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					                                                                                                AGENDA



                             PORT OF OAKLAND
                                                                                     JAMES W. HEAD
OMAR BENJAMIN                                                                              President
Executive Director           BOARD OF PORT COMMISSIONERS                         PAMELA CALLOWAY
                              530 Water Street  Oakland, California 94607         First Vice-President
DAVID L. ALEXANDER                                                                 GILDA GONZALES
Port Attorney                          Telephone: (510) 627-1100                 Second Vice-President
                                       Facsimile: (510) 451-5914                 MARGARET GORDON
                                           TDD/TTY – Dial 711                         Commissioner
ARNEL ATIENZA
Port Auditor                                                                      KENNETH KATZOFF
                                  E-Mail:board@portoakland.com                         Commissioner
                            Website:   www.portofoakland.com                        MICHAEL LIGHTY
JOHN T. BETTERTON
                                                                                       Commissioner
Secretary of the Board
                                                                                        VICTOR UNO
                                            AGENDA                                      Commissioner



                     Special Meeting of the Board of Port Commissioners
                               Friday April 29, 2011 – 9:00 a.m.
                                       Board Room – 2nd Floor

ROLL CALL

           1st Vice President Calloway, 2nd Vice-President Gonzales, Commissioner Gordon,
           Commissioner Katzoff, Commissioner Lighty, Commissioner Uno and
           President Head.

1. CLOSED SESSION (9:00 a.m.)

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

                         Property: Former Oakland Army Base and Adjacent Properties
               Negotiating Parties: Port of Oakland, AMB Properties and California Capital
                                    Group, Industrial Realty Group, Baines Group, Incorporated
               Agency Negotiator: Director of Maritime, James Kwon
                Under Negotiation: Price and Terms of Payment

   1.2    PUBLIC EMPLOYEE PERFORMANCE EVALUATION

          Title: Port Auditor, Board Secretary

ROLL CALL/OPEN SESSION (approximately 11:30 a.m.)

          1st Vice President Calloway, 2nd Vice-President Gonzales, Commissioner Gordon,
          Commissioner Katzoff, Commissioner Lighty, Commissioner Uno and
          President Head.

CLOSED SESSION REPORT

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



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                                                                                             AGENDA




2. MAJOR PROJECTS

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

  2.1   Approving Selection of Master Developer for Portions of Former Oakland Army Base and
        Other Adjacent Port-Owned Lands East of Maritime Street (Maritime)

  2.2   Authorization for the Executive Director to Enter into a Cost Sharing Agreement and Lead
        Agency Designation Agreement with the Oakland Redevelopment Agency and the City of
        Oakland for development of the former Oakland Army Base (Maritime)

3. BUDGET & FINANCE

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

4. STRATEGY & POLICY

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

5. 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.

  5.1   Ordinance No. 4154, Second reading of an ordinance approving the terms and
        conditions and authorizing the execution of a ten year lease with United States of
        America, general services administration, on behalf of the Transportation Security
        Administration. (Aviation)

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   Adoption of (1) the Port of Oakland Disadvantaged Business Enterprise (DBE) Program
        Plan for the Maritime Administration (MARAD), Department of Transportation (DOT); and
        (2) Federal Fiscal Year 2010-11 (FFY 10-11) Overall Annual Goal and Methodology
        Report to MARAD (SRD)

7. UPDATES/ANNOUNCEMENTS

        The President and/ or Executive Director will report on noteworthy events occurring since
        the last Board Meeting.

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                                                                                          AGENDA




8. SCHEDULING

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

  8.1   Adoption of the new Board Meeting Schedule, May through December 2011

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 May 10, 2011 at 2:00 p.m. in the
        Board Room.




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                                                                                                           AGENDA




                                        PUBLIC PARTICIPATION

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
                                        jbetterton@portoakland.com
                                                (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 Director of Social Responsibility no later than five working days prior to
the scheduled meeting date.
                             Diann Castleberry, Director of Social Responsibility
                                   530 Water Street, Oakland, CA 94607
                                      dcastleberry@portoakland.com
                                                (510) 627-1302
Scented Products
Please refrain from wearing scented products to this meeting so attendees who experience chemical sensitivities
may attend.
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.
Agenda & 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
jbetterton@portoakland.com




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                                        MAJOR PROJECTS Tab 2



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




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                                                              MAJOR PROJECTS Tab 2.1


                                                          BOARD MTG. DATE: [4/21/11]



                               AGENDA REPORT
TITLE:              Approving Selection of Master Developer for Portions of Former Oakland
                    Army Base and Other Adjacent Port-Owned Lands East of Maritime
                    Street

AMOUNT:             N/A

PARTIES INVOLVED:

                    Corporate Name/Principal              Location
                    AMB Property Group and                San Francisco, CA and
                    California Capital Group              Oakland, CA
                    (AMB/CCG)
                    Industrial Realty Group and           Downey, CA and Oakland,
                    Baines Group, Incorporated            CA

TYPE OF ACTION:                        Resolution

SUBMITTED BY:                          James Kwon, Director of Maritime

APPROVED BY:                           Omar Benjamin, Executive Director

FACTUAL BACKGROUND

After issuing a Request for Qualifications in May, 2008 (“RFQ”) for the redevelopment of
the Port’s portion of the Oakland Army Base (“OAB”) and other adjacent Port-owned lands,
the Port entered into an Exclusive Negotiating Agreement (“ENA”) with the joint venture
comprised of AMB Properties (“AMB”) and California Capital Group (“CCG” and collectively
referred to as “AMB/CCG”), the respondent approved and selected by the Board of Port
Commissioners (the “Board”). After almost two years of exclusive negotiations with
AMB/CCG, the exclusive negotiating period expired without an agreement for the
redevelopment of the Port’s portion of the Oakland Army Base. On or about April 8, 2011,
Port staff issued to a limited number of potential developers that certain document entitled
“Potential Opportunity for Development of Trade & Logistics Center (“TLC”) on Portion of
Former Oakland Army Base” (the “Template”). The Template described a trade and
logistics center (the “Project”) that the Port sought proposals for the development of. It was
issued only to (i) those developers who responded to the RFQ, (ii) the two railroad
companies that currently serve the Port, and (iii) another developer who, after the ENA
expired, expressed an interest in and appeared to have the technical expertise to become
the master developer of the Port’s portion of the OAB. The parties referenced in items (i)
through (iii) of the previous sentence are collectively referred to as “Respondents” and
individually as a “Respondent.” The Template asked the potential Respondents to, among
other things, submit detailed proposals indicating that Respondent’s willingness and ability
to develop, deliver, and operate the Project, the Respondent’s proposed rent, and a
proposed plan to finance the development and delivery of the Project.

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                                                               MAJOR PROJECTS Tab 2.1


                                                           BOARD MTG. DATE: [4/21/11]


The Port’s goal is to identify the most ready, willing, and able Respondent to serve as the
master developer for the Port’s portion of the OAB and other adjacent Port-owned lands.
The Project will be developed on approximately 168 acres of Port-owned lands east of
Maritime Street and north of 7th Street (the “Port Lands”). Port staff currently estimate that
total build out of the Project will cost approximately $700,000,000, and in order to take
advantage of certain public financing opportunities, the Port must identify its master
developer as soon as possible. The Template therefore set Tuesday, April 26, 2011 at
5:00 p.m. as the deadline for all submittals in response to the Template.

This Agenda Report is for the Special Meeting of the Board for Friday, April 29, 2011 at
9:00 a.m., and due to the timing requirements for posting agendas for Special Meetings
and the deadline for submitting responses to the Template, staff evaluations of the
submittals could not be completed in time for this Agenda Report. Staff will present its
evaluation and recommendation at the Special Meeting on April 29, 2011.

ANALYSIS

On or about December 10, 2009, the California Transportation Commission (“CTC”), the
California Department of Transportation (“CalTrans”), and the Port entered into two
separate Trade Corridors Improvement Fund (“TCIF”) Project Baseline Agreements (each a
“Baseline Agreement”): one Baseline Agreement for the development of a new rail
intermodal facility, the preparation of land for the construction of accompanying trade and
logistics facilities, the rehabilitation of Maritime Street, and other improvements collectively
referred to as the Outer Harbor Intermodal Terminals (“OHIT”); and the other Baseline
Agreement for the development of an elevated roadway at the intersection of 7th and
Maritime Streets (referred to as the “7th Street Project”) that would improve railroad access
into the Port’s existing intermodal rail terminals and allow direct connections the Port’s
existing intermodal rail terminals and the OHIT project. The Baseline Agreement for the
OHIT project is referred to as the “OHIT Baseline Agreement”, and the Baseline Agreement
for the elevated roadway at 7th and Maritime Streets is referred to as the “7th Street
Baseline Agreement.”           The OHIT Baseline Agreement programs approximately
$132,000,000 in TCIF funds for the OHIT project conditioned upon the Port raising
approximately $142,000,000 in matching funds for the OHIT project. The 7th Street
Baseline Agreement programs approximately $110,250,000 in TCIF funds for the 7th Street
Project conditioned upon the Port raising an equal amount in matching funds for the 7th
Street Project. Additionally, the California legislature has imposed a deadline that requires
all TCIF funded projects to commence construction by no later than December 31,2013.

The Project is large and complex, and there are very few developers that have the financial
wherewithal, the development expertise, and the willingness to commit time and resources
to developing the Project within the timeframe imposed by the TCIF program. Time is of
the essence, and identifying the Port’s master developer will facilitate the timely completion
of all necessary agreements to carry out certain predevelopment activities that must occur
prior to the commencement of construction on either the OHIT project or the 7th Street
Project.



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                                                               MAJOR PROJECTS Tab 2.1


                                                           BOARD MTG. DATE: [4/21/11]


Selecting one of the Respondents to serve as the Port’s master developer will not ensure
that the Port Lands will be developed as described hereinabove. Upon the Board’s
selection of the master developer, the Port will enter into a predevelopment agreement
(the “Predevelopment Agreement”) that will set forth the parameters and areas of
negotiation for final transaction documents that will govern the development of the Port
Lands. Port staff intend to present to the Board for its consideration a proposed
Predevelopment Agreement within 30 days after the Board’s selection of the master
developer. The final transaction documents will also be subject to the Board’s approval
and Port staff intend to present the final transaction documents to the Board for its
consideration and approval by December 31, 2011.

BUDGET & FINANCIAL IMPACT

Selection of a Master Developer has no impact on the Port’s revenue or expenses. The
budget and financial impact of the pre-development agreement will be evaluated and
presented to the Board next month and again when the Port considers final transaction
documents for the development.

STAFFING IMPACT

It is not envisioned that this agreement will require significant staff support from Port staff.
The OAB redevelopment, however will take significant manpower, though much of those
resources are anticipated to be done by a private partner.

SUSTAINABILITY

While this contract itself will not have an impact on sustainability, the OAB redevelopment
is anticipated to be designed and built to a high standard of environmental sensitivity and
sustainable elements.

ENVIRONMENTAL

The California Environmental Quality Act ("CEQA") Guidelines, Section 15061(b)(3) (“the
general rule”) states that CEQA applies only to projects which have the potential for
causing a significant effect on the environment. Where it can be seen with certainty that
there is no possibility that the activity may have a significant effect on the environment, the
activity is not subject to CEQA. It can be seen with certainty that selecting a master
developer for the OAB and authorizing execution of a subsequent Predevelopment
Agreement will have no environmental effects. Authorizing those agreements, therefore, is
not a project under CEQA and no additional environmental review is required at this time.
Staff will return to the Board with the final transaction documents that will be negotiated
with the selected master developer for the Board's consideration and approval before they
are executed.

Furthermore, the development of the OAB was 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
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                                                             MAJOR PROJECTS Tab 2.1


                                                         BOARD MTG. DATE: [4/21/11]


under CEQA. On September 17, 2002 (Resolution No. 02317), the Board, acting as a
Responsible Agency under CEQA, approved the Port’s reuse of the OAB as described in
the EIR. The project described by the EIR includes demolition, site preparation,
remediation, construction and similar activities to build a rail yard, 7th Street grade
separation, New Berth 21 and related maritime improvements on the OAB site, and cargo
throughput increases at the seaport, among other projects.

As additional information on these projects becomes available, staff will determine whether
further environmental review is required to address potential changes in the project
description, and such project changes may be brought to the Board for approval of CEQA
findings. However, no further or additional environmental review or documentation is
necessary in order for the Board to take the actions recommended in this Agenda Report.

MARITIME AND AVIATION PROJECT LABOR AGREEMENT (MAPLA)

This agenda report deals with the selection of a master developer with final transaction
documents to be negotiated and presented at a subsequent date, so the Maritime and
Aviation Project Labor Agreement does not apply at this time. The future OAB
redevelopment, which has not yet been fully permitted and approved, is planned to be done
in accordance with the MAPLA.

OWNER CONTROLLED INSURANCE PROGRAM (OCIP)

This is the selection of a master developer witih whom final transaction documents have
not yet been negotiated and thus the OCIP does not apply at this time.

GENERAL PLAN

This action relates to professional services and does not approve a specific project. No
conformity determination is required.

LIVING WAGE

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

OPTIONS

The Board can choose from several options, including without limitation, the following:

       1. Reject all Respondents and direct staff to issue a new solicitation for potential
          master developers of the Project;
       2. Reject all Respondents and direct staff to pursue the development of the Project
          as a Port financed and developed project;
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                                                    BOARD MTG. DATE: [4/21/11]


       3. Reject all Respondents and direct staff to pursue no project on the Oakland
          Army Base at this time;
       4. Approve and select one of the Respondents presented to the Board at the
          Special Meeting on Friday, April 29, 2011.

RECOMMENDATION

Staff recommends that the Board approve and select the Respondent recommended by
staff at the Board’s Special Meeting on Friday, April 29, 2011.




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                                               BOARD MTG. DATE: 4/29/2011


                          AGENDA REPORT
TITLE:           Authorization for the Executive Director to Enter into a Cost
                 Sharing Agreement and Lead Agency Designation Agreement
                 with the Oakland Redevelopment Agency and the City of
                 Oakland for development of the former Oakland Army Base

AMOUNT:          $62,000,000 ORA TCIF Allocation
                 $32,000,000 ORA Funds towards OAB Project
                 $0 Port Financial Commitment

PARTIES INVOLVED:

               Corporate Name/Principal              Location
               Oakland Redevelopment                 Oakland, CA
               Agency
               City of Oakland                       Oakland, CA

TYPE OF ACTION:                   Resolution

SUBMITTED BY:                     James Kwon, Director of Maritime

APPROVED BY:                      Omar R. Benjamin, Executive Director

SUMMARY

The Oakland Redevelopment Agency (“ORA”) and the Port have been
collaborating on the development of the former Oakland Army Base (“OAB”) into
a new trade and logistics center with a new intermodal rail terminal, warehousing,
truck parking and other uses supporting goods movement through the Port. This
agreement would codify this partnership by committing $32 million in ORA funds
for the development, and in return, the Port would agree to request ORA’s
inclusion in the Port’s TCIF projects, dedicating $62 million of the $242 million
TCIF grant allocation for redevelopment of the City’s East and Central Gateway
development areas supporting goods movement activities at the Port.

FACTUAL BACKGROUND

On August 7, 2006, the Oakland Base Reuse Authority, a joint powers authority
created for the purpose of converting the OAB to civilian use, transferred the
former Army property to the Port and the ORA through an economic
development conveyance. In 2004 and 2007, the Port separately acquired (i.e.,
not part of EDC) two additional portions of the OAB, known as the Army
Reserves Parcels.




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                                              BOARD MTG. DATE: 4/29/2011

The ORA has considered a number of different development alternatives for its
portion of the OAB. The ORA is currently in negotiations with AMB Property
Corporation and California Capital Group (“AMB/CCG”) for the development of
trade and logistics facilities within its Central and East Gateway development
areas.

On December 10, 2009, the California Transportation Commission (“CTC”)
authorized Baseline Agreements between the Port, Caltrans and CTC for the 7th
Street grade separation and roadway improvement project, and the Outer Harbor
Intermodal Terminals project. CTC agreed to provide up to $242 million in
funding for these two projects from its Trade Corridor Improvements Fund
(“TCIF”). Funding is limited to construction costs, and requires a contribution of
$253 million in local matching funds. The Port has indicated its plans to use
public private partnerships to secure the match.

The ORA is obligated, under terms of the Economic Development Conveyance,
to spend all revenues earned off the property for the first 7 years following the
conveyance, on economic development of the former OAB. The ORA has
earned rent proceeds and other monies from various activities happening on the
OAB, including the Knight Yard acquisition by the Port in 2006, Caltrans’ use of
berth 7 under the terms of a Settlement Agreement, and other leasing of property
on the site. Additionally, ORA created a redevelopment project area around the
OAB, including the Port’s marine terminals, to raise additional funds for the OAB
redevelopment. The increase in property taxes from Port activities has led to
revenues for the ORA which it can use for the OAB redevelopment.

Cost estimates for the TCIF projects total nearly $500 million, and private capital
investment in buildings and additional infrastructure will bring the total cost to
approximately $700 million for both the Port and City redevelopment.

ANALYSIS

Under the proposed cost sharing agreement, the ORA would commit to spending
$32 million on the initial design, planning, environmental remediation, CEQA
analysis and other initial project costs on both the Port and ORA property
development, and in return the Port would agree to request amendments to the
Baseline Agreements with CTC to specifically identify the ORA’s funds as a
source for the project. The Port would additionally allow the ORA to request
reimbursement for $62 million from the CTC under the Port’s TCIF Baseline
Agreements for roadway and railroad infrastructure on their property.

The ORA’s investment includes $5.7 million previously committed under the
ARMOA to environmental remediation activities as necessary through August 7,
2013, and the remaining $26.3 million would go towards project design and
planning costs for both the Port and ORA developments. Of the $26.3 million,
$16.3 million is available today for the project, and $10 million would be provided




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                                                      BOARD MTG. DATE: 4/29/2011

over a seven year period. The ORA plans to include its TIGER II planning grant,
in the amount of $1.5 million, as part of its $10 million commitment over 7 years.
The remaining $8.5 million may be provided from tax increment associated with
the Ports America Outer Harbor Terminals, LLC (PAOH) lease and concession
agreement. The PAOH lease and concession agreement has led to an increase
in possessory interest taxes of approximately $2 million per year for the ORA.

If the Port and the ORA are unable to fund both TCIF projects in their entirety, or
if the TCIF funds are not available for any reason, the Port will be under no
further obligation to the ORA. The Port and the ORA would then negotiate a
reduced project scope and funding if insufficient funds are available to complete
both projects as currently envisioned. Such reduced project scope would also
have to be agreed upon by CTC and Caltrans in the form of amendments to the
TCIF Baseline Agreements. The Port and the ORA would agree that Maritime
Street utility and roadway improvements would be one of the first priorities,
should the TCIF project scope have to be reduced.

Under this agreement, the City of Oakland would be designated as lead agency
under CEQA. Since the project scope and design will be closely coordinated for
the ORA and Port developments, the process will be more efficient if the City
performs a single CEQA analysis, rather than each entity preparing separate
analyses of each party’s respective developments on the OAB.

The final form of an agreement has not yet been completed, though Port and
ORA staff have agreed to a term sheet which was subsequently reviewed by the
Redevelopment Agency Board / City Council and the Community and Economic
Development Committee.

STRATEGIC PLAN ALIGNMENT

Entering into this contract is consistent with the following goals and objectives of
the Port’s strategic plan:

STRATEGIC
 PRIORITY                                                   HOW THIS PROJECT
  AREAS            GOAL          OBJECTIVE                    IMPLEMENTS
                Goal A:
                Create                                 This contract will help the Port move
Sustainable
                Sustainable    2. Affirm Port          forward with its TCIF projects by
Economic and
                Economic       identity as a public    providing critical initial funds to
Business
                Growth For     enterprise              advance the design, planning and
Development
                the Port and                           environmental work needed.
                Beyond
                               4. Pursue
                               strategic               Partnering with the ORA and the City
                               partnerships at all     of Oakland will strengthen the Port’s
                               levels: local,          ability to attract additional public
                               regional, national,     funding for the OAB redevelopment.
                               and international




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                                              BOARD MTG. DATE: 4/29/2011




BUDGET & FINANCIAL IMPACT

Entering into this agreement will not obligate the Port to any specific financial
commitments. The Port’s financial impact would be sharing state grant funds
with the ORA. Funds for the remainder of the OAB development are anticipated
to come from this ORA commitment, private developers, TCIF, and additional
state and federal funding.

STAFFING IMPACT

It is not envisioned that this agreement will require significant staff support from
Port staff. The OAB redevelopment, however will take significant manpower,
though much of those resources are anticipated to be done by a private partner.

SUSTAINABILITY

While this contract itself will not have an impact on sustainability, the OAB
redevelopment is anticipated to be designed and built to a high standard of
environmental sensitivity and will include sustainable design features.

ENVIRONMENTAL

The California Environmental Quality Act ("CEQA") Guidelines, Section
15061(b)(3) (“the general rule”) states that CEQA applies only to projects which
have the potential for causing a significant effect on the environment. Where it
can be seen with certainty that there is no possibility that the activity may have a
significant effect on the environment, the activity is not subject to CEQA. It can
be seen with certainty that authorizing the Executive Director to enter into a Cost
Sharing Agreement and a CEQA Lead Agency Agreement with the Oakland
Redevelopment Agency and the City of Oakland for development of the former
Oakland Army Base will have no environmental effects. Authorizing those
agreements, therefore, is not a project under CEQA and no additional
environmental review is required at this time.

Furthermore, the grade separation, rail and other projects to be supported by the
agreements 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. On September 17, 2002 (Resolution No. 02317), the
Board, acting as a Responsible Agency under CEQA, approved the Port’s reuse
of the OAB as described in the EIR. The project described by the EIR includes
demolition, site preparation, remediation, construction and similar activities to
build a rail yard, the 7th Street grade separation and related improvements on
the OAB site, and cargo throughput increases at the seaport, among other
projects.




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                                               BOARD MTG. DATE: 4/29/2011


As additional information on these projects becomes available, staff will
determine whether further environmental review is required to address potential
changes in the project description, and such project changes may be brought to
the Board for approval of CEQA findings. However, no further or additional
environmental review or documentation is necessary in order for the Board to
take the actions recommended in this Agenda Report.

MARITIME AND AVIATION PROJECT LABOR AGREEMENT (MAPLA)

This agenda report deals with a funding agreement, so the Maritime and
Aviation Project Labor Agreement does not apply to this contract. The future
OAB redevelopment, which has not yet been fully permitted and approved, is
planned to be done in accordance with the MAPLA.

OWNER CONTROLLED INSURANCE PROGRAM (OCIP)

This is a funding contract and thus the OCIP will not apply.

GENERAL PLAN

This action would approve a process for evaluating projects but does not approve
the construction of any specific project, therefore, it does not require a conformity
determination. Each project that is proposed for approval under this process will
require a General Plan conformity determination.

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 this agreement because Oakland Redevelopment
Agency and City of Oakland are governmental agencies.

OPTIONS

1: The Board may choose to authorize the Executive Director to enter into a
Cost Sharing Agreement and Lead Agency Agreement with the Oakland
Redevelopment Agency and the City of Oakland for development of the former
Oakland Army Base, or

2: The Board may choose not to enter into such an agreement.

RECOMMENDATION

It is recommended that the Board pass a resolution to authorize the Executive
Director to enter into a Cost Sharing Agreement and Lead Agency Agreement




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                                    BOARD MTG. DATE: 4/29/2011

with the Oakland Redevelopment Agency and the City of Oakland for
development of the former Oakland Army Base.




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                                                            Attachment 1 – 04/29/2011




                      COST SHARING AND LEAD AGENCY
                         DESIGNATION AGREEMENT
                          Former Oakland Army Base


        THIS COST SHARING AND LEAD AGENCY DESIGNATION
AGREEMENT (“Agreement”) dated for reference purposes only as of April __, 2011,
is amongst the CITY OF OAKLAND, a municipal corporation, acting by and through its
City Council (hereafter referred to herein as the “City”), THE REDEVELOPMENT
AGENCY OF THE CITY OF OAKLAND, a community redevelopment agency
organized and existing pursuant to the Community Redevelopment Law of the State of
California (hereafter referred to herein as the “Agency”), and the CITY OF OAKLAND,
a municipal corporation, acting by and through its Board of Port Commissioners
(hereafter referred to herein as the “Port”).

                                        Recitals

       WHEREAS, on or about July 11, 2000, the City Council of the City of Oakland
adopted the Redevelopment Plan (the “Redevelopment Plan”) establishing the Oakland
Army Base Redevelopment Project Area (the “OAB Project Area”), amended on
December 21, 2004 (Ordinance No. 12644 C.M.C.), amended and restated on June 7,
2005 (Ordinance No. 12672 C.M.S.), amended and restated on March 21, 2006
(Ordinance No. 12734 C.M.S.), as the same may be further amended from time to time;
and,

        WHEREAS, prior to the adoption of the Redevelopment Plan, the Oakland
Planning Commission certified the Oakland Army Base Redevelopment Plan
Environmental Impact Report (the “2002 EIR”). Among other things, the 2002 EIR
analysed the environmental effects of remediation and other environmental compliance
activities on the former Oakland Army Base (the “OAB”) and contemplated the
development of a rail terminal on portions of the Port Lands (defined below),
improvements to 7th Street, and cargo throughput capacity for the entire Port of up to
approximately 4 million twenty-foot equivalent units (“TEUs”); and,

        WHEREAS, on or about September 27, 2002, the Agency and the Port entered
into that certain Memorandum of Understanding (the “Redevelopment MOU”) relating
to jurisdiction over lands within the project area of the Redevelopment Plan that are also
within the “Port Area” (as defined in Section 725 of the Charter of the City of Oakland);
and,




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        WHEREAS, the Agency owns certain lands (the “Agency Lands”) on a portion
of the OAB as more particularly described and depicted in Exhibit A, attached, within the
project area of the Redevelopment Plan. The City and the Agency each have general
governmental powers over the use and development of the Agency Lands; and,

        WHEREAS, the Port owns certain lands (the “Port Lands”) on a portion of the
OAB as more particularly described and depicted in Exhibit B, attached, within the
project area of the Redevelopment Plan. The Port Lands are subject to the
Redevelopment MOU, and the Port has general governmental powers over the use and
development of the Port Lands; and,

        WHEREAS, the Agency and the Port desire to develop the Agency Lands and
the Port Lands in a manner that is mutually beneficial to the economic development goals
and objectives of the Agency and the Port, respectively, and the City, in general. In
connection with that mutual desire, the Agency and the Port are considering the
redevelopment of the Agency Lands and the Port Lands primarily for transportation and
logistics purposes, including, without limitation, certain railroad and street infrastructure
and other trade and logistics improvements (collectively, the “Project”); and,

        WHEREAS, on or about April 10, 2008, the California Transportation
Commission (the “CTC”) programmed the Trade Corridors Improvement Fund (the
“TCIF”) and included within this program of projects the following Port-proposed
projects: (i) the Outer Harbor Intermodal Terminals project (“OHIT”); and (ii) the 7th
Street Grade Separation and Roadway Improvements project (the “7th Street Project”).
The OHIT and the 7th Street Project are sometimes referred to collectively herein as the
“TCIF Projects”; and,

        WHEREAS, on or about December 10, 2009, the CTC, the California
Department of Transportation (“CalTrans”), and the Port entered into that certain Trade
Corridors Improvement Fund Project Baseline Agreement for the OHIT project (the
“OHIT Baseline Agreement”) to develop certain railroad and street infrastructure and
other trade and logistics improvements, all as more particularly described in the OHIT
Baseline Agreement. The OHIT Baseline Agreement programs approximately
$132,000,000 in TCIF funds for such improvements conditioned upon the Port raising
approximately $142,000,000 in matching funds for the same. A copy of the OHIT
Baseline Agreement is attached hereto as Exhibit C; and,

        WHEREAS, on or about December 10, 2009, the CTC, CalTrans, and the Port
entered into that certain Trade Corridores Improvement Fund Project Baseline Agreement
for the 7th Street Project (the “7th Street Baseline Agreement”) to develop a certain
grade separation at the intersection of Maritime Street and 7th Street as well as other street
infrastructure improvements on 7th Street within the Port Area, all as more particularly
described in the 7th Street Baseline Agreement. The 7th Street Baseline Agreement
programs approximately $110,250,000 for such improvements conditioned upon the Port
raising approximately $110,250,000 in matching funds for the same. A copy of the 7th
Street Baseline Agreement is attached hereto as Exhibit D. The OHIT Baseline



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Agreement and the 7th Street Baseline Agreement are sometimes referred to herein
singularly as the “Baseline Agreement” and collectively as the “Baseline Agreements”;
and,

         WHEREAS, the TCIF Projects afford numerous public benefits for the City and
State of California and their residents. Such public benefits include, without limitation,
the redevelopment and revitalization of the OAB, which is currently underutilized,
contaminated, and currently blighted. Besides redeveloping the OAB, the TCIF Projects
will (i) facilitate the growth and development of the Port’s maritime facilities as a major
international gateway for inland intermodal cargo while also improving the environment
by reducing the Port’s dependence upon trucks for the transportation of cargo to and from
the Port’s maritime facilities, and (ii) create additional economic activity in and around
the Port, including new jobs, an expanded local tax base while improving the Port’s
competitive position within the global supply chain; and,

       WHEREAS, the Agency wishes to contribute towards the matching funds
required for the TCIF Projects in exchange for the right to apply some of the TCIF funds
towards the construction of certain street and other public infrastructure improvements on
the Agency Lands and public roads adjacent to such Agency Lands, all in accordance
with the Baseline Agreements, as the same may be amended from time to time; and,

        WHEREAS, the City, Agency, and the Port each have a substantial claim to be
lead agency but desire to designate the City as the lead agency for purposes of conducting
all appropriate environmental review under the California Environmental Quality Act
(California Public Resources Code §§21000 et seq. and hereafter referred to herein as
“CEQA”) for the Project; and,

       WHEREAS, additionally, the Agency and the Port are entering into this
Agreement to set forth the terms and conditions under which the Agency will contribute
matching funds towards the TCIF Projects and participate in the receipt of TCIF proceeds
from the CTC.

       NOW THEREFORE, in consideration of the public benefits and other matters
described in the foregoing recitals, the covenants contained in this Agreement and for
other good and valuable consideration, the receipt and sufficiency of which are mutually
acknowledged, the City, the Agency, and the Port hereby agree as follows:

1.00 Purpose of Agreement: The purpose of this Agreement is to (i) set forth the
terms and conditions by which the Agency will expend up to $32,000,000 towards
environmental remediation, planning and design of the improvements contemplated by
the TCIF Projects, and other development activities to be agreed upon in writing between
the Agency and the Port, and (ii) designate the City as the lead agency under CEQA for
the Project. Unless otherwise defined herein, all capitalized terms used in this Agreement
shall have the meaning given in Exhibit E, attached hereto and made a part hereof.




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1.01 In connection with the purpose of this Agreement, the City, the Agency,
and the Port hereby acknowledge and agree that:

       a. Most of the activities covered under this Agreement have already been
          evaluated by the 2002 EIR (e.g., hazardous materials remediation);
       b. Certain activities under this Agreement are statutorily exempt from
          environmental review under the CEQA, such as planning and
          feasibility studies, including detailed design and engineering efforts
          pursuant to Section 15262 of the CEQA Guidelines;
       c. The funding mechanisms contemplated under this Agreement are not
          subject to environmental review pursuant to Section 15378(b)(4) of the
          CEQA Guidelines; and
       d. Because this Agreement only sets forth the terms and conditions for
          the Agency’s funding of certain design work associated with the TCIF
          Projects, it can be seen with certainty that there is no possibility that
          the Agreement may have a significant effect on the environment and is
          therefore exempt under Section 15061(b)(3) of the CEQA Guidelines.

1.02 The City, the Agency, and the Port further acknowledge and agree that this
Agreement does not constitute an approval of the TCIF Projects by either the
City, the Agency, or the Port of the TCIF Projects, and the subsequent approval of
any specific projects by either the Agency Board (as defined in Exhibit E) or the
Port Board (as defined in Exhibit E) are subject to CEQA, where applicable. In
particular, except as otherwise stated under this Agreement, the Agency and the
Port each reserves all of their respective rights and duties under CEQA with
respect to the redevelopment of the OAB, including without limitation, the
authority to do any and all of the following:

       a. Prepare an environmental study evaluating the impacts of the proposed
          project, feasible alternatives to the TCIF Projects, and feasible
          mitigation measures;
       b. Adopt any feasible alternatives and/or feasible mitigation measures to
          lessen any significant environmental impacts resulting from the
          proposed TCIF Projects;
       c. Determine that any significant environmental impacts of the proposed
          TCIF Projects that cannot be mitigated are acceptable due to project
          benefits overriding any significant unavoidable impacts; and/or
       d. Decide to modify or deny its approval of the proposed TCIF Projects,
          and not to proceed with the project, due to the results/findings of the
          CEQA process.

1.03   The City, Agency, and the Port hereby agree that the City will act as the
       lead agency for the environmental review of the Project and, subject to the
       terms and conditions of this Agreement (including without limitation,
       subsections 1.03a, b, c, and d below), will have all discretion to fulfill the
       obligations of a CEQA lead agency with respect to the Project.



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a. Upon receiving written approval of a proposed project description for
   the Project from each of the Agency and the Port, respectively, the
   City shall cause an initial study to be performed to determine what, if
   any, additional environmental review under CEQA needs to be
   performed in light of the 2002 EIR. The City shall not modify in any
   way the proposed project description for the Project without first
   receiving the written approval of each such proposed modification
   from the Agency and the Port, respectively. The Agency shall have
   the sole and absolute discretion to approve the proposed project
   description for the Project as it applies to the Agency Land, and the
   Port shall have the sole and absolute discretion to approve the
   proposed project description for the Project as it applies to the Port
   Land.
b. The Agency and the Port shall each serve as a “Responsible Agency”
   for the Project as that term is defined in Section 21069 of the
   California Public Resources Code.
c. The City shall direct its staff, contractors, consultants, or other parties
   performing the initial study to provide copies of all drafts (including
   without limitation, the final draft) of the initial study and all other
   environmental studies and materials in connection with the Project to
   the Port at the same time that it provides drafts to the City and to the
   Agency. The City shall not finalize any initial study or other
   environmental document in connection with the environmental review
   of the Project under CEQA without first receiving the written
   approvals of the Agency and the Port, which approvals may be
   granted, denied, or conditioned in each of the Agency’s or the Port’s
   sole and absolute discretion.
d. If the City determines that the 2002 EIR is not fully adequate and that
   a supplemental or additional environmental review by way of a
   mitigated negative declaration or environmental impact report will be
   necessary, the Agency and the Port shall each have the right to further
   supplement the proposed project description for the Project.
e. If the City determines that a supplemental or additional environmental
   review will be necessary, the Agency and the Port shall each, acting as
   a Responsible Agency, submit supportive comments to such
   supplemental or additional environmental review.
f. A complete electronic copy and a complete paper copy of the CEQA
   administrative record shall be provided by the City to the Agency and
   the Port.
g. Unless otherwise agreed to in writing and approved by the Agency
   Board and the Port Board, respectively, after completion of the CEQA
   process, specific Project consideration and approvals shall return to the
   Agency Board and to the Port Board, as the case may be, for their
   respective consideration based upon the foregoing.




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               h. As amongst the City, the Agency, and the Port, whichever party’s
                  governing body is the first to make a discretionary decision in
                  connection with the Project after the completion of all appropriate
                  environmental review of the Project under CEQA, that party shall,
                  within 5 days of the making of such discretionary decision, file a
                  notice of determination with the County of Alameda and the State
                  Clearinghouse with a copy of such notice of determination to each of
                  the Agency and the Port on the same date that such notice of
                  determination is filed with the County of Alameda.
               i. The City shall be solely responsible for defending any lawsuits or
                  other actions challenging the Project under CEQA. If the City elects
                  not to defend such lawsuit or other action, the City shall promptly give
                  written notice of such decision to the Port, and the Port shall have the
                  right but not the obligation to assume the defense of all or any portion
                  of such lawsuit or other action. If the Port notifies the City in writing
                  that it elects to defend such lawsuit or other action within 10 business
                  days of its receipt of the City’s notice declining to defend, the City
                  shall take such actions as are reasonably necessary to allow the Port to
                  assume such defense. Such actions shall include, without limitation,
                  seeking any extensions of time, delivering all records, pleadings, and
                  other materials filed in connection with such lawsuit or other action to
                  the Port, and consulting with the Port as to the status of all on-going
                  proceedings in connection with such lawsuit or other action.

2.00 Funding for TCIF Projects: The Agency and the Port hereby acknowledge and
agree that the Baseline Agreements currently program a total of approximately
$242,250,000 in TCIF funds for the TCIF Projects and that in order to access the full
$242,250,000 in TCIF funds, the Port must raise approximately $252,250,000 in
matching funds. The Agency and the Port further acknowledge and agree that (i) the
TCIF program rules limit funding of TCIF moneys to construction costs on a
reimbursement bases and require a minimum dollar-for-dollar match from other public
and/or private sources before TCIF moneys can be drawn down, and (ii) the TCIF
Projects are not fully funded as of the date of this Agreement. To facilitate achieving the
TCIF matching fund requirement, the Agency and the Port hereby agree to the following:

       2.01 Agency Contribution: The Agency agrees to contribute the following
       funds towards the TCIF matching fund requirement:

               a. $5,700,000 deposited in or to be deposited into a Joint Environmental
                  Remediation Fund (“JERF”) by the Agency and disbursed from the
                  JERF in accordance with the terms and conditions set forth in that
                  certain Amended and Restated Memorandum of Agreement for the
                  Oakland Army Base by and amongst the Agency, the Port, and the
                  City of Oakland acting by and through its City Council dated for
                  reference purposes as of February 27, 2008 and amended by
                  Amendment No. 1 to the Amended and Restated Agreement for the



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          Oakland Army Base amongst the City, the Agency, and the Port dated
          May 13, 2010 (collectively, the “ARMOA”). Funds from the JERF
          are to be used only for environmental remediation work and other
          environmental compliance activities on the OAB as set forth in the
          ARMOA. In the event that the Agency and the Port do not require the
          full $11,400,000 to be deposited into the JERF for environmental
          remediation and compliance work in accordance with the ARMOA
          and with the RAP/RMP, the Agency shall deposit any unused balance
          of the Agency’s $5,700,000 contribution into the Joint Infrastructure
          Development Fund referred to in Section 2.01b below to be used in
          accordance with the terms and conditions of this Agreement for the
          use of such Joint Infrastructure Development Fund.
       b. $16,300,000 deposited into or to be deposited into a Joint
          Infrastructure Development Fund (“JIDF”) by the Agency and
          subsequently expended on the development of certain railroad
          infrastructure, public utilities, and public streets to be agreed upon
          between the Agency and the Port on or adjacent to the OAB,
          consistent with such improvements contemplated in the 2002 EIR or
          any subsequent environmental documents, and in accordance with the
          requirements of Agency Resolution No. 2010-0088 C.M.S., adopted
          by the Agency Board on July 20, 2010.
       c. $10,000,000 to be deposited into the JIDF by the Agency over a seven
          (7) year period commencing on July 1, 2010 and ending on June 30,
          2017 in accordance with the requirements set forth in Agency
          Resolution No. 2010-0089 C.M.S., adopted by the Agency Board on
          July 20, 2010. The Agency may satisfy its obligation to pay
          $10,000,000 over such seven (7) year period from any source of funds
          legally available to the Agency, including, but not limited to, tax
          increment funds and grant funds from other public agencies. The Port
          hereby acknowledges that the Agency has already secured $1,500,000
          in federal funds in the form of a TIGER II grant. The Port also
          acknowledges that the expenditure of such TIGER II grant funds on
          the Project will be considered as the initial portion of the Agency’s
          $10,000,000 commitment.
       d. The Agency’s obligation under this Section 2.01 shall be binding upon
          its successors in interest to the Agency Lands.

2.02 Port Contribution: The Port agrees to contribute the following towards the
TCIF matching fund requirement:

       a. $5,700,000 deposited in or to be deposited into the JERF by the Port
          and disbursed from the JERF in accordance with the terms and
          conditions set forth in the ARMOA. In the event that the Agency and
          the Port do not require the full $11,400,000 to be deposited into the
          JERF for environmental remediation and compliance work in
          accordance with the ARMOA and with the RAP/RMP, the amount of



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                                                     Attachment 1 – 04/29/2011

          the Port’s contribution to be credited toward the TCIF matching fund
          requirement under this Section 2.02a will be reduced to 50% of the
          total amount deposited into the JERF by the Agency and the Port and
          expended by the Agency and/or the Port for environmental
          remediation and compliance work to comply with the RAP/RMP.
       b. Such other funds as the Port and its development partners for the
          TCIF Projects (including, without limitation, the City, the Agency,
          other public agencies, the developers of the Agency Lands and the Port
          Lands, respectively, and other private investors) may be able to raise.
       c. $62,000,000. Provided that the Agency makes all of the contributions
          set forth in Section 2.01a and b above of this Agreement, the Port shall
          use commercially reasonable efforts to obtain reimbursement of up to
          $62,000,000 in TCIF funds from one or combination of the OHIT or
          the 7th Street Project for the construction of certain railroad and street
          infrastructure improvements on or adjacent to the Agency Lands and
          in accordance with the Baseline Agreements, as the same may be
          amended from time to time. The Agency and the Port shall each
          cooperate in good faith with the other in providing information and
          performing such actions as may be necessary to comply with the
          requirements of the Baseline Agreements, the Proposition 1B Goods
          Movement Program authorizing legislation, the rules and regulations
          of CTC and/or CalTrans for the TCIF program, and any other
          applicable law, rule or regulation.
       d. Notwithstanding any other provision in this Agreement, in the event
          the Agency is unable to contribute the entire remaining amount of the
          $10,000,000 as set forth in Section 2.01c above due to changes to the
          California Community Redevelopment Law after the date of this
          Agreement that prevent the Agency or its successor in interest from
          either (i) receiving tax increment revenues at all from the
          redevelopment project area established by the Redevelopment Plan or
          (ii) receiving such tax increment revenues in sufficient amounts to pay
          the remainder of the Agency’s obligation under Section 2.01c and all
          other Agency obligations related to the Redevelopment Plan incurred
          prior to the date of this Agreement, then the parties shall negotiate in
          good faith a reduction of the $62,000,000 amount referred to in
          Section 2.02c above, and neither party shall have any further
          obligations under this Agreement unless and until a new agreement
          between the Agency (or its successor in interest) and the Port is
          entered into and approved by the Agency Board and the Port Board,
          respectively.

2.03 Pursuit of Federal, State and Other Funds: The Agency and the Port
     agree to cooperate in good faith with one another and with the developers of
     the Agency Lands and the Port Lands, respectively, in applying for and
     pursuing federal, state, and other sources of public and private funds to
     satisfy the TCIF matching requirement. Such cooperation shall not require



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either the Agency or the Port to make any additional expenditure of funds or
resources without the prior written approval of Agency Board or the Port’s
Board of Port Commissioners, as the case may be.

 a. In the event that the Agency and the Port do not succeed in securing
    sufficient funds to satisfy the TCIF matching requirement, the parties
    agree to work collaboratively and in good faith to reduce the scope of
    the TCIF Projects in a manner that still (i) meets the minimum goals
    and objectives of the Port and the Agency, respectively, and (ii) can be
    developed and delivered within the sum of TCIF matching funds
    raised and the comparable amount of TCIF reimbursable grant funds
    that can be used as a result of the TCIF matching funds raised - all of
    which shall be subject to the approval of the CTC and evidenced in
    writing and/or by appropriate modifications to the Baseline
    Agreements.
 b. If after such good faith efforts, the Agency and the Port are unable to
    agree upon a reduced scope of TCIF Projects that meets the objectives
    set forth in Section 2.03a above, then the Port shall have the right to
    pursue CTC approval of a reduced TCIF Projects scope without further
    contribution or assistance from the Agency.
 c. If the Port elects not to pursue CTC approval of a reduced TCIF
    Projects scope, the Port shall promptly notify the Agency in writing of
    such Port decision not to pursue and the Agency shall have 30 days
    from its receipt of the Port’s written notice to elect to pursue CTC
    approval of a reduced TCIF Projects scope. If the Agency elects to
    pursue such CTC approval of a reduced scope, the Agency shall notify
    the Port in writing of such election within the 30 day period referred to
    in this Section 2.03c. If the Port timely receives the Agency’s written
    notification to pursue such CTC approval, the Port shall use
    commercially reasonable efforts to assign the Baseline Agreements to
    the Agency with CTC’s prior approval.
 d. If neither the Agency nor the Port elect to pursue CTC approval of a
    reduced scope, this Agreement shall terminate upon expiration of the
    30 day period referenced in Section 2.03c above, and neither party
    shall have any further rights or obligations to the other under this
    Agreement.
 e. If either the Agency or the Port elect to pursue CTC approval of a
    reduced scope and the other elects not to pursue such reduced scope,
    the party pursuing the reduced scope shall indemnify, defend and hold
    harmless the non-pursuing party from and against any and all losses,
    damages, costs (including, without limitation, attorneys’ fees and court
    costs), penalties or other actions arising out of the Baseline
    Agreements, the TCIF program, or the development and construction
    of the TCIF Projects (whether the scope of such TCIF Projects are
    reduced or not).




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      2.04 Amendments to Baseline Agreements: The Port shall use commercially
           reasonable efforts to submit to the CTC (within 6 months of the date this
           Agreement has been approved by the Agency Board and the Port Board,
           respectively, and is duly signed and delivered to each of the parties) one or
           more proposed amendments to the Baseline Agreements to identify the
           Agency contributions set forth in Section 2.01 above as a funding source for
           the TCIF matching requirement for the TCIF Projects and to allocate up to
           $62,000,000 in TCIF grant moneys in accordance with the provisions set
           forth in Section 2.02c above.

             a. If the Port has not submitted such proposed amendment(s) to the CTC
                within such 6 month period or the CTC has not approved such an
                amendment(s) to the Baseline Agreements on or before the expiration
                of nine (9) full calendar months from the effective date of this
                Agreement, then this Agreement shall immediately terminate without
                further notice or action by either party, and neither party shall have
                any further rights or obligations to the other under this Agreement.
             b. If the Baseline Agreements are amended, the Agency for itself and its
                successors and assigns, agrees to (i) strictly comply with any and all
                rules and regulations of the CTC and/or CalTrans in connection with
                the use, expenditure, or accounting of TCIF Funds in the design,
                development, or delivery of the Agency Lands (including, without
                limitation, the streets and roadways adjacent to the Agency Lands),
                and (ii) to use and develop the Agency Lands only for purposes that
                are consistent with and in furtherance of the Baseline Agreements and
                the Proposition 1B Goods Movement Program, as the same may be
                modified or amended from time to time. The obligations under this
                Section 2.04b shall survive the expiration or termination of this
                Agreement.
             c. If the Baseline Agreements are amended, the Port agrees that it will
                make the construction of back-bone utility and street improvements
                agreed upon pursuant to Section 2.01b of this Agreement along
                Maritime Street one of the priorities of the TCIF Projects if a reduction
                of the scope of the TCIF Projects is necessitated pursuant to Section
                2.03a of this Agreement and in determining the design, phasing and
                sequencing of work on the TCIF Projects and provided that such
                prioritization is approved by the CTC and/or CalTrans. The Agency
                and the Port shall agree upon the design, phasing and sequencing of
                work on all public infrastructure improvements that will be directly
                funded in whole or in part by TCIF funds.

3.0   Management of Funds:

      3.01 Generally Accepted Accounting Principles: All accounting and
      financial terms used herein, unless specifically provided to the contrary, shall be




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                                                    Attachment 1 – 04/29/2011

interpreted and applied in accordance with generally accepted accounting
principles in the United States of America, consistently applied.

3.02 Agency Management Responsibilities: The Agency shall prepare and
keep at its offices in the City of Oakland, full and accurate books, records and
accounts relating to all remediation, design, development (including, without
limitation, predevelopment), contracting, and construction of any improvements
(including, without limitation, site preparation work) in connection with the
Agency’s portion of the OAB, the Agency Lands, and streets adjacent thereto.
Such books and records shall be maintained in a true and accurate manner, in a
form and manner in compliance with the requirements of the Baseline
Agreements and in accordance with generally accepted accounting principles and
generally accepted auditing standards. Such records may be in the form of
electronic media compatible with or convertible to a format compatible with
computers utilized by the Port at its offices, or a computer run hard copy. The
Agency shall retain such books and records for a period of no less than five (5)
years following the completion of all construction of the TCIF Projects as
evidenced by a certificate of completion issued by the Port’s Director of
Maritime, which certificate of completion shall not be unreasonably delayed or
withheld; provided, however, that if prior to the expiration of such five (5)-year
period, any audit, review or investigation is commenced by the Port, the CTC, or
CalTrans, or any claim is made or litigation is commenced relating to this
Agreement, the TCIF Projects, or the redevelopment of the OAB by the Port, such
books and records shall continue to be maintained by the Agency, and the Port
shall continue to have the right to inspect such books and records in the manner
stated in this Agreement, until the audit, claim or litigation is final.
Notwithstanding any other provision in this Agreement, failure of the Agency to
maintain records as required herein shall constitute a breach of this Agreement.

3.03 Agency Funds: Subject to the Agency’s responsibilities as set forth in
Section 3.02 above, the Agency shall obtain all approvals necessary for the
expenditure of those Agency funds that the Agency will contribute towards the
TCIF matching fund requirement pursuant to Section 2.01 of this Agreement. In
the event that any federal or other public or private funds are secured by the
Agency for the TCIF Projects, the Agency shall obtain all approvals necessary for
the expenditure of such funds as well. However, the Agency shall not be in
default of this Agreement if it is unable to obtain any federal, state or other
governmental approval after using commercially reasonable efforts to obtain such
approval. The Agency agrees, however, that all such Agency, federal, or other
public or private funds shall only be used for the purposes set forth in this
Agreement.

       a. Agency’s $5,700,000 in JERF: The Agency shall deposit up to
          $5,700,000 into the JERF and funds from the JERF shall be disbursed
          in accordance with the provisions of the ARMOA and for purposes set
          forth in the ARMOA. In the event that the full $5,700,000 are not



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          required in order to perform the remediation and environmental
          compliance activities under the ARMOA, the Agency shall deposit any
          unused portions of such $5,700,000 into the JIDF.
       b. Agency’s $16,300,000 in JIDF: The Agency shall deposit at least
          $16,300,000 into the JIDF. If required pursuant to Section 2.01a and
          Section 3.03a of this Agreement, the Agency will deposit additional
          moneys into the JIDF. Funds from the JIDF shall be disbursed in
          accordance with the provisions of Agency Resolution No. No. 2010-
          0088 C.M.S., adopted by the Agency Board on July 20, 2010 and only
          for the purpose of planning, designing, and other predevelopment
          work for certain railroad infrastructure, public utilities, and public
          streets agreed upon in writing between the Agency and the Port on or
          adjacent to the OAB.
       c. Agency’s $10,000,000 over 7 Years: The Agency shall make
          available for disbursement up to $10,000,000 over a period of 7 years
          in accordance with the requirements set forth in Agency Resolution
          No. 2010-0089 C.M.S., adopted by the Agency Board on July 20,
          2010. The Agency shall use such $10,000,000 only for purposes
          related to the planning, design, predevelopment, development and
          construction of the rail, street, and other public infrastructure
          contemplated by the TCIF Projects, as the same may be amended from
          time to time, and as agreed upon in writing between the Agency and
          the Port.

3.04 Port Management Responsibilities: The Port shall prepare and keep at
its offices in the City of Oakland, full and accurate books, records and accounts
relating to all remediation, design, development (including, without limitation,
predevelopment), contracting, and construction of any improvements (including,
without limitation, site preparation work) in connection with the Port’s portion of
the OAB, the Port Lands, and streets adjacent thereto. Such books and records
shall be maintained in a true and accurate manner, in a form and manner in
compliance with the requirements of the Baseline Agreements and in accordance
with generally accepted accounting principles and generally accepted auditing
standards. Such records may be in the form of electronic media compatible with,
or convertible to, a format compatible with computers utilized by the Port at its
offices, or a computer run hard copy. The Port shall retain such books and
records for a period of no less than five (5) years following the completion of all
construction of the TCIF Projects as evidenced by a certificate of completion
issued by the Port’s Director of Maritime; provided, however, that if prior to the
expiration of such five (5)-year period, any audit, review or investigation is
commenced by the Port, the CTC, or CalTrans, or any claim is made or litigation
is commenced relating to this Agreement, the TCIF Projects, or the
redevelopment of the OAB by the Port, such books and records shall continue to
be maintained by the Port, and the Port shall continue to have the right to inspect
such books and records in the manner stated in this Agreement, until the audit,
claim or litigation is final. Notwithstanding any other provision in this



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      Agreement, failure of the Port to maintain records as required herein shall
      constitute a breach of this Agreement.

      3.05 Port Funds: Subject to the Port’s responsibilities as set forth in Section
      3.04 above, the Port shall obtain all approvals necessary for the expenditure of
      those Port funds that the Port will contribute towards the TCIF matching fund
      requirement pursuant to Section 2.02 of this Agreement. In the event that any
      federal or other public or private funds are secured by the Port for the TCIF
      Projects, the Port shall obtain all approvals necessary for the expenditure of such
      funds as well. However, the Port shall not be in default of this Agreement if it is
      unable to obtain any federal, state or other governmental approval after using
      commercially reasonable efforts to obtain such approval. The Port agrees,
      however, that all such Port, federal, or other public or private funds shall only be
      used for the purposes set forth in this Agreement.

             a. Port’s $5,700,000 in JERF: The Port shall deposit up to $5,700,000
                into the JERF and funds from the JERF shall be disbursed in
                accordance with the provisions of the ARMOA and for purposes set
                forth in the ARMOA.
             b. TCIF Funds: The Port shall be responsible for managing the TCIF
                grant with the CTC and CalTrans, and the Port promptly forward to
                the Agency copies of all rules, regulations, directives, notices, or other
                writings from CTC or CalTrans regarding match reporting and other
                grant administration requirements, and the Agency shall promptly
                comply with all such TCIF match reporting and other grant
                administration requirements. Nothing herein shall relieve the Agency
                of its obligation to review and comply with such rules, regulations, or
                laws regarding TCIF match reporting and other grant administration
                requirements that are already set forth or referenced in the Baseline
                Agreements.

4.0   Disbursement of TCIF Funds:

      4.01 Cash Flow & Match Analysis: After the Baseline Agreements have been
      approved by the CTC and CalTrans and amended Baseline Agreements have been
      signed and delivered between the CTC and the Port but at least 90 days prior to
      the commencement of construction on any improvements contemplated by the
      TCIF Projects as they may be amended by the amended Baseline Agreements, the
      Agency and the Port will jointly select an independent economic consultant
      approved in writing by each of the Agency Board and the Port Board. The
      independent economic consultant shall prepare and update cash flow and TCIF
      matching fund contribution requirement models to ensure that (i) there are
      sufficient matching funds on record in accordance with the TCIF rules and
      regulations to access the TCIF funds when needed to pay for construction costs,
      and (ii) there are sufficient cash reserves to support construction costs as required
      under, and in accordance with, the requirements of the Baseline Agreements (as



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the same may be amended from time to time), the provisions of this Agreement,
and for work to be agreed upon in the future between the Agency and the Port.
As a condition precedent to the retention of the independent economic consultant,
the following conditions must be satisfied:

       a. The Agency and the Port must agree in writing on the selection and the
          process for selecting the independent economic consultant;
       b. The general parameters and elements of the cash flow and TCIF
          matching fund contribution model must be established and agreed
          upon between the Agency and the Port;
       c. All required TCIF matching funds must be evidenced by (i) legally
          binding agreements between the entity that is funding the TCIF
          matching funds and the Port, and (ii) written approval or
          acknowledgment from the CTC or CalTrans that all such TCIF
          matching funds for one or both of the TCIF Projects have been
          satisfied;
       d. All contractors performing any construction work on any portion of
          the PublicImprovements (as defined in Exhibit E)who are retained by
          or on behalf of the Agency, the Port, or either of their respective
          developers shall have submitted payment and performance bonds or a
          letter of credit or other security reasonably satisfactory to the Agency
          (if retained by or on behalf of the Agency or its developer) or the Port
          (if retained by or on behalf of the Port or its developer) in an amount
          equal to 100% of the work to be performed.

4.02 Cost Reimbursements: The Port and the Agency acknowledge and agree
that each party’s intent under this Agreement is that (i) whenever one party incurs
any expense in connection with its performance of any work in furtherance of the
TCIF Projects in accordance with the terms and conditions of this Agreement, and
(ii) such expenditure is to be paid for by funds procured or controlled by the other
party, then such expenditures shall be promptly paid to the party incurring such
expense by the party that controls such funds on a reimbursement basis no more
frequently than once every 30 days on condition that the party controlling such
funds has received evidence from the party incurring the expense reasonably
satisfactory to the paying party that the purpose for which the expense was
incurred is reasonable and has been performed. However, nothing herein is
intended to modify or amend the provisions of (a) the ARMOA for the
disbursement of funds from the JERF for environmental remediation or regulatory
compliance work or (b) the TCIF rules or regulations and the Baseline
Agreements (as the same may be amended from time to time).

4.03 Use of Third Party Entities: The Agency and the Port acknowledge and
agree that the development of the TCIF Projects will require consultation and/or
agreements with other third party entities in the design, development, and
operation of the TCIF Projects in accordance with this Agreement. If any such
consultation or agreements with third party entities requires the expenditure of



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       any funds by one party to be reimbursed by the other party, then the Agency and
       the Port agree that neither shall incur such expense without having first obtained
       the prior written approval of such expense from the other party.

       4.04 Allocation Accounting: Once every three (3) months from the effective
       date of this Agreement, the Agency and the Port shall reconcile their respective
       funds and expenditures to ensure that each party’s contribution towards the TCIF
       Projects are in accordance with the terms and conditions of this Agreement.

5.0    Predevelopment and Other Work: The Agency and the Port hereby
acknowledge and agree that some of the work that may be funded by the Agency’s
Contribution set forth in Section 2.01 of this Agreement are the following:

       5.01 Environmental Remediation: (i) The responsibilities for performing
       environmental remediation and compliance activities on the OAB as set forth in
       Section 2.01a of this Agreement and (ii) deposits and disbursements into the
       JERF shall all continue to be governed by the terms and conditions of the
       ARMOA.

       5.02 California Environmental Quality Act/National Environmental Policy
       Act: Acting as the lead agency under CEQA pursuant to Section 1.03 of this
       Agreement, the City has commenced to undertake environmental review to
       determine whether any changes in the 2002 EIR are needed for a proposed
       redevelopment project on both the Agency Lands and for redevelopment on the
       Port Lands. Such environmental review will include (i) the preparation of a
       project description that both the Agency and the Port agree upon, (ii) determining
       the necessary documentation required, and (iii) performing all analysis necessary
       to properly evaluate the project described. The City shall work closely with both
       the Agency and the Port on this review. The City, the Port, and the Agency shall
       make a good faith effort to reach agreement on the project description by May
       15, 2011. Should the Port and the Agency fail to reach agreement on the project
       description by May 15, 2011, either the Port or the Agency may elect to terminate
       this Agreement. If either the Port or the Agency elect to terminate this
       Agreement, this Agreement shall terminate at the end of 10 business days
       following one party’s receipt of written notice of termination from the other party.
       Upon such termination of the Agreement, neither party shall have any rights or
       obligations to the other party under this Agreement

       5.03 Master Infrastructure Development Planning: The Agency and the
       Port acknowledge and agree to develop a master infrastructure development plan
       for the OAB (the “Master Plan”) which shall serve as the basis for detailed design
       and construction activities needed to build out the improvements contemplated by
       the TCIF Projects. The Master Plan shall consist of the following elements: (i) a
       conceptual design of the necessary infrastructure up to rough grading; (ii) a
       circulation and traffic plan; (iii) a conceptual rail terminal plan; (iv) a site utility
       relocation, vacation, and construction plan; (v) preliminary cost estimates for



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design and construction; (vi) a geotechnical analyses and soil stabilization plan;
(vii) value engineering recommendations; and (viii) a green and sustainable
development plan. Each element of the Master Plan must be agreed upon in
writing by both the Agency and the Port in order for any work based upon such
element of the Master Plan to be reimburseable under this Agreement. The
Agency and the Port shall proceed to develop the Master Plan (and each of its
elements) as follows:

       a.       Consistent with the purposes set forth in Sections 2.01b and 3.03b
       hereinabove, the Agency and the Port shall agree in writing to the joint
       preparation of a comprehensive site study which considers roadway
       access, intermodal rail terminal footprint including a track layout, utility
       service demands and infrastructure needs, a grading and drainage plan for
       the site, a grade separation plan for linking the intermodal terminal with
       the Port’s existing Joint Intermodal Terminal, a geotechnical evaluation of
       soil stability for the general development concepts described hereinabove,
       and preliminary development cost estimates for the improvements
       contemplated in such site study.

       b.      Certain third party expenses as described in this Section 5.03b for
       performing the work in developing the comprehensive site study and the
       Master Plan referred to above shall be paid for directly out of the JIDF for
       the purposes and in accordance with the provisions set forth in Sections
       2.01b and 3.03b of this Agreement. The Agency shall propose and, upon
       written approval from the Port, shall enter into one or more contracts with
       the appropriate design, planning, engineering, or other professionals to
       perform various elements of the work to develop the comprehensive site
       study and the Master Plan. The Agency shall not authorize any such
       professional to proceed with any work unless and until the Port has
       approved in writing the scope of work to be performed by and the
       qualifications of each member of the professional team who will perform
       any major element of the comprehensive site study or the Master Plan
       work. The Port shall grant or deny in writing its approval of any proposed
       scope of work and/or the qualifications of any member of a professional
       team within 10 business days following the Port’s receipt (in accordance
       with Section 6.01 below) of a written proposal from the Agency of any
       proposed scope of work and/or of the qualifications of each member of a
       proposed professional team for performing such work. In the event that
       the Port raises any questions about the proposed scope of work or
       qualifications of any member of the professional team that is not answered
       immediately to the reasonable satisfaction of the Port, the time by which
       the Port must grant or deny its approval shall be extended by one day for
       each day that it takes for the Port to receive a satisfactory answer to its
       questions.




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       c.      The Agency and the Port each hereby acknowledge that certain
       components of the Master Plan will require critical input and design
       decisions from the Port, including, without limitation, the 7th Street grade
       separation and the rail layout associated with the TCIF Projects. The Port
       and Agency agree to work in good faith to cooperate with one another and
       to coordinate their decision making, design review and approvals in a
       timely fashion. To the extent that either the Agency or the Port separately
       prepares any component of the comprehensive site study or the Master
       Plan, that party shall promptly deliver to the other party a copy of such
       component for its review and comment.

       d.       If either party disagrees with any component or all of the
       comprehensive site plan or the Master Plan, then the party that disagrees
       with any piece of comprehensive site plan or Master Plan shall give the
       other party a written notice of disagreement (the “Plan Dispute Notice”)
       within ten (10) business days after it receives a copy of such component or
       all of the comprehensive site plan or Master Plan. The parties shall then
       promptly meet and confer in good faith to resolve any such disagreements,
       and if the parties have not resolved the disagreements by the 30th calendar
       day following the other party’s receipt of the Plan Dispute Notice, then
       either party may immediately terminate this Agreement, and thereafter,
       neither party shall have any further rights or obligations to the other under
       this Agreement except for those matters herein that expressly survive the
       expiration or termination of this Agreement.

5.04 Detailed Design: The Agency and the Port each acknowledge and agree
that upon completion of the Master Plan, and so long as this Agreement has not
terminated by either party pursuant to the provisions of Section 5.03d above, then
the Agency shall be responsible for detailed design work on a phase-by-phase
basis for the development of the Agency Lands, and the Port shall be responsible
for detailed design work on a phase-by-phase basis for the development of the
Port Lands.

5.05 Construction Activities: The Agency and the Port further acknowledge
and agree that upon completion of the Master Plan (and so long as this Agreement
has not been terminated pursuant to Section 5.03d above), if there remains any
Agency funds from the funds identified in Section 2.01b and Section 2.01c above,
then the Agency will commit to applying such funds to pay for the following
construction work: (i) Maritime Street reconstruction; (ii) backbone utility
infrastructure within public streets; and (iii) the 7th Street grade separation.
Unless otherwise agreed upon in writing between the Agency and the Port, the
Port will be responsible for managing the construction of the intermodal rail
improvements on or about the Port Lands and the 7th Street Project, and the
Agency will be responsible for managing the Maritime Street reconstruction and
backbone utility infrastructure within Maritime Street – each and all in
accordance with the requirements of the Baseline Agreements. The Agency and



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      the Port each agree to manage their respective portions of the TCIF Projects in a
      manner that minimizes any interference or disruption of existing businesses
      and/or tenant operations on the OAB or in the Port’s Maritime Area.

6.0   Miscellaneous:

      6.01 Notices: Any notice or other communication required to be given under
      or pursuant to this Agreement shall be in writing and may be served by actual
      delivery in person or by registered mail, postage prepaid or by facsimile
      transmission, to the representative of the Party to whom such notice is to be given
      at the following locations respectively:

                     If to the Port:

                             Director of Maritime
                             Port of Oakland
                             530 Water Street, 6th Floor
                             Oakland, CA 94607
                             Facsimile: (510) 835-1641

                             With a copy to:

                             Deputy Port Attorney – Maritime
                             Port of Oakland
                             530 Water Street, 4th Floor
                             Oakland, CA 94607
                             Facsimile: (510) 444-2093

                     If to the Agency:

                             Director of the Community and
                              Economic Development Agency
                             City of Oakland

                             Facsimile:

                             With a copy to:




                     If to the City:

                             Director of the Community and


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                       Economic Development Agency
                      City of Oakland

                      Facsimile:

                      With a copy to:




       or at such other location as either Party shall advise by notice from time-
       to-time.

       All notices provided for herein may be telecopied (with machine
       verification of receipt), sent by Federal Express or other overnight courier
       service, personally delivered or mailed registered or certified mail, return
       receipt requested. If a notice is sent by telecopy, it shall be deemed given
       when transmission is complete if (i) a confirmation of successful
       transmission is contemporaneously printed by the transmitting telecopy
       machine, and (ii) a copy of the notice is sent to the recipient by overnight
       courier for delivery on the Business Day next following the date of
       telecopy transmission. If a notice is personally delivered, sent by
       overnight courier service or sent by registered or certified mail, it shall be
       deemed given upon receipt or refusal of delivery.

6.02   Indemnification:

       a.     Agency: The Agency shall indemnify, protect, defend and hold
              harmless the Port, including, but not limited to, all of the members
              of the Board of Port Commissioners, its departments and other
              subdivisions, including, without limitation, all of the officers,
              employees, agents, contractors, and representatives of the Port, and
              their respective heirs, legal representatives, successors, and
              assigns, and each of them (collectively, the “Port Indemnified
              Parties”) from and against any and all claims, demands, losses,
              liabilities, damages (including foreseeable and unforeseeable
              consequential damages), liens, obligations, interest, injuries,
              penalties, fines, lawsuits, and other proceedings, judgments,
              awards, costs, and expenses (including, without limitation,
              reasonable attorneys’ fees and costs and consultants’ fees and
              costs) of whatever kind or nature, known or unknown, contingent
              or otherwise (collectively, “Losses”) to the extent arising out of
              the Agency’s performance of its rights and obligations under this
              Agreement, except to the extent of Losses resulting from the


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               negligence or willful misconduct of any of the Port Indemnified
               Parties.
       b.      Port: The Port shall indemnify, protect, defend and hold harmless
               the Agency, including, but not limited to, all of the members of the
               its governing body, its departments and other subdivisions,
               including, without limitation, all of the officers, employees, agents,
               contractors, and representatives of the Agency, and their respective
               heirs, legal representatives, successors, and assigns, and each of
               them (the “Agency Indemnified Parties”) from and against any
               and all Losses to the extent arising out of the Port’s performance of
               its rights and obligations under this Agreement, except to the
               extent of Losses resulting from the negligence or willful
               misconduct of any of the Agency Indemnified Parties.

6.03 No Modifications to ARMOA: Nothing in this Agreement shall be
construed to amend or modify the terms and conditions of the ARMOA with
respect to any funds subject to the ARMOA, including without limitation, any
funds to be deposited into the JERF.

6.04 No Modifications to Baseline Agreements: Nothing in this Agreement
shall be construed to amend or modify the terms and conditions of the Baseline
Agreements. Unless and until the Baseline Agreements are duly amended to (i)
expressly recognize the Agency’s financial contribution toward the TCIF
matching funds and (ii) to more clearly identify the scope of improvements to be
developed on the Agency Lands - as evidenced by one or more written
amendments to the Baseline Agreements approved by the CTC and the Port Board
and signed by the authorized representatives of the CTC, CalTrans, and the Port -
the Agency shall have no right to any TCIF funds and any expenditure by the
Agency of funds set forth in Section 2.01 of this Agreement is solely at the
Agency’s risk.

6.05 No Modifications to Redevelopment MOU: Nothing in this Agreement
shall be construed to amend or modify the terms and conditions of the
Redevelopment MOU, and any agreement to designate the City or the Agency as
the lead agency for purposes of performing environmental review under CEQA of
the redevelopment projects to be developed on the Agency Lands and the Port
Lands shall be only for the limited purpose of performing such environmental
review.

6.06 Headings: All headings and captions appearing in this Agreement have
been inserted for convenience and reference only and in no way define, limit or
enlarge the scope or meaning of this Agreement or any provision thereof.

6.07 Entire Agreement: This Agreement is the entire agreement between the
Parties hereto with respect to the subject matter hereof and supersedes all prior




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agreements and understandings, whether oral or written, between the Parties with
respect to the matters contained in this Agreement.

6.08 No Representations. The making, execution and delivery of this
Agreement by the Parties have not been induced by any representations,
statements, warranties or agreements other than those expressly set forth herein.

6.09 Successors and Assigns. Subject to the terms in this Agreement, this
Agreement shall be binding upon and inure to the benefit of each of the Parties
and to their respective transferees, successors, and assigns.

6.10 No Third Party Beneficiaries. The Parties agree that it is their specific
intent that no broker or any other person shall be a party to, or a third party
beneficiary of, this Agreement; and further that the consent of a broker or other
third party shall not be necessary to any agreement, amendment, or document
with respect to the transactions contemplated by this Agreement.

6.11 No Waiver. No waiver hereunder by any Party of any breach hereunder
shall be deemed a waiver of any other or subsequent breach.

6.12 Expenses: Except as expressly provided herein, each Party shall pay its
own expenses incurred in connection with this Agreement and the transactions
contemplated hereby.

6.13 Counterparts: This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which when
taken together shall constitute one and the same instrument. The signature page
of any counterpart may be detached therefrom without impairing the legal effect
of the signature(s) thereon provided such signature page is attached to any other
counterpart identical thereto except having additional signature pages executed by
other Parties to this Agreement attached thereto.

6.14 Time of Essence:. Time is of the essence in the performance of and the
compliance with each of the provisions and conditions of this Agreement. All
times provided in this Agreement for the performance of any act shall be strictly
construed.

6.15 Severability: Should any provision in this Agreement be illegal or not
enforceable, it shall be considered separate and severable from this Agreement
and the remaining provisions shall remain in force and be binding upon the
Parties as though the said provision had never been included.

6.16 Non-Waiver of Rights: No condoning, excusing or overlooking by the
City, the Port, or the Agency of any default, breach or non-observance at any time
by the Port or the Agency shall operate as a waiver of the City’s, the Port’s, or the
Agency’s rights under this Agreement concerning any continuing or subsequent



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default, breach or non-observance, or so as to defeat or affect the rights of the
City, the Port or the Agency concerning any such continuing or subsequent
default or breach.

6.17 Amendments: This Agreement constitutes the entire agreement between
the Parties hereto and supersedes all previous negotiations, representations and
documents in relation hereto made by any Party to this Agreement, and may be
amended only by an agreement in writing signed by the Parties.

6.18 Further Acts: Each of the Parties hereto shall perform such further acts
and execute such further agreements as may be required from time-to-time to give
proper effect to the intent of this Agreement.



                        [Signature Pages to Follow]




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                             Exhibits


            Exhibit Letter                        Description
Exhibit A                         Description of Agency Lands
Exhibit B                         Description of Port Lands
Exhibit C                         Copy of OHIT Baseline Agreement
Exhibit D                         Copy of 7th Street Baseline Agreement
Exhibit E                         Definitions




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        Exhibit A

Description of Agency Lands




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                            Attachment 1 – 04/29/2011




       Exhibit B

Description of Port Lands




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                           Attachment 1 – 04/29/2011




           Exhibit C

Copy of OHIT Baseline Agreement




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                                Attachment 1 – 04/29/2011




             Exhibit D

Copy of 7th Street Baseline Agreement




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                                        Exhibit E

                                       Definitions


“2002 EIR” shall have the meaning set forth in the second Recital of this Agreement.

“7th Street Baseline Agreement” shall have the meaning set forth in the ninth Recital of
this Agreement.

“7th Street Project” shall have the meaning set forth in the seventh Recital of this
Agreement.

“Agency” shall have the meaning set forth in the preamble of this Agreement.

“Agency Board” shall mean the governing body of the Agency as determined in
accordance with the California Community Redevelopment Law (Health and Safety Code
Sections 33000, et seq.

“Agency Indemnified Parties” shall have the meaning set forth in Section 6.02b of this
Agreement.

“Agency Lands” shall have the meaning set forth in the fourth Recital of this
Agreement.

“Agreement” shall have the meaning set forth in the preamble of this Cost Sharing and
Lead Agency Designation Agreement.

“ARMOA” shall have the meaning set forth in Section 2.01a of this Agreement.

“Baseline Agreement” or “Baseline Agreements” shall have the meaning set forth in
the ninth Recital of this Agreement.

“CalTrans” shall have the meaning set forth in the eighth Recital of this Agreement.

“CEQA” shall have the meaning set forth in the twelfth Recital of this Agreement.

“City” shall have the meaning set forth in the preamble of this Agreement.

“City Charter” shall mean the Charter of the City of Oakland originally adopted by the
people of the City of Oakland on November 5, 1968, as amended from time-to-time.

“CTC” shall have the meaning set forth in the seventh Recital of this Agreement.




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“PublicImprovements” shall mean all improvements to either the Agency Lands or the
Port Lands paid for by public funds, including without limitation, any Agency funds, Port
funds, TCIF funds, other state funds, or federal funds and without regard to whether such
funds are grants or loans. As currently contemplated by the Agency and the Port,
PublicImprovements includes all rail improvements, all street and utility improvements,
and all site preparation work (both on public roadways and adjacent lands) including
without limitation, the capping and/or removal of old existing utilities, any environmental
remediation and/or compliance work, any soil surcharging, any grading and paving, and
any other work needed to prepare the land for construction.

“JERF” shall have the meaning set forth in Section 2.01a of this Agreement.

“JIDF” shall have the meaning set forth in Section 2.01b of this Agreement.

“OAB” shall have the meaning set forth in the second Recital of this Agreement.

“OAB Project Area” shall have the meaning set forth in the first Recital of this
Agreement.

“OHIT” shall have the meaning set forth in the seventh Recital of this Agreement.

“OHIT Baseline Agreement” shall have the meaning set forth in the eighth Recital of
this Agreement.

“Plan Dispute Notice” shall have the meaning set forth in Section 5.03d of this
Agreement.

“Port” shall have the meaning set forth in the preamble of this Agreement.

“Port Area” shall have the meaning set forth in the third Recital of this Agreement.

“Port Board” shall mean the Board of Port Commissioners as duly appointed pursuant
to Section 702 of the City Charter.

“Port Indemnified Parties” shall have the meaning set forth in Section 6.02a of this
Agreement.

“Port Lands” shall have the meaning set forth in the fifth Recital of this Agreement.

“Project” shall have the meaning set forth in the sixth Recital of this Agreement.

“Redevelopment MOU” shall have the meaning set forth in the third Recital of this
Agreement.

“Redevelopment Plan” shall have the meaning set forth in the first Recital of this
Agreement.



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                                                               MAJOR PROJECTS Tab 2.2


                                                           Attachment 1 – 04/29/2011



“Responsible Agency” shall have the meaning set forth in Section 1.03b of this
Agreement.

“TCIF” shall have the meaning set forth in the seventh Recital of this Agreement.

“TCIF Projects” shall have the meaning set forth in the seventh Recital of this
Agreement.




                                           30



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                                      BUDGET & FINANCE Tab 3



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




                                                        48 of 96
                                      STRATEGY & POLICY Tab 4



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




                                                        49 of 96
                                          CONSENT ITEMS Tab 5



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




                                                         50 of 96
                                                    CONSENT ITEMS Tab 5.1


                   PORT ORDINANCE NO.        4154

             AN ORDINANCE APPROVING THE TERMS AND
             CONDITIONS AND AUTHORIZING THE EXECUTION
             OF A TEN YEAR LEASE WITH THE UNITED
             STATES OF AMERICA, GENERAL SERVICES
             ADMINISTRATION,   ON   BEHALF    OF   THE
             TRANSPORTATION SECURITY ADMINISTRATION.

           WHEREAS the Board of Port Commissioners of the City of
Oakland has reviewed and evaluated the Agenda Report for Agenda Item
6.1, dated April 12, 2011 (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, 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 of Port Commissioners hereby approves
a ten year lease for 3.528± square feet of office, lunch, break and
locker room and training room spaces at Terminals 1 and 2, Oakland
International Airport (“OAK”) with the United States of America,
General   Services   Administration   (“GSA”),  on   behalf   of   the
Transportation Security Administration (“TSA”) as more fully described
in Agenda Report Item 6.1, dated April 12, 2011, including Port’s
completion of the tenant improvements at an estimated cost of $30,000
and authorizes the Executive Director or his designee to approve and
execute the lease, subject to the Port Attorney’s review and approval
as to form of the agreements.

           SECTION 3. This ordinance is not evidence of and does not
create or constitute (a) a contract, 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. This
resolution approves and authorizes the execution of an agreement in
accordance with the terms of this resolution. Unless and until a
separate written agreement is duly executed on behalf of the Board as
authorized by this resolution, 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.

           SECTION 4.   This ordinance shall take effect thirty (30)
days from and after its final adoption.




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                                REMAINING ACTION ITEMS Tab 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.




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                                                REMAINING ACTION ITEMS Tab 6.1



                                                      BOARD MTG. DATE: 4/26/11

                             AGENDA REPORT
 TITLE:           Adoption of the Disadvantaged Business Enterprise (DBE) Federal
                  Fiscal Year 2010-2011 (FFY 10-11) Overall Annual Goal and
                  Methodology Report and DBE Program Plan, for the Maritime
                  Administration (MARAD), United States Department of
                  Transportation (DOT)

 AMOUNT:          $0

 PARTIES INVOLVED: No outside parties involved

                    Corporate Name                         Location



 TYPE OF ACTION:             Resolution

 SUBMITTED BY:               Diann Castleberry, Director of Social Responsibility

 APPROVED BY:                Omar R. Benjamin, Executive Director


FACTUAL BACKGROUND

The United States Department of Transportation (US DOT) administers maritime grant
funds through the Maritime Administration (MARAD) to ports. The Port of Oakland
(Port) is in receipt of an $8.5 million grant, $7.85 million of which is for the
implementation of shore power. The MARAD deems the Port, as a grant recipient, the
contractual authority for establishing and administering the contract agreements, and,
as such, the Port is responsible for all contractual matters, including the administration
of grant assurance requirements. One of the grant assurances requires the Port to
implement a US DOT-approved Disadvantaged Business Enterprise (DBE) program
(Program) in compliance with 49 Code of Federal Regulations Part 26 (49 CFR Part
26).

Under this requirement, the Port must develop and implement a DBE Program Plan,
along with a Goal and Methodology Report (GMR), which specifically addresses the
proposed level of DBE participation under MARAD grant funding. The attached DBE
Program Plan and GMR were developed and outline how the Port will administer the
MARAD DBE Program, as well as the proposed level of DBE participation based on the
type of work that will be performed under the overall program. At the present time, the
Port has received only one grant from MARAD. Based on that amount and the type of
work that will be performed with the grant, the Port has identified a 17.05 percent
aspirational DBE goal for Federal Fiscal Year 2010-2011. Should the Port receive
additional MARAD grant funding, the GMR will be adjusted to address the overall
funding from MARAD.

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                                                       BOARD MTG. DATE: 4/26/11



This Agenda Report seeks Board approval of the MARAD DBE Program Plan and Goal
and Methodology Report for federal fiscal year 2011-12, which is a requirement as
stated in the grant assurance for receipt of this grant funding. This report does not
present nor seek approval of a Port-wide DBE outreach and implementation plan. The
Port-wide DBE and local business plans will be presented to the Board as part of an
overall review, assessment and proposed action plan for the Social Responsibility
Division no later than June of 2011.

It is important to note that the shore power project is also expected to receive additional
grant funding from other sources, which include both federal and State funds. As these
grants are received, staff will prepare the required grant assurance documents and
present them to the Board for review and approval.

ANALYSIS

Overall Goal Outreach

As required under the MARAD DBE requirements, the Port conducted extensive
outreach to community based organizations, as well as targeted outreach to DBEs
identified in the specific work categories under the project. Stakeholder outreach, as
required by the regulations (45-day comment period), included advertising the goal and
methodology in the following media, including an email blast informing Port
stakeholders of the Port’s new goal and methodology for MARAD grant funding:

   •   Oakland Tribune
   •   El Mundo
   •   Sing Tao
   •   Anue Management
   •   Community Based Organizations (email blast and follow up by staff)
   •   Port of Oakland internet posting (www.portofoakland.com)
   •   Port of Oakland DBE comment hotline

The 45-day comment period is scheduled to conclude on April 23, 2011. There have
been no public comments received to date on either document. This outreach has been
documented and is part of the master project file as required by the MARAD DBE
requirements.

Project Specific Goal Outreach

The Port advertised the shore power project on January 9, 2011 and awarded the
contract on February 24, 2011. All prospective bidders were informed that the
aspirational goal of 17.05 percent applied to the shore power project via an addendum
to the bid documents. As construction contracts are selected on the basis of low bid,
DBE program requirements were not a condition of award for this project.

                                            2



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                                                         BOARD MTG. DATE: 4/26/11

Project specific outreach efforts included the identification of DBEs in the California
Unified Database which reside in the Port’s business area (Alameda and Contra Costa
Counties) and whose work category codes were identified as work items in the
proposed project. This included the following categories:
   • trucking
   • structural concrete and excavation
   • painting and striping
   • fencing
   • electrical
An email blast with specific bid information was sent to all potential DBEs, as well as all
certified small local businesses in the Port’s database, by the Social Responsibility
Division on January 12, 2011 announcing the project and requirements.

The successful bidder on the project was St. Francis Electrical. Staff met with the
contractor as there was no initial DBE participation identified on the project. The
contractor will be working with its subcontractors to determine if there is additional DBE
participation in lower contracting tiers that was not originally identified. Additionally, the
Port is anticipating the issuance of contract change orders on the project. The
contractor has stated that every effort will be made to outreach to qualified DBE firms on
all additional opportunities arising on the project.

STRATEGIC PLAN ALIGNMENT

The Strategic Plan was adopted by the Board on October 5, 2010. The following is
staff’s assessment of how adoption of the Disadvantaged Business Enterprise (DBE)
Federal FY 2010-2011 Overall Annual Goal Report to the Maritime Administration
(MARAD) supports the following strategic priority area, goal and objective of the Port’s
FY 2011-2015 Strategic Plan:

Strategic Priority Area: Sustainable Economic and Business Development

 Goal                        Objective                       How & When Plan is
                                                             Implemented
 Goal C: Promote             1. Comply with all federal,     Adoption of the DBE
 Equitable Community         state, local contracting and    Overall Annual Goal and
 Access To Employment        Port workforce mandates.        Methodology Report and
 And Business                                                DBE Program Plan to the
 Opportunities.                                              MARAD meets one of the
                                                             requirements identified in
                                                             the assurances for
                                                             receiving the TIGER grant
                                                             from MARAD for the shore
                                                             power project.




                                              3



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                                                       BOARD MTG. DATE: 4/26/11


BUDGET & FINANCIAL IMPACT

There is no impact on budget and finance.

STAFFING IMPACT

Monitoring and reporting for compliance will be managed by current staff (Social
Responsibility/Contract Compliance and Engineering Division/Resident Engineers)
along with additional staffing resources identified within the Maritime Shore Power
project scope (at .5 FTE for the life of the project).

SUSTAINABILITY

Implementation of the Port’s DBE Program contributes towards the sustainability of
small disadvantaged businesses who seek to gain work through the Port and the Port’s
federal aid funding stream.

ENVIRONMENTAL

The California Environmental Quality Act (CEQA) Guidelines, Section 15061(b)(3) ("the
general rule") states that CEQA applies only to projects which have the potential for
causing a significant effect on the environment. Where it can be seen with certainty that
there is no possibility that the activity may have a significant effect on the environment,
the activity is not subject to CEQA. Adoption of the DBE FFY 10-11 Overall Annual
Goal and Methodology Report to the MARAD, therefore, is not a project under CEQA
and no environmental review is required.

MARITIME AND AVIATION PROJECT LABOR AGREEMENT (MAPLA)

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

OWNER CONTROLLED INSURANCE PROGRAM (OCIP)

OCIP does not apply to the proposed action.

GENERAL PLAN

General Plan conformity does not apply to the proposed action.

LIVING WAGE

In accordance with the Port’s Rules and Regulations for the Implementation and
Enforcement of the Port of Oakland Living Wage Requirements, living wage
requirements do not apply to this regulatory reporting action.

                                            4



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                                                 BOARD MTG. DATE: 4/26/11


OPTIONS

   1. Adopt the Port’s MARAD DBE Program Plan and the MARAD DBE FFY 10-11
      Overall Annual Goal and Methodology Report.

   2. Do not adopt the Port’s MARAD DBE Program Plan and the MARAD DBE FFY
      10-11 Overall Annual Goal and Methodology Report. This option may jeopardize
      the Port’s MARAD grant funding.

RECOMMENDATION

Adoption of the Disadvantaged Business Enterprise (DBE) Federal Fiscal Year 2010-
2011 (FFY 10-11) Overall Annual Goal and Methodology Report and DBE Program
Plan, for the Maritime Administration (MARAD), United States Department of
Transportation (DOT)

ATTACHMENTS

   • Transmittal Letter and Accompanying MARAD DBE Program Plan and MARAD
     DBE FFY 2010-2011 Overall Annual Goal and Methodology Report to the MARAD

   • Overall Annual Goal and Methodology Report Acronym List




                                        5



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                         93 of 96
                             UPDATES & ANNOUNCEMENTS Tab 7



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




                                                        94 of 96
                                            SCHEDULING Tab 8



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




                                                         95 of 96
                                          SCHEDULING Tab 8.1




      Proposed Thursday Board Meetings Schedule

May 5, 2011
May 19, 2011
June 2, 2011
June 16, 2011
July 7, 2011
July 21, 2011
August Recess
September 1, 2011
September 15, 2011
October 6, 2011
October 20, 2011
November 3, 2011
November 17, 2011
December 1, 2011
December 15, 2011




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