SOUTH JERSEY PORT CORPORATION BOARD OF DIRECTORS MEETING August 26, 2014 THE CHAIRMAN COMMENCES MEETING WITH PLEDGE OF ALLEGIANCE AND ROLL CALL: 1. APPROVAL OF MINUTES Regular Meeting July 29, 2014 Closed Meeting July 29, 2014 2. APPROVAL OF OPERATING BILLS RESOLUTION 2014-8-0070 3. APPROVAL OF ADVANCE PAYMENT BILL LIST RESOLUTION 2014-8-0071 4. APPROVAL OF CREDITS RESOLUTION 2014-8-0072 5. APPROVAL OF CHANGE ORDERS – 1 RESOLUTION 2014-8-0073 6. APPROVAL OF CONSTRUCTION FUND REQUISITIONS RESOLUTION 2014-8-0074 7. RECEIPT OF TREASURER’S REPORT 8. RECEIPT OF COUNSEL’S REPORT 9. RECEIPT OF EXECUTIVE DIRECTOR’S REPORT SOUTH JERSEY PORT CORPORATION Board of Directors Meeting – August 26, 2014 ________________________________________________________________________ 10. ADDITIONAL AGENDA ITEMS REQUIRING BOARD ACTION A. RESOLUTION 2014-8-0075: ADOPTION OF THE EMERGENCY OPERATIONS PLAN AND EVACUATION PLAN ANNEX B. RESOLUTION 2014-8-0076: PAULSBORO MARINE TERMINAL – 3rd AMENDMENT TO PORT ESSEX GROUND LEASE C. RESOLUTION 2014-8-0077: PAULSBORO MARINE TERMINAL – 1st AMENDMENT TO AGREEMENT OF SALE - CONRAIL D. RESOLUTION 2014-8-0078: AUTHORIZATION TO RELEASE REQUEST FOR PROPOSALS FOR PROFESSIONAL SERVICES E. RESOLUTION 2014-8-0079: AUTHORIZATION TO RELEASE REQUEST FOR QUALIFICATION FOR ENGINEERING SERVICES F. RESOLUTION 2014-8-0080: APPROVAL OF NJDOT RAIL GRANT AGREEMENT 11. SUPPLEMENTAL BOARD INFORMATION G. MARKETING COMMITTEE REPORT & PHOENIX/ARTLIP COMMUNICATIONS REPORT H. PORT SECURITY UPDATE I. PAULSBORO MARINE TERMINAL PROJECT UPDATES J. TIGER III GRANT – AMENDEMENT TO REAUTHORIZATION PROJECT SAVINGS K. REVERSE AUCTION FOR ELECTRICAL SUPPLY PUBLIC SESSION FOR QUESTIONS / COMMENTS 12. CLOSED SESSION AND/OR ADJOURNMENT SOUTH JERSEY PORT CORPORATION Board of Directors Meeting – August 26, 2014 ________________________________________________________________________ ACTION ITEM: A. RESOLUTION 2014-8-0075: ADOPTION OF THE EMERGENCY OPERATIONS PLAN AND EVACUATION PLAN ANNEX SJPC received three FEMA Technical Assistance Grants through the NJ Office of Homeland Security & Preparedness (OHSP) and FEMA. The Technical Assistance (TA) Program, through the U.S. Department of Homeland Security (DHS), Federal Emergency Management Agency (FEMA), National Preparedness Directorate (NPD) and Grant Programs Directorate (GPD), seeks to build and sustain capabilities through specific services and analytical capacities across two primary functional areas: 1) Preparedness TA activities in support of the four homeland security mission areas (prevention, protection, response, and recovery) and 2) Homeland security program management. SJPC received technical assistance to enhance our planning and documentation for the following three areas: 1) Emergency Operations Plan, 2) Continuity of Operations Plan and 3) Evacuation Plan. The NJOHSP approved the applications at the state level and the requests were approved by FEMA. The FEMA Team and staff have prepared the draft Emergency Operations Plan and Evacuation Annex. The FEMA Team was onsite for two weeks conducting meetings, compiling data and conducting interviews. A kickoff meeting with SJPC, our tenants and partners was held on Tuesday, May 20, 2014 laying out the planning objectives and assembling the stakeholder team for the Emergency Operations Plan and the Evacuation Plan development. The FEMA team returned for the week on Monday, June 2, 2014 and an EOP stakeholder meeting was held and various meetings and working sessions with SJPC and our tenants and partners were held in developing the draft EOP. The Evacuation Plan development will began on Monday, June 9, 2014, with a stakeholder group kickoff meeting and then the FEMA team. The stakeholder team was comprised of SJPC staff, Camden Iron & Metal, Delaware River Stevedores, Camden Waterfront Development (Holt), Joseph Oat Corporation, Camden Yards Steel, Camden International Commodities Terminal, Susquehanna Center, Battleship NJ, City of Camden Office of Emergency Management, Camden County Office of Emergency Management, the City of Camden Fire Department, and NJ Office of Homeland Security and Preparedness. The South Jersey Port Corporation’s Emergency Operations Plan provides a comprehensive framework for emergency management for Balzano and Broadway Marine Terminals. The plan addresses the roles and responsibilities of SJPC employees and tenants and provides a link to local, state, Federal, and private organizations and resources that may be activated to address disasters and emergencies in the South Jersey Port Corporation. The EOP ensures consistency with current policy guidance and describes the interrelationship with other levels of response. The plan will continue to evolve, responding to lessons learned from actual disaster and emergency experiences, ongoing planning efforts, training and exercise activities, and Federal guidance The Emergency Operations Plan and Evacuation Plan Annex, along with recommendations in support of implementing the plan is presented for adoption. General Counsel will evaluate SOUTH JERSEY PORT CORPORATION Board of Directors Meeting – August 26, 2014 ________________________________________________________________________ revising our standard lease agreement to include a provision for tenants about their responsibility to follow the SJPC EOP/EP. Following adoption, the plan will be distributed to SJPC tenants and partners for implementation, as well as in support of the SJPC Facility Security Plan. The EOP/EP will be evaluated annually for any required updates. The Continuity of Operations Plan development is ongoing. RECOMMENDATION: Staff recommends Board adoption of the Emergency Operations Plan and the Evacuation Annex, and the associated recommendations in support of the instituting the EOP. SOUTH JERSEY PORT CORPORATION Board of Directors Meeting – August 26, 2014 ________________________________________________________________________ ACTION ITEM: B. RESOLUTION 2014-8-0076: PAULSBORO MARINE TERMINAL 3rd AMENDMENT TO PORT ESSEX GROUND LEASE In August 2009, the Borough of Paulsboro and the SJPC executed the original Port Essex Project Site Ground Lease for the 45-acre parcel of real property, which when combined with the 130- acre BP parcel created the Paulsboro Marine Terminal footprint. An approximately 15-acre portion of the Essex Parcel that contains a NJDEP closed landfill was not included within the original terminal footprint. Subsequent to the Original Port Essex Ground Lease, the Borough and SJPC entered into a First Amendment to Port Essex Project Site Ground Lease in September 2011, wherein the “Swindell” properties were acquired by the Borough in fee title and integrated into the Port Essex Ground Lease. Subsequent to the Original Ground Lease and the First Amendment, the Borough and SJPC entered into a Second Amendment to Port Essex Project Site Ground Lease in August 2013 wherein approximately 1.95 acres of Conrail property were purchased by the Borough from Conrail via an Agreement of Sale and incorporated into the Port Essex Ground Lease. In connection with the First Amendment to the Agreement of Sale, an additional 0.19 acre parcel of property (“Additional Conrail Property”), as shown on the plan attached hereto as Exhibit A, is required from Conrail to accommodate a new switch, which will enable a full loop-track within the Paulsboro Marine Terminal. Through an Amendment to the Agreement of Sale with Conrail and a corresponding Third Amendment to the Port Essex Ground Lease, the additional 0.19 acres will be integrated into the Original Port Essex Ground Lease. RECOMMENDATION: Staff requests Board approval for the Executive Director and SJPC legal counsel to finalize and execute a 3rd Amendment to the Port Essex Ground Lease between the Borough of Paulsboro and SJPC. SOUTH JERSEY PORT CORPORATION Board of Directors Meeting – August 26, 2014 ________________________________________________________________________ ACTION ITEM: C. RESOLUTION 2014-8-0077: PAULSBORO MARINE TERMINAL 1st AMENDEMENT TO AGREEMENT OF SALE - CONRAIL As detailed in the attached First Amendment to the Agreement of Sale, an additional 0.19 acre parcel of property (“Additional Conrail Property”), as shown on the plan attached hereto as Exhibit A, is required from Conrail to accommodate a new switch, which will enable a full loop- track within the Paulsboro Marine Terminal. Through an Amendment to the Agreement of Sale with Conrail and a corresponding Third Amendment to the Port Essex Ground Lease, the additional 0.19 acres will be integrated into the Original Port Essex Ground Lease. The original 1.93 parcel was appraised at $30,000. Since the additional acreage is approximately 1/10 the size, Conrail and the SJPC agree that an equitable cost for the 0.19 acre parcel is $3,000.00. RECOMMENDATION: Staff requests Board approval for the Executive Director and SJPC legal counsel to finalize and execute (1) an Acknowledgement and Agreement page of the First Amendment to the Agreement of Sale, which is by and between Conrail and the Borough of Paulsboro SOUTH JERSEY PORT CORPORATION Board of Directors Meeting – August 26, 2014 ________________________________________________________________________ ACTION ITEM: D. RESOLUTION 2014-8-0078: AUTHORIZATION TO RELEASE REQUEST FOR PROPOSALS FOR PROFESSIONAL SERVICES Staff is requesting authorization to prepare and advertise a Request for Qualifications/Proposals for seven (7) professional services. Staff will have General Counsel review the RFQ/P documents. The legal notices will