includes a $3.00 AirBART fare from OAK to the Coliseum BART station).

BART Marketing staff is preparing a BART2OAK Service Marketing Plan with a primary objective to generate enough system revenue to meet system payment schedule requirements. The Plan includes an analysis of competing modes, pre-launch marketing options, an overview of the resident and visitor markets, synergy opportunities for BART working with Oakland International Airport marketing, and an action plan / timeline. The estimated costs necessary to implement the proposed marketing plan are significantly greater than the BART marketing staff budget. The plan has yet to include a preferred action plan and implementation timeline.

53 MAJOR PROJECTS Tab 3.1

BART CONNECTOR PROJECT OCTOBER 2013

7. MAP AND PHOTOS

Figure 1. BART Connector Guideway Alignment – Hegenberger Road to Airport

Figure 2. BART Connector Airport Station – Rendering of Airport Station Viewed from 4th Commercial Vehicle Curbside

54 MAJOR PROJECTS Tab 3.1

BART CONNECTOR PROJECT OCTOBER 2013

Figure 3. BART Connector Train at Airport Station – Rendering of Station Threshold with OAK Terminal 1 in Background

Figure 4. BART Connector Elevated Guideway – Rendering of Train Supported Above Median of Hegenberger Road

55 MAJOR PROJECTS Tab 3.1

BART CONNECTOR PROJECT OCTOBER 2013

8. ATTACHMENTS

BART Staff Update Report for BART Connector Project

56 MAJOR PROJECTS Tab 3.1

Oakland Airport Connector Quarterly Project Report

Port Commission Update September 20, 2013

57 MAJOR PROJECTS Tab 3.1

Agenda

1. Project Progress 2. Budget Review 3. Disadvantaged Business Enterprise 4. Local Hiring 5. Questions & Answers

BART Oakland Airport Connector 2

58 MAJOR PROJECTS Tab 3.1

Construction Progress

• Airport Station • Bike Path • Doolittle Maintenance Facility • Guideway Installation • Coliseum Station • Vehicle • Train Control Equipment

BART Oakland Airport Connector 3

59 MAJOR PROJECTS Tab 3.1

Construction Progress

OAK Airport

BART Oakland Airport Connector 4

60 MAJOR PROJECTS Tab 3.1

Construction Progress

Connector Station

BART Oakland Airport Connector 5

61 MAJOR PROJECTS Tab 3.1

Vehicle & Train Control Fabrication Progress

BART Oakland Airport Connector 6

62 MAJOR PROJECTS Tab 3.1

Look Ahead

Activity Start Estimated Finish

Station(s) Construction September 2011 December 2013

Guideway Installation June 2011 December 2013

Maintenance & Storage Facility July 2011 September 2013

Vehicle Fabrication & Delivery December 2012 Oct - Dec 2013

Train Control System Fabrication January 2013 October 2013

System Testing December 2013 September 2014

Start of OAC Service Fall 2014

BART Oakland Airport Connector 7

63 MAJOR PROJECTS Tab 3.1

Project Budget Review

Budget at Estimated Award Invoiced to Date Cost to Forecast at Description (Nov 1, 2010) (July 31, 2013) Complete Completion FEIR, PE & Pre Utility relocations 20.1 20.1 0.0 20.1 ROW 12.1 12.1 0.2 12.3 Insurance 9.9 9.6 0.5 10.1 BART Contract Oversight 37.1 27.1 11.0 38.1 DB Construction Contract 361.0 301.9 59.1 361.0 84%

Contract Changes **2.9 4.8 8.7 13.5 +500K Construction Contingency 33.0 0.0 22.5 22.5 ‐500K Finance Expense 8.0 0.4 6.1 6.5 Subtotal 484.1 375.9108.2 484.1 **$2.88M Inflationary Price Adjustment approved by the Board prior to NTP

64 MAJOR PROJECTS Tab 3.1

Disadvantaged Business Enterprise (DBE) Utilization

Flatiron/Parsons JV ‐ DBE Payment Summary Source: DBE Payment Reports through 7/15/13

CATEGORY OF WORK DBE COMMITMENT ACTUAL PAID % PAID CATEGORY I: Design and Professional Services $ 7,633,000 $ 8,320,331 109% 14 DBEs Paid

CATEGORY II: Construction and Trucking $ 31,169,000 $ 30,901,754 99% 32 DBEs Paid

TOTAL DBE Commitment and Participation $ 38,802,000 $ 39,222,085 101%

BART Oakland Airport Connector 10

65 MAJOR PROJECTS Tab 3.1

Local Hiring Program

Flatiron / Parsons JV – Labor Report Source: Elation System – Certified Payroll Reports through 7/30/13 PSA Goal (% of Total Contractor Number Labor Performance of on-site Project Stabilization Agreement (PSA) Goals Hours) 11/02/10 ‐ 7/31/13 Workers All Labor 1316

Local Area Residents ‐ BART Counties Alameda, SF, Contra Costa, and San Mateo 50% 69.6% 807

Project Local Impact Area ‐ City of Oakland 25% 26.5% 240 Project Area Residents 158

Apprentice Labor (% of total labor hours) 20% 19.0%

Local Area Residents 100% 91%

BART ProjectOakland Local Airport Impact Connector Area ‐ City of Oakland 50% 56.6% 11

66 MAJOR PROJECTS Tab 3.1

Questions and Answers

BART Oakland Airport Connector 12

67 MAJOR PROJECTS Tab 3.2

Major Project Update: Oakland Army Base

October 24, 2013

This report is intended to supplement the report provided at the Board meeting of September 26, 2013. Specifically, this update is focused on local business utilization and local hiring for construction activities that started this spring at the former Oakland Army Base (“OAB”).

Background Port staff presented a progress report to the Board on April 25, 2013 which outlined the contracting approaching for the Port’s redevelopment of the OAB. The approach is largely based on existing Port policy, most notably the Maritime and Aviation Project Labor Agreement (“MAPLA”) and the Non Discrimination and Small Local Business Utilization Program. Additionally, the Port, at the request of local residents, is requiring its OAB contractors to report their workers’ residences by census tract, providing greater specificity on the results of the local hiring provisions built into the MAPLA. The Port has also required a targeted recruitment plan for increasing the number of local residents engaged in careers in the building trades.

Construction Contracting Overview Various contractors have been working on the rail yard construction and warehouse modification work, including both contractors working directly for the Port and those working for the Port’s tenants, as summarized below.

Port vs. Tenant Contract Contractor Scope of Work Work Status Contract Amount Design-Build Site and utility Construction of Rail demolition work yard Phase 1: Port $46,768,000 on-going Balfour Beatty / Manifest Yard & Lead Gallagher & Track Burk Joint Foundation Foundation Venture Demolition, Site demolition, Utilities and Paving for Port $3,330,990 excavation Work Buildings 805, 806, on-going 807

68 MAJOR PROJECTS Tab 3.2

Gallagher & Paving Parking Lot for Complete Tenant $979,650 Burk Building 803 Buildings 805, 806, Complete Port $337,535 Beliveau 807 Preservation Engineering Completion Buildings 805, 806, Contractors anticipated by Port $810,400 807 Deconstruction October 14, 2013 Notice to Proceed Construction of Rail Stacey & issued on Yard Phase 1: Port $16,499,102 Witbeck September 27, Support Yard 2013 Total $68,725,677

Balfour Beatty / Gallagher & Burk Joint Venture (“BBGB”) committed to 62% local business utilization in their construction activity, well above the Port’s minimum requirement of 48% when it requested bids.

Local Contracting & Employment Reporting This initial report includes information submitted by BBGB and Beliveau Engineering Contractors (“BEC”).

BEC Local Business Utilization Of the $258,353 earned on the project to date, the following represents the local business utilization progress:

∑ $258,353 or 100% were spent with business in the LIA/LBA ∑ $258,353 or 100% were spent with Oakland businesses ∑ $0 were spent with businesses outside the LIA/LBA

BEC Local Hire Out of the 44 total workers on the project to date: ∑ 30 or 68% are from LIA ∑ 6 or 13% are from LBA ∑ 8 or 18% are from outside of the LIA/LBA ∑ 28 or 63% are from Oakland

BBGB Local Business Utilization Of the $2,831,435 earned on the project to date, the following represent the local business utilization progress: ∑ $1,791,790 or 63% were spent with businesses in the LIA/LBA ∑ $1,687,789 or 60% were spent with Oakland businesses ∑ $1,039,644 or 37% were spent with businesses outside the LIA/LBA

69 MAJOR PROJECTS Tab 3.2

BBGB Local Hire Out of the 185 total workers on the project to date: ∑ 54 or 29% are from the LIA ∑ 33 or 18% are from the LBA ∑ 98 or 53% are from outside the LIA/LBA ∑ 28 or 15% are from Oakland

Attachments: (1) Local / Small Business Utilization Chart (2) Map of Workforce Utilization by Zip Code

70 MAJOR PROJECTS Tab 3.2

Oakland Army Base Local and Small/Very Small Business Utilization Report Through August 2013

Balfour Beatty & Gallagher & Burk (JV)

(JV) Bid Amount LIA/LBA/ SBE/VSBE Dollars Oakland Dollars Not LIA/LBA Dollars $46,768,000 $1,791,790 $1,687,789 $1,039,644

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$2,831,435 63% 60% 37%

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Beliveau Bid Amount LIA/LBA/ SBE/VSBE Dollars Oakland Dollars Not LIA/LBA Dollars $810,000 $258,353 $258,353 $0

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$258,353 100% 100% 0%

Date of Reporting: October 24, 2013

71 MAJOR PROJECTS Tab 3.2

OAB Local Workforce Census Tract Reporting Summary Through August 2013

Hercules Concord 94547 Martinez 94520 94553 Concord San Pablo 94521 Bethel Island 94806 Richmond 94513 94618 94801 Lafayette Pleasant Emeryville 94549 Hill 94608 94611 94523 Walnut CONTRA COSTA COUNTY 94609 Creek 94597 Alamo 94507 94610 94612 Hayward 94541 ALAMEDA COUNTY 94607 Hayward 94602 94545 Livermore Hayward 94550 94544 Union City 94587 94606 94619 Fremont Fremont 94538 94555 Fremont Alameda 94536 94501 94601 94613 Oakland

94605 LIA Local Impact Area; the cities of Oakland, 94621 Alameda, Emeryville and San Leandro

94603 LBA Local Business Area; all of Alameda County and 94502 Contra Costa County One gure = One worker Deconstruction of Warehouses 805, 806, 807 Design Build of OHIT San Leandro Railyard Phase 1 94577 San Leandro 94578

Date of reporting: October 24, 2013

72 BUDGET & FINANCE Tab 4

BUDGET & FINANCE This segment of the meeting is reserved for action or discussion regarding the status of Budget and Finance issues.

73 BUDGET & FINANCE Tab 4.1

INFORMATIONAL REPORT

Status of Outstanding City Payments October 1, 2013

Over the past year, the Port’s Chief Financial Officer and Assistant City Administrator, along with other staff, have worked together to resolve outstanding City-Port payments. Provided in the table below is a summary of the remaining outstanding issues, actions taken and recommendations that require Board approval. Other than those listed below, all other payments due from the Port to the City are current.1

Furthermore, provided as Attachment A is a summary of all Port payments to the City.

Outstanding Issues

City Payments Amount in Dispute Actions Taken / Recommendation Special Services - ß Timeframe - ß City staff has agreed that these services as Personnel Services FY2002-2009 outlined to the left were not rendered to the Component: ß Total Amount - Port between FY 2002-2009. The City has “preparation of $1.8 million corrected its financial records as evidenced by announcements, (or approx. the City Controller’s confirmation of the Port’s conducting of testing, $224,000 per year) “Schedule of Liabilities to the City” prepared certification of for the external auditors in conjunction with employees, training, the FY 2013 audit. recordkeeping, Civil Service Board appeals and screening and generation of eligibility tests for Port vacancies” Special Services - ß Timeframe - ß Port and City staff agree that these services as Personnel Services FY2010-12 outlined to the left have been provided since 2 Component: ß Total Amount - FY 2010 at approximately 1 FTE a year . “coordination of PERS, $595,000 ß Port staff recommends that this outstanding medical, payroll, (or approx. amount be paid (separate Agenda Report to be transfers and civil $198,000 per year) presented). service related matters”

1 Please note that both the Port and the City record its financial information on a monthly accrual basis. However, the City only invoices the Port for its services on a lagged semi-annual or yearly basis. As a result, the “City’s Schedule of Due from the Port of Oakland” may show balances for services; but this does not mean that actual payments are not current. 2 Includes fringe benefits and overhead allocation. 1

74 BUDGET & FINANCE Tab 4.1

Outstanding Issues (continued)

City Payments Amount in Dispute Actions Taken / Recommendation Landscape Lighting ß Timeframe - ß Port has maintained since the initial Assessment District FY1997-2013 assessment was proposed that these services (LLAD) – Airport ß Total Amount - are not being provided by the City for the $2.6 million Airport and as a result, due to FAA (or approx. regulations regarding “revenue diversion”, $155,000 per year) cannot pay the City for this amount. ß City staff has confirmed with City engineers that these services are not being provided by the City. The City has corrected its financial records as evidenced by the City Controller’s confirmation of the Port’s Schedule of Liabilities to the City prepared for the external auditors in conjunction with its FY 2013 audit.

Oakland Police ß Timeframe – ß In FY 2005 and 2007, the Port withheld Department (OPD) FY2005 and 2007 payment on a portion of the OPD invoices.3 ß Total Amount - The amounts withheld were approximately $185,000 $10,000 and $174,000 respectively in each year.4 ß These services were provided by the City; however there was disagreement among staff on the calculation of amounts owed as agreed to in the contract. ß The contract sets forth estimated costs, but recognizes that actual costs may change and provides that the parties will come to a mutually acceptable resolution for costs in excess of the budget. ß Port staff recommends that this outstanding amount be paid (separate Agenda Report to be presented).

3 During this time period, the Oakland Police Department provided police services to the Oakland International Airport. 4 The withheld $10,000 was related primarily to canine training expenses and the $174,000 was related to overtime work. 2

75 BUDGET & FINANCE Tab 4.1

New City Request

Item Amount Situation KTOP Services ß Time frame - ß The City currently pays for the broadcasting (Broadcasting of FY2002-2012 of Port Board meetings without Board of Port ß Total Amount - reimbursement from the Port. Commissioners $128,000 ß City staff has requested that the Port Meetings) (or approx. $6,000 reimburse the City for these services going - $23,000 per year; forward, as well as reimburse the City for varies depending payments dating back to FY 2002. on usage and rate) ß Port staff recommends that these payments be made (separate Agenda Report to be presented).

76 BUDGET & FINANCE Tab 4.1

Attachment A Summary of Port Payments to the City

1. General Services and Lake Merritt

General services include general police services, fire services, streets, trees and traffic maintenance provided to the Port. Lake Merritt Tidelands Trust area services include lakeside parks and recreation services, park grounds and facilities maintenance, security, algae control and expenditures in support of the necklace lights surrounding Lake Merritt.

FY 2013 cost was approximately $2.1 million.

2. Airport Rescue and Fire Services (AARF)

Airport rescue and fire services include fire suppression, emergency medical services and airport firefighting services to the Airport.

FY 2013 cost was approximately $4.3 million.

3. Special Services – Personnel, Police, City Clerk

Special services include police security within Jack London Square and enforcement of maritime trucking activities; City clerk services; and personnel-related services.

FY 2013 cost was approximately $872,000.

4. Special Services – KTOP5

KTOP services include the televising of all Board of Port Commissioner meetings.

FY 2013 cost was approximately $20,000.

5. Special Services - Treasury Services

Treasury management services are provided by the City as all Port funds are held with the City (per City Charter).

FY 2013 cost was approximately $266,000.

6. Landscape Lighting and Assessment District (LLAD)

The Port pays this assessment for Maritime and CRE areas.

FY 2013 cost was approximately $695,000.

5 Recently, the City has requested that the Port reimburse the City for costs related to televising the Board of Port Commissioner meeting. 4

77 BUDGET & FINANCE Tab 4.2

AGENDA REPORT

TITLE: Authorization (i) to Reimburse the City of Oakland for Certain Special Services that occurred in FY 2002 through FY 2013 and (ii) for the Executive Director to Negotiate and Execute a Supplemental MOU with the City of Oakland for Certain Special Services Effective FY 2014

AMOUNT: $1,799,771

PARTIES INVOLVED:

Corporate Name/Principal Location City of Oakland Oakland, CA

TYPE OF ACTION: Resolution

SUBMITTED BY: Sara Lee, Chief Financial Officer

APPROVED BY: Chris Lytle, Executive Director

SUMMARY

Authorization is being requested to make the following payments to the City of Oakland (“City”):

Item Amount

Prior Fiscal Year Special Services Personnel Services FY 2010-12 $595,036 KTOP Services FY 2002-12 127,796 OPD Services FY 2005 and 2007 184,729 Sub-total $907,561

Fiscal Year 2013 Special Services1 City Clerk Services $2,532 Personnel Services 201,295 Maritime Police Services 406,448 Jack London Square Police Services 261,586 KTOP Services 20,349 Sub-total $892,210

TOTAL $1,799,771

1 In addition, the Port has paid the City approximately $266,000 for Treasury services for FY 2013. This amount is netted out of interest income deposited by the City to the Port’s accounts.

78 BUDGET & FINANCE Tab 4.2

In addition, authorization is being requested for the Executive Director to negotiate and enter into a supplemental Memorandum of Understanding (“MOU”) with the City for certain special services as outlined under “Analysis – Supplemental MOU”.

FACTUAL BACKGROUND

The City provides various services to the Port including (i) city clerk services, (ii) personnel services, (iii) police services at Jack London Square, (iv) police services in the Maritime area, (v) treasury services and (vi) the broadcasting of Board of Port Commissioner meetings.

ANALYSIS

FY 2013 Special Services – City Clerk, Personnel, Maritime Police, JLS Police, KTOP In FY 2013, the City provided (i) city clerk services, (ii) personnel services related to coordination of PERS, medical, payroll, transfers and civil service related matters, (iii) police services at Jack London Square, (iv) police services in the Maritime area and (v) KTOP broadcasting services totaling $892,210.2

Personnel Services FY 2010-12 In Fall 2010, the Port’s Chief Audit Officer audited the City’s Special Services invoices for the time period FY 2002-2010, and found no evidence to substantiate that personnel services had been rendered by the City.3 Pursuant to Tidelands Trust and FAA regulations, the Port cannot use public trust monies to pay for services that are not actually rendered to the Port. Recently, City staff has acknowledged that the personnel services related to invoices for FY 2002-2010 were sent in error. The City has corrected its financial records as evidenced by the City Controller’s confirmation of the Port’s Schedule of Liabilities to the City prepared for the external auditors in conjunction with the FY 2013 audit.

However, beginning in FY 2010, City and Port staff agree that personnel services related to coordination of PERS, medical, payroll, transfers and civil service related matters has been provided by the City. This cost is estimated to be the equivalent of 1 FTE per year including fringe benefits and overhead allocation. The total cost for the three-year time period FY 2010-12 is $595,036.

KTOP Services FY 2002-12 The Port’s Board meetings are televised through KTOP. The City has paid for these services on behalf of the Port. The City has requested that the Port reimburse the City for

2 In addition, the Port has paid the City approximately $266,000 for Treasury services for FY 2013. This amount is netted out of interest income deposited by the City to the Port’s accounts. 3 Personnel services as stated on the invoices included preparation of announcements, conducting of testing, certification of employees, training, recordkeeping, Civil Service Board appeals and screening and generation of eligibility test for Port vacancies.

79 BUDGET & FINANCE Tab 4.2

these costs going forward (approximately $20,000 annually), as well as for FY 2002-12. Costs for KTOP services for the time period FY 2002-12 totals $127,796, based on actual Board meeting hours.

Oakland Police Department Services FY 2005 and 2007 Up until 2007, the Oakland Police Department provided police services at the Airport. In FY 2005 and 2007, the Port withheld payment of $10,265 and $174,465 respectively. The $10,265 related primarily to certain canine training/conference expenses and the $174,465 related to overtime work in excess of the agreed upon budget.

Theses services were provided by the City; however there was disagreement among staff on the calculation of amounts owed as agreed to in the contract. The contract sets forth estimated costs, but recognizes that actual costs may change and provides that the parties will come to a mutually acceptable resolution for costs in excess of the budget.

Supplemental MOU Going forward, a new supplemental MOU is needed to document the terms of the City services related to (i) city clerk services, (ii) personnel services related to coordination of PERS, medical, payroll, transfers and civil service related matters, (iii) police services at Jack London Square, (iv) police services in the Maritime area, (v) treasury services, and (vi) KTOP broadcasting services.

The terms of these services (with the exception of televising and treasury services) has been incorporated in a MOU with the City dating back to 1983. However, due to past disagreements on the amounts due between the City and the Port, there is currently no contract authority to make these payments, as the MOU requires an annual supplemental MOU authorizing payments. Treasury services have been paid based on a methodology reviewed through an internal Port audit, but no written agreement exists. Payment for KTOP services was only recently requested by the City.

80 BUDGET & FINANCE Tab 4.2

Authorization is being requested for the Executive Director to negotiate and enter into a supplemental MOU with the City for the City services listed above under the terms outlined below.

Item Description Effective Date FY 2014 Expiration Date None; structured so that no annual supplemental MOU will be required Amount As requested to the Board in the approval of the annual budget. Services City Clerk Services Services include maintenance of various Port documents and City documents pertaining to the Port. Cost is approximately .024 FTE plus allocation of fringe and overhead. Maritime Police Services Services include funding to enforce truck routes developed to avoid or minimize impacts to West Oakland residential neighborhoods. Cost is approximately 2 FTEs plus allocation of fringe and overhead. Jack London Square Services shall be as determined by mutual agreement Police Services between the Port (acting by its Director of Commercial Real Estate or Executive Director), and the City based on actual usage and cost. Personnel Services Services include coordination of PERS, medical, payroll, transfers and civil service related matters. Cost is approximately 1 FTE plus allocation of fringe and overhead. KTOP / Broadcasting Services shall be as determined by mutual agreement Services between the Port (acting by its Board Secretary or Executive Director), and the City based on actual usage and cost. Treasury Services Services shall include treasury management of Port funds held with the City. Cost is based on reasonable allocation of staff time and proportionate share of funds managed.4

4 The Port audits the City’s treasury services payment every three years, with the most recent audit completed for FY 2010.

81 BUDGET & FINANCE Tab 4.2

STRATEGIC PLAN

Strategic Priority Goal Objective How Area Sustainable Economic Goal D: Improve the Minimize expenditures The City provides and Business Port’s financial and focus on core Special Services Development position services which are not provided by the Port.

BUDGET & FINANCIAL IMPACT

The Port has budgeted for the payment of these expenses, other than KTOP expenses which was only recently requested by the City. The payment of KTOP services is not anticipated to have a material financial impact. The payment of $1,799,771 will be made using Port cash.

STAFFING IMPACT

The proposed action will not have any staffing impact.

SUSTAINABILITY

The proposed action does not provide opportunities for sustainability.

ENVIRONMENTAL

The proposal to reimburse the City for city clerk, personnel, police and KTOP services was reviewed in accordance with the requirements of the California Environmental Quality Act (CEQA), and the Port CEQA Guidelines. The general rule in Section 15061(b)(3) of the CEQA Guidelines states that CEQA applies only to activities that have a potential for causing a significant effect on the environment. It can be seen with certainty that there is no possibility that authorizing the reimbursements will result in a physical change in the environment, and therefore that action is exempt from CEQA and no further environmental review is required.

MARITIME AND AVIATION PROJECT LABOR AGREEMENT (MAPLA)

The matters contained in this Agenda Report do not fall within the scope of the MAPLA and, therefore, the provisions of the MAPLA do not apply.

OWNER CONTROLLED INSURANCE PROGRAM (OCIP)

The matters contained in this Agenda Report do not involve construction and therefore the OCIP does not apply.

82 BUDGET & FINANCE Tab 4.2

GENERAL PLAN

This action does not change the use of any existing facility, make alterations to an existing facility, or create a new facility; therefore, a General Plan conformity determination pursuant to Section 727 of the City of Oakland Charter is not required.

LIVING WAGE

Living wage requirements, in accordance with the Port’s Rules and Regulations for the Implementation and Enforcement of the Port of Oakland Living Wage Requirements (the “Living Wage Regulations”), do not apply because the requested action is not an agreement, contract, lease, or request to provide financial assistance within the meaning of the Living Wage Regulations.

OPTIONS

1. (i) Approve payment to reimburse the City of Oakland for certain special services as outlined in this Agenda Report totaling $1,799,771 and (ii) authorize the Executive Director to negotiate and execute a supplemental MOU with the City of Oakland for Certain Special Services Effective FY 2014. 2. (i) Do not approve payment to reimburse the City of Oakland for certain special services as outlined in this Agenda Report totaling $1,799,771 and (ii) do not authorize the Executive Director to negotiate and execute a supplemental MOU with the City of Oakland for Certain Special Services Effective FY 2014.

RECOMMENDATION

Staff recommends that the Board:

(i) Approve payment to reimburse the City of Oakland for certain special services as outlined in this Agenda Report totaling $1,799,771 and (ii) authorize the Executive Director to negotiate and execute a supplemental MOU with the City of Oakland for Certain Special Services Effective FY 2014.

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STRATEGY & POLICY This segment of the meeting is reserved for action or discussion on Strategy and Policy Issues.

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REMAINING ACTION ITEMS Remaining Action Items are items not previously addressed in this Agenda that may require staff presentation and/or discussion and information prior to action by the Board.

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or of 101 REMAINING ACTION ITEMS Tab 6.2

BOARD MTG. DATE: 10/24/13

AGENDA REPORT

TITLE: Amendments to Port Tariff 2-A and Port Ordinance 3439 to Incorporate Various Procedures and Requirements for Use of the Shore Power System

AMOUNT: $85,000 in FY2013-14 (to be recovered from marine terminal tenants)

PARTIES INVOLVED:

Corporate Name/Principal Location SSA Terminals (Oakland), LLC Oakland, CA SSA Terminals, LLC Everport Terminal Services, Inc. / Evergreen Marine Corp. (Taiwan), LTD TraPac, Inc. Ports America Outer Harbor Terminal, LLC

TYPE OF ACTION: Ordinance

SUBMITTED BY: Jean Banker, Acting Maritime Director

APPROVED BY: Chris Lytle, Executive Director

EXECUTIVE SUMMARY

For several years, Port of Oakland (Port) staff has been working on a Shore Power Program (“Program”) to construct electrical infrastructure (the Shore Power System, or “System”) so that the shipping lines (ocean carriers) that call the Port can comply with California regulation by plugging into the electric grid while vessels are at berth. By December 2013, the System will be turned over to the Port’s marine terminal operators (the “Tenants”) for operation. As part of implementing the Program, Port staff has developed procedures and requirements for operation and maintenance of the System, including rates and charges to recover the cost of providing shore power to berthed vessels. This agenda report requests the Board of Port Commissioners’ (“Board’s”) authorization for:

Amendment of Port Tariff 2-A to set forth procedures and requirements for operation of the System, and Amendment of Port Ordinance 3439 to set forth procedures and requirements specific to vessel commissioning as related to the Port’s responsibilities as a utility provider.

FACTUAL BACKGROUND

In December 2007, the California Air Resources Board (CARB) adopted a regulation to reduce emissions from diesel auxiliary engines on container ships, passenger ships, and refrigerated- cargo ships berthed at certain California ports, including the Port (the “Regulation”).

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BOARD MTG. DATE: 10/24/13

The regulation provides vessel fleet owners/operators that call these ports with two options to reduce at-berth emissions from auxiliary engines. Based on communication with and documentation filed with CARB by ocean carriers and Tenants in recent years, the Port was made aware that shipping lines selected the option to power off the vessel auxiliary engines and connect to land-side grid-based shore power. This option required the construction of the System so that the Port’s shipping line (ocean carrier) customers can comply with the Regulation by plugging into the electric grid while vessels are at berth no later than January 1, 2014.

The Port began construction of the System in 2011. Phase 1 (Berths 56-58) of construction was completed in 2012 and the System at those berths has been turned over to the applicable Tenants. By December 31, 2013, Phase 2 (Berths 25/6, 30-32, 35-37, 55, 59, and 68; the final phase) construction will be completed and the System at those berths will be turned over to the applicable Tenants for their operation.

In order to fund construction of the System, the Port was awarded various local, state, and federal grants in the aggregate amount of approximately $32 million. Each berth equipped with the System by the Port is subject to a grant that requires air quality benefits (emission reductions) in excess of those required by the Regulation. Grant-required emission reductions are imposed on a per-berth basis and, as such, require the careful management of berthing assignments to ensure that sufficient vessel connections to the System are made over the next 10 years. The grants also require that the Port file various reports about vessel activity and air quality benefits over the next 10 years. Failure to comply with grant requirements can lead to penalties, including the refunding of grant monies.

Port Tariff 2-A was adopted many years ago by Port Ordinance 2833. Utility rates and charges for the Port area were also established many years ago by Port Ordinance 3439, which has been amended many times over the years. The most recent amendment, adopted on April 11, 2013 by Port Ordinance 4225, sets forth shore power related charges. Portions of Ordinance 4225 pertain to vessel commissioning for which the Port charges $4,430.

ANALYSIS

Safe and reliable operation of the System is a key interest of the Port, its Tenants, and shipping line customers. The Tenants have a critical role in ensuring grant compliance and in operating and maintaining the System in a safe and reliable manner. The Port has a critical role in delivering the System to the Tenants, performing certain maintenance activities, and managing grants. As such, setting forth clear procedures and requirements for the operation of the System is critical to all parties. The proposed amendments to Tariff 2-A and to Ordinance 3439 are intended to accomplish this goal.

The proposed amendments apply only to those Tenants with facilities where the System was constructed by the Port or where the Port serves as the utility provider (currently, Berths 20-241, 25/6, 30-32, 35-37, 55-59, 682), as shown on Exhibit A. The proposed amendments to

1 Berth 24 is being equipped with shore power infrastructure by Ports America Outer Harbor, one of the Port’s Tenants. However, the Port is the utility provider for this berth. 2 Berth 68 is equipped with shore power infrastructure by the Port. However, PG&E is the utility provider for this berth.

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BOARD MTG. DATE: 10/24/13

Tariff 2-A and Port Ordinance 3439 are provided as Exhibits B and C, respectively, and are summarized below:

Amendment to Tariff 2-A to Incorporate the Shore Power Program

Notice of “Substantial Completion” Upon issuance of a notice of substantial completion by the Port, the Tenant is responsible for operating the System in accordance with the proposed amendment, including the items identified below in this list. A notice of final completion will follow the notice of substantial completion. Obligations and process for training The Port will provide initial training to staff designated by the Tenants. Future maintenance of training and new trainings are the responsibility of the Tenant. Maintenance obligations post-construction The Tenants will be responsible for minor maintenance, while the Port will retain major maintenance responsibilities. The Port will charge up to $1,285 per berth per month for its maintenance activities through December 31, 2014. This rate was developed based on estimated labor and material costs based on the best available information today. Because this type of infrastructure has never been used before at the Port, maintenance costs may be higher than anticipated. If so, the Port will raise the rate accordingly after December 31, 2014, but will provide the Tenants 60 days prior written notice of any such increase. Requirements to comply with grant-specified emission reductions The proposed amendment sets forth the percentage of vessel calls that must be connected to the System at each berth over the next 10 years. Also, Tenants are required to negotiate in good faith with a marine highway service operator should they be contacted by such an operator regarding such service. Reports needed to comply with grant reporting requirements The proposed amendment sets forth the frequency and content of reports the Port requires to report to the granting agencies in accordance with grant requirements.

Changes to Tariff 2-A are typically submitted to the California Association of Port Authorities (CAPA) for review and approval. Accordingly, in parallel with the Board’s consideration of the proposed actions, staff will submit a docket proposal to the CAPA for the proposed amendments to Tariff 2-A for review and vote by the CAPA member ports. Staff expects a favorable response from CAPA. However, should a favorable response not be obtained, the Port has the ability to proceed independently to amend Tariff 2-A.

Amendment to Ordinance 3439

Requirements and process for vessel commissioning The proposed amendment provides more detail about the documentation and procedures related to the Port’s vessel commissioning charge of $4,430 approved by the Board in April 2013. The purpose of the documentation and procedures so that Port staff plan for and oversee the first connection of any vessel to the System.

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BOARD MTG. DATE: 10/24/13

If the Port does not adopt the proposed amendments to Tariff 2-A and Port Ordinance 3439, the Port’s exposure to financial and operational risks will be higher. These risks include penalties for grant non-compliance, unrecovered maintenance costs, and infrastructure damage associated with vessel connections.

STRATEGIC PLAN

This project would help the Port achieve the following goal and objective of the Port’s Strategic Plan:

STRATEGIC HOW THIS PROJECT PRIORITY GOAL OBJECTIVE IMPLEMENTS + WHEN AREAS

Sustainable Goal A: Create 3. Increase revenue, job Shore power will enable ocean Economic and Sustainable Economic creation and small carrier customers to continue Business Growth For the Port And business growth serving the Port while complying Development Beyond with new regulations, furthering economic activity locally and in Sustainable Goal B: Maintain and 1. Retain existing the region, and maintaining Economic and Aggressively Grow Core customers opportunities for growth in Business Businesses maritime activity. (Jan 2014) Development Stewardship and Goal G: Sustain Healthy 3. Increase cost recovery Shore power will reduce vessel- Accountability Communities Through for environmental and generated emissions of air Leading Edge safety compliance pollutants. The proposed action Environmental activities supports the implementation of Stewardship shore power. The Port will recover its maintenance costs under the proposed amendments. (Jan 2014)

BUDGET & FINANCIAL IMPACT

Maintenance costs incurred by the Port will be billed to the Tenants in accordance with the proposed amendment to Tariff 2-A. The maintenance charge is expected to be adjusted over time to reflect actual maintenance costs and to ensure cost recovery. For the remainder of FY 2013-14 (January through June 2014), maintenance costs are expected to not exceed $85,000 ($1,285/berth/month x 11 berths x 6 months).

STAFFING IMPACT

The actions described and requested in this Agenda Report will impact current and future staffing. Shore power is a new operational requirement at the Port which requires additional work. Vessel commissioning events will require Engineering and Maritime Division staff to solicit, review, and respond to technical carrier submittals and perform field inspections/observations of the plug-ins. Vessel commissionings are expected to be frequent over the next three years, and to continue at a lower frequency through 2020 and beyond. Additionally, maintenance activities may require additional Maritime Division (Harbor Facilities) staffing, since proper maintenance will require staff to inspect 11 new substations, as well as numerous vaults/plugs on the terminals, and make certain necessary repairs.

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BOARD MTG. DATE: 10/24/13

Additional and/or re-allocated resources in the equivalent of 1 to 3 FTEs are needed to administer the shore power program on a routine basis for the long term. Staff is not requesting authorization for additional resources at this time; needs will be addressed through the FY 2014-15 budgeting process.

SUSTAINABILITY

Emission reductions from the implementation of the System are a key component of improving air quality and reducing health risk associated with air pollutants, consistent with California regulation and the Port’s Maritime Air Quality Improvement Plan.

ENVIRONMENTAL

The proposal to amend Port Tariff 2-A and Ordinance 3439 to establish procedures and requirements associated with the Shore Power System was reviewed in accordance with the requirements of the California Environmental Quality Act (CEQA), and the Port CEQA Guidelines. The general rule in Section 15061(b)(3) of the CEQA Guidelines states that CEQA applies only to activities that have a potential for causing a significant effect on the environment. It can be seen with certainty that there is no possibility that taking those recommended actions to ensure proper operation of the System and to comply with grant reporting and usage requirements will result in a physical change in the environment, and therefore they are not projects under CEQA. The minor and major maintenance activities to be undertaken by Tenants and the Port are categorically exempt from the requirements of CEQA pursuant to Section 15301 of the CEQA Guidelines, which addresses operation, repair, maintenance, permitting, leasing, licensing, or minor alteration of existing structures, facilities, mechanical equipment, or topographical features with negligible or no expansion of use beyond that previously existing.

Furthermore, the operation of shore power facilities at all container terminals located at the Port was evaluated under CEQA in 2010 as part of the Maritime Utilities Upgrade Project to reduce air quality impacts from engines of ships at berth. The Port prepared an Initial Study/Negative Declaration (IS/ND) to determine if the Maritime Utilities Upgrade Project, which also included construction and operation of a perimeter intrusion detection security system in the seaport area, would have any significant environmental impacts. The IS/ND identified no potentially significant impacts, and the Board of Port Commissioners adopted the Final IS/ND on May 18, 2010, by Resolution No. 10-56.

MARITIME AND AVIATION PROJECT LABOR AGREEMENT (MAPLA)

The matters addressed under this action are not within the scope of the Port of Oakland Maritime and Aviation Project Labor Agreement (MAPLA) and the provisions of the MAPLA do not apply to this action.

OWNER CONTROLLED INSURANCE PROGRAM (OCIP)

This action is not subject to the Port's Owner Controlled Insurance Program (OCIP).

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BOARD MTG. DATE: 10/24/13

GENERAL PLAN

This action does not change the use of any existing facilities or create new facilities; therefore a General Plan conformity determination pursuant to Section 727 of the City of Oakland Charter is not required.

LIVING WAGE

Living wage requirements, in accordance with the Port’s Rules and Regulations for the Implementation and Enforcement of the Port of Oakland Living Wage Requirements (the “Living Wage Regulations”), do not apply because the requested action is not an agreement, contract, lease, or request to provide financial assistance within the meaning of the Living Wage Regulations.

OPTIONS

1. Staff recommends that the Board adopt (a) an ordinance to amend Port Tariff 2-A to incorporate the Shore Power System, and (b) an ordinance to amend Port Ordinance 3439 to set forth requirements for vessel commissioning. This is the recommended option. 2. Do not adopt an ordinance to amend Port Tariff 2-A to incorporate the Shore Power System, and also do not adopt an ordinance to amend Port Ordinance 3439. 3. Adopt only an ordinance to amend Port Tariff 2-A to Incorporate the Shore Power System. 4. Adopt only an ordinance to amend Port Ordinance 3439 to set forth requirements for vessel commissioning.

RECOMMENDATION

Staff recommends that the Board adopt (a) an ordinance to amend Port Tariff 2-A to incorporate the Shore Power System, and (b) an ordinance to amend Port Ordinance 3439 to set forth requirements for vessel commissioning.

107 REMAINING ACTION ITEMS Tab 6.2

Port of Oakland — Shore Power Exhibit A—Applicability of Proposed Amendments

LEGEND: Shore Power constructed by Shore Power constructed by Shore Power constructed by Shore Power may be constructed Port. Ulity Provider: Port Port. Ulity Provider: PG&E Tenant. Ulity Provider: Port by Tenant in Future. Ulity Provider: Port

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BOARD MTG. DATE: 10/24/13

Exhibit B

Proposed Amendment to Tariff 2-A

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BOARD MTG. DATE: 10/24/13

Exhibit C

Proposed Amendment to Port Ordinance 3439

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Rates: Vessel Commissioning Charge: $4,430 (flat rate billed per vessel call) Billing: For all customers taking service under this rate schedule, the balance of monies owed to the Port shall be paid in accordance with the Port’s normal billing cycle. Operations: In order to obtain a Notice of Completion of Vessel Commissioning, a customer seeking power provided to the vessel under this Section shall complete the following actions: 1) Prior to the initial connection of any vessel to the Port- provided power, the customer shall coordinate with its shipping line customers to determine whether the shore power-related equipment on- board any vessel and the vessel’s control system and protection scheme comply with: (1) Standard IEC 80005-lEdl: Cold Ironing Part 1: High Voltage Shore Connection Systems — General Requirements, (2) Pacific Gas & Electric Rule 21 and (3) Generating Facility Interconnection Agreement between the Pacific Gas and Electric Company (“PG&E”) and the Port (the “Interconnection Agreement”) 2) The customer shall coordinate with its shipping line customers to provide all documents to the Port and/or PG&E, including without limitation, the settings of protective devices associated with the on-board shore power-related equipment, one-line and three-line diagrams of such equipment, specifications on grounding equipment and emergency stop control system, contact information for ship engineers, and any other documentation requested by the Port to establish a safe and effective initial vessel connection. 3) The customer shall coordinate with its shipping line customers and the Port and/or PG&E to schedule the vessel commissioning. 4) The Port may board the vessel to verify, inspect and test, without limitation, the settings of protective devices associated with the on-board shore power-related equipment, grounding equipment, and emergency stop control system. 5) Upon completion of vessel commissioning, the Port shall issue a “Notice of Completion of Vessel Commissioning” to the customer for forwarding to its shipping line customer.”

Section 2. Section 9 to Port Ordinance No. 3439, as amended, is hereby amended and restated as follows:

“Section 9: Provision of Power to Vessels. Applicability: The following information, rates and charges shall apply to the Port Department’s provision of shore power to vessels who have been issued a Notice of Completion of Vessel Commissioning and billed to a customer at one of the Port’s marine terminals at which the vessel berths.

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(f) Operations Obligations

The Tenant is responsible for operating the Shore Power System in a manner that promotes safety and substantially complies with all applicable laws, regulations, standards and other applicable agreements, including, but not limited to, PG&E Interconnection Agreement and the Standard IEC 8005—lEdl: Cold Ironing Part 1: High Voltage Shore Connection Systems — General Requirements.

(g) Maintenance Obligations Following Notice of Substantial Completion The Tenant shall be responsible to perform minor maintenance of the Shore Power System, as indicated below. The Port shall be responsible to perform major maintenance of the Shore Power System as indicated below. The Port may transfer its major maintenance responsibilities to the Tenant in the future by providing six (6) months prior written notice and by amendment to this Section. 1. Maintenance work performed by the Tenant shall include all minor maintenance and general housekeeping activities, including but not limited to: a. Inspecting, cleaning/sweeping debris and lubricating hydraulic covers associated with shore power operations; b. Inspecting condition of substations, clearing/sweeping debris, replacing light bulbs; c. Inspecting moisture prevention heaters, reconnecting wires, gleaning heating elements and notifying the Port if replacement or repair of moisture prevention heaters is required; d. Performing inspection of the power bus; and e. Notifying the Port of any condition that may fall under the Port’s major maintenance responsibilities, as described in more detail below.

2. Maintenance work performed by the Port shall include major maintenance activities, including but not limited to: a. Replacing shore power breakers per manufacturer’s recommendations; b. Updating software and programming for human machine interface; c. Testing and calibrating meters, GPS clocks, breaker time stamping; d. Removing rust and resealing and painting weathered surfaces as necessary; e. Replacing or repairing shore power receptacles and heaters;

130 REMAINING ACTION ITEMS Tab 6.2

f. Exercising all shore power operations breakers/switches at the substation; g. Any other necessary repair and replacement work required to safely and effectively operate the Shore Power System and h. Repairing damage to Shore Power System, including but not limited to damage caused by tug boats or terminal equipment.

The foregoing list of potential maintenance activities is not meant to be exhaustive and the Port may need to take additional actions to protect and maintain the Shore Power System.

3. Notification and Response to Defective Conditions a. The Tenant shall notify the Port in writing of any defect or condition appearing to require major maintenance or repair to any part of the Shore Power System immediately upon discovering such condition and no later than forty—eight (48) hours after discovery. In the event the Tenant discovers a condition that the Tenant believes may affect life or safety, the Tenant shall immediately notify the Port upon discovery of said condition. b. The Port shall have the right to inspect the Shore Power System at any time to meet its maintenance obligations and to verify that the Tenant is performing its maintenance obligations. (h) Maintenance Rates The Tenant shall reimburse the Port for all actual costs of labor and materials incurred to perform the Port’s maintenance activities identified in this Section 2500. i. Prior to December 31, 2014, the Tenant shall not be required to reimburse the Port for any such maintenance costs, which exceed $1,285 per month, per berth. ii. After December 31, 2014, the Tenant shall be required to pay any and all maintenance costs, including those in excess of $1,285 per month, per berth, provided that the Port provides the Tenant with notice of such increase above $1,285 per month, per berth, either by delivering Tenant sixty (60) days prior written notice. iii. The Port shall provide the Tenant with an invoice for the actual costs of labor and materials associated with the maintenance activities contemplated in this Section 2500.

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6 or 132 materials the exercised findings 3. At The necessary required Port, Port record Dec Jan Reporting Jul Dec Jun Jan the Tenant according to and set 2023 2016 2015 2014 2014 2014 its Tenant’s Section and by the to in shall independent forth through through through adopts the Period demonstrate testimony satisfaction to 2. sole report, Grant the in and cost, Tn following the Agreements received; Semi-Annual Quarterly Monthly Type relies judgment using compliance acting of Agenda provide of the upon an schedule: Report upon based electronic REMAINING ACTIONITEMSTab6.2 and granting Report the with the this as on Port facts, the may months) and Jan Oct Jul quarter) Apr month) substantial Jul May Apr Mar Jan Jul Report Jun (Each Feb (Each (Each matter, agencies with format grant be 10 th 10 th 10 th 10 th 10 th l0 10th 10 th 10 th 10 th 10 th 10 th data, in for for for Due all requested requirements, related provided the prior prior prior and analysis, Date documentation evidence Board the 6 agenda by by Port. has and the the in

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Section 3. This ordinance shall take effect on December 1, 2013.

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Port Attorney

134 REMAINING ACTION ITEMS Tab 6.3

BOARD MTG. DATE: 10/24/13

AGENDA REPORT

TITLE: Extension to the Agreement with Evergreen Marine Corporation (Taiwan) Ltd. for approximately 15 acres of land at Berth 34 through June 30, 2018

AMOUNT: Approximately $988,648 per year, with annual indexed increases

PARTIES INVOLVED:

Corporate Name/Principal Location Evergreen Marine Corporation Taipei, Taiwan (Taiwan) Ltd.

TYPE OF ACTION: Ordinance

SUBMITTED BY: Jean Banker, Director of Maritime (Acting)

APPROVED BY: Chris Lytle, Executive Director

SUMMARY

Evergreen Marine Corporation (Taiwan) Ltd. (“Evergreen”) leases the marine terminal for Berths 35-37 (the Ben E. Nutter Terminal) from the Port. Additionally, Evergreen has been leasing approximately 15 acres of the adjacent Berth 34 marine terminal yard (the “Berth 34 Backland”). Evergreen desires to continue leasing the Berth 34 Backland on a longer term basis, through June 30, 2018, which matches the expiration of the Ben E. Nutter Terminal lease. Staff is seeking the Board of Port Commissioner’s (“Board’s”) authorization to extend the Berth 34 Backland lease through June 2018, at current terms and conditions, with annual rate increases based on the consumer price index (“CPI”).

BACKGROUND

In April 2002, the Port entered into a Non-Exclusive Preferential Assignment Agreement (“NEPAA”)1 with Evergreen for approximately 58 acres of land and water area known as the Ben E. Nutter Terminal, for a period of 10 years with two separate 5-year options. In March of 2010, in conjunction with Evergreen’s purchase of new cranes for the Ben E. Nutter Terminal, the Port and the Evergreen amended the term of the NEPAA to June 30, 2018, among other amendments. Evergreen has one 5-year option to further extend beyond June 2018.

Since 2004, Evergreen has been occupying the Berth 34 Backland under a separate property rental agreement (“Agreement”) from the Ben E. Nutter Terminal NEPAA. In

1 A NEPAA is a form of property rental agreement or lease.

135 REMAINING ACTION ITEMS Tab 6.3

BOARD MTG. DATE: 10/24/13

Feburuary 2009 the Board approved extension to the Agreement with Evergreen for a rate below the Port’s applicable tariff rate given certain infrastructure deficiencies of the property combined with value to growing Evergreen’s activity and investment at the Ben E. Nutter Terminal. Currently, Evergreen is occupying the Berth 34 Backland on a month-to-month basis and pays annual rent of $66,033 per acre per year, or approximately $980,856 per year. Evergreen now desires to continue leasing the Berth 34 Backland on a longer-term basis, through June 30, 2018, which matches the expiration of the Ben E. Nutter Terminal NEPAA.

ANALYSIS

The Berth 34 Backland is part of the former Berth 34 marine terminal. The Berth 34 Backland has several infrastructure deficiencies that generally limit its marketability. These deficiencies include an aged wharf, shallow permitted berth depth (-38 feet MLLW) due to the presence of the Bay Area Rapid Transit (“BART”) bay tube, substandard lighting, and substandard paving and grading. However, despite these deficiencies, the Berth 34 Backland is useful to Evergreen; they have utilized it to augment their terminal operations at the Ben E. Nutter Terminal. The Berth 34 Backland has helped sustain Evergreen’s activity at the Port, including their investment in new cranes in 2010 and the recent addition of a new service that is expected to yield significant additional volume annually (approximately 37,000 full twenty-foot equivalent units – TEUs in 2013). This volume would not have been possible without the Berth 34 Backland, and Evergreen has told us that if volume continues to grow as they expect, they will consider leasing some or all of the remainder of the Berth 34 land area as well as the Berth 33 land area (up approximately 29 acres).2

Evergreen will continue leasing the Berth 34 Backland on a month-to-month basis through December 31, 2013 at the current effective annual rate of $980,856. This rent level already reflects a CPI-based increase of 2.2% that went into effect in January 2013. For the period January 1, 2014 through June 30, 2018, Evergreen has agreed to a continuation of current terms, more specifically:

Rent to remain equal to current per acre rate ($66,033/acre/year). Annual increase equal to the greater of CPI or 2%, but not to exceed 3%. Starting January 1, 2014, as a result of a minor modification to the footprint of the Berth 34 Backland, the acreage of the Berth 34 Backland will increase, resulting in slightly higher revenue than collected in 2013 (an additional approximate $8,000 per year). Port has no obligation to make improvements (excluding certain maintenance responsibilities set forth in the Berth 34 Backland Agreement) to the property and has no plans to make any improvements through June 2018.

2 Approximately 4 acres at Berth 34 are paved and currently vacant; an additional 6 acres are unpaved. About 19 acres at Berth 33 are generally available for lease, and portions are leased intermittently by others.

136 REMAINING ACTION ITEMS Tab 6.3

BOARD MTG. DATE: 10/24/13

The proposed action will maintain current revenue, provide for modest revenue growth through CPI-based annual adjustments, and offer the possibility of more significant cargo and revenue growth from the lease of additional acreage at both Berth 33 and Berth 34, as noted above.

STRATEGIC PLAN

Strategic Goal Objective How + When Priority Area Implemented Sustainable Goal A: Create 1. Maximize the use of The proposed action Economic and Sustainable existing assets. enables the Port to Business Economic maintain revenue while 3. Increase revenue, pursuing new Development Growth For The job creation and small growth/revenue Port And Beyond business growth. opportunities for existing maritime land/facilities.

BUDGET & FINANCIAL IMPACT

The proposed extension of the Berth 34 Backland Agreement will result in approximately $980,856 of revenue in FY 2013-14, already reflected in the overall FY 2013-14 maritime operating budget. Starting January 1, 2014, revenue will be approximately $988,648 because of minor acreage modifications. Incremental revenues consistent with CPI will also be realized during the period of January 2014 through June 2018. More significant revenue may be generated if Evergreen leases additional acreage at Berths 33 and 34.

STAFFING IMPACT

The proposed action will have no impact on staffing.

SUSTAINABILITY

The proposed action does not directly provide opportunities for environmental sustainability. However, staff notes that the proposed action does not involve any change in land use or activity (e.g., truck traffic, cargo handling equipment activity). Therefore, staff expects no additional air quality impacts.

ENVIRONMENTAL

The proposal to extend the Agreement with Evergreen for the Berth 34 Backland and to include the lease of upland property at Berths 33 and 34 for additional marine terminal

137 REMAINING ACTION ITEMS Tab 6.3

BOARD MTG. DATE: 10/24/13

backland is categorically exempt from requirements of the California Environmental Quality Act (CEQA) pursuant to the Port CEQA Guidelines, Section 15301(p), which exempts renewals, extensions or amendments to leases or license and concession agreements where the premises or licensed activity was previously leased or licensed to the same or another person, and involving negligible or no expansion of use beyond that previously existing.

MARITIME AND AVIATION PROJECT LABOR AGREEMENT (MAPLA)

The proposed action does not fall within the scope of the Port of Oakland Maritime and Aviation Project Labor Agreement (MAPLA) and the provisions of the MAPLA do not apply to this action. However, if future tenant construction work under this lease agreement exceeds the thresholds required for coverage under the MAPLA, the provisions of MAPLA will apply when the Port permits are requested for said future construction work.

OWNER CONTROLLED INSURANCE PROGRAM (OCIP)

The proposed action is not subject to the Port’s Owner Controlled Insurance Program (OCIP).

GENERAL PLAN

This action does not meet the definition of "project" under the City of Oakland General Plan, and no conformity determination is required.

LIVING WAGE

OPTIONS

1. Authorize the Executive Director to extend the Agreement with Evergreen Marine Corporation (Taiwan) Ltd. for the Berth 34 Backland through June 30, 2018, as set forth herein, and further amend the Agreement to include up to 29 acres of additional Berth 33 and Berth 34 upland area at terms and conditions that are mutually agreed-upon by the Port and Evergreen and that are equal to or better than those set forth herein for the Berth 34 Backland.

2. Authorize the Executive Director to extend the Agreement with Evergreen Marine Corporation (Taiwan) Ltd. for the Berth 34 Backland through June 30, 2018, as set forth

138 REMAINING ACTION ITEMS Tab 6.3

BOARD MTG. DATE: 10/24/13

herein. Do not authorize actions related to the additional Berth 33 and Berth 34 upland area.

3. Authorize the continued lease of the Berth 34 Backland on a month-to-month basis under current terms, which allows either party to terminate upon 30-day written notice.

4. Direct staff to take alternative action as directed by the Board.

RECOMMENDATION

Authorize the Executive Director to extend the Agreement with Evergreen Marine Corporation (Taiwan) Ltd. for the Berth 34 Backland through June 30, 2018, as set forth herein, and further amend the Agreement to include up to 29 acres of additional Berth 33 and Berth 34 upland area at terms and conditions that are mutually agreed-upon by the Port and Evergreen and that are equal to or better than those set forth herein for the Berth 34 Backland.

139 REMAINING ACTION ITEMS Tab 6.3

BOARD MTG. DATE: 10/24/13

EXHIBITS

A – Maritime facility map

B – Aerial photo of the Berth 34 Backland

140 Port of Oakland Maritime Facilities REMAINING ACTION ITEMS Tab 6.3 Berths Terminal 0 1/2 1 nautical mile Tides in San Francisco Bay MAGNETIC Mean Mean Mean N 14° 11' 0 1/2 1 mile high low range 80 20–26 Ports America +5.6 ft -1.3 ft +6.9 ft 80 Union Paciﬁc San Francisco Bay Area E BNSF Railway Outer Harbor Terminal +1.7m -0.4m +1.3m 0 1/2 1 kilometer Railroad W Sacramento Operator: Ports America 50 N Santa Rosa 505 Carriers Terminal Gates / Berth Numbers S 101 CCNI Maersk 580 Hamburg Süd MSC Petaluma UPRR Major Warehouse / Transload Facility Napa r ve Hapag-Lloyd Polynesia Ri to Fair eld en Horizon Yang Ming m ra 80 c City Development Area 37 a S K-Line

Trade and Logistics Complex Vallejo 5 32nd St. San Rafael 30–32 TraPac Terminal 80 Public Truck Scales Richmond 80 Operator: TraPac Inc. 101 99 Carriers Permitted Heavy Weight Container Routes MOL Hyundai For info visit www.portofoakland.com Concord BNSF BNSF APL 24 Intermodal Freeways Toll Plaza San Francisco Facility Stockton (westbound only) San Oakland 35–38 Ben E. Nutter Terminal Northport City Truck Francisco 580 Telegraph Av. Intermodal Rail Facilities City Port of 680 UPRR Beach Parking Bay Oakland UPRR Operator: Seaside Transportation Development SF Int’l Int’l Airport Intermodal Oakland Airport (OAK) Facility Services (STS)/Evergreen Container Cranes (Port Owned) Area Alaska St. PCC Logistics (SFO) OT411 UPRR 580 Lathrop Africa St. West Grand Av. Carriers AMNAV Maritime Crowley S 808 UPRR a n Container Cranes (Tenant Owned) Tug Services Corregidor Av.

Tug Service Bataan Av. J Paci c 101 o Evergreen COSCO Fremont a Burma Rd. q 9 807 u Container Cranes (Private) 580 i China Shipping Hanjin n 5 8 Buna St. 880 R Dredge Ocean i 280 ve 10 Materials Oakland 806 Palo r Port Scale Alto Interim Construction Area Port 805 55–59 Oakland International Transfer Chungking St. Bay Bridge 20 804 5 Container Terminal Some items not to scale 7 21 Santa Clara SJ Int’l Project Airport San Jose 803 Operator: Stevedoring Services Area X402 X404 (SJC) 22 X403 of America, Inc. (SSA) MDI IRC Carriers X439 14th St. Wharﬁnger’s Frontage Rd. San Pablo Av. Port Truck CSC/ APL MOL X438 Trailer Midway St. TWIC Enrollment 14th St. China Shipping MSC Center 23 X409 Ports America CMA CGM NYK Wings COSCO OOCL X410 Outer Harbor Terminal Depot 24 City 1599 Maritime St. Hanjin UASC San Francisco-Oakland Bay Bridge 11th St. Hall 510.464.8600 Maritime St. Hapag-Lloyd Wan Hai www.portsamerica.com 14th St. Hyundai Zim B20-26 RFID Maersk Diagnostic 980 Wood St. Market St.

Peralta St. Mandela Pkwy. Union St. 24 Center Adeline St. Turning 8th St. Paciﬁc 60–63 Matson Terminal PCC Transload 11th St. XC40 Logistics 880 Operator: Stevedoring Services 1,650 ft / 502.9 m 25 8th St. Port United of America, Inc. (SSA) Scales Intermodal Pine St. Pine

Basin Bay St. Brush St. 26 X435 Carriers U.S. Customs and 7th St. 7th St. Martin Luther King Jr.Way Matson Oakland Outer Harbor Channel Border Protection Jeﬀerson St. 7th St. Clay St. 880 Washington St. X434 30 Port 5th St. Kirkham St. 6th St. Operations Begin in 2014 Maint. PCC 32 X433 Yard Logistics 33 X430 880 ConGlobal Golden Magnolia St.

Chestnut St. Filbert St. Charles P. Howard Terminal X431 TraPac Terminal 555 Maritime 3rd St. Gate 67–68 XC41 2800 7th St. 7th St. St. Complex 4th St. Maritime St. Gasoline Operator: Stevedoring Services 510.286.8600 Shippers 3rd St. of America, Inc. (SSA) www.trapac.com Transport GSC Logistics Port of Express 2nd St. Broadway 34 B30-32 Unicold CMI Oakland Franklin St. Carriers Headquarters 7th St. BNSF RAILWAY Matson Charles P. Howard Terminal Embarcadero W. Oakland International Gateway UNION PACIFIC RAILROAD Schnitzer Available for Lease in 2014 35 Ben E. Nutter Middle Harbor 333 Maritime St. INTERMODAL YARD Steel One Market St. Water St. Terminal Shoreline Park www.bnsf.com 510.446.2403 Fireboat Jack London Square Seamen’s Railport–Oakland Potomac 5190 7th St. www.ssamarine.com XC52 Church Institute 2777 Middle Harbor Rd. 1408 Middle Harbor Rd. X415 Middle Harbor Rd. www.uprr.com Roundhouse B67-68 Oakland- 510.645.2400 4001 7th St. X417 Alameda- 510.839.2226 Property X416 XC51 www.vtnocal.com Port View Middle Harbor Rd. X422 SF Ferry 37 Park 68 B35-38 West Gate Port Truck Parking 67 XC50 2505 Middle Harbor Rd. Port of Oakland Wildlife X437 510.267.3500 Headquarters www.ssamarine.com Matson Terminal Webster St.Tube Habitat Oakland International Inner Harbor PoseyTube East Gate 1579 Middle Harbor Rd. Container Terminal 1717 Middle Harbor Rd. Turning 530 Water Street 38 B55-59 510.446.2403 510.238.4400 www.ssamarine.com Oakland, CA 94607 USA www.ssamarine.com B60-63 X436 1,500 ft / 457 m Oakland Int’l Airport (OAK) 510.627.1000 X448 Jetty: 2580 ft / 869 m X447 9 miles www.portofoakland.com X446 63 Basin 62 XC10 XC11 XC12 XC13 XC14 XC15 XC16 XC17 XC18 XC19 61 60 55 56 57 58 59 Alameda Oakland Estuary / Harbor Channel Middle Harbor

Revision 30AUG2013

141 REMAINING ACTION ITEMS Tab 6.3

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of 2 144 UPDATES & ANNOUNCEMENTS Tab 7

UPDATES & ANNOUNCEMENTS The President, Members of the Board and the Executive Director will report on noteworthy events occurring since the last Board Meeting.

145 UPDATES & ANNOUNCEMENTS Tab 7.1

DRAFT

CALIFORNIA ASSOCIATION OF PORT AUTHORITIES

RESOLUTION

BY THE ADVISORY COMMITTEE RELATIVE TO COMMENNDING

The California Lesbian, Gay, Bisexual and Transgender Ports Diversity Group

WHEREAS, The California Association of Port Authorities is comprised of the State’s eleven publicly-owned, commercial seaports and is dedicated to maintaining a vigorous and vital port industry in California;

WHEREAS, The California Association of Port Authorities has been in existence since 1940 and is committed to promoting the interests of California’s ports and leading the way in innovative and cutting edge environmentally-friendly port operations;

WHEREAS, The California Association of Port Authorities is governed by the Executive Directors of the State's commercial public seaports who serve as members of the Association's Advisory Committee;

WHEREAS, California ports believe in a diverse workplaace and are committed to diversity in their respective administrations;

WHEREAS, California ports support inclusivity of all people regardless of race, color, ethnicity, national origin, religion, disability, sex, gender, expression, gender identity, or sexual orientation;

WHEREAS, Diversity generates greatness and success, and California ports provide opportunities for men, women and the transgender community who possess great talent to advance the State's port system;

WHEREAS, Members of the lesbian, gay, bisexual and trransgender community contribute to California’s publicly-owned port system, from elected or appointed officials to key staff in the maritime, tourism, marketing, real estate, public safety, and hospitality arenas;

WHEREAS, The California Association of Port Authorities facilitates meetings of the Lesbian, Gay, Bisexual and Transgender (LGBT) Ports Diversity Group, which is comprised of port officials and key staff for the purpose of buiilding fellowship among the LGBT community within the port industry;

146 UPDATES & ANNOUNCEMENTS Tab 7.1

WHEREAS, The first designated meeting of LGBT port officials took place on Friday, June 28, 2013 in San Francisco and included approximately 30 individuals from the eleven California ports;

WHEREAS, The California Association of Port Authorities understands the valuable role of the LGBT Ports Diversity Group in facilitating productive dialogue, camaraderie, and constructive working relationships among the eleven California ports;

WHEREAS, On the 10th day of July in Sacramento, the California Association of Port Authorities Advisory Committee, presided by President Wayne Darbeau, President and CEO of the Port of San Diego, voted unanimously to recognize the LGBT Port community as an official CAPA affinity group; therefore, be it

RESOLVED BY THE ADVISORY COMMITTEE, That the California Association of Port Authorities officially recognizes the LGBT Ports Diversity Group as an official affinity group of the California Association of Port Authorities.

California Association of Port Authorities Resolution Dated this 4th Day of October, 2013

Mr. Wayne Darbeau President

147 SCHEDULING Tab 8

SCHEDULING This segment of the meeting is reserved for scheduling items for future Agendas and/or scheduling Special Meetings.

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