Port of Oakland

J. CHRISTOPHER LYTLE ALAN S. YEE Executive Director President PORT OF OAKLAND

BOARD OF PORT COMMISSIONERS CESTRA BUTNER First Vice-President DANNY WAN 530 Water Street Oakland, California 94607  EARL HAMLIN Port Attorney (510) 627-1696(w)(510) 839-5104(f)TDD/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 January 15, 2015 – 1:00 p.m. nd Board Room – 2 Floor

ROLL CALL

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

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 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

California State Lands Commission v. City and County of San Francisco, et al.; San Francisco County Superior Court; Case No.: CGC 14-540531

Patricia Arcos v. Port of Oakland, Worker’s Compensation Appeals Board; WCAB Case No.: ADJ5748433

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 Matters

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

Property: Oakland Army Base Negotiating Parties: Prologis, LP; CCIG Oakland Global, LLC; Oakland Global Rail Enterprises, LLC and Port of Oakland Agency Negotiator: John Driscoll, Director of Maritime Under Negotiation: Price and Terms of Tenancy

Property: Berths 25-26 (Port of Oakland) Negotiating Parties: Ports America Outer Harbor Terminal, LLC and Port of Oakland Agency Negotiator: John Driscoll, Director of Maritime Under Negotiation: Price and Terms of Tenancy

Property: 555 Maritime Street, Oakland (Approximately 38 acres of land currently occupied by Shippers Transport Express that is adjacent to the Port-owned rail terminal operated by Burlington Northern Santa Fe in the Port’s Maritime area). Negotiating Parties: Lineage Logistics and Port of Oakland Agency Negotiator: John Driscoll, Director of Maritime Under Negotiation: Price and Terms of Tenancy

Property: 205 Brush Street, Oakland, CA Negotiating Parties: Pacific Gas & Electric (“PG&E”) and Port of Oakland Agency Negotiator: John Driscoll, Director of Maritime Under Negotiation: Price and Terms of Sale

1.4 CONFERENCE WITH LABOR NEGOTIATORS – (Pursuant to California Government Code Section 54957.6).

Employee International Federation of Professional and Technical Organizations: Engineers, Local 21 (IFPTE-Local 21); Services Employees International Union, Local 1021 (SEIU-Local 1021); Western Council of Engineers (WCE); and International Brotherhood of Electrical Workers, Local 1245 (IBEW-Local 1245)

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

Consultation with: Mike O’Brien Port Facilities Security Officer

ROLL CALL/OPEN SESSION (Approximately 4:30 p.m.)

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

2 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 Ordinance No. 4315: Second Reading Of An Ordinance Approving The Granting Of An Easement To The United States Navy And The Treasure Island Development Authority Along Portions Of The Eastern Boundary Of Maritime Street.

2.2 Ordinance No. 4316: Second Reading Of An Ordinance Authorizing And Approving The Extension Of Month-To-Month Space Assignment Agreements That Have Been In Effect For More Than One Year As Of December 12, 2014.

2.3 Ordinance No. 4318: Second Reading Of An Ordinance Authorizing And Approving A Third Supplemental Agreement With Everport Terminal Services, Inc., For The Ben E. Nutter Terminals, Berths 35-38, To Accurately Reflect Current Terminal Boundaries, Billing And Payment Terms.

2.4 Ordinance No. 4311: Second Reading Of An Ordinance Approving And Adopting Rules And Regulations To Meet The Requirements Of The General Permit For Waste Discharge Requirements (“WDRS”) For Storm Water Discharges From Small Municipal Separate Storm Sewer Systems.

2.5 Ordinance No. 4319: Second Reading Of An Ordinance Approving A Five Year License And Concession Agreement With Norcal Rental Group, LLC, For The Premises Located At 295 Hegenberger Way, Oakland, California.

2.6 Minutes: Approval of the Minutes of the Regular Meetings of November 13, 2014 and December 11, 2014. (Board Secretary)

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.

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: Four Months Ending October 31, 2014, Unaudited Results, Financial Highlights (Finance)

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: First Reading of an Ordinance to Approve a Space/Use Permit with ARINC Incorporated at the Oakland International Airport (Aviation)

6.2 Resolution: Authorization to Execute a Memorandum of Agreement (MOA) with the Transportation Security Administration (TSA) and Related Contracting Approvals to Relocate Two CT-80 Baggage Screening Machines in Terminal 1, Oakland International Airport (OAK). (Aviation)

6.3 Resolution: Authorization to enter into contract with design, advertising, and media buying consultant firm to fulfill advertising goals and objectives. (Aviation)

6.4 Resolution: Budget Approval and Other Related Authorizations For Consultant Services Project Scoping Related to Grant Funding Consideration of Port Priority Projects (Engineering / 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.

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 January 29, 2015.

4 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 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 PORT ORDINANCE NO. 4315

ORDINANCE APPROVING THE GRANTING OF AN EASEMENT TO THE UNITED STATES NAVY AND THE TREASURE ISLAND DEVELOPMENT AUTHORITY ALONG PORTIONS OF THE EASTERN BOUNDARY OF MARITIME STREET.

WHEREAS, the Board of Port Commissioners of the City of Oakland (“Board”) has reviewed and evaluated the Agenda Report for Agenda Item 2.1, dated December 11, 2014 (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

WHEREAS, Port staff seeks authorization to grant the United States Navy (“Navy”) and Treasure Island Development Authority (“TIDA”) an easement; to place, operate, inspect, maintain, repair, remove and replace their electrical cables into a joint trench; 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 finds and determines that to facilitate the redevelopment of the former Oakland Army Base (“OAB”)(including the Port’s lands within the OAB), it is in the best interest of the Port to approve and authorize the Executive Director of the Port or his designee to grant an easement to the Navy and TIDA to place, operate, inspect, maintain, repair, remove and replace their electrical cables into a joint trench, all in a form approved by the Port Attorney and consistent with the purposes set forth in the Agenda Report and in this Ordinance.

Section 3. The Board hereby finds and determines that the proposal to grant an easement to the Navy and TIDA to relocate their existing cables as described in this Agenda Report was previously reviewed in accordance with the requirements of the California Environmental Quality Act (“CEQA”) and the Port CEQA Guidelines as follows:

A. In July 2002, the City of Oakland, acting by and through its City Council (“City”), as the lead agency under CEQA, certified an Environmental Impact Report (“EIR”) for reuse of the OAB. On September 17, 2002, the Board, acting on behalf of the Port as a responsible agency under CEQA, adopted findings and a mitigation program in reliance on the City’s EIR (Resolution No. 02317). In June 2012, the Board considered the 2012 OAB Project Initial Study/Addendum (“2012 Addendum”) and adopted mitigation measures applicable to the Port from the City’s OAB Standard Conditions of Approval/Mitigation Monitoring and Reporting Program (“SCA/MMRP”)with Resolution No. 12-76.

B. The OAB EIR and the 2012 Addendum described projects to be developed by the Port and City on and immediately adjacent to the former OAB, and the need for utility relocations and agreements as described in this agenda report. Thus, no further CEQA review is required to take the proposed action.

308205 Section 4. The Board hereby approves and authorizes the Executive Director to negotiate and execute an easement to relocate the Navy’s and TIDA existing cables into a joint trench, all in a form approved by the Port Attorney and consistent with the purposes set forth in the Agenda Report and in this Ordinance in partial consideration for the Navy and TIDA executing and delivering to the Port a quitclaim deed of their existing property rights to the area.

Section 5. This ordinance approves and authorizes the execution of an easement in accordance with the terms of this ordinance. Unless and until a separate written instrument is duly executed on behalf of the Board as authorized by this ordinance, is signed and approved as to form and legality by the Port Attorney, and is recorded on title, there shall be no valid or effective easement.

The Board of Port Commissioners, Oakland, California, December 11, 2014. Passed to print for one day by the following vote: Ayes: Commissioners Butner, Colbruno, Hamlin, Parker, and President Yee – 5. Excused: Commissioners Head and Uno – 1. Noes: 0.

John T. Betterton Secretary of the Board

308205 PORT ORDINANCE NO. 4316

ORDINANCE AUTHORIZING AND APPROVING THE EXTENSION OF MONTH-TO-MONTH SPACE ASSIGNMENT AGREEMENTS THAT HAVE BEEN IN EFFECT FOR MORE THAN ONE YEAR AS OF DECEMBER 12, 2014.

WHEREAS the Board of Port Commissioners of the City of Oakland (“Board”) has reviewed and evaluated the proposed extension of the month-to- month space assignment agreements in the Port of Oakland’s (“Port”) Maritime Area as set forth in the Agenda Report for Agenda Item 2.2, dated December 11, 2014 (the “Agenda Report”) and related agenda materials, has received the expert testimony of Port staff, and has provided opportunities for and taken public comment; and

WHEREAS, a list of the month to month space assignment agreements referenced in the Agenda Report are listed in Attachment A to this Ordinance; now, therefore

BE IT ORDAINED by the Board of Port Commissioners of the City of Oakland (“Board”) as follows:

Section 2. The Board hereby finds and determines as follows:

A. The continued use of the subject properties for maritime support purposes is not subject to CEQA under Section 15061(b)(3) of the CEQA Guidelines, which 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 space assignment agreements with existing tenants for the same uses on these sites, where no subsurface disturbance is permitted, will result in a physical change in the environment, and therefore this action is not subject to CEQA.

B. In addition, the proposed extension of space assignment agreements with maritime area tenants is categorically exempt from 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. Extending the space assignment agreements with existing tenants to continue their current business operations meets the criteria for this exemption.

Some of the space assignment premises are under regulatory agency oversight with deed restrictions on the following properties:

∑ The former Oakland Army Base (“OAB”), which is under the oversight of the State of California’s Department of Toxic Substances Control (“DTSC”)(EnviroStor site 01970016) due to a variety of historic contaminants in soil and groundwater, remaining from the OAB’s former use as a military installation. Most of the sites have been remediated. Two

Page 1 of 5 308471 deed restrictions on the OAB prohibit certain land uses and activities, such as groundwater extraction and excavation or soil disturbance without DTSC review and approval, and compliance with the final Remedial Action Plan and Risk Management Plan, among other conditions. Furthermore, interim leasing of property at the former OAB was described and analyzed in the 2002 Oakland Army Base (OAB) Area Redevelopment Plan Environmental Impact Report (EIR) and the 2012 OAB Project Initial Study/Addendum (IS/Addendum), which were previously considered by the Board.

∑ The former U.S. Navy Fleet and Industrial Supply Center Oakland site that is under the oversight of the DTSC (EnviroStor site CA4170090027) due to volatile organic compounds in shallow groundwater, remaining from its former use as a military installation. A deed restriction on that portion of the site prohibits constructing wells and extracting groundwater. DTSC considers this site closed.

∑ The former Union Pacific Railroad Roundhouse property that is under the oversight of the Regional Water Quality Control Board (RWQCB) (Geotracker site SL18339759) due to petroleum products in soil and groundwater, remaining from the site’s former use by Western Pacific and Union Pacific Railroads. A deed restriction on the Roundhouse site prohibits certain land uses and activities, such as groundwater extraction and excavation or soil disturbance without RWQCB review and approval, requires compliance with a Site Management Plan, and requires surface covers, among other conditions. The RWQCB considers this site closed.

Continued use of these deed-restricted sites for maritime support purposes is not subject to CEQA under Section 15061(b)(3) of the CEQA Guidelines, which 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 space assignments with existing tenants for the same uses on these sites will result in a physical change in the environment, and therefore this action is not subject to CEQA.

Section 3. The Board approves and authorizes the Executive Director to execute modifications to the month-to-month space assignment agreements listed in Attachment A to this Ordinance to extend such space assignment agreements on a month-to-month basis under the same terms and conditions and at such rates as are set forth in Port Tariff 2-A, as the same may be amended from time to time by the Board. Each of the month-to-month space assignment agreements herein authorized shall be subject to further Board review and approval in the event that any such Space Assignment Agreements continue for more than one (1) additional year.

Section 4. 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. Unless and until separate written agreement(s) are duly executed on behalf of the Board as authorized by this ordinance, is signed and approved as to form and legality by the Port Attorney, and is delivered to the other contracting party, there shall be no valid or effective agreement(s).

Section 5. This ordinance shall be effective immediately upon adoption by the Board.

Page 2 of 5 308471 The Board of Port Commissioners, Oakland, California, December 11, 2014. Passed to print for one day by the following vote: Ayes: Commissioners Butner, Colbruno, Hamlin, Parker, and President Yee – 5. Excused: Commissioners Head and Uno – 1. Noes: 0.

John T. Betterton Secretary of the Board

Page 3 of 5 308471 ATTACHMENT A

December 12, 2014 Agenda Item 2.2: List of Space Assignment Agreements

Company Agreement Type of use Monthly Rent A.V. Trucking Company 1334MMJ5 Trucking ops $9,688 Academy of Truck Driving 1182MMJ1 Parking of training vehicles $433 Academy of Truck Driving 1185MMJ1 Office and training space $907 Amnav Maritime Services 1172MMJ1 Tug boat operations $6,772 Ariana Hot Dog 1368MMJ3 Food vendor $120 Bridgeport Transportation OHQ1028 Office space $780 Bridgeport Transportation 1219MMJ1 Trucking ops $4,605 Bridgeport Transportation 1286MMJ1 Office space $1,080 California Freight 1318MMJ1 Office space and trucking ops $10,863 California Multimodal 1195MMJ5 Office space and trucking ops $39,484 CP Carrier 1138MMJ1 Office space and trucking ops $1,156 CP Carrier 1264MMJ1 Trucking ops $2,059 Crowley Marine Services 1170MMJ1 Tug boat operations $3,328 CTS Tires and Recycling 1363MMJ1 Truck repairs $3171 Delicias De Acapulco 1262MMJ1 Food vendor $120 Digital Realty Trust 1280MMJ3 Storage and auto parking $2,387 El Patron Lonchera 1229MMJ3 Food vendor $120 Fundis Company OHQ932 Truck scale $4,182 Fundis Company 1245MMJ1 Trucking ops $11,764 Intermodal Logistics 1370MMJ1 Trucking ops $4,498 La Cabana Tacos 1323MMJ1 Food vendor $120 La Chole MHQ1031 Food vendor $120 Legner & Sons Express 1173MMJ1 Office and trucking ops $8,936 Maritech Equipment 1089MMJ1 Office space and repair shop $3,603 MC&PL Tire and Road Service 1105MMJ5 Truck tire repair $367 MDI Forest Products 1298MMJ1 Log export ops $20,381 MDI Forest Products 1321MMJ1 Log export ops $16,903 Metritech LLC 1268MMJ1 RFID center $88 Nelson Francia Trucking 1239MMJ5 Trucking ops $1,730 North Central Truck Supply 1311MMJ1 Truck parts $2,446

Page 4 of 5 308471 Company Agreement Type of use Monthly Rent Pena’s Trucking Service 1351MMJ1 Trucking ops $6,488 Port Transfer 1177MMJ1 Trans-loading operations $4,863 Progressive Transportation OHQ984 Office space $1,678 Progressive Transportation 1233MMJ5 Trucking ops $2,759 R&G Express 1352MMJ1 Trucking ops $761 Schnitzer Steel 1221MMJ3 Steel export ops $2,106 Schnitzer Steel 1231MMJ3 Steel export ops $2,948 Schnitzer Steel 1284MMJ3 Steel export ops $1,463 Sincere Hardware 1241MMJ4 Product storage $2,128 Tacos Los Cuates 1253MMJ4 Food vendor $120 Taso Zografos 1319MMJ1 TWIC card office $323 The Container Traders 1324MMJ1 Container repairs/sales $6,316 Tran Kim Muoi 1333MMJ2 Food vendor $120 United Intermodal Services 1225MMJ5 Container depot $19,890 United Intermodal Services 1236MMJ1 Container depot $41,878 Valencia Food MHQ1015 Food Vendor $120 Villegas Trucking 1320MMJ1 Truck tractor repair $1,832 Westar Marine Services 1165MMJ1 Water taxi services $606 Wings Century Trucking 1307MMJ1 Trucking ops $12,127 Total $270,737

Page 5 of 5 308471 PORT ORDINANCE NO. 4318

ORDINANCE AUTHORIZING AND APPROVING A THIRD SUPPLEMENTAL AGREEMENT WITH EVERPORT TERMINAL SERVICES, INC., FOR THE BEN E. NUTTER TERMINALS, BERTHS 35-38, TO ACCURATELY REFLECT CURRENT TERMINAL BOUNDARIES, BILLING AND PAYMENT TERMS.

WHEREAS, the Board of Port Commissioners (“Board”) has reviewed and evaluated the Agenda Report Item 6.1 dated December 11, 2014 (“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 (“Board”) as follows:

Section 2. The Board approves the terms and conditions set forth in the Agenda Report to execute a Third Supplemental Agreement with Everport Terminal Services, Inc. for the Ben E. Nutter Terminal, Berths 35-38, to accurately reflect current terminal boundaries, billing and payment terms, and authorizes the Executive Director or his designee to approve and execute for and on behalf of the Board a Third Supplemental Agreement, subject to the Port attorney’s approval as to form and legality.

Section 3. The Board hereby finds and determines that the proposed amendment of the Third Supplemental Agreement is categorically exempt from requirements of the California Environmental Quality Act (“CEQA”) Guidelines and the Port CEQA Guidelines, Section 15301(p), which exempts renewals, extensions or amendment to leases or license and concession agreements where the premises or licenses activity was previously leased or licensed to the same or another person, and involving negligible or no expansion of use beyond that previously existing. Entering into a Third Supplemental Agreement to the NEPAA with the existing tenant, Everport, to more accurately depict the premises and reflect actual payment and billing practices meets the criteria for this exemption.

308472 is delivered to the other contracting party, there shall be no valid or effective agreement(s).

Section 5. This ordinance shall be effective immediately upon adoption by the Board.

John T. Betterton Secretary of the Board

308472 PORT ORDINANCE NO. 4311

ORDINANCE APPROVING AND ADOPTING RULES AND REGULATIONS TO MEET THE REQUIREMENTS OF THE GENERAL PERMIT FOR WASTE DISCHARGE REQUIREMENTS (“WDRS”) FOR STORM WATER DISCHARGES FROM SMALL MUNICIPAL SEPARATE STORM SEWER SYSTEMS.

WHEREAS, the Board of Port Commissioners (“Board”) has reviewed and evaluated Agenda Report Item 6.2 dated November 13, 2014, and related agenda materials (“Agenda Report”), has received the expert testimony of Port of Oakland (“Port”) staff, and has provided opportunities for and taken public comment; and

WHEREAS, that 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 material and in testimony received; and

WHEREAS, the Port under the management and control of the Board of Port Commissioners of the City of Oakland (“City”) established by Section 701 of the Charter of the City of Oakland, has certain authority within the Port Area, as such may be revised from time-to-time; and

WHEREAS, storm water runoff from urban and developed areas poses a threat to public health, safety and the environment; and

WHEREAS, the 1987 Amendments to the Clean Water Act, require certain operators of Municipal Separate Storm Sewer Systems (“MS4s”) to implement a program managing storm water discharges to and through their MS4 in accordance with an NPDES Permit; and

WHEREAS, on February 5, 2013, the State Water Resources Control Board issued an NPDES Permit for MS4s (“MS4 Permit”) requiring the Port to register for and comply with the MS4 Permit; and

WHEREAS, the Port has jurisdiction over storm water and surface drainage within the Port Area, except for areas under the storm water jurisdiction of the City pursuant to agreement or other actions of the Port and the City; and

WHEREAS, the Port is required by the MS4 Permit to have legal authority to control discharges to its storm water drainage system; and

WHEREAS, the Board has authority to adopt ordinances promoting public health and safety; now, therefore,

306359 BE IT ORDAINED by the Board of Port Commissioners of the City of Oakland as follows:

Section 1. The “Port of Oakland Storm Water Ordinance”, as shown in Exhibit A to this Ordinance is hereby approved and adopted. That Ordinance shall be referred to as the “Port of Oakland Storm Water Ordinance”.

Section 2. This Ordinance and the Port of Oakland Storm Water Ordinance shall be effective on April 1, 2015.

The Board of Port Commissioners, Oakland, California, November 13, 2014. Passed to print for one day by the following vote: Ayes: Commissioners Butner, Colbruno, Hamlin, Head, Parker, Uno and President Yee – 7. Noes: 0.

John T. Betterton Secretary of the Board

306359 EXHIBIT A

PORT OF OAKLAND

STORM WATER ORDINANCE

306359 TABLE OF CONTENTS Page

ARTICLE 1. Purpose, Definitions and General Provisions...... 1 PURPOSE AND INTENT...... 1 1.2 DEFINITIONS...... 1 Best Management Practices (“BMPs”)...... 1 Board of Port Commissioners...... 1 City ...... 1 Construction Activity...... 1 Director...... 1 Fees...... 2 Governmental Authority...... 2 Hazardous Materials ...... 2 Illicit Connections...... 2 Illicit Discharge...... 2 Industrial Activity...... 2 Law ...... 2 Low Impact Development (“LID”)...... 2 MS4...... 2 MS4 Permit...... 2 Non-Storm Water Discharge ...... 2 Notice of Penalty (“NOP”) ...... 2 Notice of Violation (“NOV”) ...... 2 NPDES Permit ...... 3 Person ...... 3 Pollutant...... 3 Pollution...... 3 Port Area...... 3 Port Storm Drains ...... 3 Post-Construction Storm Water Controls ...... 3 Premises...... 3 Protest ...... 3 Receiving Waters...... 3 Representative...... 4 RWQCB...... 4 Storm Water...... 4 Storm Water Facilities ...... 4 Storm Water Laws ...... 4 Storm Water Permit ...... 4 SWRCB ...... 4 1.3 APPLICABILITY...... 4 1.4 ADMINISTRATION...... 4 1.5 GUIDANCE...... 4 1.6 REGULATORY CONSISTENCY...... 5 1.7 COMPLIANCE RESPONSIBILITY...... 5

ARTICLE 2. Discharge Prohibitions...... 5 2.1 PROHIBITED DISCHARGES...... 5

306359 PORT OF OAKLAND STORM WATER ORDINANCE Non-Storm Water Discharge...... 5 Violation of Water Quality Standards...... 5 Illicit Connections...... 5 Illicit Discharges...... 5 Waste Disposal...... 5 Landscape Runoff...... 6 2.2 EXCEPTIONS...... 6 Authorized Non-Storm Water Discharge...... 6 Permitted Discharge...... 6 Protection of Health and Safety...... 6 Agency Exemption ...... 7

ARTICLE 3. Regulations and Requirements...... 7 3.1 GENERAL REQUIREMENTS...... 7 Compliance with Laws and Permits...... 7 Best Management Practices...... 7 Structural BMPs...... 8 Easements...... 8 3.2 ELIMINATION OF ILLICIT DISCHARGES AND CONNECTIONS...... 8 3.3 CONTROL OF POLLUTANTS DURING CONSTRUCTION ...... 9 Generally...... 9 (b) Notice...... 9 Construction On Port Property...... 9 As-built Plans...... 9 3.4 PROJECT DESIGN TO CONTROL POLLUTANTS AFTER CONSTRUCTION...... 9 Post-Construction Storm Water Controls Required...... 9 Scope of Requirements...... 9 Operation and Maintenance...... 10 3.5 STORM WATER PROTECTION PLAN...... 10 3.6 NOTIFICATION OF SPILLS AND POLLUTANT RELEASES...... 10

ARTICLE 4. Inspection and Monitoring ...... 11 4.1 INSPECTIONS...... 11 Port Inspections...... 11 Imminent Threat...... 11 Documentation...... 11 4.2 MONITORING...... 11 Observations and Sampling...... 11 Long Term Monitoring...... 11 Requirement to Monitor and Analyze...... 11

ARTICLE 5. Enforcement...... 12 5.1 VIOLATIONS...... 12 Acts in Violation of this Ordinance...... 12 Separate Violations...... 12 5.2 ENFORCEMENT ACTIONS...... 12 Notice of Violation (“NOV”)...... 12 Inspections...... 13 Notice of Penalty (“NOP”)...... 13

306359 PORT OF OAKLAND STORM WATER ORDINANCE Extension of Time...... 13 Legal Action...... 13 Written Enforcement Notices...... 13 Notice to State and Federal Authorities...... 13 5.3 ABATEMENT BY THE PORT ...... 14 Failure to Abate...... 14 Emergency...... 14 Reimbursement...... 14 5.4 PENALTIES...... 14 Penalties...... 14 Penalty Alternative...... 14 Revocation of Port Authorizations...... 14 5.5 APPEAL ...... 15 Filing a Protest...... 15 Review and Decision...... 15 Hearing...... 15 Liens...... 15 5.6 REMEDIES NOT EXCLUSIVE...... 15

ARTICLE 6. Fees ...... 16 6.1 FEES...... 16 6.2 FEES IN LIEU...... 16 6.3 FAILURE TO PAY FEES A VIOLATION...... 16

ARTICLE 7. Miscellaneous Provisions...... 16 7.1 WRITTEN NOTICE...... 16 7.2 CONFLICT OF LAW...... 16 7.3 LIABILITY OF PORT...... 16 7.4 SEVERABILITY...... 16 7.5 EFFECTIVE DATE...... 16 7.6 INCORPORATION INTO TARIFF 2-A...... 17

306359 PORT OF OAKLAND STORM WATER ORDINANCE ARTICLE 1. Purpose, Definitions and General Provisions

1.1 PURPOSE AND INTENT.

The purpose and intent of this Ordinance is to:

(a) promote the health, safety, and general welfare of citizens;

(b) protect and enhance the water quality of water bodies of San Francisco Bay and its tributaries, in a manner pursuant to, and consistent with, Storm Water Laws by:

1. reducing Pollutants in Storm Water discharges to the maximum extent practicable; and

2. eliminating unauthorized Non-Storm Water Discharge to the Port Storm Drains; and

1.2 DEFINITIONS.

As used in this Ordinance:

(a) Best Management Practices (“BMPs”) means practices that are designed to prevent or reduce Non-Storm Water Discharge or the discharge of Pollutants in Storm Water runoff. BMPs encompass activities, procedures, structures and facilities, and may control rates and volumes of Storm Water runoff. BMP examples include: operation and maintenance procedures; erosion and sediment control practices; facility management practices to prevent and clean up spills, ensure proper waste disposal, prevent Non- Storm Water Discharge, and protect stored materials from contact with Storm Water; treatment facilities; and such other practices as the Port determines appropriate for the control of Pollutants in Storm Water.

(b) Board of Port Commissioners means the board established by Section 701 of the Charter of the City of Oakland.

(c) City means the City of Oakland, a charter city organized and existing under the Constitution of the State of California.

(d) Construction Activity means activities related to construction projects in which soil is disturbed, including, but not limited to, clearing and grubbing, grading, excavating, earth moving, digging, underground utility removal or installation, demolition, paving and repaving where soil is exposed, and structure construction. Construction Activity may be subject to Storm Water Permit requirements.

(e) Director means the Port of Oakland Executive Director and his/her designated Representatives.

P007137.0125\3079695.14ORT OF OAKLAND STORM WATER ORDINANCE 1 (f) Fees means fees, rates, charges, assessments, or other amounts.

(g) Governmental Authority means any court, Federal, State or local government, department, commission, board, bureau, agency or other regulatory, administrative, governmental or quasi-governmental authority, including the U.S. Environmental Protection Agency, SWRCB, RWQCB, the Port, and any successor agency.

(h) Hazardous Materials means any material, including any substance, waste, or combination thereof, which because of its quantity, concentration, or physical, chemical, or infectious characteristics may cause, or significantly contribute to, a substantial present or potential hazard to human health, safety, property, or the environment when improperly treated, stored, transported, managed, disposed of, or otherwise handled.

(i) Illicit Connections means: (i) Any pipe, drain or conveyance, whether on the surface or subsurface, which conveys anything other than Storm Water to the Port Storm Drains; or (ii) any conveyance which allows any Non-Storm Water Discharge (including sewage, wastewater, or wash water) to enter the Port Storm Drains, such as pipes from indoor drains and sinks, regardless of whether such pipe had been previously allowed, permitted, or approved by a Governmental Authority.

(j) Illicit Discharge means any direct or indirect Non-Storm Water Discharge to any Receiving Waters or Port Storm Drains, except as authorized in Section 2.2 of this Ordinance.

(k) Industrial Activity means activities related to or involving manufacturing, processing or material storage at an industrial facility, including activities described in 40 CFR Section 122.26 (b)(14). Industrial Activity may be subject to Storm Water Permit requirements.

(l) Law means any applicable resolution, order, writ, injunction, decree, judgment, law, ordinance, decision, opinion, ruling, policy, program, permit, statute, code, rule or regulation, authorization or other approval by, or other directives issued by, any Governmental Authority, as such may be amended, modified or revised from time to time.

(m) Low Impact Development (“LID”) is a development approach to minimize the effect of development on site hydrology and Storm Water quality after Construction Activity is complete. LID includes structures, design features, facilities, or devices, to control Storm Water discharge flows, rates and volumes, or to minimize, and prevent where possible, Storm Water contact with, and transport of, sediment, Pollutants, and, except as expressly permitted by the Port, Non-Storm Water Discharge. LID is an evolving term subject to the interpretation of Governmental Authorities.

(n) MS4 means Municipal Separate Storm Sewer System, including the Port Storm Drains.

(o) MS4 Permit means the State-issued NPDES Permit applicable to and regulating the Port Storm Drains, as such permit is issued, reissued, modified, amended or superseded.

(p) Non-Storm Water Discharge means any discharge to the Port Storm Drains or Receiving Waters that is not composed entirely of Storm Water.

(q) Notice of Penalty (“NOP”) means a notice setting a penalty provided by the Director pursuant to Section 5.2(c) of this Ordinance.

(r) Notice of Violation (“NOV”) means a notice of alleged violation provided by the Director pursuant to Section 5.2(a) of this Ordinance.

P007137.0125\3079695.14ORT OF OAKLAND STORM WATER ORDINANCE 2 (s) NPDES Permit means a National Pollutant Discharge Elimination System permit issued by a Governmental Authority pursuant to the Clean Water Act (33 U.SC. §1251 et. seq.), including, but not limited to, any permit regulating the discharge of Storm Water from Construction Activity, Industrial Activity or an MS4.

(t) Person means any individual (including, without limitation, the heirs, beneficiaries, executors, legal representatives or administrators thereof), company, corporation, partnership, joint venture, trust, limited liability company, limited partnership, joint stock company, unincorporated association, or other entity.

(u) Pollutant means anything which causes or contributes to Pollution. Pollutants include, but are not limited to: toxic materials, paints, varnishes, and solvents; oil and other automotive fluids; non- hazardous liquid and solid wastes; landscaping wastes; washwater; refuse, rubbish, trash, garbage, litter, debris or other discarded or abandoned material, objects, articles, and accumulations, so that same may cause or contribute to Pollution; floatables and sediment; pesticides, herbicides, and fertilizers; Hazardous Materials, hazardous substances and wastes; sewage, fecal coliform and pathogens; dissolved and particulate metals; animal wastes; wastes and residues that result from constructing a building or structure (including, but not limited to, sediments, slurries, and concrete rinsates); and noxious or offensive matter of any kind.

(v) Pollution as defined by California Water Code Section 13050, as such may be amended from time to time, means the human-made or human-induced alteration of the quality of waters by waste to a degree which unreasonably affects, or has the potential to unreasonably affect, either the waters for beneficial uses or the facilities which serve these beneficial uses. Pollution may include impairment of the quality of waters to the degree which creates a hazard to the public health.

(w) Port Area means that area under the Port’s jurisdiction as designated in Section 725 of the Charter of the City.

(x) Port Storm Drains means Port-owned and operated MS4, including facilities that collect, convey or discharge Storm Water runoff, including, but not limited to, catch basins, drainage pipes, streets, gutters, curbs, inlets, piped storm drains, pumping facilities, ditches, swales, retention and detention basins, natural and human-made or altered drainage channels, reservoirs, outfalls, and other drainage structures which are within the Port Area and are not part of a publicly owned treatment works as defined at 40 CFR Section 122.2.

(y) Post-Construction Storm Water Controls means BMPs designed, constructed or installed primarily for the purpose of controlling runoff discharge volumes, flows or rates (reducing hydromodification), or minimizing the generation, transport or discharge to Receiving Waters of sediment, Pollutants and Non-Storm Water Discharge after Construction Activity is concluded. Post-Construction Storm Water Controls include Storm Water Facilities.

(z) Premises means any building, lot, parcel of land, or portion of land, including properties leased by the Port to third parties, whether improved or unimproved including adjacent sidewalks and parking strips.

(aa) Protest means a request for review of an NOV or an NOP submitted to the Port in accordance with Section 5.5 of this Ordinance.

(bb) Receiving Waters means surface waters and groundwater, including Waters of the U.S. as defined under the Clean Water Act (33 U.SC. §1251 et. seq.), and Waters of the State as defined under the Porter-Cologne Act (California Water Code §13000 et seq.), including, but not limited to, San Francisco Bay, the Oakland Harbor, estuary, wetlands, and any tributaries thereto.

P007137.0125\3079695.14ORT OF OAKLAND STORM WATER ORDINANCE 3 (cc) Representative means, with respect to any Person, any other Person acting on behalf of, or designated by such Person, including a director, officer, employee, official, partner, member, owner, agent, consultant, engineer, contractor, sub-contractor, sub-lessee, customer, or other Person for whom such Person is at law responsible.

(dd) RWQCB means the Regional Water Quality Control Board, San Francisco Bay Region.

(ee) Storm Water means any surface flow, runoff, or drainage consisting of water from precipitation.

(ff) Storm Water Facilities means structures, devices, facilities or design features, including, without limitation, ditches, vegetated swales, channels, pipes, conveyances, drains, inlets, outfalls, pervious pavements, retention basins, detention basins, and other above-ground and below-ground features sometimes known as “Post-Construction Storm Water Controls,” “green infrastructure,” or “Low Impact Development,” that are designed, constructed or installed primarily to reduce or control Storm Water discharge volumes, flows or rates, or to prevent or minimize Storm Water contact with, transport of, or discharge from the property of, sediment, Pollutants, Non-Storm Water Discharge or other material. Functions of Storm Water Facilities include, without limitation, any one or combination of the following: the collection, conveyance, transport, treatment, retention, detention, or discharge of Storm Water.

(gg) Storm Water Laws means the Clean Water Act (33 U.SC. §1251 et. seq.), the Porter- Cologne Act (California Water Code §13000 et seq.), the regulations, and Storm Water Permits issued thereunder, and any other Law relating directly or indirectly to Storm Water discharge, or which may be violated by Storm Water discharge or Non-Storm Water Discharge to the Port Storm Drains or Receiving Waters.

(hh) Storm Water Permit means any applicable individual or general NPDES Permit or waste discharge requirements, waiver of waste discharge requirements or other authorization by a Governmental Authority issued pursuant to Storm Water Laws that pertain to Storm Water runoff, as such may be amended, modified or revised from time to time. Storm Water Permit includes, without limitation, the general NPDES permits pertaining to Storm Water discharge from Industrial Activity, Construction Activity and MS4s.

(ii) SWRCB means the State Water Resources Control Board.

1.3 APPLICABILITY.

This Ordinance shall apply to all discharges to or through the Port Storm Drains generated on any developed or undeveloped land within the Port Area, or generated by activities occurring within the Port Area.

1.4 ADMINISTRATION.

The administration of this Ordinance shall be under the authority of the Director, as delegated to designated Port personnel. Any powers granted or duties imposed upon said Director may be delegated by the Director to Persons or entities acting in the beneficial interest of, or in the employment of, the Port. The Port may also coordinate with other entities to implement programs to implement Storm Water Laws.

1.5 GUIDANCE.

The Director may prepare, and update as appropriate from time-to-time, policies, procedures, specifications, and other guidance to implement this Ordinance, Port programs respecting Storm Water, or requirements of Storm Water Laws. Such guidance may be compiled in a Storm Water Manual or other document(s) containing BMP design standards and performance criteria; minimum BMP requirements; acceptable

P007137.0125\3079695.14ORT OF OAKLAND STORM WATER ORDINANCE 4 treatment practices; maintenance requirements; reporting requirements; procedures for obtaining Port approval; Post-Construction Storm Water Controls; and alternative compliance options, among other matters.

1.6 REGULATORY CONSISTENCY.

This Ordinance shall be construed to assure consistency with the requirements of Storm Water Laws.

1.7 COMPLIANCE RESPONSIBILITY.

The standards set forth herein and promulgated pursuant to this Ordinance are minimum standards. The Port does not intend or imply that compliance with this Ordinance ensures compliance with Storm Water Laws. Any Person subject to requirements of Storm Water Laws or Storm Water Permits shall be responsible for their compliance with such Storm Water Laws or Storm Water Permits. Neither the Port nor any agent or employee thereof shall be liable for any injury or damages resulting from any Person’s reliance on this Ordinance or any administrative decision lawfully made thereunder.

ARTICLE 2. Discharge Prohibitions

2.1 PROHIBITED DISCHARGES.

Except as otherwise provided in Section 2.2, below, the following are prohibited:

(a) Non-Storm Water Discharge.

Non-Storm Water Discharge is prohibited, except as authorized in Section 2.2 of this Ordinance.

(b) Violation of Water Quality Standards.

No Person shall discharge, permit or cause to be discharged to the Port Storm Drains or any Receiving Waters, either directly or indirectly, any material, including, but not limited to, a Pollutant or water containing any Pollutant, that constitutes a nuisance, causes or contributes to a violation of applicable State or federal water quality standards or objectives or otherwise violates Storm Water Laws.

The construction, use, maintenance or continued existence of Illicit Connections to the Port Storm Drains or Receiving Waters is prohibited. This prohibition expressly includes, without limitation, Illicit Connections made in the past, regardless of whether the connection was permissible under Storm Water Law or practices applicable or prevailing at the time of connection.

(d) Illicit Discharges.

Illicit Discharges are prohibited.

(e) Waste Disposal.

No Person shall cause or permit any waste, trash, rubbish, debris, litter, garbage, discarded or abandoned objects or other materials to be located at any place where such would contact Storm Water or be transported by Storm Water to Receiving Waters.

P007137.0125\3079695.14ORT OF OAKLAND STORM WATER ORDINANCE 5 (f) Landscape Runoff

Non-Storm Water Discharge from landscaped areas shall not exceed incidental levels. Water leaving an intended use area is not incidental if it is part of the facility design, or if it is due to negligence, excessive application, or intentional overflow or application.

2.2 EXCEPTIONS.

(a) Authorized Non-Storm Water Discharge.

Except when specifically determined to be a significant source of pollutants to Receiving Waters, Non-Storm Water Discharges from the following activities are exempt from the prohibitions in Section 2.1 above when Pollutant discharges are identified and managed with effective control measures to minimize adverse impacts to Receiving Waters:

1. potable water line flushing and other discharges from potable water sources;

2. incidental runoff from landscaped areas;

3. diverted stream flows;

4. springs, rising groundwater; uncontaminated groundwater infiltration to the Port Storm Drains, and uncontaminated pumped groundwater;

5. uncontaminated foundation and footing drains;

6. uncontaminated water from crawl space pumps;

7. air conditioning condensation;

8. individual residential car washing;

9. flows from riparian habitats and wetlands;

10. dechlorinated swimming pool discharges; and

11. flows from fire-fighting.

(b) Permitted Discharge.

Discharges regulated under an NPDES Permit, discharge exemption or waiver issued by a Governmental Authority to the Person discharging, are exempt from the prohibitions in Section 2.1 above, provided that the Person is in full compliance with all requirements of such permit and other applicable requirements of Storm Water Laws or Governmental Authorities.

Discharges specified in writing by the Director, RWQCB or SWRCB as necessary to protect public health and safety are exempt from the prohibitions in Section 2.1 of this Ordinance.

P007137.0125\3079695.14ORT OF OAKLAND STORM WATER ORDINANCE 6 (d) Agency Exemption.

The Director may, with written concurrence of the RWQCB, exempt in writing other Non-Storm Water Discharges which are not a significant source of Pollutants to the Port Storm Drains or Receiving Waters.

ARTICLE 3. Regulations and Requirements

3.1 GENERAL REQUIREMENTS.

(a) Compliance with Laws and Permits.

1. All Persons shall comply with, and shall require such Person’s Representatives to comply with, all applicable requirements of Storm Water Laws, including specifically, prohibitions, limitations and requirements applicable to discharges from Port Storm Drains conveying Storm Water discharge from such Person’s activities, facility or property to Receiving Waters.

2. Persons subject to Storm Water Permit requirements shall apply or register for, implement and comply with such Storm Water Permit(s). Evidence of coverage by a Storm Water Permit shall be provided to the Port in a form acceptable to the Director, at the commencement of coverage and promptly upon request. Evidence of such coverage may be required prior to, or as a condition of, any Port permit, lease or other Port authorization. Notice of Storm Water Permit termination shall be provided to the Port promptly following termination of coverage.

3. All Persons shall cooperate with the Port in protecting water quality, including, without limitation, developing, implementing, operating, maintaining, monitoring and improving BMPs; investigating the source of Pollutants and Illicit Discharges; monitoring water quality; and responding to and correcting any alleged noncompliance with Storm Water Laws.

(b) Best Management Practices.

1. BMPs Required.

Any Person who engages in activities in the Port Area or who owns or occupies property that discharges to Port Storm Drains, shall implement BMPs to reduce, and where possible prevent, Pollutants and Non-Storm Water Discharge from entering the Port Storm Drains or Receiving Waters. At a minimum, such Person shall:

(i) Implement and maintain BMPs appropriate to the activities, operations, facilities and potential Pollutants;

(ii) Operate and maintain existing structures, equipment and vehicles to prevent the release of Pollutants from such structures, equipment and vehicles to Storm Water or Receiving Waters;

(iii) Immediately clean up spills and take all reasonable steps to prevent accidental discharge of Pollutants or Non-Storm Water Discharge into the Port Storm Drains or any Receiving Waters;

(iv) Maintain owned or occupied property so as to prevent erosion of soils;

P007137.0125\3079695.14ORT OF OAKLAND STORM WATER ORDINANCE 7 (v) Keep and maintain owned or occupied property reasonably free of trash, litter, debris, waste or other materials that may cause Pollution in any Receiving Waters; and

(vi) Regularly remove trash and debris from open drainage channels within or running along the boundary of the Premises, facility or area of activity, as applicable.

2. BMP Standards.

The Director may adopt requirements, criteria, performance standards, guidance or recommendations for BMPs for any type of activity, operation, or facility. The requirements promulgated by Governmental Authorities shall otherwise apply as appropriate.

1. Design.

Structural BMPs, including Storm Water Facilities, shall be selected or designed for performance, with appropriate consideration of maintenance needs and costs, the likelihood of failure, vector control and any other factors as may be specified by the Director. Storm Water Facilities shall be designed to meet the more stringent flow, volume and design storm criteria specified by applicable Storm Water Laws.

2. Operation and Maintenance.

Structural BMPs shall be operated and maintained to ensure they continue to function effectively. The Director may establish operation and maintenance requirements for structural BMPs on a general, categorical or case-by-case basis. Operation and maintenance requirements may encompass operation, cleaning, repair, testing, monitoring, periodic inspection and maintenance. The Director may require preparation and implementation of an operation and maintenance plan, and, upon written request, delivery of records documenting operation and maintenance. Failure to perform or report on operation and maintenance as specified shall constitute a violation of, and be subject to penalties provided by, this Ordinance.

(d) Easements.

The Director may require an easement or other consent for access to inspect or maintain Storm Water Facilities as a condition of approval for development or construction.

3.2 ELIMINATION OF ILLICIT DISCHARGES AND CONNECTIONS.

(a) The Director may require, by written notice, that a Person responsible for an Illicit Discharge immediately, or by a specified date, discontinue the Illicit Discharge and, if necessary, take measures to eliminate the source of the Illicit Discharge to prevent the occurrence of future Illicit Discharges.

(b) Illicit Connections shall be eliminated or expressly authorized by the Director within six (6) months following notification by the Director to the Person owning or occupying property, regardless of whether or not the connection or discharges to it had been established or approved prior to the Effective Date of this Ordinance. The Director may, in his or her discretion and with conditions as appropriate, extend the six (6) month deadline.

(c) If, subsequent to eliminating a connection found to be in violation of this Ordinance, the responsible Person can demonstrate that an Illicit Discharge will no longer occur, said Person may request the Director’s approval to reconnect. The reconnection or reinstallation of the connection shall be at the responsible Person’s expense.

P007137.0125\3079695.14ORT OF OAKLAND STORM WATER ORDINANCE 8 3.3 CONTROL OF POLLUTANTS DURING CONSTRUCTION.

(a) Generally.

Construction Activity at all sites where soil is disturbed shall be managed to minimize and where possible prevent erosion, sedimentation, Non-Storm Water Discharge and release of Pollutants into site runoff. Construction Activity shall be performed in compliance with all applicable Storm Water Permits, including any Port conditions and requirements. The Director may establish general or specific requirements for Construction Activity, and may include conditions with project approval. When two or more requirements are inconsistent, the requirement more protective of water quality shall apply.

(b) Notice.

Except as otherwise required by the Director, any Person who intends to undertake Construction Activity within the Port Area shall notify the Port no less than twenty (20) calendar days prior to commencement of such Construction Activity. Such Persons shall fully cooperate with the Port in the Director’s inspection of such Person’s Premises and Construction Activity under Section 4.1.

Port tenants undertaking Construction Activity on Port Property shall be solely responsible for applying or registering for, implementing and complying with, any applicable Storm Water Permit.

(d) As-built Plans.

Within sixty (60) calendar days of completion of any Construction Activity, or such period as may be extended in the Director’s discretion, the project proponent shall submit to the Port as-built plans showing the storm drain system, Storm Water Facilities, underground utilities, major structures or any other features as requested by the Director. Except as otherwise reasonably determined by the Director in his/her discretion, the failure of a construction project to conform to plans approved by the Director relating to Storm Water Facilities, shall be a violation of this Ordinance.

3.4 PROJECT DESIGN TO CONTROL POLLUTANTS AFTER CONSTRUCTION.

(a) Post-Construction Storm Water Controls Required.

Development and redevelopment projects, except interior remodeling projects with no exterior work, shall incorporate appropriate Post-Construction Storm Water Controls as required by Storm Water Permits, unless waived.

(b) Scope of Requirements.

Site-specific Post-Construction Storm Water Controls shall be established through processes of project approval or building permit issuance by the Port under Section 708 of the Charter of the City, or the City if so directed by the Port. The Director may condition project approval and building permit issuance on implementation of specified Post-Construction Storm Water Controls, including, but not limited to, specified site design measures, Storm Water Facilities, LID design standards, an alternative management program, and acceptance of, or arrangement for, responsibility for long-term operation and maintenance of such Post- Construction Storm Water Controls. Post-Construction Storm Water Control requirements may by waived in the discretion of the Director or the Board of Port Commissioners as appropriate, as authorized by Storm Water Permits or the RWQCB. Project approval on private property may be conditioned on recordation of an easement for access to Storm Water Facilities in accordance with Section 3.1(d). Storm Water Facilities shall be constructed, reconstructed, installed or retrofitted in accordance with Port-approved plans and must

P007137.0125\3079695.14ORT OF OAKLAND STORM WATER ORDINANCE 9 be inspected and approved in writing by the Director before such Storm Water Facilities may be connected to Port Storm Drains.

Storm Water Facilities shall be operated and maintained to ensure effective performance over the reasonable life of the Storm Water Facility. Operation and maintenance may include operation, cleaning, repair, testing, monitoring, maintenance, inspection and reporting. Except as otherwise established by agreement with the Port, operation and maintenance of Storm Water Facilities on Port-owned property, including the costs thereof, shall be the responsibility of the property occupant in accordance with a plan prepared or requested by, and acceptable to, the Port. Responsibility for operation and maintenance on non-Port-owned property shall ultimately be with the property owner.

The Director may require revision to any operation and maintenance plan when Storm Water Facilities fail to perform as designed or expected. The Person responsible for operation and maintenance shall annually report all such operation and maintenance activities to the Port each July 1, and at such other times as the Director may reasonably request. If the Person fails to adequately maintain Storm Water Facilities to perform effectively as designed, the Port may, but is not obligated to, undertake the necessary work to improve performance and the Person shall reimburse the Port for all associated costs and pay penalties to the Port as provided by this Ordinance. The Person shall be responsible for its proportionate share of the construction costs, and operation and maintenance costs, of any Storm Water Facilities installed to treat combined Storm Water from the Premises and other properties.

3.5 STORM WATER PROTECTION PLAN.

Any Person who engages in activities in the Port Area, or who owns or occupies property that discharges to Port Storm Drains, and such activity or property has the potential to contribute Pollutants to Storm Water, shall, upon direction by the Director in the Director’s discretion, prepare and submit to the Director a storm water protection plan for such activity or property. Failure to implement such plan shall constitute a violation of this Ordinance.

3.6 NOTIFICATION OF SPILLS AND POLLUTANT RELEASES.

Notwithstanding other requirements of Law, as soon as any Person has information of any known or suspected release of any material which has resulted or may result in a significant quantity of Pollutants or Non-Storm Water Discharge entering into Storm Water, the Port Storm Drains, or Receiving Waters from such facility or operation, such Person shall take all necessary steps to ensure the, containment, abatement and cleanup of such release. In the event of a release of a Hazardous Material, such Person shall immediately notify the Director by phone, and make all other legally required notifications. Except as otherwise required by the Director, in the event of a release of a Pollutant that is not a Hazardous Material, such Person shall notify the Director in person or by phone as soon as practicable, but no later than three (3) calendar days after the release. Notifications in person or by phone shall be confirmed by written notice mailed or e-mailed to the Director within five (5) calendar days of the release. If the discharge of a Pollutant emanates from a commercial or industrial establishment, the owner or operator of such establishment shall also retain an on-site written record of the discharge and the actions taken to prevent its recurrence. Such records shall be retained for no less than five (5) years.

P007137.0125\3079695.14ORT OF OAKLAND STORM WATER ORDINANCE 10 ARTICLE 4. Inspection and Monitoring

4.1 INSPECTIONS.

(a) Port Inspections.

Whenever necessary to make an inspection to assess or enforce compliance with this Ordinance, or whenever the Director reasonably believes a condition exists or potentially exists on a Premises which constitutes a violation of this Ordinance or Storm Water Laws, or poses a threat to water quality, the Director may enter such Premises at all reasonable times, upon reasonable notice, to inspect such Premises, review or copy records related to Storm Water or perform any duty imposed by this Ordinance. The Director may seek assistance from any court of competent jurisdiction in obtaining such entry, as appropriate.

(b) Imminent Threat.

The Director shall be permitted to immediately enter any Premises and inspect, monitor, sample, and undertake other necessary actions when, in the Director’s opinion, there exists an immediate threat to the health, safety or welfare of the public.

Any Person who engages in activities in the Port Area or who owns or occupies property that discharges to Port Storm Drains, shall retain for a period no less than five (5) years and provide to the Port upon request, documents and information related to Storm Water, including, but not limited to, plans, records, logs, data, reports, permit registration or termination documents, industrial classification code, or notices or correspondence to or from the RWQCB, the SWRCB or the Port.

4.2 MONITORING.

(a) Observations and Sampling.

During any inspection as provided herein, the Director may photographically record site observations and take samples and perform any testing deemed necessary to investigate or document site conditions, or otherwise support the site inspection or investigation.

(b) Long Term Monitoring.

The Port shall have the right to establish on any Premises, such devices deemed, in the Director’s discretion, reasonably necessary and appropriate for monitoring of Storm Water over an extended period. The Port shall minimize interference with the operations and facilities of the occupant in the use and maintenance of such devices. If such devices monitor Storm Water discharges from the Premises, the Director shall, upon request, provide the results of such monitoring to the property owner or occupant.

The Director may require, in his or her sole discretion upon written notice, any Person who engages in activities in the Port Area or who owns or occupies Premises that discharge to Port Storm Drains and such activities or Premises have the potential to contribute Pollutants to Storm Water, to collect and analyze Storm Water for specified Pollutants at said Person’s expense, and furnish the results to the Port.

P007137.0125\3079695.14ORT OF OAKLAND STORM WATER ORDINANCE 11 ARTICLE 5. Enforcement

5.1 VIOLATIONS.

(a) Acts in Violation of this Ordinance.

It shall be a violation of this Ordinance for any Person to:

1. Fail to comply with any provision of this Ordinance;

2. Conceal a violation of this Ordinance;

3. Fail to timely comply with a directive of the Director issued pursuant to this Ordinance;

4. Fail to comply with conditions of approval for construction projects; or

5. Cause or permit any discharge to the Port Storm Drains or Receiving Waters that constitutes a nuisance, causes or contributes to a violation of applicable Storm Water Laws, including any such prohibitions, limitations, and requirements applicable to discharges from Port Storm Drains conveying Storm Water discharge from such Person’s activities, Premises or facility to Receiving Waters.

(b) Separate Violations.

A separate violation shall be deemed committed on each day during or on which a violation occurs or continues. A person who violates any provision of this Ordinance may also be in violation of Storm Water Laws and may be separately subject to the additional sanctions of such Laws including civil and criminal penalties.

5.2 ENFORCEMENT ACTIONS.

Whenever the Director finds or has reason to believe that a violation of this Ordinance has occurred or is occurring, the Director may take all appropriate action and pursue all available legal remedies to enforce this Ordinance, including, but not limited to, the following:

(a) Notice of Violation (“NOV”).

The Director may issue a written NOV describing the violation, requiring action, specifying the time period or deadline for such action, and notifying the alleged violator of his or her right to protest the order as provided in Section 5.5 of this Ordinance. The written NOV may, at the Director’s discretion, include one or more of the following:

1. An order to abate a nuisance or correct a violation, including immediate action to clean up any spill or abate any violation that poses an immediate threat to public health, safety or the environment. The Director may require abatement of uncontrolled sources of Pollutants within thirty (30) calendar days of notification if such Pollutants could pose an environmental threat. The Director may, as appropriate, require a spill, discharge or Pollutant release cleaned up and abated within seventy-two (72) hours of notification. An order to abate and/or clean up shall set forth a deadline for completion, and shall further advise that, should the violator fail to abate or clean up by the established deadline, the work will be done by the Port or a contractor designated by the Director and the expense thereof shall be charged to the violator pursuant to ARTICLE 5;

P007137.0125\3079695.14ORT OF OAKLAND STORM WATER ORDINANCE 12 2. An order to construct, implement, operate, repair, maintain and/or replace source control or treatment BMPs;

3. An order to cease and desist specified discharges, practices, activities or operations within a specified time frame if Pollutant sources or activities are not abated;

4. An order to investigate and/or eliminate Illicit Discharges or Illicit Connections;

5. An order to inspect and/or monitor. Monitoring may include sampling and analysis;

6. An order to prepare and/or submit documents or reports;

7. An order to reimburse costs, including administrative, abatement, remediation, sampling and analysis, legal and staff time costs; or

8. An order to undertake any other action to eliminate a violation.

(b) Inspections.

The Port may perform inspections to confirm a Person has addressed an NOV to the Director’s satisfaction.

The Director may issue a written NOP describing the violation and ordering the recipient to pay, within a specified period of time, a penalty as provided in Section 5.4 of this Ordinance. The NOP must notify the violator of his or her right to protest the penalty as provided in Section 5.5 of this Ordinance.

(d) Extension of Time.

If an extension of time is required to clean up or abate a spill, discharge or Pollutant release, or take other action directed in an NOV or NOP, the Director may establish a new time frame and notify appropriate Governmental Authorities of such revised timeframe as may be required by Storm Water Laws.

(e) Legal Action.

Whenever any condition is caused or permitted to exist in violation of any of the provisions of this Ordinance that the Director determines is a threat to public health, safety, or the environment, and declares to be a nuisance, the Director may, in addition to the enforcement processes and penalties herein provided, commence legal actions and/or equitable proceedings in a court of competent jurisdiction to abate, enjoin, or otherwise compel the cessation of such nuisance or abatement of the nuisance at the violator’s expense. If the Port prevails in such action and/or proceeding, it shall be entitled to recover costs, attorneys’ fees, and costs of Port attorneys and staff in addition to any taxes, fees, assessments, penalties and interest.

(f) Written Enforcement Notices.

Any written notice provided under this Section 5.2 shall be served personally by hand delivery, certified mail or email to the owner or occupant of the Premises where the violation occurred, or to the Person believed responsible for the violation, or both.

(g) Notice to State and Federal Authorities.

Notwithstanding any other provision of this Ordinance, the Director may report known or suspected violations of Storm Water Laws, to Governmental Authorities.

P007137.0125\3079695.14ORT OF OAKLAND STORM WATER ORDINANCE 13 5.3 ABATEMENT BY THE PORT.

(a) Failure to Abate.

If a nuisance has not been abated as required by the NOV, or if a spill or release has not been abated or cleaned up as required by the NOV, the Port may enter upon the subject Premises and abate and/or clean up the nuisance or spill at the expense of the Port and the Port may recover the amount or such expense, including the cost of inspection, enforcement and correction to the full extent permitted by Government Code Section 54988, as it may be amended from time to time.

(b) Emergency.

When, in the Director’s discretion, a condition exists which poses an immediate threat to the public health, safety or the environment, or an immediate threat of significant violation of Storm Water Laws affecting public health, safety or the environment, the Director may immediately enter the subject Premises and inspect or perform or cause to be performed work necessary to abate such danger or threat or to clean-up a release.

The costs of abatement or clean-up performed by the Port shall be fully reimbursed by the Premises owner, occupant and/or responsible Person as appropriate. Any relief obtained under this Section 5.3 shall not prevent the Port from seeking other and further relief authorized under this Ordinance, other applicable Laws or any agreement with the Port. Failure to reimburse the Port within a reasonable time shall constitute a violation of this Ordinance.

5.4 PENALTIES.

(a) Penalties.

In addition to all other costs, a Person who violates or fails to comply with a NOV or any provision of this Ordinance shall, upon written NOP as provided in Section 5.2(c) above, be subject to a penalty of up to and including Five Hundred Dollars ($500.00) per day for each violation, as such amount may be modified from time to time in the Charter of the City.

(b) Penalty Alternative.

In lieu of enforcement proceedings, penalties, and remedies authorized by this Ordinance, the Director may require alternative compensatory actions, including but not limited to, monitoring, installing Storm Water Facilities, storm drain stenciling, attendance at compliance workshops, shore cleanup, and other measures as appropriate in the Director’s discretion.

The Director may, in his/her discretion, revoke or modify Port authorizations, terminate a Person’s tenancy agreement or right of occupancy of Port Premises, or revoke or modify any license, authorization or other privilege conferred by the Port, for significant or chronic violation of Storm Water Laws.

P007137.0125\3079695.14ORT OF OAKLAND STORM WATER ORDINANCE 14 5.5 APPEAL.

(a) Filing a Protest.

Any Person named in an NOV or NOP may protest such order or penalty or attorneys’ fees and costs by sending by certified mail or hand delivering to the Director’s office a written request for review within twenty (20) calendar days of receipt of such NOV or NOP. Such Protest shall specify all reasons why the order or penalty or assessment of attorneys’ fees should be rescinded or modified.

(b) Review and Decision.

Within twenty (20) calendar days of receipt of a Protest, the Director shall send a written decision by certified mail to the Person filing such Protest. The Director’s decision shall be final, unless, within ten (10) calendar days of receipt of such decision, the Person requests in writing, by certified mail or hand delivery, that a hearing be held on the matter.

Within ten (10) calendar days of receiving a request for a hearing, the Director shall send a written notice of the date and time of a public hearing to the requesting Person. At any such hearing, the requesting Person may attend, give testimony, and present evidence. The issues addressed at the hearing shall be limited to those specifically raised in the hearing request. The hearing is an administrative process, not a criminal proceeding or a civil court of law proceeding. Costs of transcription of any testimony taken shall be borne by the Person requesting transcription. The Director may affirm, modify or reverse any aspect of the written notice under review. The Director shall issue a final decision within twenty (20) calendar days of the hearing.

(d) Liens.

Notwithstanding any other provision of this Ordinance to the contrary, the costs incurred by the Port in the abatement of a violation or nuisance may be placed against any privately owned and affected property as either a nuisance abatement lien or a special assessment lien pursuant to Government Code Section 38771, et seq., as amended from time-to-time or a lien pursuant to Government Code Section 54988 as amended from time-to-time. The Port may enforce a lien under this Ordinance in any manner permitted by Law, including filing a civil action to either foreclose on its liens or to obtain a money judgment or both, or pursuing non- judicial foreclosure. The Port may elect, upon thirty (30) calendar days written notice to all known and record owners of the privately owned and affected Premises, to convert any nuisance abatement lien authorized by this Ordinance to a special assessment lien, or vice versa. Costs recoverable under this Ordinance shall include those categories of costs and fees set forth in Civil Code Section 3496, regardless of the type of nuisance involved.

5.6 REMEDIES NOT EXCLUSIVE.

The remedies provided for in this Ordinance shall be cumulative and not exclusive of any other remedies and shall not preclude the Port from any other relief which otherwise is available.

P007137.0125\3079695.14ORT OF OAKLAND STORM WATER ORDINANCE 15 ARTICLE 6. Fees

6.1 FEES.

The Director may establish Fees to recover the reasonable costs of services and infrastructure provided by the Port for the management of Storm Water.

6.2 FEES IN LIEU.

The Director may establish a fee-in-lieu to apply when any requirement of this Ordinance is waived, reduced, extended, or otherwise suspended.

6.3 FAILURE TO PAY FEES A VIOLATION.

Failure to timely pay Fees shall be a separate violation of this Ordinance.

ARTICLE 7. Miscellaneous Provisions

7.1 WRITTEN NOTICE.

Except as otherwise provided in this Ordinance or by the Director, any written notice or request provided under this Ordinance may be delivered by hand delivery, mail or email.

7.2 CONFLICT OF LAW.

This Ordinance is not intended to interfere with, abrogate or annul any other ordinance, resolution rule, or regulation, statute, or other provision of Law. The requirements of this Ordinance establish minimum requirements, and if any provision of this Ordinance imposes restrictions different from those imposed by any other Port ordinance, resolution, rule, or regulation or other provision of Law, the provision that is more restrictive or imposes a higher protective standard for the Port, human health, safety or the environment shall take precedence.

7.3 LIABILITY OF PORT.

Persons subject to Storm Water Laws shall be solely responsible for compliance with such laws. The Director, including any Port official or employee, acting under authorization of this Ordinance, if acting in good faith and within the course and scope of his/her employment of the Port, shall not be liable for any damage that may accrue to Persons or Premises as the result of or by reason of any act or omission occurring in the good faith discharge of the duties of employment.

7.4 SEVERABILITY.

The provisions of this Ordinance are hereby declared to be severable. If any provision, clause, sentence, or paragraph of this Ordinance or the application thereof to any Person, establishment, or circumstances shall be held invalid, such invalidity shall not affect the other provisions or application of this Ordinance.

7.5 EFFECTIVE DATE.

This Ordinance shall be in full force and effect on April 1, 2015.

P007137.0125\3079695.14ORT OF OAKLAND STORM WATER ORDINANCE 16 7.6 RELATIONSHIP TO TARIFF 2-A.

The foregoing provisions shall supersede any provisions in Tariff No. 2-A that are in direct conflict with the storm water provisions of this Ordinance.

P007137.0125\3079695.14ORT OF OAKLAND STORM WATER ORDINANCE 17 P007137.0125\3079695.14ORT OF OAKLAND STORM WATER ORDINANCE 18 PORT ORDINANCE NO. 4319

ORDINANCE APPROVING A FIVE YEAR LICENSE AND CONCESSION AGREEMENT WITH NORCAL RENTAL GROUP, LLC, FOR THE PREMISES LOCATED AT 295 HEGENBERGER WAY, OAKLAND, CALIFORNIA.

WHEREAS, the Board of Port Commissioners of the City of Oakland (“Board”) has reviewed and evaluated the Agenda Report for Agenda Item 6.4, dated December 11, 2014 (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 2. The Board hereby approves the terms and conditions set forth in the Agenda Report for the License & Concession Agreement with Norcal Rental Group, LLC for a five-year term for the premises located at 295 Hegenberger Way, Oakland, California, at a rent of $1,408,620 over the five year term, subject to the abatement of the first two month’s rent and then at a rental rate of $22,000 per month thereafter, with a 3% increase in months 13, 25, 37, 49 and 61, as may be adjusted in the future, and hereby authorizes the Executive Director or his designee to approve and execute such License & Concession Agreement and such other agreements and such additional documents as may be necessary to consummate the transaction contemplated in the Agenda Report for and on behalf of the Board, subject to approval 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 90 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 3. 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 (Categorically Exemptions), and Port CEQA Guidelines Section 15301(p), which exempts the execution of 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.

Page 1 of 2 308413 Section 4. This ordinance is not evidence of and does not create or constitute (a) a contract(s), 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. Unless and until a separate written contract is duly executed on behalf of the Board as authorized by this ordinance, is signed as approved as to form and legality by the Port Attorney, and is delivered to other contracting party, there shall be no valid or effective change order.

Section 5. This ordinance shall be effective immediately upon adoption by the Board.

John T. Betterton Secretary of the Board

Page 2 of 2 308413 J. CHRISTOPHER LYTLE ALAN S. YEE Executive Director PORT OF OAKLAND President CESTRA BUTNER 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 MINUTES VICTOR UNO Commissioner Regular Meeting of the Board of Port Commissioners November 13, 2014 – 1:00 p.m. Board Room – 2nd Floor

ROLL CALL

President Yee called the Regular Meeting of the Board for November 13, 2014 to order at the hour of 1:06 p.m. and the following Commissioners were in attendance:

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

Commissioner Parker joined the meeting at 1:33 p.m.

1. CLOSED SESSION

President Yee convened the Board in Closed Session at the hour of 1:08 p.m. to hear the following Closed Session Items:

1.1 CONFERENCE WITH LEGAL COUNSEL – ANTICIPATED LITIGATION (Significant Exposure to Litigation Pursuant to Paragraph (2) of Subdivision (d) of California Government Code Section 54956.9): 1 Matter

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

Property: One Market Street, Oakland, CA Negotiating Parties: Oakland Waterfront Ballpark and Port of Oakland Agency Negotiator: Pamela Kershaw, Director of Commercial Real Estate Under Negotiation: Price and Terms of Tenancy

Property: Oak Street at Embarcadero, Oakland, CA Negotiating Parties: Backyard Oakland LLC and Port of Oakland Agency Negotiator: Pamela Kershaw, Director of Commercial Real Estate Under Negotiation: Price and Terms of Tenancy Property: Oakland Army Base Negotiating Parties: Prologis, LP; CCIG Oakland Global, LLC; Oakland Global Rail Enterprises, LLC and Port of Oakland Agency Negotiator: John Driscoll, Director of Maritime Under Negotiation: Price and Terms of Tenancy

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

Consultation with: Michael O’Brien Port Facilities Security Officer

1.4 CONFERENCE WITH LABOR NEGOTIATORS – (Pursuant to California Government Code Section 54957.6).

Unrepresented Unit H and M Employees:

2 ROLL CALL/OPEN SESSION

President Yee reconvened the Open Session of the Regular Meeting of the Board at 3:42 p.m. and the following Commissioners were in attendance:

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

SPECIAL OPEN FORUM

Red Wetherill addressed the Board in a Special Open Forum.

CLOSED SESSION REPORT

Port Attorney, Danny Wan, reported that the Board had taken no final actions in Closed Session.

2. CONSENT ITEMS

The Board Secretary introduced the Consent Items.

A Motion to approve the Consent Items (2.1 through 2.8) was made by Vice-President Butner and seconded by Commissioner Parker.

2.1 Resolution 14-131: Authorization to Execute a Cooperative Policing Agreement with the San Francisco Bay Area Rapid Transit District (BART) and the Alameda County Sheriff’s Office (ACSO) regarding the on-Airport portion of the BART Oakland Airport Extension (Aviation)

2.2 Resolution 14-132: Approval of a Letter Agreement with the San Francisco Bay Area Rapid Transit District (BART) to Extend AirBART Bus Shuttle Service (Aviation)

2.3 Resolution 14-133: Authorization to Execute a Letter of Agreement with the Transportation Security Administration (TSA) for Installation, Maintenance, and Operation of TSA Security Checkpoint Duress Alarms (Aviation)

2.4 Resolution 14-134: Building Permit Application: Landmark Aviation, Reconstruction of ramp pavement adjacent to Hangar 5, 8517 Earhart Road, Hangar 5 Apron (Engineering)

2.5 Resolution 14-135: Building Permit Application: Landmark Aviation, Installation of a new light pole, approximately 17 feet high, at the Gate 17 vehicle entrance near Hangar 9, 7683 Earhart Road, Gate 17 (at Hangar 9). (Engineering)

2.6 Ordinance 4308: 2nd Reading of An Ordinance Approving Amendment No. 1 To Space/Use Permit – Public Pay Telephone Concession With Jaroth, Inc. Doing Business As Pacific Telemanagement Services For Public Pay Telephone Concession Privileges At Oakland International Airport.

3 2.7 Ordinance 4309: 2nd Reading of An Ordinance Authorizing The Executive Director To Negotiate And Execute Amendments To The Current Existing Agreements And Other Related Documents With SSA Terminals, LLC And Its Affiliates For The Use And Occupancy Of The Berths 55-56 And Berths 57-59 Marine Terminals Related To Compensation, Term And Certain Equipment.

2.8 Minutes: Approval of the Minutes of the Regular Meetings of September 11, 2014, September 25, 2014, October 9, 2014 and October 23, 2014. (Board Secretary)

The Motion to approve the Consent Items (2.1 through 2.8) passed by the following votes: (7) Ayes: Commissioner Colbruno, Commissioner Head, Commissioner Parker, Commissioner Uno, 2nd Vice-President Hamlin, 1st Vice President Butner and President Yee. 3. MAJOR PROJECTS

The Director of Maritime, John Driscoll, introduced Items 3.1 and 3.2.

Mark Erickson, Senior Maritime Projects Administrator gave the Report on Item 3.2.

A Motion to approve Item 3.2 was made by Commissioner Uno, and seconded by Vice- President Hamlin.

3.2 Ordinance 4310: Amend and Extend Two Leases Between the City of Oakland and the Port for Parcels of Land at the Former Oakland Army Base through December 31, 2019 (Maritime)

The Motion to approve Item 3.2 passed by the following vote: (7) Ayes: Commissioner Colbruno, Commissioner Head, Commissioner Parker, Commissioner Uno, 2nd Vice- President Hamlin, 1st Vice President Butner and President Yee.

Item 3.3 was pulled on the recommendation of staff.

3.3 PULLED Resolution: Rail Terminal Operating Agreement with Oakland Global Rail Enterprise at the Former Oakland Army Base.

4. BUDGET & FINANCE

Chief Financial Officer, Sara Lee, introduced Item 4.1.

A Motion to approve Item 4.1 was made by Commissioner Uno, and seconded by Commissioner Parker.

4.1 Resolution 14-136: Authorization to Extend Macias Gini & O’Connell LLP Existing Contract for Professional Accounting and Auditing Services for One (1) Year

The Motion to approve Item 4.1 passed by the following vote: (7) Ayes: Commissioner Colbruno, Commissioner Head, Commissioner Parker, Commissioner Uno, 2nd Vice- President Hamlin, 1st Vice President Butner and President Yee.

4 5. STRATEGY & POLICY

The Director of the Social Responsibility Division, Amy Tharpe, introduced Item 5.1.

A Motion to approve Item 5.1 was made by Commissioner Head, and seconded by Vice- President Hamlin.

5.1 Resolution 14-137: Adoption of the Airport Concession Disadvantaged Business Enterprise Overall Three-Year Goal and Methodology Report for Federal Fiscal Years 2015-2017 for Non-Car Rental Concessions, to the Federal Aviation Administration, United States Department of Transportation (SRD)

The Motion to approve Item 5.1 passed by the following vote: (7) Ayes: Commissioner Colbruno, Commissioner Head, Commissioner Parker, Commissioner Uno, 2nd Vice- President Hamlin, 1st Vice President Butner and President Yee.

6. REMAINING ACTION ITEMS

Maritime Security Project Administrator, Eric Napralla, Introduced Item 6.1.

A Motion to approve Item 6.1 was made by Commissioner Colbruno, and seconded by Vice-President Butner.

6.1 Resolution 14-138 & 14-139: Acceptance of FY14 Department of Home land Security/Federal Emergency Management Agency Port Security Grant Program Funding and Authorization for the Executive Director to Implement the Approved Security Projects (Maritime)

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

Port Environmental Compliance Supervisor, Jeff Jones, introduced Item 6.2.

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

6.2 Ordinance 4311: An Ordinance Adopting and Rules and Regulations to Meet the Requirements of the Municipal General Permit for the Prevention of Pollution in Urban Runoff (Environmental)

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

The Director of Aviation, Deborah Ale Flint, introduced Items 6.3

5 A Motion to approve Item 6.3 was made by Commissioner Colbruno, and seconded by Vice-President Butner.

6.3 Resolution 14-140: Budget Approval and Other Authorizations to Perform the Air Cargo AOA Security Fencing Project at the M 106/M 112 Buildings, South Field, OAK (Aviation)

The Motion to approve Item 6.3 passed by the following vote: (7) Ayes: Commissioner Colbruno, Commissioner Head, Commissioner Parker, Commissioner Uno, 2nd Vice- President Hamlin, 1st Vice President Butner and President Yee.

Vice-President Butner recused himself on Item 6.4. due to potential financial interests. He did not take part in the discussion or decision on the Item and was not in the room when it was discussed.

The Director of Aviation, Deborah Ale Flint, introduced Items 6.4, 6.5 and 6.6.

A Motion to approve Items 6.4, 6.5 and 6.6 was made by Vice-President Hamlin, and seconded by Commissioner Parker.

6.4 Ordinance 4312: Adoption of a Resolution Ordinance to Approve Amendment No. 1 to the Space/Use Permit with Host International, Inc. to Remove Certain Premises from the Assigned Space, and to Incorporate the Provisions of the Triparte Settlement Agreement, as Approved by Resolution No. 14-84 (Aviation)

6.5 Ordinance4313: First Reading of an Ordinance Approving a Space/Use Permit for Non- exclusive Retail and Duty Free Concession Privileges with World Duty Free Group North America, and Delegation of Authority to the Executive Director to Approve Modifications to Midterm Refurbishment Requirement. (Aviation)

6.6 Ordinanc 4314: Adoption of a Resolution Ordinance to Approve Amendments to the Space/Use Permits of Andale Management Group, Inc.; Gotham Foods Two LLC; Silver Dragon Café LLC; Taste, Inc.; and, Youth Employment Partnership, to Modify Certain Economic Terms, including Space Rental Rates and Premises for Concession Storage Space. (Aviation)

The Motion to approve Items 6.4, 6.5 and 6.6 passed by the following votes: (6) Ayes: Commissioner Colbruno, Commissioner Head, Commissioner Parker, Commissioner Uno, 2nd Vice-President Hamlin, and President Yee; (1) Recused: 1st Vice President Butner.

The Director of Aviation, Deborah Ale Flint, introduced Item 6.7.

A Motion to approve Items 6.7 was made by Commissioner Colbruno, and seconded by Vice-President Butner.

6.7 Resolution 14-141: Authorization to Execute a Second Supplemental Agreement with ABC Security Services, Inc. to Extend Airport Contract Security Guard Services Agreement (Aviation)

6 The Motion to approve Item 6.7 passed by the following vote: (7) Ayes: Commissioner Colbruno, Commissioner Head, Commissioner Parker, Commissioner Uno, 2nd Vice- President Hamlin, 1st Vice President Butner and President Yee.

The Chief Financial Officer, Sara Lee, introduced item 6.8. A Motion to approve Items 6.8 was made by Vice-President Hamlin, and seconded by Commissioner Uno.

6.8 Resolution 14-142: Authorization to Establish for Fiscal Year 2014-15 Contract Purchase Agreements with Selected Suppliers that are Anticipated to Exceed $50,000 in Aggregate Purchases, and Related Actions (Finance & Admin)

The Motion to approve Item 6.8 passed by the following vote: (7) Ayes: Commissioner Colbruno, Commissioner Head, Commissioner Parker, Commissioner Uno, 2nd Vice- President Hamlin, 1st Vice President Butner and President Yee.

7. UPDATES/ANNOUNCEMENTS

Maritime Director, John Driscoll, introduced a new member of the Maritime Staff, Beth Frisher, Maritime Business development Manager. Ms. Frisher addressed the Board.

8. SCHEDULING

John Betterton, Secretary of the Board, introduced Item 8.1.

A Motion to approve Items 8.1 was made by Vice-President Hamlin, and seconded by Commissioner Parker.

8.1 Resolution 14-143: Resolution Adopting A Schedule For Regular Meetings Of The Board Of Port Commissioners For The Calendar Year 2015 (Board)

The Motion to approve Item 8.1 passed by the following vote: (7) Ayes: Commissioner Colbruno, Commissioner Head, Commissioner Parker, Commissioner Uno, 2nd Vice- President Hamlin, 1st Vice President Butner and President Yee.

7 OPEN FORUM

There were no speakers in Open Forum.

8 ADJOURNMENT

There being no additional business the Board adjourned at 5:01 p.m.

______John Betterton, Secretary Date Board of Port Commissioners

9 J. CHRISTOPHER LYTLE ALAN S. YEE Executive Director PORT OF OAKLAND President CESTRA BUTNER 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 AGENDA VICTOR UNO Commissioner

Regular Meeting of the Board of Port Commissioners December 11, 2014 – 1:00 p.m. Board Room – 2nd Floor

ROLL CALL

President Yee called the Regular Meeting of the Board for December 11, 2014 to order at the hour of 1:04 p.m. and the following Commissioners were in attendance:

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

1st Vice President Butner arrived at the meeting at 1:28.

1. CLOSED SESSION

President Yee convened the Board in Closed Session at the hour of 1:07 p.m. to hear the following Closed Session Items:

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

1.2 THREATE TO PUBLIC SERVICES OR FACILITIES – (Pursuant to California Government Code Section 54957)

Consultation with: Eric Napralla Acting Port Facilities Security Officer

Commissioner Head left the Closed Session at 4:00 pm.

1.3 CONFERENCE WITH LABOR NEGOTIATORS – (Pursuant to California Government Code Section 54957.6).

Unrepresented Unit H and M Employees:

ROLL CALL/OPEN SESSION

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

Commissioner Uno was excused from the meeting at 4:11 pm.

Commissioner Head had not returned to the meeting when the roll was called.

CLOSED SESSION REPORT

Port Attorney, Danny Wan, reported that the Board had taken no final actions in Closed Session.

2. CONSENT ITEMS

The Assistant Board Secretary introduced the Consent Items.

A Motion to approve the Consent Items (2.1 through 2.6) was made by Commissioner

2 Colbruno and seconded by Vice-President Hamlin.

2.1 Resolution 14-144 & Ordinance 4315: Authorization to 1) Execute an Easement Relocation Agreement and 2) Conveyance of a Permanent Easement for the Relocation of the U.S. Navy’s Overhead Electrical Lines to a Joint Utility Trench as Part of the Redevelopment of the Former Oakland Army Base (Engineering/Maritime)

2.2 Ordinance 4316: Extension of Month-to-Month Space Assignment Agreements That Have Been in Effect for More than One Year as of December 11, 2014 (Maritime)

2.3 Resolution 14-15: Building Permit: Installation of New Gate Information Displays Monitors (GIDS), and new Electronic Backboard Displays (EBDS) at the Southwest gates in Terminal 2; 1 Airport Drive, Terminal 2 (M130) (Engineering)

2.4 Resolution 14-146: Authorization to Execute an Other Transaction Agreement (OTA) with the Transportation Security Administration (TSA) for the National Explosives Detection Canine Team Program (NEDCTP) (Aviation)

2.5 Ordinance 4310: 2nd Reading of An Ordinance Authorizing The Executive Director To Amend And Extend Two Leases Between The City Of Oakland And The Port For Parcels Of Land (By Berths 9 And Buildings 88/99 And 804) At The Former Oakland Army Base Through December 31, 2019.

2.6 Ordinance 4311: 2nd Reading of An Ordinance Approving And Adopting Rules And Regulations To Meet The Requirements Of The General Permit For Waste Discharge Requirements (“WDRS”) For Storm Water Discharges From Small Municipal Separate Storm Sewer Systems.

The Motion to approve the Consent Items (2.1 through 2.6) passed by the following votes: (5) Ayes: Commissioner Colbruno, Commissioner Parker, 2nd Vice-President Hamlin, 1st Vice President Butner and President Yee; (2) Excused: Commissioner Head and Commissioner Uno.

A Motion to approve the Consent Items (2.7 through 2.8) was made by Commissioner Colbruno and seconded by Vice-President Hamlin.

Vice-President Butner recused himself on Consent Items 2.7 through 2.9 due to potential financial interests. He did not take part in the discussion or decision on the Items.

2.7 Ordinance 4312: 2nd Reading of An Ordinance Approving The Terms And Conditions Of A First Amendment To The Space/Use Permit With Host International, Inc. To Remove Certain Premises From The Assigned Space, And To Incorporate The Provisions Of The Settlement Agreement As Approved By Resolution 14-84.

2.8 Ordinance 4313: 2nd Reading of An Ordinance Approving The Terms And Conditions Of A Space/Use Permit For Non-Exclusive Retail And Duty Free Concession Privileges For World Duty Free Group North America.

3 2.9 Ordinance 4314: 2nd Reading of An Ordinance Approving Amendments To Space/Use Permits With Andale Management Group, Inc., Gotham Foods Two LLC, Silver Dragon Café LLC; Taste, Inc. And Youth Employment Partnership To Modify Certain Economic Terms.

The Motion to approve the Consent Items (2.7 through 2.9) passed by the following votes: (4) Ayes: Commissioner Colbruno, Commissioner Parker, 2nd Vice-President Hamlin, and President Yee (2) Excused: Commissioner Head and Commissioner Uno; (1) Recused: 1st Vice President Butner.

2.10 Report: Quarterly Report of Construction Change Orders for 1st Quarter FY 14/15 (Engineering)

3. MAJOR PROJECTS

There were no Major Projects to discuss.

4. BUDGET & FINANCE

The Chief Financial Officer, Sara Lee, introduced item 4.1.

4.1 Report: Unaudited Financials for 3 months ended September 30, 2014 including Capital Expenditure Report

5. STRATEGY & POLICY

Commissioner Head rejoined the meeting at 4:37 pm.

Port Attorney, Danny Wan, presented Item 5.1.

A Motion to approve Items 5.1 was made by Vice-President Butner, and seconded by Commissioner Parker.

5.1 Ordinance 4317: Ordinance Amending By-Laws and Administrative Rules of the Board of Port Commissioners and Repealing Ordinance No. 4164 (Legal)

The Motion to approve Item 5.1 passed by the following votes: (6) Ayes: Commissioner Colbruno, Commissioner Head, Commissioner Parker, 2nd Vice-President Hamlin, 1st Vice President Butner and President Yee; (1) Excused: and Commissioner Uno.

The Manager of Governmental Affairs, Matt Davis, presented the Report on Item 5.2.

5.2 Report: Update on Port Priority Projects for Funding Consideration by the Alameda County Transportation Commission, as Authorized by the Passage of Alameda County Measure BB (Government Affairs)

The Chief Financial Officer, Sara Lee, introduced item 6.3.

4 5.3 Report: Review Proposed Provisions of a New Purchasing Ordinance to Replace Existing Port Ordinance 1606 (Finance & Admin)

6. REMAINING ACTION ITEMS

Maritime Director, John Driscoll, introduced Items 6.1 and 6.2.

A Motion to approve Items 6.1 was made by Commissioner Head, and seconded by Vice-President Butner.

6.1 Ordinance 4318: Authorization to Amend Ben E. Nutter Terminal Lease Agreement to Accurately Reflect Premises and Billing Practices (Maritime)

The Motion to approve Item 6.1 passed by the following votes: (6) Ayes: Commissioner Colbruno, Commissioner Head, Commissioner Parker, 2nd Vice-President Hamlin, 1st Vice President Butner and President Yee; (1) Excused: and Commissioner Uno.

A Motion to approve Items 6.2 was made by Commissioner Colbruno, and seconded by Vice-President Hamlin.

6.2 Resolution 14-147: Re-Program Port Security Grant Round 13 Funding to Staff a Port Security Management System (Maritime)

The Motion to approve Item 6.2 passed by the following votes: (6) Ayes: Commissioner Colbruno, Commissioner Head, Commissioner Parker, 2nd Vice-President Hamlin, 1st Vice President Butner and President Yee; (1) Excused: and Commissioner Uno.

The Director of Aviation, Deborah Ale Flint, introduced Item 6.3.

A Motion to approve Items 6.3 was made by Commissioner Head, and seconded by Commissioner Parker.

6.3 Resolution 14-148: Approval of Budget and Authorization for the Executive Director to Implement 12 New Common Use Self Service Kiosks and Provide 5 Years of 2nd Level Support and Software Upgrades at Oakland International Airport (Aviation)

The Motion to approve Item 6.3 passed by the following votes: (6) Ayes: Commissioner Colbruno, Commissioner Head, Commissioner Parker, 2nd Vice-President Hamlin, 1st Vice President Butner and President Yee; (1) Excused: and Commissioner Uno.

The Director of Commercial Real Estate, Pamela Kershaw, introduced Items 6.4 and 6.5.

A Motion to approve Items 6.4 was made by Commissioner Parker, and seconded by Vice-President Hamlin.

6.4 Ordinance 4319: Approval of a License and Concession Agreement with Norcal Rental Group, LLC for a 62 Month Term for the Premises Located at 295 Hegenberger Way (CRE)

5 The Motion to approve Item 6.4 passed by the following votes: (6) Ayes: Commissioner Colbruno, Commissioner Head, Commissioner Parker, 2nd Vice-President Hamlin, 1st Vice President Butner and President Yee; (1) Excused: and Commissioner Uno.

A Motion to approve Items 6.5 was made by Commissioner Colbruno, and seconded by Vice-President Hamlin.

6.5 Resolution 14-149: Approval of an Exclusive Negotiating Agreement with the Backyard LLC for Property Located at Oak Street and Embarcadero Road (CRE)

The Motion to approve Item 6.5 passed by the following votes: (6) Ayes: Commissioner Colbruno, Commissioner Head, Commissioner Parker, 2nd Vice-President Hamlin, 1st Vice President Butner and President Yee; (1) Excused: and Commissioner Uno.

7. UPDATES/ANNOUNCEMENTS

President Yee reported on the Christmas tree Lighting in Jack London Square.

Mike Zampa, Director of Communications, showed a short film on the Oakland Cranes.

8. SCHEDULING

The Director of Environmental Programs & Planning, Richard Sinkoff, reported on Item 8.1.

A Motion to approve Items 8.1 was made by Vice-President Butner, and seconded by Commissioner Head.

8.1 Resolution 14-149: Approval for the Executive Director, or His Designee, to Conduct an Environmental Review Hearing for the Schnitzer Steel Industries, Inc. “Stormwater Improvement Project (Environmental)

In accordance with the “By-laws and Administrative Rules, Board of Port Commissioners (Article IX, Section 20)”, environmental review on projects on privately-owned property within the Port Area is subject to a public hearing by the Executive Director. However, the Board must first authorize the Executive Director to proceed with the environmental review hearing. Schnitzer Steel, a materials recycling and processing facility, is located on privately-owned property within the Port Area. Schnitzer Steel proposes to construct a “Stormwater Improvement Project”, which requires a Port development permit with an environmental determination prepared pursuant to the California Environmental Quality Act (CEQA). The Port of Oakland is the CEQA Lead Agency for this project.

Port staff requests that the Board authorize the Executive Director to notice and hold an Environmental Review Hearing to consider the Initial Study (IS) and adopt a Negative Declaration (ND) for the Schnitzer Steel Industries (Schnitzer) “Stormwater Improvement Project”. The draft ND and Initial Study can be found on the Port's web site: http://www.portofoakland.com/environment/publications.aspx.

6 The Motion to approve Item 8.1 passed by the following votes: (6) Ayes: Commissioner Colbruno, Commissioner Head, Commissioner Parker, 2nd Vice-President Hamlin, 1st Vice President Butner and President Yee; (1) Excused: and Commissioner Uno.

OPEN FORUM

Adrianna Carranza addressed the Board in Open Forum.

ADJOURNMENT

On a request by Commissioner Parker, a Moment of Silence was observed for Mike Brown, Violence plaguing the U.S. and Due Process.

On a request by Commissioner Colbruno, the Meeting was adjourned in the memory of Jack Byrd.

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

______Daria Edgerly, Assistant Secretary Date Board of Port Commissioners

7 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.

8 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.

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

BUDGET & FINANCE This segment of the meeting is reserved for action or discussion regarding the status of Budget and Finance issues. Four Months Ending October 31, 2014 Financial Highlights Unaudited Results

Board of Port Commissioners Meeting January 15, 2015 Unaudited, Preliminary Numbers – Subject to Change

The information contained in this presentation is disclosed publicly for general information relating to the Port only. The information and figures herein include projections and forecasts that are based upon certain assumptions and involve known and unknown risks, uncertainties, and other factors that may cause actual results, performance or achievements to differ materially from those expressed or implied by such projections and forecasts. The information and figures herein are subject to change without notice after the date thereof, and may differ from the information and figures contained in the Port’s final adopted budget. The overall cost of the Port’s capital projects is subject to change, and the variance from the cost estimates reflected herein could be material. The Port is not obligated to and does not plan to issue any updates or revisions to this presentation.

2 Unaudited, Preliminary Numbers – Subject to Change Activity Levels

Comparison to Comparison to Unaudited Oct 2013 Actual Oct 2014 Budget Oct 2014 Better/(Worse) Better/(Worse) Total Passengers 3,735,384 321,670 9.4% 263,002 7.6% Full TEUs 608,054 (13,664) (2.2%) (17,143) (2.7%) Total TEUs 822,024 11,490 1.4% n/a n/a

Total Passengers in 000s TEUs in 000s

2,300 14,000

12,000 2,100 10,000 1,900 8,000

6,000 1,700

4,000 1,500 Total TEUs 2,000 Full TEUs 0 1,300 20 04 20 05 20 06 20 07 20 08 20 09 20 10 20 11 20 12 20 13 20 14 20 15B 20 04 20 05 20 06 20 07 20 08 20 09 20 10 20 11 20 12 20 13 20 14 20 15B Full TEU Total TEU FY CAGR Total Growth FY CAGR Total Growth CAGR Total Growth 2004-2014 -3.3% -28.8% 2004-2014 2.7% 30.3% 2.2% 24.8% 2009-2014 -0.1% -0.3% 2009-2014 2.7% 14.1% 2.7% 14.2% 3 Unaudited, Preliminary Numbers – Subject to Change Operating Revenues ($000s)

Comparison to Comparison to Oct 2013 Actual Oct 2014 Budget Unaudited Better/(Worse) Better/(Worse) Oct 2014 $ % $ % Aviation 53,364 1,993 3.9 1,497 2.9 Maritime 48,427 (5,302) (9.9) 1,862 4.0 CRE 5,734 1,269 28.4 465 8.8 Utilities* 4,223 1,563 58.7 866 25.8 Total Operating Revenues 111,748 (477) (0.4) 4,690 4.4

* In the Port’s audited financial statements, Utility revenues are allocated to the Port’s 3 business lines.

4 Unaudited, Preliminary Numbers – Subject to Change Operating Revenues ($000s)

Portwide Operating Revenues Operating Revenues By Business Line $350,000 $160,000

$300,000 $140,000 $120,000 $250,000 $100,000 $200,000 $80,000 $150,000 Aviation $60,000 Maritime $100,000 CRE $40,000 $50,000 $20,000 $0 $0 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015B 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015B

CAGR Total Growth FY Aviation Maritime CRE Total Aviation Maritime CRE Total 2004-14 2.6% 4.4% 1.1% 3.3% 29.7% 53.3% 12.1% 38.9% 2009-14 3.8% 1.6% 1.7% 2.7% 20.6% 8.5% 8.7% 14.1%

5 Unaudited, Preliminary Numbers – Subject to Change Operating Expenses ($000s)

Comparison to Comparison to Oct 2013 Actual Oct 2014 Budget Unaudited Better / (Worse) Better / (Worse) Oct 2014 $ % $ %

Personnel Costs 31,889 (1,508) (5.0) 1,635 4.9 Contractual Services 20,010 (4,319) (27.5) 4,086 17.0 General & Administrative 4,444 97 2.1 2,927 39.7 Supplies 1,431 (107) (8.1) 19 1.3 Utilities Cost of Sales 2,309 (1,028) (80.2) (409) (21.5) Departmental Credits (3,318) (212) (6.0) (507) (13.3)

Total Operating Expenses excl. D&A 56,765 (7,076) (14.2) 7,751 12.0

Depreciation & Amortization 32,077 (73) (0.2) 1,863 5.5

Total Operating Expenses 88,842 (7,149) (8.8) 9,614 9.8

6 Unaudited, Preliminary Numbers – Subject to Change Operating Expenses ($000s)

$200,000

$180,000

$160,000

$140,000

$120,000

$100,000

$80,000

$60,000 Operating Expenses excl. D&A

$40,000 Personnel Services $20,000

$‐ 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015B

FTEs 6/30 723 641 651 629 649 573 448 437 451 456 458 472* * Includes vacancy factor of 25 FTEs

Operating Exp. excl. D&APersonnel Services FTE FY CAGR Total Growth CAGR Total Growth Total Growth 2004-2014 2.5% 27.8% 3.1% 35.5% -36.7% 2009-2014 0.1% 0.7% 1.8% 9.4% -17.6%

7 Unaudited, Preliminary Numbers – Subject to Change Operating Income ($000s) Comparison to Comparison to Oct 2013 Actual Oct 2014 Budget Unaudited Better/(Worse) Better/(Worse) Oct 2014 $ % $ % Operating Revenues 111,748 (477) (0.4) 4,690 4.4 Operating Expenses 88,841 (7,149) (8.8) 9,614 9.8 Operating Income 22,907 (7,626) (25.0) 14,304 166.3

$350,000

$300,000

$250,000

$200,000 Operating Revenues Operating Expenses $150,000 Operating Income

$100,000

$50,000

$0 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015B 8 Unaudited, Preliminary Numbers – Subject to Change Debt Service ($000s)

Budget Actual FY 2015 FY 2014 Debt Service Payments 102,775 99,276 Debt Service Coverage Ratio 1.31x 1.61x Outstanding Debt as of July 1 1,201,428 1,244,370

Debt Service and DSCR $120,000 2.2

$100,000 2.0

$80,000 1.8 DSCR x $60,000 1.6

$40,000 1.4

$20,000 1.2

$0 1.0 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015B

Debt Service Payments DSCR

9 Unaudited, Preliminary Numbers – Subject to Change Unrestricted Cash Balances ($000s) Comparison to Oct 2013 Unaudited Unaudited Better/(Worse) Oct 2014 Oct 2013 $ % General Fund* Debt Service Fund 12,347 14,623 (2,276) (15.6) Other 106,179 69,351 36,828 53.1 Total 118,526 83,974 34,552 41.1

Monthly Cash Receipts and Expenditures $90,000 $80,000 Cash Receipts $70,000 Cash Expenditures $60,000 $50,000 $40,000 $30,000 $20,000 $10,000 $0 Nov-12 Dec-12 Jan-13 Feb-13 Mar-13 Apr-13 May-13 Jun-13 Jul-13 Aug-13 Sep-13 Oct-13 Nov-13 Dec-13 Jan-14 Feb-14 Mar-14 Apr-14 May-14 Jun-14 Jul-14 Aug-14 Sep-14 Oct-14

* Used for committed construction contracts, semi-annual debt service payments, unfunded liabilities and day-to-day operating expenses; balance includes contractor retention and security deposits. 10 Unaudited, Preliminary Numbers – Subject to Change Restricted Cash Balances ($000s)

Oct 2013 Unaudited Unaudited Better/(Worse) Oct 2014 Oct 2013 $ % Board Reserves Operating Reserve 23,288 21,938 1,350 6.2 Capital Reserve 15,000 15,000 0 0.0 Bond Reserve 30,000 30,000 0 0.0 Total 68,288 66,938 1,350 2.0

Passenger Facility Charges 3,342 12,156 (8,813) (72.5)

Customer Facility Charges 5,874 4,343 1,531 35.3

Contractor Retention Held in Escrow 5,311 3,704 1,608 43.4

Trustee Held Bond Reserves 113,034 114,643 (1,609) (1.4)

Total 195,849 201,783 (5,934) (2.9)

Port of Oakland Revenue Actual vs. Budget Variance UNAUDITED Four Months Ended October 31, 2014 DRAFT

OPERATING REVENUE Port Operating Revenue = $111.7 million Variance to Budget ($) = $4.7 million (better) Variance to Budget (%) = 4.4% (better)

Aviation - $53.4 million Better than budget by $1.5 million or 2.9% . Higher parking revenue ($0.6 million) due to higher passenger traffic . Higher concessions revenue primarily from car rental agencies and restaurant/bar ($0.6 million) reflecting higher passenger traffic . Higher terminal rent ($0.2 million) . Higher land space rental ($0.1 million) . Higher aviation fueling ($0.1 million) . Higher tank farm fuel fees ($0.1 million) . Lower customs room use (-$0.2 million)

Maritime - $48.4 million Better than budget by $1.9 million or 4.0% . Higher truck parking ($0.8 million) . Higher space assignment (rental of non-marine/rail terminal property) revenue ($0.7 million) . Higher than budgeted activity at some marine terminals (timing of activity) ($0.3 million) . Higher rail terminal rent ($0.1 million)

Commercial Real Estate - $5.7 million Better than budget by $0.5 million or 8.8% . Primarily higher parking revenue and higher rents from warehouses, hotels, and offices

Utilities - $4.2 million Better than budget by $0.9 million or 25.8% . Higher shore power usage ($0.7 million) . Higher electricity revenues at maritime terminals ($0.2 million)

1 Port of Oakland Expense Actual vs. Budget Variance Four Months Ended October 31, 2014 UNAUDITED

EXPENSES by CATEGORY DRAFT Port Operating Expenses* = $56.8 million Variance to Budget ($) = $7.7 million (better) Variance to Budget (%) = 12.0% (better)

Personnel Services - $31.9 million Better than budget by $1.6 million or 4.9% . Open headcount savings ($0.7 million) - Various divisions . Lower professional development due to timing ($0.4 million) - Various divisions . Lower vacation/sick leave accrual ($0.4 million) - Non-departmental . Lower retiree medical expense ($0.4 million) - Non-departmental . Lower workers’ compensation expense ($0.1 million) - Non-departmental . Higher overtime and temporary help (-$0.4 million) - Aviation

Contractual Services - $20.0 million Better than budget by $4.1 million or 17.0% . Lower professional, consulting and legal service costs ($1.2 million) - Various divisions . Lower maintenance dredging expenses ($1.1 million) - Engineering . Lower maintenance and repair costs ($0.7 million) - Revenue divisions . Lower parking lot operations expense ($0.5 million) - Aviation, CRE . Lower security costs ($0.5 million) - Aviation, Maritime . Lower rental car shuttle bus operations ($0.2 million) - Aviation . Higher Alameda County Sheriff expense (-$0.1 million) - Aviation

Supplies - $1.4 million Better than budget by $19k or 1.3% . Lower safety, office, and painting supplies ($0.1 million) - Various . Higher electrical, mechanical, and janitorial supplies (-$0.1 million) - Aviation and Maritime

General and Administrative - $4.4 million Better than budget by $2.9 million or 39.7% . Lower legal contingency ($1.1 million) - Non-departmental . Lower pollution remediation ($1.0 million) - Non-departmental . Lower exhibits & displays, marketing, special events, promotional costs (net $0.4 million) - Various . Lower travel expense ($0.2 million) - Various . Lower insurance claims, auto insurance, telecom/data services, bank charges, and metered postage ($0.2 million) - Non-departmental . Higher cost recovery from City of Oakland for utilities maintenance at OAB ($0.2 million) - Maritime . Higher truck parking expense (-$0.2 million) - Maritime

Utilities Cost of Sales - $2.3 million Worse than budget by $0.4 million or -21.5% . Primarily higher shore power electricity costs (-$0.4 million)

Departmental Credits - ($3.3) million Worse than budget by $0.5 million or -13.3% due to lower than anticipated capital expenditures ______* Excludes depreciation & amortization General Notes: . “Revenue divisions” are collectively Aviation, Maritime, Commercial Real Estate (CRE) . Where applicable, primary source of variance by division is noted after each item. . In general, the Port’s annual budget is seasonally adjusted. However, certain line items that cannot be seasonally adjusted with any level of predictability (e.g. legal contingency) and are simply allocated equally over 12 months.

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

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. BOARD MTG. DATE: 1/15/15

AGENDA REPORT

First Reading of an Ordinance to Approve a Space/Use Permit with ARINC Incorporated at the Oakland International Airport (Aviation)

AMOUNT $250.00 per month CAPITAL OPERATING NON-OPERATING REVENUE EXPENDITURE EXPENSE EXPENSE

PARTIES INVOLVED ARINC Incorporated, Annapolis, Maryland John Belcher, Chairman and CEO SUBMITTED BY Deborah Ale Flint, Director of Aviation

APPROVED BY J. Christopher Lytle, Executive Director

REQUESTED ACTION ORDINANCE

EXECUTIVE SUMMARY

This action would adopt an ordinance to approve the terms and conditions of, and authorize the Executive Director to execute, a Space/Use Permit (the “SUP”) with ARINC Incorporated (“ARINC”) which would provide for a term of up to five years for the operation of an Aircraft Communications Addressing and Reporting System at Oakland International Airport.

DOES NOT APPLIES ADDITIONAL FINDINGS APPLY MARITIME AVIATION PROJECT LABOR AGREEMENT (MAPLA) X LIVING WAGE REGULATIONS X GENERAL PLAN CONFORMITY X OWNER-CONTROLLED INSURANCE PROGRAM (OCIP) X

1 BOARD MTG. DATE: 1/15/15

BACKGROUND

ARINC operates a worldwide Aircraft Communication Addressing and Reporting System (“ACARS”) and has one of its radio stations at Oakland International Airport (“OAK”). ACARS is a radio data link network system used by the airline industry for aircraft pre- departure clearance, weather reports, gate assignments, and other services. Over 300 airlines, including Southwest, FedEx, Alaska, and Delta use the ARINC ACARS system. At OAK, the ACARS installation consists of a radio equipment cabinet and antennae. ARINC's cabinet and antennae were previously located in office space in the lower level of Terminal 1 occupied by United Airlines. There was no agreement between the Port and ARINC covering this equipment. Apparently, sometime in the late 1990’s, United Airlines authorized ARINC to install this equipment within its proprietary, exclusively leased space. Upon United Airlines vacating its office space - and discovery of the ACARS equipment - Port staff contacted ARINC to (i) remove and/or relocate its equipment and (ii) enter into an occupancy agreement. The former United Airlines office space was scheduled for demolition in advance of its renovation for lease and occupancy by the Transportation Security Administration and the ARINC equipment needed to be moved as soon as possible. To prevent disruption of this vital service to our airline customers, on March 12, 2014 the Port entered into a Temporary Rental Agreement to facilitate the immediate relocation of the ACARS equipment while our standard Space/Use Permit was created and acted on by the Board. Port staff has found an acceptable location and ARINC has installed an ACARS radio equipment cabinet in the rooftop radio room above Gate 27 in Terminal 2 and three antennae on the roof nearby.

ANALYSIS

ARINC is a Port tenant under a Temporary Rental Agreement which expired on December 31, 2014 and pays rent of $250 per month, per Port Ordinance No. 3634, as amended, (Rates & Charges) for Airline Service Providers Operating at the South Field. ARINC has installed new radio equipment at OAK in the Terminal 2 radio equipment room and roof in support if its ACARS radio data link network system. The ARINC ACARS is used worldwide by over 300 airlines, including those airlines generating nearly all of OAK’s commercial traffic. Entering into the SUP, with a retroactive effective date of January 1, 2015, will allow ARINC to continue to offer its service to OAK’s airline customers while paying full rent as established through Rates & Charges. 2 BOARD MTG. DATE: 1/15/15

BUDGET & STAFFING

Entering into the SUP will result in no budget or staffing impact.

MARITIME AVIATION PROJECT LABOR AGREEMENT (MAPLA)

The matters contained in this Agenda Report 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. However, if in the future tenant construction work under this Space Use Permit exceeds the thresholds required for coverage under the MAPLA, the provisions of MAPLA will apply when Port Permits are requested for the construction work.

STRATEGIC PLAN

The action described herein would help the Port achieve the following goals and objectives in the Port’s Strategic Plan (http://www.portofoakland.com/pdf/about/strategicPlan2011-2015.pdf).

Goal B: Objective 1: Retain existing customers and tenants.

LIVING WAGE

ENVIRONMENTAL

California Environmental Quality Act (CEQA) Guidelines Section 15378(2) states that “Project” means the whole of an action that has a potential for resulting in either direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment. The general rule in Section 15061(b)(3) of the Guidelines additionally states that CEQA applies only to activities that have a potential for causing a significant effect on the environment. Because it can be seen with certainty that there is no possibility that entering in to the SUP with ARINC for the operation of an ACARS 3 BOARD MTG. DATE: 1/15/15 at OAK may have a significant effect on the environment, the action is not a “Project” under CEQA, and is not subject to CEQA under the General Rule Exclusion. No further review of this action under CEQA is required.

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.

OWNER-CONTROLLED INSURANCE PROGRAM (OCIP) PROFESSIONAL LIABILITY INSURANCE PROGRAM (PLIP)

This action is not subject to the Port’s Owner Controlled Insurance Program (OCIP) or Professional Liability Insurance Program (PLIP) as it is not a capital improvement construction project or design project supporting such construction.

OPTIONS

1. Adopt an Ordinance approving the terms and conditions of, and authorizing execution by the Executive Director of, the proposed Space/Use Permit with ARINC Incorporated, with a retroactive effective date of January 1, 2015, to operate an Aircraft Communications Addressing and Reporting System for a term of up to five years, through, December 31, 2019, at Oakland International Airport. This is the recommended action;

2. Do not adopt an Ordinance approving the terms and conditions of, and authorizing execution by the Executive Director of, the proposed Space/Use Permit with ARINC Incorporated to operate an Aircraft Communications Addressing and Reporting System for a term of up to five years, through, December 31, 2019, at Oakland International Airport, which would require the Port to terminate ARINC’s tenancy and leave our airline tenants unable to use ARINC’s services at OAK; or,

3. Do not adopt an Ordinance approving the terms and conditions of, and authorizing execution by the Executive Director of, the proposed Space/Use Permit with ARINC Incorporated, but recommend different terms and conditions for modifying the Space/Use Permit.

4 BOARD MTG. DATE: 1/15/15

RECOMMENDATION

Adopt an Ordinance approving the terms and conditions of, and authorizing execution by the Executive Director of, the proposed Space/Use Permit with ARINC Incorporated for a term of up to five years, through December 31, 2019, subject to the form being approved by the Port Attorney.

5 BOARD OF PORT COMMISSIONERS C1TYOF OAKLAND

- - - ORDINANCE APPROVING AND AUTHORIZING A SPACE/USE PERMIT WITH ARINC INCORPORATED FOR THE OPERATION OF AN AIRCRAFT COMMtJNICATIONS ADDRESSI G AND REPORTING SYSTEM AT OAKLAND 4INTERNATIONAl RPORT.

WHEREAS, the Board of Port Commjd$ers (“Board” has reviewed and evaluated the Agenda Report 1te6.1 4’ced Jan’s y 15, 2015 (“Agenda Report”) and related agenda a1s, has received the expert testimony of Port of Oad (“Pox) staff, and has provided opportunities for and taken pub)nt; WHEREAS, that in ac4ig upothr, the Board has exercised its independent judgm ba ed oIjstanai evidence in the record and adopts and re1iepon e facs, data, analysis, and findings set forth in the AgendRepor and iki related agenda materials and in testimony received; n, t1ere BE IAINE by e Board of Port Commissioners of the City of Oakland afo1lows:

Sectia 1. The 3oard hereby approves a Space/Use Permit (“Agreement’ betwe the CITY OF OAKLAND, a municipal corporation, acting by and\ t ugh the Board, and ARINC INCORPORATED, with a retroactive etfe ive date of January 1, 2015, for the operation of an Aircraft CommunIcations Addressing and Reporting System (“ACARS”) at Oakland International Airport (‘OAK”) for a term of up to five years through December 31, 2019, at rent of $250 per month pursuant to Port Ordinance No. 3634, as amended, and upon such other terms and conditions as set forth in the Agenda Report, and upon such standard terms and conditions as specified in the Agreement and approved by the Port Attorney. Section 2. The Board hereby authorizes the Executive Director (1) to execute said Agreement, subject to the Port Attorney’s review arid approval as to form and legality, and (ii) make such additions, modifications, or corrections as necessary to implement the Agreement or to correct errors, subject to the limitations set forth herein and provided that any such addition, modification or correction does not

308886 ______

materially differ from the terms and conditions set forth herein and in the Agenda Report. Section 3. The Board hereby finds and determines that because it can be seen with certainty that there is no possibility that entering into this Agreement with ARINC INCORPORATED for the operation of an ACARS at OAK may have a significant effect on the environment, the action is not a ‘Project” under the California Environmental Quality Act (“CEQA”), and is not subject to CEQA under the General Rule Exclusion. Section 4. 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 /employee of the Board. This ordinance approves and authorizes txecution of said Agreement in accordance with the terms of thisnance. Unless and until a separate written Agreement is duly )fl behalf of the Board as authorized by this ordinance, i approved as to form and legality by the Port Attorney, to the other contracting party, there shall be no V eement. Section 5. This ordinance shall effective to January 1, 2015 upon adoption b’e Boar’

President. Attest Secretary. Approved as to form and legality:

Port Attorney 308886 BOARD MTG. DATE: 01/15/15

SUPPLEMENTAL AGENDA REPORT

TITLE Authorization to Execute a Memorandum of Agreement (MOA) with the Transportation Security Administration (TSA) and Related Contracting Approvals to Relocate Two CT-80 Baggage Screening Machines in Terminal 1, Oakland International Airport (OAK).

AMOUNT Disclosed to the Board of Port Commissionersi

CAPITAL OPERATING NON-OPERATING REVENUE EXPENDITURE EXPENSE EXPENSE

PARTIES INVOLVED Transportation Security Administration, Arlington, VA Joseph Rodrigues LEIDOS, McLean, VA Tony Russo

SUBMITTED BY Deborah Ale Flint, Director of Aviation Chris Chan, Director of Engineering

APPROVED BY J. Christopher Lytle, Executive Director

REQUESTED ACTION RESOLUTION

EXECUTIVE SUMMARY The Building M102 Renovation and Retrofit (M102) Project, part of the Airport’s Terminal 1 Renovation (T1R) Program, has triggered the need to relocate two TSA baggage screening machines. The purpose of this Agenda Report is to seek authorization from the Board of Port Commissioners (Board) to (1) enter into an MOA with the TSA and (2) waive competitive bidding and enter into a public worksprofessional services contract. These actions support the critical path of the M102 Project.

DOES NOT APPLIES ADDITIONAL FINDINGS APPLY MARITIME AVIATION PROJECT LABOR AGREEMENT (MAPLA) X X LIVING WAGE REGULATIONS X GENERAL PLAN CONFORMITY X OWNER-CONTROLLED INSURANCE PROGRAM (OCIP) X X

BOARD MTG. DATE: 01/15/15

BACKGROUND

The ongoing Terminal 1 Renovation (T1R) Program at OAK is a key Aviation implementing action in the Port Strategic Plan; it meets the Port-wide objective of maximizing the use of existing Port assets while being integral to providing facilities to support the growth of air passenger activity. The T1R Program focuses on renovating the Terminal 1 buildings and systems to meet current codes, mitigating life safety issues and replacing aging infrastructure. The Program has been implemented in a phased manner to address prioritized needs and funding availability. The Building M102 Renovation and Retrofit (M102) Project constitutes a major construction package of this program and is a critical step in the T1R Program, consistent with the Board’s direction in 2010 to prioritize the life safety aspects of the T1R Program while maintaining/increasing revenue at OAK.

ANALYSIS

While Port contractors are progressing with the M102 Project, the construction schedule requires the relocation of airline ticketing and baggage check-in operations from the existing ticketing counters in M102. These relocations necessitate the relocation of two CT-80 baggage scanning machines, which belong to the TSA. The CT-80 machines are currently being used by the TSA to screen outbound Hawaiian Airlines, Norwegian Air Shuttle ASA, SATA Internacional, and Volaris baggage for security purposes. The relocations will be carefully coordinated to minimize operational impacts to these and all other airlines. Upon completion of the M102 Project, one CT- 80 machine may be relocated back to its original position. Because the CT-80 relocations are necessary to support the Port’s M102 Project, the Port must pay for and coordinate the relocation work, and assume liability for the CT-80 machines through an MOA with the TSA. Execution of the MOA will allow the CT-80 relocations to occur in late Winter or early Spring 2015, allowing the M102 Project to proceed according to schedule. Sufficient budget authority exists within the previously approved M102 budget to accomplish all needed CT-80 relocations. However, because of the specialized nature of the CT-80 machines, TSA relies solely on LEIDOS to perform relocations of the machines to ensure proper handling, including the decommissioning and recommissioning associated with the relocations of the machines, to ensure optimal performance. LEIDOS is an American defense company that provides scientific, engineering, and technical services to the United States Department of Defense and the United States Department of Homeland of Security, which includes the TSA. For more than three decades, LEIDOS has provided airport security services at airports. The CT-80 machines in use at OAK by the TSA as shown below, use unique computed

BOARD MTG. DATE: 01/15/15 tomography (CT) x-ray technology developed by LEIDOS to automatically detect a wide variety of explosives.

In November of 2013, LEIDOS was awarded a prime contract by the TSA to maintain more than 11,250 pieces of passenger screening equipment. The single-award, fixed price contract has a total contract value of approximately $442 million. Under this contract, LEIDOS will perform services such as preventative, corrective and depot maintenance; integrated logistics support; IT infrastructure development and maintenance at nearly 448 airports nationwide.

Therefore, in order to perform the relocations, the Port is required by TSA to contract with LEIDOS, its authorized CT-80 contractor, to perform the decommission and recommission component of the relocations. Authorization to waive competitive bidding and contract with LEIDOS is requested in this Agenda Report.

Figure 1 – Example of a CT-80 baggage screening machine at OAK.

BUDGET & STAFFING

The proposed action does not create any new budget or staffing impact. The cost of the CT-80 relocations was originally included in the M-102 budget approved by the Board on November 14, 2013 and has been included in the FY 14/15 Capital

BOARD MTG. DATE: 01/15/15

Needs Assessment (CNA) approved by the Board June 26, 2014. Therefore, staff is not requesting additional budget authorization. The T1R Program is being funded primarily from Passenger Facility Charges (PFCs), and is expected to be between 80 and 85% eligible for PFC funding, depending on the final costs and detailed contractor invoicing. The remaining 15 to 20% (Port share) is anticipated to be funded with Port cash; however, to the extent cash is unavailable, the Port share would be funded with Port debt. The Port share can be reimbursed using airline rates and charges. It is anticipated that the proposed actions would be accomplished within the current Port staffing levels.

MARITIME AVIATION PROJECT LABOR AGREEMENT (MAPLA)

The provisions of the Port of Oakland Maritime and Aviation Project Labor Agreement Formatted: Font color: Red Formatted: Left, Line spacing: Multiple 1.15 li (MAPLA) apply to the part of this work involving the Port contracting with LEIDOS.This Formatted: Font: (Default) Arial, 12 pt, Font contract is for professional services that do not include construction testing and color: Red inspection and the provisions of the Port of Oakland Maritime and Aviation Project Labor Agreement (MAPLA) do not apply to this work. Formatted: Font: Font color: Red

STRATEGIC PLAN

The action described herein would help the Port achieve the following goals and objectives in the Port’s Strategic Plan. Goal A: Create Sustainable Economic Growth for the Port and Beyond . Goal A: Objective 1: Maximize the use of existing assets. . Goal A: Objective 4: Pursue strategic partnerships at all levels: local, regional, national and international. Goal B: Maintain and Aggressively Grow Core Businesses . Goal B: Objective 1: Retain existing customers and tenants.

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 service provider does not employ 21 or more employees working on Port-related work. However, the service provider will be required to certify that should living wage obligations become applicable, the service provider shall comply with the Living Wage Regulations. 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 contract is a construction

BOARD MTG. DATE: 01/15/15 contract covered by federal prevailing wage rules and the prevailing rate of wage is higher than the wage required by the Living Wage Regulations.

ENVIRONMENTAL

California Environmental Quality Act (CEQA) Guidelines Section 15378(2) states that “Project” means the whole of an action that has a potential for resulting in either direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment. The general rule in Section 15061(b)(3) of the Guidelines additionally states that CEQA applies only to activities that have a potential for causing a significant effect on the environment. Because it can be seen with certainty that there is no possibility that entering into an MOA with TSA to relocation scanning equipment, and contracting with LEIDOS to accomplish the work may have a significant effect on the environment, the action is not a “Project” under CEQA, and is not subject to CEQA under the General Rule Exclusion. No further review of this action under CEQA is required.

GENERAL PLAN

This action is part of the T1R Program, which has been found to meet the transportation designation of the General Plan. No additional finding is necessary.

OWNER-CONTROLLED INSURANCE PROGRAM (OCIP) PROFESSIONAL LIABILITY INSURANCE PROGRAM (PLIP)

This action is not subject to the Port’s Owner Controlled Insurance Program (OCIP) or Formatted: Left Professional Liability Insurance Program (PLIP) as it is not a capital improvement construction project or design project supporting such construction. Rather, LEIDOS will be providing services to commission the equipment to TSA standards. LEIDOS will be required to evidence separate insurance as required in the Professional Services Agreement with the Port.As the construction and design project is a capital improvement project, the applicable Owner Controlled Insurance Program (OCIP) coverages and provisions apply to the construction phase. Formatted: Font color: Black

OPTIONS

OPTION 1: Authorize (i) the Executive Director to enter into an MOA with the TSA to relocate two CT-80 baggage scanning machines in the Terminal 1 baggage make-up space; and authorize the Port to contract with TSA’s approved contractor, LEIDOS, to perform the decommission and recommission component of the relocations of the CT-80 baggage scanning machine in the Terminal 1 baggage make-up space, for an amount disclosed to the Board, and (ii) waive competitive bidding. This is the recommended action.

BOARD MTG. DATE: 01/15/15

OPTION 2: Do not authorize the recommended actions, or authorize only one of the two actions. This would prevent the M102 Project work from being completed on schedule and per the design presently under construction, significantly delaying completion of the M102 Project phase of the T1R Program.

RECOMMENDATION

Adopt a resolution to: (1) authorize the Executive Director to enter into a Memorandum of Agreement with the Transportation Security Administration, and (2) authorize the Executive Director to waive competitive bidding as required by the TSA and negotiate, approve and execute a contract with LEIDOS to perform the decommission and recommission component of the relocations of two CT-80 baggage scanning machines in the Terminal 1 baggage make-up space, for an amount disclosed to the Board, subject to the Port Attorney’s review as to form and legality.

i The Engineering Division has informed the Board of Port Commissioners of its estimates for the cost of vendor services. These estimates are not disclosed here in the best interest of the public and the competitive process. Actual amounts will be available after the contract agreement(s) have been obtained. The proposed contract amount is within the Building M-102 Renovation and Retrofit (M-102) budget approved by the Board on November 14, 2013.

6 January 15, 2015 \ Item No.: 6.2 MCR/jev

BOARD OF PORT COMMISSIONERS CITY OF OAKLAND

RESOLUTION AUTHORIZING THE EXECUTIVE DIRECT9O ENTER INTO A MEMORANDUM OF AGREEMENT WITH THE SPORTATION SECURITY ADMINISTRATION AND APPROVING A4*J4ENT WITH LEIDOS, INC TO PROVIDE FOR SERVICES ETED BAGGAGE SCREENING MACHINES IN TERMINAL 1, AND INT1TIONAL AIRPORT AT AN AMOUNT PREVIOUSLY DI SED TO THE BC*JRD OF PORT COMMISSIONERS

WHEREAS, the Boarion (“Board”) has reviewed and evaluated the Agenda Report No. y 15, 2015 (“Agenda Report”) and related agenda materiareceie du et testimony of Port staff, and has provided opportunitr takerblic comment; and WHEREAS, is matter, the Board has exercised its independent thn onj judginbas a1 evidence in the record and adopts and relies upor and findings set forth in the Ageida Report and in relatgenda riand in testimony received; THEREFOj BE RESOLVED AS FOLLOWS SEc 1.ed upon the information contained in the Agenda Report and testimony redhe Board hereby: A. Authorizes the Executive Director to enter into a Memorandum of Agreement with the Transportation Security Administration to relocate two (2) CT— 80 baggage scanning machines in the Terminal 1 baggage make-up space.

B. Finds and determines that the agreement with LEIDOS, INC. will constitute an agreement for obtaining professional, technical and specialized services that are temporary in nature and that it is in the best interest of the Port to secure such services without competitive bidding.

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AGENDA REPORT

Authorization to enter into contract with design, advertising, and media buying consultant firm to fulfill advertising goals and objectives.

AMOUNT Approximately $460,000 annually with a total maximum contract amount not to exceed $2,380,000 over five years. ($1,380,000 total in the initial three years through FY17, with option to renew up to two additional years in amount not to exceed $490,000 per year pending performance)

CAPITAL OPERATING NON-OPERATING REVENUE EXPENDITURE EXPENSE EXPENSE

PARTIES INVOLVED Circa Now, LLC Dave Devencenzi, Creative Strategist

SUBMITTED BY Deborah Ale Flint, Director of Aviation

APPROVED BY J. Christopher Lytle, Executive Director

REQUESTED ACTION RESOLUTION

EXECUTIVE SUMMARY

Consistent with the Port’s Strategic Plan goals and objectives, the Aviation Marketing and Communications Department’s Plan is to execute extensive advertising campaigns promoting new and existing air service with the goal of growing passenger traffic and customer loyalty at Oakland International Airport. Staff is seeking the Board’s approval to authorize the Executive Director to execute a professional service agreement with the highest ranked firm, Circa Now, LLC, for a three-year contract not to exceed $1,380,000 with the option to renew for up to two additional years pending performance at a maximum expenditure of $490,000 per year for grand total of $2,380,000 for the five year period. Charges to be divided into three components: ∑ Agency fees for design, production costs, materials, and any contingency fees ∑ Media planning and advertising purchases ∑ Additional programs including those required for new service developments and allocated accordingly.

ADDITIONAL FINDINGS APPLIES DOES NOT 1 BOARD MTG. DATE: 1/15/15

APPLY MARITIME AVIATION PROJECT LABOR AGREEMENT (MAPLA) X LIVING WAGE REGULATIONS X GENERAL PLAN CONFORMITY X OWNER-CONTROLLED INSURANCE PROGRAM (OCIP) X

BACKGROUND

The Aviation Marketing and Communications Department promotes Oakland International Airport to two distinct groups of passengers with messages centered on OAK’s relative convenience and reliability as a major San Francisco Bay Area airport. 1. To the local originating San Francisco Bay Area market, Oakland International Airport is promoted as the easily accessible, reliable, and centrally located airport in the region. “Park close. Fly on-time” is the identifiable message to the local audience. 2. To inbound domestic and international travelers, OAK is promoted as “The Best Way to San Francisco Bay”. For the last five years, the Aviation Marketing and Communications Department worked with a small San Francisco-based creative design and advertising firm whose two principals are the creative team that developed the current and very successful Oakland International Airport advertising brand and campaigns. Using these assets, Port staff identified advertising outlets and procured advertising purchases in accordance with Port procurement policy including Board approval for advertising buys over $150,000.00 and multi-year advertising contracts. As new airlines began service to OAK and new markets were added, the airport’s advertising program grew to include multi-media formats and targeted audiences of potential travelers across the US, Mexico and, most recently, Western Europe. Given the growth of the program it is clear that we now require a full service agency with expertise in multiple areas. On July 18, 2014, Port staff issued a Request for Proposal (RFP) No. 14-15/01 to solicit professional consulting services to oversee the development, design and production of a variety of advertising assets to be used for various advertising programs pursued each year. The agency will further develop the existing advertising programs as well as design and develop new advertising assets and strategies in order to increase the traffic at Oakland International Airport. Also included in the RFP as possible tasks for the new agency is the assessment of advertising opportunities including the option of placement and management of advertising campaigns with the goal of increased efficiency and effectiveness. The inclusion of these tasks is an augmentation, not a replacement, of staff effort. It is intended that contract amount includes the cost of administration, market research, strategy development, design of creative assets and, when it is in the Port’s best interest to do so, advertising purchases on behalf of the Port. With this option in place, Port staff will be able to execute, on a case by case basis, under the most favorable terms and best value for the advertising investment. By the August 26, 2014 proposal due date, the Port received seven proposals in response to the RFP. Three staff members and one outside panelist analyzed and ranked the proposals independently, and interviewed the highest ranked firms, and staff is now seeking the Board’s 2 BOARD MTG. DATE: 1/15/15 approval to authorize the Executive Director to execute a professional service agreement with Circa Now, LLC.

ANALYSIS

Seven firms replied to the Port’s RFP and were evaluated based on their ability to meet the needs of Oakland International Airport’s advertising goals; knowledge and experience; plan and approach; resources; references and key personnel; proposed costs, and meeting the Port’s Non-Discrimination and Small Local Business Utilization Policy (NDSLBUP). Local Business Utilization The Social Responsibility Division worked closely with Aviation Marketing to ensure outreach and analysis in the accordance with the NDSLBUP. Outreach was conducted in the following way: ∑ Outreach to firms from various databases including the Port (representing local/small businesses), Department of General Service and California Unified Certification Program (both statewide) doing business within the identified categories of advertisement, media planning and design via direct email to 31 firms. ∑ Port website announcement of the contract opportunity. ∑ Advertisement in the Oakland Tribune. ∑ Information sharing and NDSLBUP applicability, potential point allocations, and certification requirements. ∑ Email blasts to nine (9) chambers of commerce. ∑ E-blasts to sister agencies (i.e., City of Oakland and County of Alameda).

The top three ranked firms were invited for interviews with members of the Aviation Marketing and Communications Department, along with an external panelist from the Oakland-based The Clorox Company. Final evaluations were based on the firm’s proven ability to fulfill the full scope of work as outlined in the RFP that included:

1. Manage design, production costs, materials, and advertising including, but not limited to: • Design strategies that promote, market and advertise Oakland International Airport services in a manner that secures the airport’s position among current and future customers as the Bay Area airport of choice; • Develop an advertising and marketing communications strategy for specific campaigns including new air service; multi-media ads such as billboards; in-terminal ads; bus wraps; digital billboards; cooperative advertising media and more;

3 BOARD MTG. DATE: 1/15/15

• Assist in continued development of Oakland International Airport’s various websites; • Manage all ad design and production to possibly include seasonal campaigns, photography-based campaigns, and writing ad copy; • Manage and leverage the I FLY OAK logo and taglines and clearly propose its use in various campaigns; • Leverage Oakland International Airport’s multiyear advertising strategic partnerships (Example: OAK, the Official Airport of Cal Athletics); • Develop collateral materials and programs synergistically with Oakland International Airport’s airport parking line of business.

2. Negotiate a portion of or all of the advertising planning, acquisition and execution: • Negotiate and secure multi-media advertising buys on behalf of Oakland International Airport that includes television, radio, internet, print and sports media; • Make media buying recommendations that meet Oakland International Airport’s strategic vision; • Manage media contracts including ad placements, budget, performance tracking, and progress reports to Oakland International Airport.

The results of the panel’s evaluation and interviews were as follows:

Proposers: Final Score Rank Circa Now, LLC 79.13 1 Swirl Inc. dba Sidecar 67.55 2 Catalyst Marketing Company 60.95 3

Circa Now, LLC, is a Santa Rosa-based firm with an Oakland-based marketing partner. Their team consists of Circlepoint of Oakland, (Port LIA certified) and Hillcrest Idea Collective in Berkeley (not certified), and Boyce Mangin in San Francisco. Circa Now has worked with companies as large as Microsoft and as small as family wineries to create effective marketing and advertising strategies with reasonable budgets. Their clients include Air New Zealand, Coppola Wines, Joie De Vive Hotels, LinkedIn and more, and the firm has helped to build the brands for Expedia and Microsoft as well as local companies such as the Oakland A’s. Sidecar Integrated Marketing Agency (Swirl Inc.) is a Berkeley based firm, not certified with the Port. Catalyst Marketing is a Fresno based firm outside of the Port’s local impact area.

4 BOARD MTG. DATE: 1/15/15

BUDGET & STAFFING

This expense was planned and is covered in the authorized FY14-15 Budget. There is no additional budget impact.

MARITIME AVIATION PROJECT LABOR AGREEMENT (MAPLA)

This contract is for professional services that do not include construction testing and inspection. Therefore, the provisions of the Port of Oakland Maritime and Aviation Project Labor Agreement (MAPLA) do not apply to this work.

STRATEGIC PLAN

The Strategic Plan was adopted by the Board on October 5, 2010 and Aviation develops an annual marketing plan aligned with the overall Strategic Plan and is inclusive of business development targets, route development events, promotions, industry activities, advertising campaigns and customer service initiatives. (http://www.portofoakland.com/pdf/about/strategicPlan2011-2015.pdf).

Set within the parameters authorized by the Federal Aviation Administration, for the use of airport funds, the advertising budget is allocated to new route incentive airline advertising, as well as airport branded radio, print, and internet-based advertising. Following is staff’s assessment of how the authorization for this funding supports the strategic priority areas, goals and objectives of the Strategic Plan. The funding supports key objectives within Goal B as summarized below.

Strategic Priority Goal Objective How Projects Implement + Area When Sustainable Goal B: Maintain and 1. Retain Grow customer and carrier Economic aggressively grow existing intelligence utilizing aggressive Business core businesses customers and advertising campaigns for new Development tenants and existing air service. Sustainable Goal B: Maintain and 2. Market Initiate branding efforts to Economic aggressively grow strategically and inform market of new and Business core businesses aggressively to existing flights to and from OAK Development attract new as well as promotion of the customers and existing “park close, fly on-time” tenants advertising message and .

LIVING WAGE

ENVIRONMENTAL

California Environmental Quality Act (CEQA) Guidelines Section 15378(2) states that “Project” means the whole of an action that has a potential for resulting in either direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment. The general rule in Section 15061(b)(3) of the Guidelines additionally states that CEQA applies only to activities that have a potential for causing a significant effect on the environment. Because it can be seen with certainty that there is no possibility that entering into a professional services contract with Circa Now, LLC for design, advertising and media placement may have a significant effect on the environment, the action is not a “Project” under CEQA, and is not subject to CEQA under the General Rule Exclusion. No further review of this action under CEQA is required.

GENERAL PLAN

This project is for professional services and will not directly include any alteration of property. Development projects that result from these professional services will be subject to separate findings of conformity with the City of Oakland General Plan in accordance with Section 727 of the Charter.

OWNER-CONTROLLED INSURANCE PROGRAM (OCIP) PROFESSIONAL LIABILITY INSURANCE PROGRAM (PLIP)

This project is not subject to the Port’s Professional Liability Insurance Program (PLIP) as it is not a design project supporting capital improvement construction.

OPTIONS

1. Authorize budgeted funding to enter into a multi-year contract with Circa Now, LLC and delegate authority to the Executive Director to negotiate and execute a professional services contract agreement with Circa Now, LLC for advertising and media buying in a total amount not to exceed $1,380,000 for three years with option to renew up to two additional years pending performance at a maximum expenditure of $490,000 per year.

6 BOARD MTG. DATE: 1/15/15

2. Do not authorize the professional services procurement. This would result in the Port reverting to no advertising with a loss of opportunity to enhance OAK print media, online, and incentive advertising abilities and to significantly lessen brand visibility and the prospect of growing passenger traffic and customer loyalty at Oakland International Airport.

RECOMMENDATION

Port staff recommends the Board of Port Commissioners:

1. Adopt a resolution to authorize the Director of Aviation to enter into a professional services contract with Circa Now, LLC for design, advertising and media placement in an amount not to exceed $460,000 each Fiscal Year beginning in March of FY14-15 and not to exceed $1,380,000 in three years. 2. Adopt the option to renew the contract up to two additional years pending performance at a maximum expenditure of $490,000 per year. 3. Adopt the recommendation to enter into agreement with the second ranked firm, Swirl Inc. dba Sidecar if for any unforeseen reason, Circa Now, LLC does not agree to negotiate or accept the Port’s Terms and Conditions.

Approval will allow Port staff to continue to build upon its global advertising programs and initiate media planning.

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BOARD MTG. DATE: 1/15/2015

AGENDA REPORT

Budget Approval and Other Related Authorizations For Consultant Services for Project Scoping Related to Grant Funding Consideration of Port Priority Projects

AMOUNT $500,000 (Not-to-Exceed)

CAPITAL OPERATING NON-OPERATING REVENUE EXPENDITURE EXPENSE EXPENSE

PARTIES INVOLVED New Solicitations (To Be Determined)

SUBMITTED BY Chris Chan, Director of Engineering John C. Driscoll, Director of Maritime

APPROVED BY J. Christopher Lytle, Executive Director

REQUESTED ACTION RESOLUTION

EXECUTIVE SUMMARY

On December 11, 2014, staff presented a list of Port priority projects that are critical to enhancing the Port activities as well as the continued economic viability of the region. Some of these projects, or portions thereof, may potentially be eligible for consideration under the Measure BB augmented funding categories or other federal and state funding opportunities. In order to prepare for the Measure BB funding opportunity and determine which projects should be submitted to Alameda County Transportation Commission (ACTC) for consideration, additional resources are required to assist Port staff in refining the information required by ACTC.

Staff is requesting the following actions:

1. Authorize a budget of up to $500,000 for expenditures related to preparing and refining the project information required to apply for Measure BB and other funding opportunities; and 2. Waive formal competitive bidding and authorize the Executive Director to execute professional services agreement(s), based on an informal solicitation process, up to the budget authorized by the Board.

BOARD MTG. DATE: 1/15/2015

DOES NOT APPLIES ADDITIONAL FINDINGS APPLY MARITIME AVIATION PROJECT LABOR AGREEMENT (MAPLA) X LIVING WAGE REGULATIONS X GENERAL PLAN CONFORMITY X PROFESSIONAL LIABILITY INSURANCE PROGRAM (PLIP) 1 X X

BACKGROUND

On November 4, 2014, Alameda County voters passed Measure BB, a ballot initiative which sought to extend and augment the existing county transportation sales tax (increasing it from a half-cent to one cent) for a period of 30 years. The Alameda County Transportation Commission (ACTC), the sponsor agency, has already begun initial discussions with municipal and public agency stakeholders in the region in order to compile a 5-year priority draft investment plan for consideration by the ACTC Board in spring 2015. ACTC has provided an analysis of the elements of the Transportation Expenditure Plan (TEP) that support funding for projects and programs that facilitate freight and goods movement throughout Alameda County.

The Port has compiled an unconstrained list of Port priority projects that are critical to enhancing the Port activities as well as the continued economic viability of the region. These projects were provided as a part of the informational update provided to the Board on December 11, 2014, and are listed below, in no particular order.

1. 7th St. Grade Separation West 2. Site Improvements for the New Refrigerated Transload Facility (Cool Port OAK site) 3. Port Area Rail Access Study 4. Oakland Army Base Phase 2 Site Improvements 5. Oakland Army Base Intermodal Rail Improvements 6. Intermodal Yard North Lead Track (Improvements North of the Port area along the Martinez Subdivision) 7. Port Area Intelligent Traffic Systems Deployment Project 8. Port Area Security Enhancement Program 9. Adeline St. Bridge Reconstruction 10. Port Terminals Lighting Upgrade Project 11. Port Terminals Seismic Monitoring Program 12. Airport Perimeter Dike Strengthening Project

1 PLIP does not apply for the project scoping or planning related work but applies for design and engineering related work. 2

BOARD MTG. DATE: 1/15/2015

Staff is working to prioritize the list shown above and will be presenting to the Board at a later date. While not all priority Port projects will necessarily be eligible for funding under the Measure BB-approved proceeds and investment categories, it is important that the information for the projects on the list be further refined to determine potential eligibility for funding consideration, including federal and state programs, so that the Port is better positioned to compete for these funds as the guidelines for project eligibility are being developed. Project Fact Sheets for the above twelve projects have been prepared with preliminary information but now need refinement and further development in order to determine grant funding eligibility and map out the project needs to the various funding categories that may be available through Measure BB, other state or federal funding sources. This is anticipated to be an iterative process while Port staff continues to work with the funding agencies to tailor and match projects to funding programs and objectives. Staff anticipates that ACTC will issue a call for projects in the April/May 2015 timeframe.

ANALYSIS

Six of the above projects are more likely to be funded by Measure BB based on the preliminary project elements and potential funding categories identified by ACTC. These six projects are, in no particular order:

1. 7th St. Grade Separation West (7th St. GSP West) 2. Middle Harbor Road Improvements from Maritime Street to the Berths 60-63 Entrance (MHR Improvements Project) 3. Port Area Rail Access Study 4. Oakland Army Base Phase 2 Site Improvements 5. Oakland Army Base Intermodal Rail Improvements 6. Airport Perimeter Dike Strengthening Project

All of the above projects require varying levels of effort to refine the available information to meet the anticipated requirements from ACTC. However, 7th St. GSP West Project is the highest priority project for the Measure BB effort. These projects require consultant support to assist Port staff with the refinement of project scope, schedule, cost, benefits and funding eligibility. Further, it is important that the complete project information be ready for submittal to ACTC before the ACTC Board considers any action on their draft investment plan in the April/May 2015 timeframe. Consultant support will also be needed to document project benefits and funding eligibility for the remaining projects as funding opportunities are identified. In order to meet ACTC’s aggressive schedule, staff began an informal solicitation of proposals for firms that can assist the Port with this effort.

BOARD MTG. DATE: 1/15/2015

Therefore, staff is requesting that the Board waive competitive bidding for the above described effort and authorize the negotiation and execution of a professional services contract with the selected consultant based on an informal selection. The Port would not be able to respond to ACTC’s call for projects in a timely manner if a formal solicitation process is used.

The work of the selected consultant would consist of planning, project scoping, developing responses to the application, providing exhibits, and preparing conceptual design plans and other information as required for the Measure BB candidate projects to secure funding. Assuming ACTC elects to fund one or more of the Port’s proposed projects, staff will return to the Board for any additional actions required including the solicitation of additional consultant support to prepare bridging documents as required.

BUDGET & STAFFING

Port staff estimates the expenditures for consultant support and staff costs associated with this funding opportunity would not exceed $500,000. The effort to develop the information required by ACTC will be an iterative process based on feedback from ACTC and the effort required to “map” the project needs to potential funding categories within the Transportation Expenditure Plan.

Staff is requesting a budget authority not to exceed $500,000. This budget request has not been included in the Port’s FY 2015 operating budget. Authorization of this budget request will reduce the Port’s projected operating income and cash flow by a similar amount, potentially impacting future expenditures. However, at this point in time, there is known savings from the berth maintenance dredging program, which was recently completed under budget. This savings can be used to offset this additional budget request.

Combined with the requested consultant support, staff anticipates meeting the staffing level needs to respond to ACTC’s call for projects by re-assigning existing staff. Staff may seek additional authorization, including staffing, should any of our projects be selected by ACTC for Measure BB funding.

MARITIME AVIATION PROJECT LABOR AGREEMENT (MAPLA)

BOARD MTG. DATE: 1/15/2015

The proposed contracts are for professional services that do not include construction testing and inspection; and therefore, the provisions of the Port of Oakland Maritime and Aviation Project Labor Agreement (MAPLA) do not apply to this work.

STRATEGIC PLAN

The action described herein would help the Port achieve the following goals and objectives in the Port’s Strategic Plan

(http://www.portofoakland.com/pdf/about/strategicPlan2011-2015.pdf)

• Goal A: Objective 1: Maximize the use of existing assets. • Goal E: Objective 5: Prepare plans for long term use, development and management of Port property and infrastructure

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, do not apply to these actions because consultants will employ fewer than 21 employees working on Port-related work. However, the consultants will be required to certify that should living wage obligations become applicable, the consultants shall comply with the Living Wage Regulations.

ENVIRONMENTAL

The proposal to authorize the Executive Director to execute agreements for planning, design, and engineering services and related actions for projects potentially eligible for Measure BB 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 Executive Director to execute agreements for planning and design services to assist in applying for Measure BB funds will result in a physical change in the environment, and therefore those actions are not subject to CEQA. Planning and feasibility studies, including detailed design and engineering efforts that may be funded under the agreements, are statutorily exempt from CEQA under Section 15262 of the CEQA Guidelines.

BOARD MTG. DATE: 1/15/2015

Furthermore, the Board already made, or may soon be asked to make, findings under CEQA for some of the projects for which the services may be used. • Nos. 1, 4, 5 and 6 (7th Street Grade Separation, Oakland Army Base Phase 2 and intermodal rail and yard projects) were included in the project description analyzed by the Oakland Army Base Area Redevelopment Plan Final Environmental Impact Report (“EIR”), which was certified on July 31, 2002, by the City of Oakland, as the Lead Agency under CEQA and approved by the Board, acting as a Responsible Agency under CEQA, on September 17, 2002 (Resolution No. 02317). In June 2012, the Board considered the 2012 OAB Project Initial Study/Addendum and adopted mitigation measures applicable to the Port from the City’s OAB Standard Conditions of Approval/Mitigation Monitoring and Reporting Program ("SCA/MMRP") with Resolution No. 12-76. The OAB EIR and the Addendum described project activities including demolition, site preparation, remediation, construction and similar activities to build rail yards and track, the 7th Street grade separation, warehousing and related improvements on the OAB site, and cargo throughput increases throughout the seaport, among other projects. • An exclusive negotiating agreement was approved by the Board on September 25, 2014 for development of No. 2 (refrigerated transload facility). Once the project description is finalized, a CEQA analysis of the project will be prepared and the project will be brought to the Board for approval.

As additional information on the remaining projects becomes available, staff will determine whether environmental review is required, and projects may be brought to the Board for approval of CEQA findings.

GENERAL PLAN

These contracts are for professional services and will not directly include any alteration of property. Development projects that result from these professional services will be subject to separate findings of conformity with the City of Oakland General Plan in accordance with Section 727 of the Charter.

OWNER-CONTROLLED INSURANCE PROGRAM (OCIP) PROFESSIONAL LIABILITY INSURANCE PROGRAM (PLIP)

The Owner Controlled Insurance Program (OCIP) does not apply since the action does not relate to capital improvement. Professional Liability Insurance Program (PLIP) applies to any of the design related agreement executed.

OPTIONS

BOARD MTG. DATE: 1/15/2015

1. Authorize the not-to-exceed budget of $500,000 and other related actions as outlined in this agenda. This option is recommended.

2. Authorize the not-to-exceed budget request of $500,000 but do not waive competitive bidding. Direct staff to issue formal request for proposals for the work. This option will result in a delay in the development of the information required for the Port’s projects to be included in the initial draft of the ACTC investment plan and would reduce the Port’s ability to compete for the available funding in a timely manner.

3. Do not approve the budget request. This option will result in a lost opportunity for Measure BB funding.

RECOMMENDATION

Staff recommends that the Board:

1. Authorize a budget of up to $500,000 for expenditures related to preparing and refining the project information required to apply for Measure BB and other funding opportunities; and

2. Waive formal competitive bidding and authorize the Executive Director to execute professional services agreement(s), based on an informal solicitation process, up to the budget authorized by the Board.

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

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